EXHIBIT 10.30
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as effective the lst day of September, 1996 by
and between VAALCO ENERGY, INC., a Delaware corporation (hereinafter called "the
Company"), and Xxxxxxx X. Xxxxxxxxx III (hereinafter called "the Executive").
WHEREAS:
A. The Company wishes to retain the services of the Executive as Vice
President and General Counsel of the Company upon the terms and conditions
and subject to the provisions of this Agreement.
B. The Executive has agreed to serve the Company as Vice President and General
Counsel of the Company upon the terms and conditions and subject to the
provisions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged and confessed, the parties hereto agree as
follows:
1. CONTRACT OF EMPLOYMENT
The Company shall employ the Executive and the Executive shall continue to
serve the Company as its Vice President and General Counsel for the period
and upon the terms and conditions and subject to the provisions of this
Agreement.
2. TERM
This Agreement will continue for a period of one year from the date hereof,
and thereafter for such period as may be agreed in writing between the
parties.
3. DUTIES AND OBLIGATIONS
The Executive shall in performance of his duties:
(1) To the best of his ability, use his talent, skill, expertise, knowledge,
personality and energy to assist the Company in the operation and expansion
of its petroleum business and under take such other duties and exercise
such powers in relation to the Company and its business as the Board of
Directors of the Company (hereinafter called "the Board") may from time to
time properly and reasonably delegate or assign to him;
(2) observe and comply with all lawful and reasonable resolutions,
instructions, policies and directions from time to time made or given by
the Board;
(3) subject to Section 5 hereof, devote his time, skill and effort to the
discharge of his duties under this Agreement; and
(4) Serve on the Board of directors of the company.
4. TITLE
The Executive shall have and be known under the title of "Vice President
and General Counsel" of the Company.
5 OTHER BUSINESS
During the course of his employment hereunder, the Executive may be engaged
or Interested, either directly or indirectly, in any capacity, whether as a
principal, active investor or participant, consultant or otherwise, in any
trade business or occupation whatsoever (without limitation), including the
businesses of exploring for, producing and selling petroleum in any part of
the world, and practicing law, in addition to his employment by the Company
and may be involved with any activity or undertaking whatsoever PROVIDED
such trade, business, occupation, activities or undertakings do not
materially detract from his ability to discharge his responsibilities under
this Agreement.
6 REMUNERATION
(1) In consideration of the performance of the above-described duties during
the course of his employment hereunder, the Company will pay the Executive
an annual salary of Xxx Xxxxxxx Xxxxx Xxxxxxxx xxx 00/000 Xxxxxx Xxxxxx
Dollars (US$160,000.00) payable at the rate of Thirteen Thousand Three
Hundred Thirty Three and 33/100 United States Dollars (US$13,333.33) per
calendar month, on the first day of each calendar month. The first such
payment shall be made on October 1, 1996 in respect of the Executive's
salary entitlement for the month of September, 1996. The salary will be
reviewed annually on each anniversary of the date of, and during the term
of, this Agreement by the Company; provided, that the Company will not be
under any obligation to increase the salary on such annual review but may
not decrease the salary.
(2) In further consideration of the performance of the above-described duties
during the course of his employment, the company will give to the Executive
one million common shares in the form of warrants which may be exercised at
the following levels:
-250,000 warrants at $ .50
-250,000 warrants at $2.50
-250,000 warrants at $5.00
-250,000 warrants at $7.50
The warrants are for a term of five (5) years from September 1, 1996.
(3) The Company may also make available to the Executive such allowances and
benefits as the Board shall from time to time determine.
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(4) The Executive will be entitled to:
(a) Two weeks vacation leave in each year of employment at times mutually
convenient, and all vacation leave not taken in any one year may be
accumulated to a maximum of four weeks;
(b) two weeks annual cumulative sick leave; and
(c) reimbursement of reasonable expenses incurred or paid by the Executive from
time to time in connection with his performance of services hereunder.
7 CONFIDENTIALITY
The Executive recognizes and agrees that the business of the Company and
its business interests require a confidential relationship between it and
its employees and the fullest practical protection and confidential
treatment of its trade secrets, trade practices, prospects, transactions,
customers and other knowledge of the business which will be or have been
conceived, developed or learned by the Executive during the Executive's
course of employment with the Company. Accordingly, the Executive agrees
that during the Executive's term of employment with Company and for a
period of one year thereafter, the Executive will:
(1) Keep secret and confidential all such information, trade secrets,
prospects, transactions, customer lists, and business practices of the
Company;
(2) not use or aid others in using, directly or indirectly, the same in
competition with the Company; and
(3) not contact or solicit the customers, employees, brokers, salesman,
investors or competitors of the Company in any manner which relates to any
business engaged in by the Company.
8 EARLY TERMINATION
The Company shall have the right to terminate the employment of the
Executive forthwith by notice in writing if the Executive shall at any time
during the term of this Agreement:
(a) commit any felony; or
(b) be guilty of any grave misconduct or gross neglect in the discharge of his
duties hereunder such that would otherwise entitle the Company to instantly
dismiss him at common law; or
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(c) commit any material breach of any of the provisions of this Agreement and
not rectify that breach within seven days of being requested to do so in
writing by the Board; or
(d) in the opinion of two independent medical specialists, at any time be
incapacitated or prevented by physical or mental illness, injury, accident
or any other circumstances beyond his control from discharging his duties
hereunder; or
(e) in the opinion of the Board, after an aggregate absence (due to illness,
injury, accident or other circumstance) of a total of sixty or more days in
any twelve consecutive months, be incapacitated or prevented from
discharging his duties hereunder.
Until termination of the Agreement pursuant to subsections (d) or (e), the
Executive shall be entitled to receive his salary during his absence from
business due to incapacity for up to a total period not exceeding twelve
weeks for every period of twelve months of employment by the Company
(including the period prior to execution of this Agreement).
9 PAYMENT ON TERMINATION
(1) On the termination of the Executive's employment hereunder for any reason
whatsoever he shall be entitled to receive an amount equal to his salary to
the date of effective termination (any required notice having been given).
(2) On the termination of the Executive's employment hereunder for any reason
whatsoever except those matters referred to in paragraphs (a), (b) and (c)
of Section 8 he shall, in addition to the payments mentioned in Section
9(1), be entitled to receive full payment of salary for the unexpired term
of his employment hereunder.
10 GENERAL
This Agreement shall be governed and interpreted in accordance with the law
of the State of Texas and the parties hereby submit to the jurisdiction of
the Courts of that State and of all courts that have jurisdiction on appeal
therefrom.
11 NOTICES
Any notice given hereunder shall be in writing and signed by the party
giving the notice and addressed to the other party at the address first
shown herein or such other address as that party may prescribe by written
notice to the other. Service may be made by registered mail in which case
it shall be deemed to be served on the fifth day following the date of
posting.
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12. PREVIOUS AGREEMENTS
This Agreement supersedes any previous agreement whether written or oral
between the Company and the Executive relating in any way to his
employment in any capacity by the Company.
13. COSTS
The Company shall pay the reasonable costs of the preparation and
execution in respect of this Agreement.
IN WITNESS WHEREOF this Agreement has been duly organized as of the day and year
first above written.
VAALCO ENERGY, INC., a
Delaware corporation
By:/s/W. XXXXXXX XXXXXXXXX
W. Xxxxxxx Xxxxxxxxx President
By:/s/XXXXXXX X. XXXXXXXXX III
Xxxxxxx X. Xxxxxxxxx III
