EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of February
2009, is entered into by PNG Ventures, Inc., having an address at 0000 Xxxxxxx
Xxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000 (the "Company"), and Cem Hacioglu,
presently residing at 00 Xxxxxxxx Xxxxxx, Xxx. 0, Xxx Xxxx, XX 00000 (the
"Executive").
W I T N E S S E T
H:
WHEREAS,
the Company desires to employ the Executive and the Executive desires to be
employed by the Company, on the terms set forth herein
NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, and upon the condition that the Executive moves to the Dallas area
within two (2) months after the date hereof, the parties hereto hereby agree as
follows:
1. Term of Employment.
The Company hereby agrees to employ the Executive because of the unique and
extraordinary services the Executive can render to the Company, and the
Executive hereby accepts employment with the Company, on the terms set forth in
this Agreement, for the three (3) year period (the “Employment Period”)
commencing on February 16, 2009 (the “Commencement Date”) and terminating on
January 31, 2012, subject to earlier termination in accordance with the
provisions of Section 5.
2. Title; Capacity;
Duties.
(a) The
Executive shall serve, on a full-time basis, as the President and Chief
Executive Officer of the Company (and its subsidiaries). In performing his
duties hereunder, the Executive shall report to the Board of Directors and, in
addition to the responsibilities and authority provided to the President and/or
the Chief Executive Officer of the Company under the Company’s By-Laws, or as
expressly provided by Nevada Law, shall have such the responsibilities and
authority as shall be delegated to him by the Board of Directors, commensurate
with those of presidents and chief executive officers of companies of similar
size and revenues.
(b) The
Executive hereby accepts such employment and agrees, using diligent efforts, to
undertake the duties and responsibilities inherent in such position and such
other duties and responsibilities as the Board of Directors shall from time to
time reasonably assign to him, provided that such duties and responsibilities
are substantially similar to those expected of the president and chief executive
officer of a corporation of similar size and in a like or similar business to
that of the Company. The Executive agrees to devote all of his business time,
attention and energies to discharging his duties hereunder. The Executive agrees
to abide by the rules, regulations, instructions, personnel practices and
policies of the Company and any changes therein which may be adopted from time
to time by the Company.
3. Compensation.
(a) The
Company shall pay the Executive, in regular bi-weekly installments consistent
with the Company's regular payroll practices, a base salary at the annual rate
of $270,000 commencing on the Commencement Date, which shall be increased, on
each anniversary of the Commencement Date during the Employment Period, by the
greater of (x) 10%, or (y) the percentage increase in the cost of living for the
Dallas Metro area over the prior year (but in no event less than the prior
year's percentage increase) (the "Base Salary").
(b) Additionally,
If EBITDA for the calendar year ending on the December 31st
preceding the first, second or third anniversary of the Commencement Date
(“EBITDA”) is equal to or greater than $4.2 million (the “EBITDA Bonus
Threshold”), then Executive shall receive an annual performance-based bonus,
payable on the such anniversary of the Commencement Date, as
follows:
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(i)
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a
lump sum cash bonus equal to the product of (X) EBITDA, and (Y) 5%;
and
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(ii)
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an
“equity” bonus in the form of options to purchase the Company’s common
stock (“Bonus Stock Options”, and together with the cash bonus in (i)
above, being the “EBITDA Bonus”), in an amount equal to the product of (X)
EBITDA, and (Y) 7%.
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provided,
however, that if the annual EBITDA covenant in the Amended and Restated Credit
Agreement, dated as of June 26, 2008 among New Earth LNG, LLC, as borrower, the
Company, as parent, other borrowers, as loan parties, and Fourth Third LLC, as
the sole lender and Agent (the “Medley Financing”), or in any loan agreement
entered into in connection with any financing replacing the Medley Financing,
requires annual EBITDA to be maintained, but at a lower level than $4.2 million,
then the EBITDA Bonus Threshold, for all purposes hereunder shall be
reduced to such lower annual EBITDA amount, but in no event lower than $4.0
million. For purposes of this Agreement, EBITDA shall be calculated in the same
manner as determined under the Medley Financing or replacement financing, as the
case may be.
(c) The
Bonus Stock Options will vest on their grant date(s) and will be exercisable at
a price per share equal to $10, subject to adjustment as set forth in Section
3(e). Bonus Stock Options will expire 10 years from their grant
date(s).
(d) In
addition to the cash bonus and the Bonus Stock Options, the Executive shall
receive on the Commencement Date, a stock options grant (the “Employment
Options”) of 1,000,000 options to purchase the Company’s common stock at a price
equal to $10 per share, subject to adjustment as set forth in Section
3(e). The Employment Options, will have a term of 10 years and shall
vest ratably over 12 consecutive quarters commencing on the Commencement Date
(subject to continuing employment during the vesting period, and automatic
vesting upon a change of control (as described in Section 3(f)) and termination
without cause, with good reason or death or disability, all as described herein
and as to be more particularly set forth in an options
grant
agreement delivered to the Executive after the date hereof).
(e) Notwithstanding
the foregoing provisions of paragraphs (b), (c) and (d) above, thirty (30) days
following any of (i) an amendment of, waiver under or termination of the 12%
Subordinated Secured Convertible Promissory Note in favor of Black Forest
International, LLC dated June 3, 2008, in the original amount of $626,250 (the
“BFI Note”), that would eliminate the exercise price adjustment provisions of
paragraph 2.7(g) thereof, (ii) the reset under the Medley Financing related to
the private investment in public equity (“PIPE”) investment that gives rise to
the Medley reset, or (iii) a PIPE investment in which the issue price is less
than $10 per share (which, for this purpose, shall mean only the first PIPE
transaction for an amount in excess of $5 million, that the Company completes
after the Commencement Date), the number of Employment Options and Bonus Stock
Options will be increased if and as needed such that the total number of
Employment Options issued to Executive will represent the same percentage it
represents on the date hereof, and the exercise prices for the Bonus Stock
Options and the Employment Options will be reset to the lower of (x) $10, or (y)
the volume weighted average price (“VWAP”) for the 20 trading days prior to the
grant date(s) for such options.
(f) Notwithstanding
the foregoing, if the BFI Note remains outstanding, and the Company has not
obtained a waiver for such pricing of the Employment Options or the Bonus Stock
Options (collectively referred to as the “Options”), as the case may be, then
Executive will be entitled to receive (net of any sum received in respect of the
Options), on the earlier to occur of (A) the closing on a change of control of
the Company representing a sale of more than 50% of the shares of the Company to
an unaffiliated third party not a shareholder on the Commencement Date, or (B)
the seventh anniversary of the Commencement Date, an additional lump sum cash
bonus equal to the product obtained by multiplying (x) the number of unexercised
Options that are vested (or if issued would have been vested) on such date,
multiplied by (y) the increase of (i) the VWAP for the Company’s common stock
for the 20 trading days prior to such date, over (ii) the VWAP for the Company’s
common stock for the 20 trading days prior to the Commencement
Date.
4. Benefits.
(a) The
Executive shall be entitled to participate in the Company's life and disability
insurance, health benefit insurance (with coverage extended to the Executive’s
family) and retirement plans for its executive employees, in each case to the
extent that the Executive's tenure, age, health and other qualifications make
him eligible to participate.
(b) The
Company shall reimburse the Executive for all reasonable travel (coach class air
and business class hotel accommodations, where possible and solely as actually
used), entertainment and other expenses incurred or paid by the Executive in
connection with, or related to, the performance of his duties, responsibilities
or services under this Agreement, upon presentation by the Executive of
documentation, expense statements, vouchers and/or such other supporting
information and compliance with such other procedures as are in effect from time
to
time for
reimbursement of business expenses for all senior executive employees. Such
reimbursements shall be reported to the Company quarterly or more frequently, at
the Executive's election. For flights in excess of 3 hours, business
class air will be reimbursed. Additionally, the Company shall
reimburse Executive or pay directly the Executive’s reasonable attorney’s fees
in connection with this Agreement up to a maximum of $5,000.
(c) The
Executive shall be entitled to the number of vacation days customarily accorded
senior executive employees of the Company, but in no event less than four (4)
weeks per year.
(d) The
Company will reimburse up to $50,000 of documented expenses for relocation
(including travel expenses for the Executive and his family between Dallas and
New York/Los Angeles, in addition to the customary relocation expenses) of which
$25,000 will be advanced to the Executive upon signing of this
Agreement. Notwithstanding and in recognition of the requirement for
you to move to the Dallas area within 2 months of the Commencement Date, the
relocation reimbursement will be available to the Executive until the first
anniversary of the Commencement Date. Furthermore, any unused funds
will be available to cover additional relocation expenses the Executive (or hi
family) may incur if the Company headquarters are moved from the Dallas metro
area or if the Executive is terminated prior to the end of the Employment Period
(without cause, with good reason or upon death or disability) pursuant to the
provisions of paragraphs 5(a)(i) or (iii) hereof.
5. Employment
Termination.
(a) The
employment of the Executive by the Company pursuant to this Agreement shall
terminate upon the occurrence of any of the following:
(i) at
the election of the Company without "cause" (as defined herein below),
immediately upon written notice by the Company to the Executive; or at the
election of the Executive, with “good reason” (hereinafter defined);
or
(ii) at
the election of the Company for "cause," immediately upon written notice by the
Company to the Executive; or
(iii) upon
the Executive's death or "disability" (as defined herein below), immediately
upon written notice by the Company to the Executive
(b) For
the purposes of this Agreement, "cause" for termination shall be deemed to exist
upon (i) a reasonable and good faith finding by the Company as determined by it
in its sole discretion, of a material and repeated failure of the Executive to
provide his full business time and attention to his reasonably assigned duties
for the Company (including, without limitation, unexcused failure to report for
work) for reasons other than the Executive’s death or disability, or the
Executive's gross negligence or willful misconduct; which failure or deficiency
remains uncured (if curable) for a period of thirty (30) days following written
notice by the Company to the Executive which specifies the reasons for the
potential cause determination; (ii) the material breach by the Executive of any
of the provisions of this Agreement for reasons other than the Executive’s death
or disability, which breach remains uncured (if curable) for a period of thirty
(30) days following written notice by the Company to the Executive which
specifies the reasons for the potential cause determination; (iii) the
conviction of the Executive of, or the entry of a pleading of guilty or nolo contendere by the
Executive to, any felony; (iv) the Executive having committed any theft,
embezzlement, fraud or other intentional act of dishonesty involving the
business of the Company; or (v) any adjudication in any civil suit, or written
acknowledgment by the Executive in any agreement or stipulation of the
commission of any theft, embezzlement, fraud or other intentional act of
dishonesty involving any other person.
For
purposes of this Agreement, "good reason" means, without the written consent of
the Executive, (i) a material reduction by the Company in the Executive's duties
or position, (ii) a reduction of the Executive's compensation or benefits as set
forth in this Agreement, (iii) the relocation of the Executive's principal place
of employment, except as set forth herein or (iv) any other material breach by
the Company of this Agreement. Prior to a termination with good
reason, the Company shall have thirty (30) days to cure the deficiency or
deficiencies related to the potential good reason determination.
(c) For
purposes of this Agreement, the term "disability" shall mean (x) a disability
(by reason of accident, illness, mental or physical cause) which in fact
incapacitates the Executive from performing substantially the services
contemplated herein for a period of three (3) consecutive months or for an
aggregate of four (4) months during any twelve (12) month period during the term
of this Agreement, or (y) a disability, the nature of which is such that in the
opinion of a physician selected by the Company (and the Executive hereby agrees
to submit to an examination by such physician), the Executive shall be
incapacitated from performing the services contemplated herein for a period of
three (3) consecutive months or for an aggregate of four (4) months during any
twelve (12) month period during the term of this Agreement. A
termination by the Company pursuant to the provisions of paragraph 5(a)(iii)
above, shall be treated as a termination without “cause” pursuant to the
provisions of paragraph 5(a) (i) above.
6. Effect of Early
Termination.
(a) In
the event the Executive's employment is terminated pursuant to Section 5(a)(i),
the
Company
shall pay to the Executive, (i) in a lump sum upon termination, the Base Salary
otherwise scheduled to be paid to the Executive for the remainder of the
Employment Period (subject to the percentage increases provided in paragraph
3(a) hereof), plus (ii) if EBITDA shall have exceeded the EBITDA Bonus
Threshold, determined for this purpose only based on the trailing 12 months
prior to termination, then the Executive also shall receive the EBITDA Bonus
(based on such calculation) (the “Termination EBITDA Bonus”), plus (iii) accrued
benefits and the reimbursement of expenses incurred to the date of termination,
plus (iv) accelerated vesting of all of the unvested Employment Options, plus
(v) if the Executive is entitled to receive the Termination EBITDA Bonus, the
Executive also shall receive, for each employment year remaining during the
Employment Period after termination a lump sum amount (the “Final EBITDA Bonus”)
equal to the Termination EBITDA Bonus; provided, however, that the Executive
shall not receive any Final EBITDA Bonus if the Company then is in default of
the Medley Financing or any other financing of the Company or shall not receive
the applicable cash portion or equity portion of the Final EBITDA Bonus if the
payment of the applicable cash portion or equity portion of the Final EBITDA
Bonus would cause a default thereunder. In the event that the Company
cannot pay a lump sum amount either because it does not have the funds or that
such payment would result in a default under any of the Company’s other
agreements, the Company and Executive agree to negotiate a payment schedule in
good faith. In the event that such termination of employment occurs prior to the
first anniversary of the Commencement Date, then if EBITDA (annualized, based on
the trailing months since the Commencement Date and prior to termination) shall
have exceeded the EBITDA Bonus Threshold, the Executive shall be entitled to the
EBITDA Bonus for the first employment year during the Employment Period and such
EBITDA Bonus shall become the Final EBITDA Bonus to be paid on account of each
employment year remaining during the Employment Period after
termination. For illustration purposes only, the parties agree that
the following is an example of the treatment of the Termination EBITDA Bonus and
the Final EBITDA Bonus in connection with a termination under Section 5(a)(i)
after December 31, 2009 and prior to December 31, 2010: If the
Termination EBITDA Bonus is payable under this Section 6(a), the Executive would
receive the full Termination EBITDA Bonus for the year of
termination. In addition, the Executive would receive 100% of the
same amount as the Final EBITDA Bonus, in each case, subject to the treatment of
the payments in connection with a default under the financing agreements of the
Company.
Upon
receipt by Executive (or his estate, as the case may be) of such sums payable by
the Company as provided in this paragraph, Executive (or his estate, as the case
may be) will provide the Company with a confirmation of receipt of payment and a
general mutual release of claims.
(b) In
the event the Executive's employment is terminated, at the election of the
Company pursuant to Section 5(a)(ii), or for any other reason except as set
forth in this Section 6, the Company shall pay to the Executive only the Base
Salary through the last day of his actual employment by the Company, payable in
accordance with the Company's regular payroll practices, plus accrued benefits
and the reimbursement of expenses incurred to the date of
termination. In such event, the Executive shall forfeit the right to
receive any then ungranted Bonus Stock Options and shall forfeit all unvested
Employment Options. Upon receipt by
Executive
of such sums payable by the Company as provided in this paragraph, Executive
will provide the Company with a confirmation of receipt of payment and a general
mutual release of claims; provided, however, that if the release of claims by
the Company would diminish its rights under any insurance policy covering any
related loss by the Company, then the Company may elect to waive the requirement
that the parties deliver such releases.
(c) In
the event the Executive's employment is terminated pursuant to Section
5(a)(iii), the Company shall pay to the estate of the Executive, or to the
Executive, as the case may be, the amounts payable in the case of a termination
pursuant to the provisions of paragraph 6(a) above, and all Employment Options
shall be deemed to have vested fully. Upon receipt by Executive (or
his estate, as the case may be) of such sums payable by the Company as provided
in this paragraph, Executive (or his estate, as the case may be) will provide
the Company with a confirmation of receipt of payment and a general mutual
release of claims.
7. Breach of Contract by the
Executive.
(a) The
Executive recognizes that the Company is entering into this Agreement in order
to obtain the exclusive use of his personal services during the term hereof,
that Executive's services are of a special, unique, unusual, extraordinary,
creative and intellectual character, and that the commercial success of the
enterprise for which the Executive has been hired depends primarily upon the
unique character of his services. The Executive therefore agrees that the
diversion of the Executive's services to unrelated business endeavors during the
term of this Agreement, in violation of this Agreement and without consent of
the Company, shall be a material breach of this Agreement (which is deemed not
curable).
(b) The
Executive further agrees that, in addition to any other remedies which may be
available, the Company shall have the right to seek specific performance and
injunctive relief, without the need to post a bond or other security, to enforce
any of the rights and privileges of the Company or any of the covenants or
obligations of the Executive hereunder, including, without limitation, the
covenants and obligations of the Executive set forth in this Section
7.
8. Non-Competition;
Non-Solicitation.
(a) During
the term of the Executive's employment by the Company, and until January 31,
2013 (the “NonCompete Period”), the Executive shall not, directly or indirectly,
as an individual proprietor, partner, stockholder, officer, executive, director,
joint venturer, investor, lender, or in any other capacity whatsoever (other
than as a holder of not more than one percent (1%) of the total outstanding
stock of a publicly held company), engage in a business that competes with the
business of the Company; provided, however, that if the Executive’s employment
is terminated pursuant to paragraphs 5(a)(i) or (iii) hereof, then the
NonCompete Period shall terminate 12 months after the date of the termination of
the Executive’s employment.
(b) During
the term of the Executive's employment by the Company, and until
January
31, 2013, the Executive shall not, directly or indirectly:
(1) solicit
or induce, or attempt to induce, any other person or entity having any
continuing or periodic contractual relationship with the Company to terminate,
reduce or materially alter their relationship with, or otherwise cease
negotiations and/or business activity with, the Company; or
(2) solicit,
divert or take away, or attempt to divert or to take away, the business or
patronage of any persons who had a contractual relationship with the Company or
with whom the Company was involved in negotiating any such relationship within
six (6) months of the effective date of termination, and with whom the
Executive, while employed by the Company, had significant personal contacts or
relationships.
(c) The
restrictions contained in this Section 8 are necessary for the protection of the
trade secrets, proprietary information and contractual relationships of the
Company, all of which the Executive acknowledges may be disclosed to the
Executive while in the Company's employ, and are considered by the Executive to
be reasonable for such purpose. The Executive agrees that any breach of this
Section 8 shall cause the Company substantial and irrevocable damage and
therefore, in the event of any such breach, the Executive agrees that (i) he
shall forfeit his right to receive the balance of any compensation due him under
this Agreement, and (ii) the Option shall be void and of no further force or
effect, and in addition to any other remedies which may be available, the
Company shall have the right to seek specific performance and injunctive relief,
without the need to post a bond or other security.
(d) If
any restriction set forth in this Section 8 is found by a court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range of
activities or geographic areas as to which it may be enforceable.
9. Proprietary Information and
Developments.
(a) The
Executive acknowledges and agrees that due to the uniqueness of his position,
information is available to him which is of such a highly confidential and
proprietary nature as to constitute a trade secret, and any conduct by him which
makes use of such information (except as part of the performance of his duties
on behalf of the Company) would be a breach of his fiduciary duty to the
Company. Accordingly, and in furtherance of the terms of Section 8, the
Executive agrees that all information and knowhow, whether or not in writing, of
a private, secret or confidential nature concerning the Company's business or
financial affairs or business methods received by him from the Company or of
which he became aware during the term of his employment (collectively,
"Proprietary Information"), is and shall be the exclusive property of the
Company. The Executive shall not disclose any Proprietary Information to others
outside the Company (except as part of the performance of his duties on behalf
of the Company), or use the same for any unauthorized purposes, without written
approval by the Company, either during or after his employment, unless and until
such Proprietary Information has become public
knowledge
without fault of the Executive.
(b) The
Executive agrees that all tangible material containing Proprietary Information,
whether created by the Executive or others, which shall come into his custody or
possession during the term of his employment, shall be and is the exclusive
property of the Company to be used by the Executive only in the performance of
his duties for the Company, and to be returned to the Company upon the
termination of his employment.
(c) The
Executive agrees that he shall not disclose or use information, know-how and
records of the types set forth in paragraphs (a) and (b) above which constitute
Proprietary Information of any third party with whom the Company has a
contractual relationship which obligates the Company to maintain the
confidentiality of such Proprietary Information, except to the extent such
disclosure or use would be during the course of the performance by the Executive
of his duties on behalf of Company and such disclosure or use does not
constitute a breach of the contractual relationship between the Company with
such third party.
10. Survival. The
provisions of Sections 3(f), 6, 7, 8, 9, 11, 16, 20, 21 and 23 shall
survive the termination of this Agreement for any reason.
11. Arbitration. Any
controversy or claim arising out of or relating to this Agreement or the breach
of this Agreement (except as otherwise set forth herein, including without
limitation, as set forth in Sections 7 and 8 hereof) that cannot be resolved by
the Executive and the Company, including any dispute as to the calculation of
the Executive's bonuses or any payments hereunder, shall be submitted to
arbitration in New York City in accordance with New York law and the procedures
of the American Arbitration Association before a single arbitrator mutually
acceptable to the parties. The determination of the arbitrator(s) shall be
conclusive and binding on the Company and the Executive and judgment may be
entered on the arbitrator(s)' award in any court having
jurisdiction.
12. Notices. All notices
required or permitted under this Agreement shall be in writing and shall be
deemed effective upon delivery personally or to its address first above
written.
13. Entire Agreement.
This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, whether written or oral,
relating to the subject matter of this Agreement.
14. Amendment. This
Agreement may be amended or modified only by a written instrument executed by
both the Company and the Executive.
15. Governing Law. This
Agreement shall be construed, interpreted and enforced in accordance
with the laws of the State of New York.
16. Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
both parties and their respective successors, permitted assigns, legal
representatives and heirs; provided, however, that the
Company may assign this Agreement and all of its rights and obligations
hereunder, but that the obligations of Executive are personal and shall not be
assigned by him and if the assignee of the Company does not honor the Company’s
obligations described hereunder, the Company shall remain liable.
17. Waiver. No delay or
omission by the Company in exercising any right under this Agreement shall
operate as a waiver of that or any other right. A waiver or consent given by the
Company on any one occasion shall be effective only in that instance and shall
not be construed as a bar or waiver of any right on any other
occasion.
18. Severability. In case
any provision of this Agreement shall be invalid, illegal or otherwise
unenforceable by a tribunal of competent jurisdiction, the validity, legality
and enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
19. Counterparts. This
Agreement may be executed in any number of counterparts, all of which, when so
executed, shall be deemed an original but all of which together shall constitute
one instrument.
20. 409A. This
Agreement shall be administered, interpreted and construed in a manner that does
not result in the imposition of additional taxes or interest under Section 409A
of the Internal Revenue Code of 1986, as amended (the "Code"). If any
amount to be paid to the Executive on account of his separation of service while
he is a "specified employee" (as defined under Section 409A of the Code) is
"deferred compensation" (as defined under Section 409A of the Code, after giving
effect to the exemptions thereunder), such amount shall be delayed until the
first business day after the lapse of six months after separation of separation
of service.
21. Non-Disparagement. Each
party hereto agrees it will not during Executive’s employment with the Company
or at any time thereafter, publicly disparage the other
party. Nothing in this Section 21 should be construed to preclude
either party hereto from making truthful disclosures required by applicable law,
regulation or order of court or governmental agency.
22. Notices. All
notices, requests, consents and other communications required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given
on the next business day if sent by private overnight courier service; on the
fourth business day after mailing if by registered or certified mail, postage
prepaid (return receipt requested and received); and on the day of delivery if
by facsimile accompanied by facsimile machine-generated confirmation or
delivered personally, to the Company and Executive at the address set forth in
the introduction to this Agreement (or to such other address as either party
shall designate by notice in writing to the other in accordance
herewith)
23. Indemnification. The
Company shall indemnify, defend and hold harmless Executive against any
liability incurred by Executive as an employee of the
Company. The
Company
shall be obligated to pay the claims or expenses of the Executive required under
this Section 23 including defense cost, directly to the third party to whom
payment is due and owing, without the necessity of the Executive making such
payment and seeking reimbursement from the Company. For the avoidance
of doubt, the provisions of this Section 23 shall survive the termination or
expiration of Executive’s employment under this Agreement irrespective of the
reason for such termination.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year set forth above.
PNG
VENTURES, INC.
By: /s/ W.
Xxxxxxx Xxxxxx /s/ Cem
Hacioglu
Name: W.
Xxxxxxx Xxxxxx Cem
Hacioglu
Title:
Chairman of the Board of Directors,
by order of the Board of
Directors
