EMPLOYMENT AGREEMENT
Exhibit
10.1
This
Employment Agreement (the “Agreement”)
is
entered into as of the 21st day of July 2008, by and between Loreto Resources
Corporation, a Nevada corporation, with a business address of 0000 0xx
Xxxxxx,
Xxxxx 0, Xxxxxxxx, XX 00000 (the “Company”),
and
Xxxx Xxxxxxxxx Xxxxx, an individual with a residence address of Xxxxxxx xx
xx
Xxxxxxx 000, Xxx. 0000, Xxxx 00, Xxxx (the “Executive”).
INTRODUCTION
WHEREAS,
the Company is in the mining, exploration and development business (the
“Business”);
WHEREAS,
the Company wishes to employ the Executive as its President and Chief Executive
Officer pursuant to the terms and conditions set forth herein; and
WHEREAS,
the Executive desires to be employed by the Company pursuant to the terms and
conditions set forth herein.
AGREEMENT
NOW,
THEREFORE, In consideration of the premises and mutual promises herein below
set
forth, the parties hereby agree as follows:
1. Employment
Period.
The
term of the Executive’s employment by the Company pursuant to this Agreement
(the “Employment
Period”)
shall
commence on the date hereof (the “Effective Date”) and shall continue for a
period of one year from the Effective Date. Thereafter, the Employment Period
shall automatically renew for successive periods of one (1) year, unless either
party shall have given to the other at least thirty (30) days’ prior written
notice of their intention not to renew the Executive’s employment prior to the
end of the Employment Period or the then applicable renewal term, as the case
may be. In any event, the Employment Period may be terminated as provided
herein.
2. Employment;
Duties.
(a) General. Subject
to the terms and conditions set forth herein, the Company hereby employs the
Executive to act as the President and Chief Executive Officer of the Company
during the Employment Period, and the Executive hereby accepts such employment.
The duties assigned and authority granted to the Executive shall be as
determined by the Company’s Board of Directors (the “Board”)
from
time to time. The Executive agrees to perform his duties for the Company
diligently, competently, and in a good faith manner and to use his best efforts
to promote and serve the best interests of the Company. The Executive will
also
serve as a member of the Company’s Board.
(b) Exclusive
Services. The
Executive shall devote substantially all of his working time and efforts during
the Company's normal business hours to the business and affairs of the Company
and its subsidiaries, if any (together with any affiliates of the Company,
the
“Affiliates”), and to the diligent and faithful performance of the duties and
responsibilities duly assigned to him by the Board pursuant to this Agreement.
However, Executive may devote a reasonable amount of his time to civic,
community, or charitable activities and may serve as a director of other
corporations (provided that any such other corporation is not a competitor
of
the Company, as determined by the Board) and to other types of business or
public activities not expressly mentioned in this paragraph.
1
(c) Place
of Employment.
It
is
acknowledged that the Executive's services shall be performed primarily at
the
offices of the Company in Lima Peru. The parties acknowledge, however, that
Executive may be required to travel in connection with the performance of his
duties hereunder.
3. Base
Salary. The
Executive shall be entitled to receive a salary from the Company during the
Employment Period at the rate of Two Hundred Fifty Thousand ($250,000) per
year
(the “Base
Salary”),
payable in monthly installments in accordance with the Company’s customary
payroll practices. The Base Salary and any other compensation paid to the
Executive shall be paid in Peruvian Nuevo Sols (“PEN”). The exchange rate used
to calculate the Executive’s monthly salary payment will be calculated each
month and shall neither exceed a maximum of PEN 2.9 nor be less than a minimum
of PEN 2.5. This minimum/maximum range will be adjusted at the end of each
calendar year based upon changes in the consumer price index in Peru.
Beginning
on the anniversary of the Effective Date, the Executive’s Base Salary may be
increased on each anniversary of the Effective Date, at the Board’s sole
discretion. The parties expressly agree that what the Executive receives now
or
in the future, in addition to his regular Base Salary, whether this be in the
form of benefits or regular or occasional aid/assistance, such as recreation,
club memberships, meals, education for him or his family, extralegal health
benefits, vehicle, lodging or clothing, occasional bonuses or anything else
he
receives, during the Employment Period and any renewals thereof, in cash or
in
kind, shall not be deemed as salary.
4. Bonus.
The
Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”)
of up to fifty percent (50%) of the then applicable Base Salary, payable in
U.S.
dollars within ten (10) days of the filing with the Securities and Exchange
Commission of the Company’s annual report on Form 10-K. The Executive’s Annual
Bonus (if any) shall be in such amount (up to the limit stated above) as the
Board may determine in its sole discretion, based upon the Executive’s
achievement of certain performance milestones to be established annually by
the
Board in discussion with the Executive (the “Milestones”). For the initial
Employment Period, in the event the Board and the Executive are unable to agree
to Milestones acceptable to both the Board and the Executive, the amount of
the
Executive’s bonus shall be determined by the Board on a discretionary basis. The
Executive shall be eligible to participate in any other bonus or incentive
program established by the Company for executives of the Company.
2
5. Stock
Options.
Grant
of Options.
As of
the Effective Date, the Company shall grant the Executive an option to purchase
an aggregate of 1,550,000 shares1
of the
Company’s common stock (“Options”) under the Company’s 2008 Equity Incentive
Plan (the “2008 Plan”). Such grant shall be evidenced by an Option Agreement
issued by the Company as contemplated by the 2008 Plan and approved by the
Board. In subsequent years the Executive shall be eligible for such grants
of
Options and/or other permissible awards under the 2008 Plan as the Compensation
Committee of the Company, if any, or the Board shall determine.
Option
Price; Term.
The per
share exercise price of the Options shall be the fair market closing price
per
share of Company common stock on the date of grant (which is currently expected
to be $1.00 per share). The term of the Option (i.e., the length of time during
which the Option may be exercised) shall be ten years from the date of
grant.
Exercise.
One
third of the shares of the Options shall become exercisable on each anniversary
of the date of grant.
Payment.
The
full consideration for any shares purchased by the Executive upon exercise
of
the Options shall be paid in cash.
Termination
of Employment; Accelerated Vesting.
(i) If
the
Executive’s employment is terminated for Cause, as such term is defined below,
all Options, whether or not vested, shall immediately expire effective as of
the
date of termination of employment.
(ii) If
the
Executive’s employment is terminated voluntarily by the Executive without Good
Reason, as such term is defined below, all unvested Options shall immediately
expire effective the date of termination of employment. Vested Options, to
the
extent unexercised, shall expire one month after the termination of
employment.
(iii) If
the
Executive’s employment terminates on account of death or Disability, as defined
below, all unvested Options shall immediately expire effective the date of
termination of employment. Vested Options, to the extent unexercised, shall
expire six months after the termination of employment.
(iv) If
the
Executive’s employment is terminated (A) in connection with a Change of Control,
as defined below, (B) by the Company without Cause within 12 months of the
Effective Date or (C) by the Executive for Good Reason, all unvested Options
shall immediately vest and become exercisable effective the date of termination
of employment, and, together with any previously vested options, to the extent
unexercised, shall expire six months after any such event. These acceleration
and expiration provisions shall not apply with respect to a Change of Control
following which the Executive remains President or Chief Executive Officer
or
continues to perform functions and be responsible for duties significantly
and
substantially similar to those of one or both of those positions.
1
Assuming
fifteen million five hundred thousand (15,500,000) shares of the Company’s
common stock outstanding after taking into account the Company’s $2 million
private placement offering of its common stock at a price of $1.00 per share
(the “PPO”). Should more than $2 million be raised in the PPO, the Executive
shall receive Options to purchase approximately ten percent (10%) of the
Company’s common stock to be outstanding following the PPO.
3
(f)
Change
of Control. For
purposes of this Agreement, “Change of Control” means the occurrence of, or a
Board vote to approve, any of the following:
(i) any
consolidation or merger of the Company pursuant to which the stockholders of
the
Company immediately before the transaction do not retain immediately after
the
transaction, in substantially the same proportions as their ownership of shares
of the Company’s voting stock immediately before the transaction, direct or
indirect beneficial ownership of more than 50% of the total combined voting
power of the outstanding voting securities of the surviving business
entity;
(ii) any
sale,
lease, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company other
than any sale, lease, exchange or other transfer to any company where the
Company owns, directly or indirectly, 100% of the outstanding voting securities
of such company after any such transfer; or
(iii) the
direct or indirect sale or exchange in a single or series of related
transactions by the stockholders of the Company of more than 50% of the voting
stock of the Company.
6. Other
Benefits
(a) Insurance
and Other Benefits.
During
the Employment Period, the Executive shall be entitled to participate in the
Company’s insurance programs and any ERISA benefit plans, as the same may be
adopted and/or amended from time to time (the “Benefits”).
The
Executive shall be entitled to paid personal days on a basis consistent with
the
Company’s other senior executives, as determined by the Board. The Executive
shall be bound by all of the policies and procedures established by the Company
from time to time. However, in case any of those policies conflict with the
terms of this Agreement, the terms of this Agreement shall control.
(b) Vacation.
During
the Employment Period, the Executive shall be entitled to an annual vacation
of
such duration consistent with the Company’s policies from time to time, as
determined by the Board.
(c) Expense
Reimbursement.
The
Company shall reimburse the Executive for all reasonable business, promotional,
travel and entertainment expenses ("Reimbursable Expenses") incurred or paid
by
him during the Employment Period in the performance of his services under this
Agreement, provided that the Executive furnishes to the Company appropriate
documentation required by the Internal Revenue Code in a timely fashion in
connection with such expenses and shall furnish such other documentation and
accounting as the Company may from time to time reasonably request.
Additionally, the Company shall reimburse the Executive for reasonable
relocation expenses not to exceed $20,000 unless the Executive receives prior
approval from the Company for any amounts in excess of $20,000.
4
7. Termination;
Compensation Due Upon Termination of Employment.
The
Executive's employment hereunder may terminate as provided in paragraphs (a)
through (e) below. The Executive’s right to compensation for periods after the
date his employment with the Company terminates shall be determined in
accordance with the provisions of paragraphs (a) through (e) below:
(a) Voluntary
Resignation; Termination without Cause.
(i)
Voluntary
Resignation. The
Executive may terminate his employment at any time upon thirty (30) days prior
written notice to the Company. In the event of the Executive's voluntary
termination of employment other than for Good Reason (as defined below), the
Company shall have no obligation to make payments to the Executive in accordance
with the provisions of Sections 3 or 4, except as otherwise required by this
Agreement or by [Colombia] or U.S. law, to provide the benefits described in
Section 6, for periods after the date on which the Executive's employment with
the Company terminates due to the Executive 's voluntary resignation, except
for
the payment of the Executive’s Base Salary accrued through the date of such
resignation.
(ii) Termination
without Cause.
(A) If
the Executive’s employment is terminated by the Company without Cause at any
time during the twelve month period commencing on the Effective Date, the
Company shall (x) continue to pay the Executive the Base Salary (at the rate
in
effect on the date the Executive’s employment is terminated) until the end of
the Severance Period (as defined in Section 7(e) below), (y) to the extent
the
Milestones are achieved or, in the absence of Milestones, the Board has, in
its
sole discretion, otherwise determined an amount for the Executive’s bonus for
the initial Employment Period, pay the Executive a pro rata portion of his
Annual Bonus for the initial Employment Period on the date such Annual Bonus
would have been payable to the Executive had he remained employed by the
Company, and (z) pay any other accrued compensation and Benefits. The Executive
shall have no further rights under this Agreement or otherwise to receive any
other compensation or benefits after such termination of employment.
(B) If,
following a termination of employment without Cause, the Executive breaches
the
provisions of Sections 8 through 9 hereof, the Executive shall not be
eligible, as of the date of such breach, for the payments and benefits described
in Section 7(a)(ii), and any and all obligations and agreements of the
Company with respect to such payments shall thereupon cease.
(b) Discharge
for Cause.
Upon
(i) written notice to the Executive, the Company may terminate the Executive’s
employment for “Cause” if any of the following events shall occur:
(i) any
act or omission that
constitutes a material breach by the Executive of any of his obligations under
this Agreement;
(ii) the
willful and continued failure or refusal of the Executive to satisfactorily
perform the duties reasonably required of him as an employee of the
Company;
(iii) the
Executive’s conviction of, or plea of nolo contendere to, (i) any felony or
(ii) a crime involving dishonesty or moral turpitude or which could reflect
negatively upon the Company or otherwise impair or impede its
operations;
5
(iv) the
Executive’s engaging in any misconduct, negligence, act of dishonesty
(including, without limitation, theft or embezzlement), violence, threat of
violence or any activity that could result in any violation of federal
securities laws, in each case, that is injurious to the Company or any of its
Affiliates;
(v) the
Executive’s material breach of a written policy of the Company or the rules of
any governmental or regulatory body applicable to the Company;
(vi) the
Executive’s refusal to follow the directions of the Board;
(vii) any
other
willful misconduct by the Executive which is materially injurious to the
financial condition or business reputation of the Company or any of its
subsidiaries or affiliates,
or
(viii) the
Executive’s breach of his obligations under Section 8 or Section 9.
In
the
event Executive is terminated for Cause, the Company shall have no obligation
to
make payments to Executive in accordance with the provisions of Sections 3
or 4,
or, except as otherwise required by law, to provide the benefits described
in
Section 5, for periods after the Executive's employment with the Company is
terminated on account of the Executive's discharge for Cause except for the
Executive’s then applicable Base Salary accrued through the date of such
termination.
(c) Disability.
The
Company shall have the right, but shall not be obligated to terminate the
Executive's employment hereunder in the event the Executive becomes disabled
such that he is unable to discharge his duties to the Company for a period
of
ninety (90) consecutive days or one hundred twenty (120) days in any one hundred
eighty (180) consecutive day period, provided longer periods are not required
under applicable labor regulations (a "Permanent
Disability").
In
the event of a termination of employment due to a Permanent Disability, then
the
Company shall be obligated to continue to make payments to the Executive in
an
amount equal to Executive’s then applicable Base Salary for the Severance Period
(as defined below), payable in the form of salary continuation for the
applicable Severance Period after the Executive’s employment with the Company is
terminated due to a Permanent Disability. A determination of a Permanent
Disability shall be made by a physician satisfactory to both the Executive
and
the Company; provided,
however,
that if
the Executive and the Company do not agree on a physician, the Executive and
the
Company shall each select a physician and those two physicians together shall
select a third physician, whose determination as to a Permanent Disability
shall
be binding on all parties.
(d) Death.
The
Executive's employment hereunder shall terminate upon the death of the
Executive. The Company shall have no obligation to make payments to the
Executive in accordance with the provisions of Sections 3 or 4, or, except
as
otherwise required by law or the terms of any applicable benefit plan, to
provide the benefits described in Section 6, for periods after the date of
the
Executive's death except for then applicable Base Salary earned and accrued
through the date of death, payable to the Executive's beneficiary, as the
Executive shall have indicated in writing to the Company (or if no such
beneficiary has been designated, to Executive’s estate).
6
(e) Termination
for Good Reason.
The
Executive may terminate this Agreement at any time for Good Reason. In the
event
of termination under this Section 7(e), Company shall pay to the Executive
severance in an amount equal to the Executive’s then applicable Base Salary for
a period equal to 12 months (the “Severance
Period”),
subject to the Executive’s continued compliance with Sections 8 and 9 of this
Agreement, payable in the form of salary continuation for the applicable
Severance Period following the Executive’s termination, and subject to the
Company’s regular payroll practices and required withholdings. Such severance
shall be reduced by any cash remuneration paid to the Executive because of
the
Executive’s employment or self-employment during the Severance Period. The
Executive shall continue to receive all Benefits during the Severance Period.
The
Executive shall have no further rights under this Agreement or otherwise to
receive any other compensation or benefits after such resignation.
For the
purposes of this Agreement, “Good Reason” shall mean any of the following
(without Executive’s express written consent):
(i)
the
assignment to the Executive of duties that are significantly different from,
and
that result in a substantial diminution of, the duties that he assumed on the
Effective Date (except with respect to the diminution of duties relating to
the
function of President, it being understood by the Executive that the Company
intends to hire an additional employee to serve in that capacity);
(ii)
removal of the Executive from his position as Chief Executive Officer, or the
assignment to the Executive of duties that are significantly different from,
and
that result in a substantial diminution of, the duties that he assumed as Chief
Executive Officer, within twelve (12) months after a Change of Control (as
defined above);
(iii) a
reduction by the Company in the Executive’s then applicable Base Salary or other
compensation, unless said reduction is pari passu with other senior executives
of the Company;
(iv)
the
taking of any action by the Company that would, directly or indirectly,
materially reduce the Executive’s benefits, unless said reductions are pari
passu with other senior executives of the Company; or
(v) a
breach by the Company of any material term of this Agreement that is not cured
by the Company within 30 days following receipt by the Company of written notice
thereof.
(f) Notice
of Termination. Any
termination of employment by the Company or the Executive shall be communicated
by a written ‘‘Notice of Termination’’ to the other party hereto given in
accordance with Section 14 of this Agreement. In the event of a termination
by the Company for Cause, the Notice of Termination shall (i) indicate the
specific termination provision in this Agreement relied upon, (ii) set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated and (iii) specify the date of termination, which date shall be
the date of such notice. The failure by the Executive or the Company to set
forth in the Notice of Termination any fact or circumstance which contributes
to
a showing of Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive’s or the
Company’s rights hereunder.
7
(g) Resignation
from Directorships and Officerships. The
termination of the Executive’s employment for any reason will constitute the
Executive’s resignation from (i) any director, officer or employee position
the Executive has with the Company or any of its Affiliates and (ii) all
fiduciary positions (including as a trustee) the Executive holds with respect
to
any employee benefit plans or trusts established by the Company. The Executive
agrees that this Agreement shall serve as written notice of resignation in
this
circumstance, unless otherwise required by any plan or applicable law.
8. Non-Competition;
Non-Solicitation.
(a) Unless
the Executive terminates this Agreement pursuant to Section 7(a) or the Company
terminates the Executive’s employment for Cause, for the duration of the
Employment Period and during the Severance Period (the “Non-compete
Period”),
the
Executive shall not, directly or indirectly engage or invest in, own, manage,
operate, finance, control or participate in the ownership, management,
operation, financing, or control of, be employed by, associated with, or in
any
manner connected with, lend any credit to, or render services or advice to,
any
business, firm, corporation, partnership, association, joint venture or other
entity that engages or conducts any business the same as or substantially
similar to the Business or currently proposed to be engaged in or conducted
by
the Company and/or any of its Affiliates in South America or included in the
future strategic plan of the Business, anywhere within the United States of
America or South America; provided,
however,
that the
Executive may own less than 5% of the outstanding shares of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) including those engaged in the mining business,
other than any such enterprise with which the Company competes or is currently
engaged in a joint venture, if such securities are listed on any national or
regional securities exchange or have been registered under Section 12(g) of
the
Securities Exchange Act of 1934, as amended; and provided,
further,
that
solely with the prior approval of the Company, the Executive may participate
in
the activities of an enterprise in the commercial banking industry or mining
consultancy business;
(b) During
the Employment Period and for a period of 12 months following termination of
the
Executive’s employment with the Company, the Executive shall not:
(i)
solicit or hire, or attempt to recruit, solicit or hire, any employee, or
independent contractor of the Company, or its Affiliates to leave the employment
(or independent contractor relationship) thereof, whether or not any such
employee or independent contractor is party to an employment agreement;
or
(ii)
attempt in any manner to solicit or accept from any customer of the Company
or
any of its Affiliates with whom the Company or any of its Affiliates had
significant contact during the term of the Agreement, business of the kind
or
competitive with the business done by the Company or any of its Affiliates
with
such customer or to persuade or attempt to persuade any such customer to cease
to do business or to reduce the amount of business which such customer has
customarily done or is reasonably expected to do with the Company or any of
its
Affiliates or if any such customer elects to move its business to a person
other
than the Company or any of its Affiliates, provide any services (of the kind
or
competitive with the Business of the Company or any of its Affiliates) for
such
customer, or have any discussions regarding any such service with such customer,
on behalf of such other person.
8
The
Executive recognizes and agrees that because a violation by him of his
obligations under this Section 8 will cause irreparable harm to the Company
that
would be difficult to quantify and for which money damages would be inadequate,
the Company shall have the right to injunctive relief to prevent or restrain
any
such violation, without the necessity of posting a bond. The Non-compete Period
will be extended by the duration of any violation by the Executive of any of
his
obligations under this Section 8.
The
Executive expressly agrees that the character, duration and scope of the
covenant not to compete are reasonable in light of the circumstances as they
exist at the date upon which this Agreement has been executed. However, should
a
determination nonetheless be made by a court of competent jurisdiction at a
later date that the character, duration or geographical scope of the covenant
not to compete is unreasonable in light of the circumstances as they then exist,
then it is the intention of both the Executive and the Company that the covenant
not to compete shall be construed by the court in such a manner as to impose
only those restrictions on the conduct of the Executive which are reasonable
in
light of the circumstances as they then exist and necessary to assure the
Company of the intended benefit of the covenant to compete.
9. Confidentiality
Covenants.
(a) The
Executive understands that the Company and/or its Affiliates from time to time,
may impart to him confidential information, whether such information is written,
oral or graphic.
For
purposes of this Agreement, “Confidential Information” means information, which
is used in the business of the Company or its Affiliates and (i) is
proprietary to, about or created by the Company or its Affiliates,
(ii) gives the Company or its Affiliates some competitive business
advantage or the opportunity of obtaining such advantage or the disclosure
of
which could be detrimental to the interests of the Company or its Affiliates,
(iii) is designated as Confidential Information by the Company or its
Affiliates, is known by the Executive to be considered confidential by the
Company or its Affiliates, or from all the relevant circumstances should
reasonably be assumed by the Executive to be confidential and proprietary to
the
Company or its Affiliates, or (iv) is not generally known by non-Company
personnel. Such Confidential Information includes, without limitation, the
following types of information and other information of a similar nature
(whether or not reduced to writing or designated as confidential):
(i)
Internal personnel and financial information of the Company or its Affiliates,
information regarding oil and gas properties including reserve information,
vendor information (including vendor characteristics, services, prices, lists
and agreements), purchasing and internal cost information, internal service
and
operational manuals, and the manner and methods of conducting the business
of
the Company or its Affiliates;
9
(ii)
Marketing and development plans, price and cost data, price and fee amounts,
pricing and billing policies, bidding, quoting procedures, marketing techniques,
forecasts and forecast assumptions and volumes, and future plans and potential
strategies (including, without limitation, all information relating to any
oil
and gas prospect and the identity of any key contact within the organization
of
any acquisition prospect) of the Company or its Affiliates which have been
or
are being discussed;
(iii)
Names of customers and their representatives, contracts (including their
contents and parties), customer services, and the type, quantity, specifications
and content of products and services purchased, leased, licensed or received
by
customers of the Company or its Affiliates; and
(iv)
Confidential and proprietary information provided to the Company or its
Affiliates by any actual or potential customer, government agency or other
third
party (including businesses, consultants and other entities and
individuals).
The
Executive hereby acknowledges the Company’s exclusive ownership of such
Confidential Information.
(b) The
Executive agrees as follows: (1) only to use the Confidential Information to
provide services to the Company and its subsidiaries and affiliates; (2) only
to
communicate the Confidential Information to fellow employees, agents and
representatives on a need-to-know basis; and (3) not to otherwise disclose
or
use any Confidential Information, except as may be required by law or otherwise
authorized by the Board. Upon demand by the Company or upon termination of
the
Executive’s employment, the Executive will deliver to the Company all manuals,
photographs, recordings and any other instrument or device by which, through
which or on which Confidential Information has been recorded and/or preserved,
which are in the Executive’s possession, custody or control.
10. Executive’s
Representation.
The
Executive hereby represents that his entry into this Employment Agreement will
not violate the terms or conditions of any other agreement to which the
Executive is a party.
11. Arbitration.
In the
event of any breach arising from the performance of this Agreement, either
party
may request arbitration. In such event, the parties will submit to arbitration
by a qualified arbitrator with the definition and laws of the State of New
York.
Such arbitration shall be final and binding on both parties.
12. Governing
Law/Jurisdiction.
This
Agreement and any disputes or controversies arising hereunder shall be construed
and enforced in accordance with and governed by the internal laws of the State
of New York and, to the extent required by local labor law, the laws of country
in which the Executive is based (the “Executive’s Home Country”).
13. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and thereof and supersedes and cancels
any
and all previous agreements, written and oral, regarding the subject matter
hereof between the parties hereto. This Agreement shall not be changed, altered,
modified or amended, except by a written agreement signed by both parties
hereto.
10
14. Notices.
All
notices, requests, demands and other communications called for or contemplated
hereunder shall be in writing and shall be deemed to have been given when
delivered to the party to whom addressed or when sent by telecopy (if promptly
confirmed by registered or certified mail, return receipt requested, prepaid
and
addressed) to the parties, their successors in interest, or their assignees
at
the following addresses, or at such other addresses as the parties may designate
by written notice in the manner aforesaid:
| (a) |
to
the Company at:
|
0000
0xx
Xxxxxx,
Xxxxx 0
Xxxxxxxx,
XX 00000
Attn:
Xxxxxx X. Xxxxx
Fax:
with
a
copy to:
Gottbetter
& Partners, LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000-0000
Attn:
Xxxx X. Xxxxxxxxxx
Fax:
(000) 000-00000
| (b) |
to
the Executive at:
|
Xxxxxxx
xx xx Xxxxxxx 000, Xxx 0000
Xxxx
00,
Xxxx
Fax:
(___) ___-____
All
such
notices, requests and other communications will (i) if delivered personally
to
the address as provided in this Section 14, be deemed given upon delivery,
(ii)
if delivered by facsimile transmission to the facsimile number as provided
for
in this Section 14, be deemed given upon facsimile confirmation, (iii) if
delivered by mail in the manner described above to the address as provided
for
in this Section 14, be deemed given on the earlier of the third business day
following mailing or upon receipt and (iv) if delivered by overnight courier
to
the address as provided in this Section 14, be deemed given on the earlier
of
the first business day following the date sent by such overnight courier or
upon
receipt (in each case regardless of whether such notice, request or other
communication is received by any other person to whom a copy of such notice
is
to be delivered pursuant to this Section 14). Either party may, by notice given
to the other party in accordance with this Section 14, designate another address
or person for receipt of notices hereunder.
15. Severability.
If any
term or provision of this Agreement, or the application thereof to any person
or
under any circumstance, shall to any extent be invalid or unenforceable, the
remainder of this Agreement, or the application of such terms to the persons
or
under circumstances other than those as to which it is invalid or unenforceable,
shall be considered severable and shall not be affected thereby, and each term
of this Agreement shall be valid and enforceable to the fullest extent permitted
by law. The invalid or unenforceable provisions shall, to the extent permitted
by law, be deemed amended and given such interpretation as to achieve the
economic intent of this Agreement.
11
16. Waiver.
The
failure of any party to insist in any one instance or more upon strict
performance of any of the terms and conditions hereof, or to exercise any right
or privilege herein conferred, shall not be construed as a waiver of such terms,
conditions, rights or privileges, but same shall continue to remain in full
force and effect. Any waiver by any party of any violation of, breach of or
default under any provision of this Agreement by the other party shall not
be
construed as, or constitute, a continuing waiver of such provision, or waiver
of
any other violation of, breach of or default under any other provision of this
Agreement.
17. Successors
and Assigns.
This
Agreement shall be binding upon the Company and any successors and assigns
of
the Company. Neither this Agreement nor any right or obligation hereunder may
be
assigned by the Executive. The Company may assign this Agreement and its right
and obligations hereunder, in whole or in part.
18. Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the
same
instrument.
19. Headings.
Headings in this Agreement are for reference purposes only and shall not be
deemed to have any substantive effect.
20. Opportunity
to Seek Advice.
The
Executive acknowledges and confirms that he has had the opportunity to seek
such
legal, financial and other advice and representation as he has deemed
appropriate in connection with this Agreement.
21. Withholding
and Payroll Practices.
All
salary, severance payments, bonuses or benefits payments made by the Company
under this Agreement shall be net of any tax or other amounts required to be
withheld by the Company under applicable law of the Executive’s Home Country and
shall be paid in the ordinary course pursuant to the Company’s then existing
payroll practices.
22. Conflict
of Law.
To the
extent there is any conflict between the laws of New York and the laws of the
Executive’s Home Country with respect to any terms of this Agreement, the
parties understand that the laws of the Executive’s Home Country may control.
[the
next page is the signature page]
12
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
|
LORETO
RESOURCES CORPORATION
a
Nevada corporation
|
||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name:
Xxxxxx X. Xxxxx
Title:
Chairman
|
||
| Witness: | EXECUTIVE: | |
| _____________________ |
/s/
Xxxx Xxxxxxxxx Xxxxx
|
|
| Name: | Name: Xxxx Xxxxxxxxx Xxxxx | |
13
