EXHIBIT 10.39
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into by and between INLAND RESOURCES
INC. (hereinafter referred to as "Employer") and XXXXXXX X. XXXXXXX (hereinafter
referred to as "Employee").
WHEREAS, Employer has employed Employee as its Secretary and Treasurer; and
WHEREAS, Employer desires to retain Employee as its Secretary and Treasurer
and Employee desires to accept such employment.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Employer and Employee agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee to serve as Secretary
and Treasurer of Employer.
2. DUTIES. During his employment, Employee shall devote all of his
working time, energies and skills to the management of Employer's business.
Employee agrees to serve Employer diligently and to the best of his ability.
Employee shall render services consistent with those of a person in his position
and shall perform all duties incident to such office and all such further
similar duties that may, from time to time, be assigned to him by Employer.
Employee's duties include finding further business opportunities for Employer
and Employee agrees to bring to Employer for acceptance or rejection all
business opportunities located by or made available to Employee.
3. COMPENSATION. Employee's compensation for services performed under
this Agreement shall be as follows:
(a) BASE SALARY. Employer shall pay Employee a base salary ("Base
Salary") of Eighty-Five Thousand Eight Hundred and No/100 Dollars
($85,800.00) per year. In addition, the Compensation Committee of the
Board of Directors of Employer (the "Committee") shall, in good faith,
consider granting increases in such salary based upon such factors as
Employee's performance and the growth and/or profitability of Employer, but
it shall have no obligation to grant any such
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increases in compensation. Such Base Salary shall be payable in equal semi-
monthly installments on the fifteenth day and the last working day of the
month, or at such other times and in such installments as may be agreed
upon between Employer and Employee. All payments shall be subject to the
deduction of payroll taxes and similar assessments as required by law.
(b) BONUS. In addition to the Base Salary, Employee shall be eligible
to receive bonus compensation in such amounts and at such times as the
Committee shall, from time to time, determine.
4. EXPENSES AND BENEFITS. Employee is authorized to incur reasonable
expenses in connection with the business of Employer, including expenses for
entertainment, travel and similar matters. Employer will reimburse Employee for
such expenses upon presentation by Employee of such accounts and records as
Employer shall, from time to time, require. Employer also agrees to provide
Employee with the following benefits:
(a) EMPLOYEE BENEFIT PLANS. Employee shall be entitled to participate
in employee benefit plans or programs of Employer, if any, to the extent
that his position, tenure, salary, age, health and other qualifications
make him eligible to participate, subject to the rules and regulations
applicable thereto. Such additional benefits shall include, subject to the
approval of the Committee, full medical, dental and disability income
insurance.
(b) OTHER. Such items and benefits as Employer shall, from time to
time, consider necessary or appropriate to assist Employee in the
performance of his duties.
(c) VACATIONS. Employee shall be entitled (in addition to the usual
public holidays) to a paid vacation for a period in each calendar year not
exceeding three (3) weeks, to be taken at such times as may be approved by
Employer.
5. TERM. The term of this Agreement shall be for one (1) year,
beginning from the effective date hereof, and shall be automatically renewed for
successive one (1) years terms. In addition, this Agreement shall terminate as
provided for in Section 7 or upon the death of Employee.
6. DISABILITY. In the event that Employee becomes Permanently Disabled
(as hereafter defined) during the term of this Agreement and while engaged in
the scope of his employment by Employer, Employee shall continue in the employ
of Employer but his compensation hereunder shall be reduced to one-half ( 1/2)
of the Base Salary then in effect, as set forth in Section 3(a) hereof,
commencing upon the determination of Employee's Permanent Disability and
continuing thereafter until the first to occur of (a) twelve (12) months or (b)
the death of Employee or (c) the
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expiration of the term of this Agreement; and during such period of time,
Employee shall not be entitled to payment of expenses or benefits specified in
Section 4 hereof (except for reimbursement of expenses incurred by Employee
prior to becoming Permanently Disabled), except that Employer shall continue to
provide Employee with the insurance benefits specified in Section 4(a) hereof.
In addition, any compensation payable to Employee by Employer shall be reduced
by any amount which Employee is eligible to receive from workers compensation,
social security or disability insurance provided by Employer. If Employee
becomes Permanently Disabled while not engaged in the scope of his employment by
Employer, such disability may be cause for termination for "Cause" under Section
7 hereof.
(a) DEFINITION OF DISABILITY. For purposes of this Agreement, the
terms "Permanent Disability" or "Permanently Disabled" shall mean three (3)
months of substantially continuous disability. Disability shall be deemed
"substantially continuous" if, as a practical matter, Employee, by reason
of his mental or physical health, is unable to sustain reasonably long
periods of substantial performance of his duties. Frequent long illnesses,
though different from the preceding illness and though separated by
relatively short periods of performance, shall be deemed to be
"substantially continuous". Disability shall be determined in good faith
by the Board of Directors whose decision shall be final and binding upon
Employee. Employee hereby consents to medical examinations by such
physicians and medical consultants as Employer shall, from time to time,
require.
7. TERMINATION BY EMPLOYER. Employer shall have the right to terminate
Employee's employment as hereinafter provided.
(a) TERMINATION BY EMPLOYER FOR CAUSE. The Board of Directors shall
have the right to terminate Employee's employment under this Agreement for
Cause, in which event no compensation shall be paid or other benefits
furnished to Employee after termination for Cause. Termination for Cause
shall be effective immediately upon notice sent or given to Employee.
(i) DEFINITION OF CAUSE. For purposes of this Agreement, the
term "Cause" shall mean and be strictly limited to: (1) conviction of
a crime constituting a felony under state or federal law; (2)
determination by the Board of Directors that Employee has committed
any material act of dishonesty against Employer; (3) gross negligence
by Employee in carrying out his duties; (4) material breach of this
Agreement by Employee; (5) gross misconduct by Employee, such as
intoxication on the job, use of drugs on the job for non-medical
purposes or other misconduct which has a substantial adverse effect on
the business of Employer;
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or (6) Employee becoming Permanently Disabled while not engaged in the
scope of his employment by Employer.
(b) TERMINATION BY EMPLOYER WITHOUT CAUSE. The Board of Directors
shall have the right to terminate Employee's employment under this
Agreement without Cause at any time, by giving written notice of
termination to Employee. In such event, Employer will continue to pay
Employee such Employee's full Base Salary that was in effect for the six
(6) months immediately preceding the date of such notice together with a
prorated bonus in an amount equal to the most recent annual bonus, if any,
paid to Employee divided by two (2).
8. NON-COMPETITION AND CONFIDENTIALITY.
(a) NON-COMPETITION. Employee recognizes and understands that in
performing the responsibilities of his employment, he will occupy a
position of fiduciary trust and confidence, pursuant to which he will
develop and acquire experience and knowledge with respect to Employer's
business. It is the expressed intent and agreement of Employee and
Employer that such knowledge and experience shall be used exclusively in
the furtherance of the interests of Employer and not in any manner which
would be detrimental to Employer's interests. Employee further understands
and agrees that Employer conducts its business within a specialized market
segment in its geographic region, and that it would be detrimental to the
interests of Employer if Employee used the knowledge and experience which
he currently possesses or which he acquires pursuant to his employment
hereunder for the purpose of directly or indirectly competing with
Employer, or for the purpose of aiding other persons or entities in so
competing with Employer, anywhere in such region. Employee therefore
agrees that so long as he is employed by Employer, unless Employee first
secures the written consent of Employer, Employee will not directly or
indirectly invest, engage or participate in or become employed by any
entity in direct or indirect competition with Employer's business.
Employee further agrees upon termination of Employee's employment either
(i) by Employer with or without cause or (ii) by Employee, unless Employee
first secures the written consent of Employer, Employee will not for a
period of six (6) months after such termination directly or indirectly
invest, engage or participate in or become employed by any entity in direct
or indirect competition with Employer in any mine or oil or gas property
located anywhere within a 100 mile radius of any mine or oil or gas
property owned or operated (wholly or partially) by Employer at the time of
termination of Employee's employment hereunder. This non-competition
provision is not to be construed to prohibit Employee from being employed
in the mining or oil or gas industry, but rather to permit him to be so
employed so long as such employment does not involve Employee's direct or
indirect participation in a property within such 100
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mile radius. In the event that the provisions of this Section 8 should ever
be deemed to exceed the time or geographic limitations permitted by
applicable laws, then such provisions shall be reformed to the maximum time
or geographic limitations permitted by applicable laws.
(b) REMEDIES. Employee acknowledges that the restrictions contained
in Section 8(a), in view of the nature of the business in which Employer is
engaged, are reasonable and necessary to protect the legitimate interests
of Employer. Employee understands that the remedies at law for his
violations of any of the covenants or provisions of Section 8(a) will be
inadequate, that such violation will cause irreparable injury within a
short period of time, and that Employer shall be entitled to preliminary
injunctive relief and other injunctive relief against such violation. Such
injunctive relief shall be in addition to, and in no way in limitation of,
any and all other remedies Employer shall have in law and equity for the
enforcement of those covenants and provisions.
9. GENERAL PROVISIONS.
(a) NOTICES. Any notices to be given hereunder by either party to the
other may be effected by personal delivery, in writing or by mail,
registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses set forth
below, but each party may change his or its address by written notice in
accordance with this Section 9(a). Notices delivered personally shall be
deemed communicated as of the actual receipt; mailed notices shall be
deemed communicated as of three (3) days after mailing.
If to Employee:
---------------
Inland Resources Inc.
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
If to Employer:
----------------
Board of Directors
Inland Resources Inc.
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
(b) PARTIAL INVALIDITY. If any provision in this Agreement is held by
a court of competent jurisdiction to be invalid, void, or unenforceable,
the remaining
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provisions shall, nevertheless, continue in full force without being
impaired or invalidated in any way.
(c) LAW GOVERNING AGREEMENT. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington.
(d) ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he or it
may be entitled.
(e) ASSIGNMENT. This Agreement shall inure to the benefit of and
bind the parties hereto and their respective legal representatives,
successors and assigns.
(f) ENTIRE AGREEMENT. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with
respect to the employment of Employee by Employer and contain all of the
covenants and agreements between the parties with respect to such
employment. Each party to this Agreement acknowledges that no
representations, inducements, or agreements, oral or otherwise, have been
made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and no other agreement, statement or promise not contained
in this Agreement shall be valid or binding. Any modification of this
Agreement will be effected only if it is in writing signed by the party to
be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective the 1st day of May, 1997.
EMPLOYER:
INLAND RESOURCES INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
and Chief Executive Officer
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EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
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