EXHIBIT 10.8
THIS AGREEMENT is made effective the
1st day of November 2005
BETWEEN: –
| (1) |
|
Sky
Petroleum Inc. whose office is at 000 Xxxx Xxxxx Xxxx Xxxxxx Xxxxx 00000 XXX
(the “Company”); and |
| (2) |
|
Xxxxx
X Xxxxxx of P O Box 211247 Dubai UAE (the “Employee.”) |
WHEREAS
| A. |
|
The
Company carries on the business of an exploration and production company. |
| B. |
|
The
Company shall employ the employee and the employee shall serve the Company as
Chief Executive Officer of the Company on the terms and conditions as
hereinafter set out. |
WHEREBY IT IS AGREED as
follows: –
ARTICLE 1: Term of
Employment
| 1.1 |
|
The
Company appoints the Employee and the Employee agrees to act as Chief Executive Officer
of the Company. |
| 1.2 |
|
The appointment shall commence on the 1st November 2005 and shall continue (subject to
earlier termination as provided in this Agreement) for a fixed period of three years. If
the Employee has not been given notice that this Agreement will not be renewed at least 90
days prior to its expiry date the Agreement shall continue for a period of 12 months and
such notice shall apply to each new expiry date created by this clause. |
| 1.3 |
|
The Employee warrants that by virtue of entering into this Agreement he will not be in
breach of any express or implied terms of any contract with or of any other obligation to
any third party binding upon him. |
ARTICLE 2: Duties of
Employee
| 2.1 |
|
The
Employee shall: – |
| |
(a) |
|
undertake
such duties and exercise such powers in relation to the Company and its
business as the Board shall from time to time assign to or vest in him; |
| |
(b) |
|
in
the discharge of such duties and in the exercise of such powers, observe and
comply with all resolutions, regulations and directions from time to time
made or given by the Board; |
| |
(c) |
|
devote
substantially the whole of his time and attention during business hours to
the discharge of his duties hereunder provided the Employee is entitled to
act as a director of affiliated and non-affiliated companies of his
choosing; |
| |
(d) |
|
conform
to such hours of work as may from time to time reasonably be required of
him and not be entitled to receive any remuneration for work performed
outside his normal hours; and |
| |
(e) |
|
in
pursuance of his duties hereunder perform such services for subsidiary
companies of the Company and (without further remuneration unless
otherwise agreed) accept such offices in such subsidiary companies as the
Board may from time to time reasonably require. |
ARTICLE 3: Place of work
The Employee shall perform his duties
at the offices of the Company in Dubai UAE.
ARTICLE 4:
Confidentiality
| 4.1 |
|
The
Employee shall not either during his appointment or at any time after his termination: – |
| |
(a) |
|
disclose
to any person or persons (except to those authorised by the Company to know); |
| |
(b) |
|
use
for his own purposes or for any purposes other than those of the Company; or |
| |
(c) |
|
through
any failure to exercise all due care and diligence |
| |
cause
any unauthorised disclosure of any private, confidential or secret information of the
Company (including in particular lists or details of customers of the Company or relating
to the working of any process or invention carried on or used by the Company or any
Company invention) or which he has obtained by virtue of his appointment or in respect of
which the Company is bound by an obligation of confidence to a third party. These
restrictions shall cease to apply to information or knowledge which may (otherwise than
through the default of the Employee) become available to the public generally. |
| 4.2 |
|
The provisions of clause 4.1 shall apply mutatis mutandis in relation to the private,
confidential or secret information of each subsidiary company of the Company which the
Employee may have received or obtained during his appointment and the employee shall upon
request enter into an enforceable agreement with any such company to the like effect. |
| 4.3 |
|
All notes, memoranda, records and writing made by the Employee relating to the business of
the Company or its subsidiary companies shall be and remain the property of the Company or
subsidiary companies of the Company to whose business they relate and shall be delivered
by him to the company to which they belong forthwith upon request. |
ARTICLE 5: Statements
The Employee shall not at any time
make any untrue or misleading statement in relation to the Company or any subsidiary
companies of the Company.
ARTICLE 6: Remuneration
| 6.1 |
|
Subject as hereinafter provided the Company shall pay to the employee during the
continuance of his employment hereunder a salary at the rate of US$17,500 per month (or
such higher rate as may from time to time be agreed between the parties). In the event of
any increase of salary being so agreed or notified such increase shall thereafter have
effect as if it were specifically provided for as a term of this Agreement. The said
salary shall be exclusive of any sums receivable as directors fees or other |
| |
remuneration
from the Company and shall be payable in arrear on the last working day in Dubai of each
calendar month. |
| 6.2 |
|
The Board of Directors of the Company will consider within 15 days of the audited
financial statements of the Company being published whether and in what amount, if any,
the Employee is entitled to a bonus for the year just ended. |
| 6.3 |
|
The Employee shall be entitled to participate as from the date of this Agreement in share
option scheme of the Company for the time being in force subject to the rules applicable
to such scheme as amended or varied from time to time at the Company’s discretion.
The Employee and the Company will enter into a option agreement which agreement will grant
the Employee 1,250,000 options to purchase 1,250,000 common shares of the Company at an
exercise price of US$1/share which options shall vest 33 1/3% on 1st October
2006, 33 1/3% on 1st October 2007 and 33 1/3% on 1st October 2008. |
ARTICLE 7: Traveling and
other expenses
The Company will pay or (as the case
may be) reimburse the Employee upon production of confirmatory evidence of such expenses
all reasonable travelling and entertainment expenses incurred in the course of the
Company’s business.
ARTICLE 8: Holidays
The Employee shall be entitled to 30
working days of paid holiday in each completed calendar year (such entitlement to be
calculated on a pro-rata basis in respect of any part of a calendar year) to be taken at
such times as the Board shall consider most convenient having regard to the requirements
of the Company’s business.
ARTICLE 9: Incapacity
If the Employee shall be absent from
his duties hereunder due to illness (including mental disorder) accident or other
incapacity he shall be paid his full remuneration hereunder for up to 60 working days
absence in any period of 12 months and thereafter such remuneration if any as the Board
shall in its discretion from time to time allow.
ARTICLE 10: Termination
of Agreement
| 10.1 |
|
This
Agreement shall automatically terminate:- |
| |
(a) |
|
if
the Employee becomes prohibited by law from being a director; |
| 10.2 |
|
In order to investigate a complaint against the Employee of misconduct the Company is
entitled to suspend the Employee on full pay for so long as may be necessary to carry out
a proper investigation and hold a disciplinary hearing. |
| 10.3 |
|
The
Company may by notice terminate this Agreement with immediate effect if the Employee:- |
| |
(a) |
|
commits
any act of gross misconduct or is in material breach of his obligations
under this Agreement; |
| |
(b) |
|
is
guilty of any conduct which in the reasonable opinion of the Board brings
him, the Company or any subsidiary companies of the Company into
disrepute; |
| |
(c) |
|
is
convicted of any criminal offence; |
| |
(d) |
|
commits
any act of dishonesty whether relating to the Company, any subsidiary
companies of the Company any of its or their employees or otherwise; |
| |
(e) |
|
becomes
bankrupt or makes any arrangement or composition with his creditors
generally; or |
| |
(f) |
|
is
in the reasonable opinion of the Board incompetent in the performance of his
duties. |
| 10.4 |
|
Notwithstanding Clause 1.2, if at any time after 1st October 2006 the two
Obligation Xxxxx (as defined in the Participation Agreement) have been completed and
failed to live up to expectations and the Sir Abu Nu’ayr exploration programme is not
proceeding or has been completed and is not found to be commercial which in the aggregate
leaves the Company with no commercial petroleum assets then the Company may terminate this
Agreement on payment of 90 days basic salary. |
ARTICLE 11: Miscellaneous
| 11.1 |
|
On
the termination of this Agreement for whatever reason, the Employee shall; |
| |
(a) |
|
at
the request of the Company:- |
| |
|
i. |
|
resign
from office as a director of the Company and from all offices held by him
in any subsidiary companies of the Company and from all other
appointments or offices which he holds as a nominee or representative
of the Company or any subsidiary companies of the Company; and |
| |
|
ii. |
|
transfer
without payment to the Company or as the Company may direct any
qualifying shares provided by it to him; |
| |
and
if he should fail to do so within seven days the Company is hereby irrevocably authorised
to appoint some person in his name and on his behalf to sign any documents or do any
things necessary or requisite to give effect to these. Such resignation(s) shall be
without prejudice to any claims which the Employee may have against any company arising
out of this Agreement or the termination thereof. |
| 11.2 |
|
Immediately deliver to the Company or to its order all books, documents, papers (including
copies), materials, credit cards, keys and other property of or relating to the business
of the Company or its subsidiary companies then in his possession or which are or were
last under his power or control. |
| 11.3 |
|
This Agreement is in substitution for any previous contracts of employment between the
Company and the Employee which shall be deemed to have been terminated by mutual consent
as from the date on which this Agreement commences. |
| 11.4 |
|
Any notice or other communication to be given pursuant to this Agreement shall be deemed
validly served if delivered by hand or sent by first class post addressed to the party
concerned at the address of that party given herein (or to such other address as may from
time to time be supplied in writing for this purpose) or sent by telefax. Any notice so
served shall be deemed to have been served, in the case of delivery by hand, upon
delivery, in the case of service by first class post, 48 hours after the time when it was
posted and, in the case of a telefax notice, upon transmission. Any such notice or
communication must contain |
| |
sufficient
reference and/or particulars to render it readily identifiable with the subject matter of
this Agreement. |
| 11.5 |
|
This Agreement shall be governed by and construed in accordance with Laws of England and
the parties hereto shall submit to the non-exclusive jurisdiction of its courts. |
| 11.6 |
|
The headings used in this Agreement are for convenience only and shall not be taken into
account in construing this Agreement. |
| 11.7 |
|
Nothing herein shall be taken to constitute a partnership between the parties hereto nor
the appointment of any party hereto as the agent for any of the other parties hereto and
none of the parties hereto shall have any authority to bind the other in any way. |
IN WITNESS whereof the hands of the
parties hereto or their duly authorised representatives have caused their seal the day and
year first above written.
SIGNED by Xxx Xxxxx
for and on behalf of the Company
in the presence of: –
|
)
)
) |
SIGNED by Xxxxx Xxxxxx in the
presence of: –
|
)
) |
