Exhibit 10.1
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EMPLOYMENT AGREEMENT
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This Employment Agreement is made and entered into by and between Amen
Properties, Inc. ("Employer") and Xxxx Xxxxxx ("Employee"), effective as of
March 1, 2007 (the "Effective Date"). In consideration of the mutual covenants
herein contained, and other good and valuable consideration, the parties hereby
agree as follows:
1. Employer hereby employs Employee, and Employee hereby accepts
employment from Employer upon the terms and conditions set forth
herein. Employer is Amen Properties, Inc. ("Amen"), and Employee
acknowledges and agrees that he will provide services to or for the
benefit of Employer or their respective subsidiaries, at the
discretion of the Board of Directors of Amen. As used herein, the term
"Business" shall include the businesses of Amen or any such subsidiary
to which Employee provides services
2. Term. This Agreement shall commence the 1st day of March, 2007 and
shall not be subject to termination except for Cause until on or after
the 28th day of February, 2009. From and after that date, this
Agreement may be terminated by either party with or without Cause and
shall extend until terminated in accordance with Section 9 below.
"Cause" shall mean either of the following:
a. Employee's gross negligence or willful misconduct in the
performance of the duties and services required of Employee
pursuant to this Agreement;
b. Employee's final conviction of a felony;
3. Productive Time. Employee shall devote his entire productive time,
ability and attention to the Business, at the office of the Business
and at such other locations as Employer shall direct. The foregoing
notwithstanding, the parties recognize and agree that Employee may
engage in passive personal investments and other business activities,
which do not conflict with the business and affairs of Employer or
interfere with Employee's performance of his duties hereunder.
4. Compensation:
a. Salary. Employee shall be paid the sum of $140,000 per annum,
payable semimonthly on the fifteenth and the last day of each
month during the term hereof, pro-rated at the beginning and at
the termination of this Agreement, subject to any adjustment as
the parties shall agree in writing. This salary will be reviewed
annually on the anniversary date of the Agreement by Employee and
Employer for potential adjustment related to changes in
responsibility or market conditions.
b. Bonus. Employee shall be paid an annual bonus based on the
increase in Book Value per share ("BVPS") of the Employer's
common stock. BVPS is calculated as year-end audited Shareholders
Equity (Total Assets minus Total Liabilities) divided by the
fully diluted number of common shares outstanding. The maximum
bonus payment that can be earned for any fiscal year is equal to
60% of the Employee's annual salary for that year. The minimum
increase in BVPS required to earn a bonus is 10%, for which the
Employee will receive a bonus of 10% of his then-current salary.
The increase in BVPS required to earn the maximum bonus is 20%.
Employee shall be paid a pro-rated bonus for increases in BVPS
between 10% and 20%. The annual bonus shall be paid in
semi-annual installments. The Employee can receive the bonus in
cash, restricted stock or any combination of the two. The
monetary value of any portion of the annual bonus that the
Employee elects to receive in restricted stock rather than cash
shall be adjusted upward by 20% (for example, a $10,000 cash
bonus would be equal to $12,000 in restricted stock). The stock
price that shall be used to determine the number shares issued is
the average closing stock price for the last twenty days of the
period for which the bonus is being paid. For fiscal year 2007,
the bonus will be based on the increase in BVPS for fiscal year
2007; in 2008, the bonus will be based on the average increase in
BVPS for fiscal years 2007 and 2008; thereafter, the bonus will
be based on a three year moving average increase in BVPS.
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5. Insurance. Employee and Employee's spouse and dependent children shall
be provided, free of cost, health insurance consistent with the health
insurance provided to key employees of Employer as of the Effective
Date, but, in no event, shall there be any decrease in the nature and
scope of coverage and no increase in any deductible for the insurance
provided to Employee as of the Effective Date, unless such changes are
common to those participating in the plan.
6. Reimbursable Expenses. During the term, Employer shall pay or
reimburse Employee for all actual, reasonable and customary expenses
incurred by Employee in the course of his employment; including, but
not limited to, travel, entertainment, office space and supplies,
subscriptions and dues associated with Employee's membership in
professional, business and civic organizations; provided that such
expenses are incurred and accounted for in accordance with Employer's
applicable policies and procedures.
7. Confidentiality. Employee shall treat all information and knowledge of
Employee relating to Employer's Business, including without limitation
the customers, customer list, perspective customers, customer
contacts, customer electricity demands and prices, data, pricing
information, and all other information of Employer and its Business
confidential and shall treat the same for all purposes as trade
secrets of Employer, never disclosing the same to anyone or utilizing
the same for the benefit of Employee or any other person or entity
whomsoever.
8. Employer Property. Upon termination of employment, Employee will
return to Employer all records, books, lists, reports, documents,
files, and data stored on computers or in any other means, whether
original or copies and coming into employee's possession by or through
his employment by Employer.
9. Termination. The Employee's employment hereunder may be terminated by
Employer or the Employee, as applicable, without any breach of this
Agreement, only under the following circumstances and with the
following consequences:
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a. Automatically upon Employee's death.
b. By (i) Employer upon Employee's Permanent Disability, for Cause
or for any reason other than for Cause, and (ii) Employee for
Good Reason (as defined herein). As used herein, "Permanent
Disability" shall mean Employee's physical or mental incapacity
to perform his usual duties with such condition likely to remain
continuously and permanently as reasonably determined by the
Board of Directors of Amen in good faith.
c. If Employee's employment is terminated by Employee for Good
Reason or by Employer for any reason other than Cause, Employee
shall be entitled to each of the following:
i. Employer shall pay to Employee a severance benefit
consisting of either but not both of: 1) a single lump sum
cash payment equal to one year of Employee's base salary as
in effect at the date of Employee's termination of
employment, Such severance benefit shall be paid no later
than sixty (60) days following Employee's termination of
employment; or, 2) 12-months of salary continuation, paid
semimonthly and at the same rate as in effect at the date of
Employee's termination of employment. The decision of
whether to pay a 12-month lump sum or 12-months of salary
continuance is at the sole discretion of Employer.
ii. Employee shall be entitled to any individual bonuses or
individual incentive compensation under Employer's plans, or
any successor annual incentive compensation plan, for the
year of Employee's termination of employment determined as
if Employee had remained employed by the Employer for the
entire year. Such amounts shall be paid to Employee at the
time that such amounts are paid to similarly situated
employees.
iii. "Good Reason" shall mean a termination of employment by
Employee because of a material breach by Employer of any
material provision of this Agreement which remains
uncorrected for sixty (60) days following written notice of
such breach by Employee to Employer, provided such
termination occurs within sixty (60) days after the
expiration of the notice period; or A termination of
employment by Employee within six (6) months after a
material reduction in Employee's rank or responsibility when
accompanied by a reduction in employee's base salary and
bonus as outlined herein with Employer.
10. Successors and Assigns. This Agreement shall inure to and be binding
upon Employer as well as any successor owner of the business of
Employer. Neither Employer nor Employee may transfer or assign their
responsibilities hereunder without the prior written consent of the
other party, which consent shall not be unreasonably withheld or
delayed.
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11. Entire Agreement. This constitutes the entire agreement of the
parties. The terms hereof may not be modified or amended as set forth
herein, or by written instruments signed by the parties sought to be
charged thereby.
SIGNED this 30th day of July, 2007 and effective as of Effective Date.
EMPLOYER:
AMEN PROPERTIES, INC.
By:
Xxx X. Xxxxxx, Chief Executive Officer
EMPLOYEE:
Xxxx Xxxxxx
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