CONSULTING AGREEMENT
This
Consulting Agreement (this “Agreement”) is made and effective as of the
25th
of June,
2007 (the “Effective Date”), by and between Extex Consulting, Inc. (hereinafter
referred to as “Consultant”) and Unicorp, Inc. (hereinafter referred to as
“Company”).
WHEREAS,
the Consultant is hired to provide Management and Technical assistance to the
Company; and
WHEREAS,
the Consultant is willing to enter into an agreement with the Company upon
the
terms and conditions herein set forth.
NOW,
THEREFORE, in consideration of the premises and covenants herein contained,
the
parties hereto agree as follows:
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1.
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Term.
Subject to the terms and conditions hereof, the term of engagement
of the
Consultant under this Consulting Agreement shall be for the period
commencing on June 1, 2007 (the “Commencement Date”) and terminating on
May 30, 2008, unless sooner terminated as provided in accordance
with the
provisions of Section 5 hereof. (Such term of this agreement is herein
sometimes called the “Retained
Term”).
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2.
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Consulting.
As of the Commencement Date, the Company hereby agrees to retain
the
Consultant to provide Management and Technical assistance as may
be
requested by the Company during the term hereof. Consultant designates
it’s employee, Xxxxxxx X. Xxxxxx, to provide the service pursuant to
this
agreement as an Executive of the
Company.
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3. Duties
and Responsibilities.
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(a)
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Duties.
Executive shall perform such duties as are usually performed by a
Chief
Operating Officer
with such duties as assigned from time to time by the Company
of
a business similar in size and scope as the Company and such other
reasonable additional duties as may be prescribed from time-to-time
by the
Company’s Chief Executive Officer which are reasonable and consistent with
the Company’s operations, taking into account Executive’s expertise and
job responsibilities. This agreement shall survive any job title
or
responsibility change. All actions of Consultant shall be subject
and
subordinate to the review and approval of the Chief Executive Officer
and
the board of directors. The Chief Executive Officer of the Company
shall
be the final and exclusive arbiter of all policy decisions relative
to the
Company’s business (including their
subsidiaries).
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(b)
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Devotion
of Time.
During the term of this agreement, Consultant agrees to devote the
necessary time to the business and affairs of the Company (including
its
subsidiaries) to the extent necessary to discharge the responsibilities
assigned to Consultant and to use reasonable best efforts to perform
faithfully and efficiently such responsibilities. However, the Company
acknowledges the Consultant is performing said duties on a part time
basis
and is compensated accordingly. During the term of this Agreement
it shall
not be a violation of this Agreement for Consultant to manage personal
investments or companies in which personal investments are made or
perform
services for other clients so long as such activities do not interfere
with the performance of Consultant’s responsibilities with the Company and
which companies are not in direct competition with the Company. The
Company acknowledges that the Consultant is currently serving as
a board
member for Evolution Petroleum Corp. and does not consider this an
interference with this Agreement.
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4. Compensation
and Benefits During the Engagement Term.
(a)
Compensation. In
exchange, the Company agrees to pay Consultant $10,000 per month.
(b)
Reimbursement.
The
Company agrees to reimburse Consultant for all reasonable ordinary and necessary
business and travel related expenses up to $2500 per month. Any additional
expenses must be pre-approved verbally or in writing.
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(c)
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Options.
The Consultant shall receive a non-qualified stock option to purchase
500,000 shares at an exercise price of $0.35 per share. The option
shall
vest according to the following schedule provided that on any vesting
date
set forth below, Consultant is still engaged as a Consultant for
the
Company at such date:
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(i)
100,000 Options will vest immediately upon the execution of this
Agreement;
(ii)
100,000 Options will vest two (2) months from the date of execution of this
Agreement;
(iii)
100,000 Options will vest three (3) months from the date of execution of this
Agreement;
(iv)
100,000 Options will vest four (4) months from the date of execution of this
Agreement; and
(v)100,000
Options will vest five (5) months from the date of execution of this
Agreement;
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(d)
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Acquisition
Bonus.
The Consultant will receive a percentage of the gross purchase price
of
each producing property acquired by the Company during the term of
this
Agreement. The Consultant must assist in all aspects of each acquisition
including identifying, performing due diligence and financing of
each
acquired property.
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The
following table defines how the Consultant is to be paid:
Gross
Purchase Price Fee
$0 -
$2,500,000 2.0%
$2,500,001
- $5,000,000 1.0%
$5,000,001
+
0.5%
The
Bonus
will be paid in the Company’s common stock and valued at the time of closing and
funding of each acquisition. The total purchase price for the Prospects shall
be
defined as the full value paid for the Prospects based on the actual purchase
price paid plus any adjustments paid by the Company to the selling party
(“Seller”) which includes any consideration, including stock, debt, and the
calculated amount of value assigned to the time between the effective date
of
purchase and time of closing the Prospects. Any consideration for adjustments
or
the effective date which cannot be established at the time the closing occurs
shall be paid by the Company to the Consultant based upon the final settlement
arrangements in the Purchase Sale Agreement executed between the Company and
the
Seller or other agreement(s) that are binding between the parties. In the event
part of the purchase price is deferred, proportional payment to the Consultant
will be deferred. The Consultant acknowledges that the Welsh Field and Energy
XXI interests in the Southwest Speaks field will not be subject to this
Acquisition Bonus fee.
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Succession
Fee. If
the Consultant notifies the Company at least 30 days prior to the
expiration of this Agreement that the Consultant does not intend
to renew
this Agreement for an extended period of time then the Consultant
is
entitled to receive a succession fee of 25% of the replacement’s base
salary if he identifies and retains a new Chief Operating Officer
on
behalf of the Company.
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| (f) |
The
options shall be evidenced by an option agreement, shall expire in
four
years, and shall be subject to the terms of the Company’s 2004 Stock
Option Plan and such option agreement. Notwithstanding the expiration
date, the option (including all vested and unvested options) shall
automatically terminate 90 days after the Consultant ceases to be
engaged
by the Company, provided that if the Consultant is terminated by
the
Company for Cause, any unvested options shall automatically terminate
on
the date of the Consultant’s termination. The parties acknowledge that any
existence of vesting provisions lasting longer than the Engagement
Term is
not meant to extend the Engagement Term, and that such vesting provisions
do not require the Company to engage the Consultant for any period
of
time.
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5.
Termination.
| (a) |
Consultant's
engagement under the Agreement may be terminated under any of the
following circumstances:
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(i)
Immediately
by the Company, upon the death of Consultant.
(ii)
By
the
Consultant at any time, upon 14 days written notice.
(iii)
Immediately,
upon written notice by the Company for Cause which for purposes of the Agreement
shall be defined as (i) Consultant’s willful and persistent inattention to his
reasonable duties which amounts to gross negligence or willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to, the Company,
(ii) Consultant’s willful breach of any term or provision of the Agreement which
breach shall have remained substantially uncorrected for 15 days with an
opportunity to cure following written notice to the Consultant; or (iii) the
commission by Consultant of any act or any failure by Consultant to act
involving criminal conduct, whether or not directly relating to the business
and
affairs of the Company.
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Effects
of Termination.
In
the event that the Agreement is terminated pursuant to Section 5(a)
or upon expiration of the term of the Agreement, neither the Consultant
nor the Company shall have any further obligations hereunder except
for
(a) obligations occurring prior to the date of termination, and
(b) obligations, promises or covenants contained herein which are
expressly made to extend beyond the term of the
Agreement.
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| (c) |
Improper
Termination.
In the event of the Consultant's termination by the Company for any
reason
other than for Cause or the death of the Consultant, Consultant shall
continue to be paid, as severance pay, an amount equal to his fee
at the
time of termination until the earlier of: (i) the end of the Engagement
Term, or (ii) 60 calendar days from the date of the termination.
Except
for the severance pay the Company shall not have any further obligations
hereunder except for (a) obligations occurring prior to the date of
termination, and (b) obligations, promises or covenants contained
herein which are expressly made to extend beyond the term of the
Agreement. Should such termination occur prior to the Consultant
vesting
in Options set forth in Section 4(c), all unvested Options will
immediately vest and be considered part of severance
pay.
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6.
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Revealing
of Trade Secrets, etc.
Consultant acknowledges the interest of the Company in maintaining
the
confidentiality of information related to its business and shall
not at
any time during the Engagement Term or thereafter, directly or indirectly,
reveal or cause to be revealed to any person or entity the supplier
lists,
customer lists or other confidential business information of the
Company;
provided, however, that the parties acknowledge that it is not the
intention of this paragraph to include within its subject matter
(a)
information not proprietary to the Company, (b) information which
is then
in the public domain through no fault of Consultant, or (c) information
required to be disclosed by law.
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7.
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Arbitration.
If
a dispute should arise regarding this Agreement, all claims, disputes,
controversies, differences or other matters in question arising out
of
this relationship shall be settled finally, completely and conclusively
by
arbitration of a single arbitrator, which is mutually agreed upon,
in
Houston, Texas, in accordance with the Commercial Arbitration Rules
of the
American Arbitration Association (the "Rules"). Arbitration shall
be
initiated by written demand. This Agreement to arbitrate shall be
specifically enforceable only in the District Court of Xxxxxx County,
Texas. A decision of the arbitrator shall be final, conclusive and
binding
on the Company and the Consultant, and judgment may be entered in
the
District Court of Xxxxxx County, Texas, for enforcement and other
benefits. On appointment, the arbitrator shall then proceed to decide
the
arbitration subjects in accordance with the Rules. Any arbitration
held in
accordance with this paragraph shall be private and confidential.
The
matters submitted for arbitration, the hearings and proceedings and
the
arbitration award shall be kept and maintained in strictest confidence
by
Consultant and the Company and shall not be discussed, disclosed
or
communicated to any persons. On request of any party, the record
of the
proceeding shall be sealed and may not be disclosed except insofar,
and
only insofar, as may be necessary to enforce the award of the arbitrator
and any judgment enforcing an award. The prevailing party shall be
entitled to recover reasonable and necessary attorneys' fees and
costs
from the non-prevailing party.
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8.
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Survival.
In the event that this Agreement shall be terminated, then notwithstanding
such termination, the obligations of Consultant pursuant to Section
6 of
this Agreement shall survive such termination.
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9.
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Contents
of Agreement, Parties in Interest, Assignment, etc.
This Agreement sets forth the entire understanding of the parties
hereto
with respect to the subject matter hereof. All of the terms and provisions
of this Agreement shall be binding upon and inure to the benefit
of and be
enforceable by the respective heirs, representatives, successors
and
assigns of the parties hereto, except that the duties and responsibilities
of Consultant hereunder which are of a personal nature shall neither
be
assigned nor transferred in whole or in part by Consultant. This
Agreement
shall not be amended except by a written instrument duly executed
by the
parties.
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10.
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Severability;
Construction.
If any term or provision of this Agreement shall be held to be invalid
or
unenforceable for any reason, such term or provision shall be ineffective
to the extent of such invalidity or unenforceability without invalidating
the remaining terms and provisions hereof, and this Agreement shall
be
construed as if such invalid or unenforceable term or provision had
not
been contained herein. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity
or
question of intent or interpretation arises, this Agreement shall
be
construed as if drafted jointly by the parties and no presumption
or
burden of proof shall arise favoring or disfavoring any party by
virtue of
the authorship of any of the provisions of this
Agreement.
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11.
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Notices.
Any notice, request, instruction or other document to be given hereunder
by any party to the other party shall be in writing and shall be
deemed to
have been duly given when delivered personally; or five (5) days
after
dispatch by registered or certified mail, postage prepaid, return
receipt
requested; or one (1) day after dispatch by overnight courier service;
in
each case, to the party to whom the same is so given or
made:
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If
to the Company addressed to:
Unicorp,
Inc.
0000
Xxxxxxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attn:
Chief Executive Officer
If
to Consultant addressed to:
Extex
Consulting, Inc.
0000
Xxxx
#0000
Xxxxxxx,
Xxxxx 00000
Attn:
Xxxxxxx X .Xxxxxx
or
to
such other address as the one party shall specify to the other party in
writing.
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12.
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Counterparts
and Headings.
This Agreement may be executed in one or more counterparts, each
of which
shall be deemed an original and all which together shall constitute
one
and the same instrument. All headings are inserted for convenience
of
reference only and shall not affect the meaning or interpretation
of this
Agreement.
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13.
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14. Waiver.
The
failure of either party to enforce any provision of this Agreement shall not
be
construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
EXTEX
CONSULTING, INC. UNICORP,
INC.
_/s/
Xxxxxxx X. Dozier________________ _/s/
Xxxxx Casey___________________
Xxxxxxx
X. Xxxxxx Xxxxx
Xxxxx, Chief Executive Officer
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