EXECUTIVE VICE PRESIDENT EMPLOYMENT AGREEMENT
Exhibit
10.12 Employment Agreement of Xxxxx Xxxxxx
EXECUTIVE
VICE PRESIDENT EMPLOYMENT AGREEMENT
THIS
AGREEMENT is made and entered into this 9th
day of
October, 2006, by and between HYPERDYNAMICS CORPORATION, a Delaware corporation
(the "Company"), and Xxxxx Xxxxx Briers ("Executive").
W
I T N E
S S E T H:
WHEREAS,
Executive and the Company deem it to be in their respective best interests
to
enter into an agreement providing for the Company's employment of Executive
pursuant to the terms herein stated;
NOW,
THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, it is hereby agreed as follows:
1.
Effective
Date. This Agreement shall be effective as of the 1st
day of
July, 2006, which date shall be referred to herein as the "Effective
Date".
2.
Position
and Duties.
(a)
Heretofore, Executive has served the Company since 1998 , became Vice President
of Operations and named chief operating officer in 1999, and in 2002 became
a
member of the board of directors and was named the company’s Executive Vice
President. In February of 2006, the board of directors elected Executive as
its
Executive Vice President once again. Heretofore the Executive has been employed
without an employment agreement.
Henceforth,
the Company hereby employs Executive as its Executive Vice President pursuant
to
the terms of this Agreement commencing as of the Effective Date for the "Term
of
Employment" (as herein defined below). In this capacity, Executive shall devote
his best efforts and his full business time and attention to the performance
of
the services defined by the by-laws of the company, services customarily
incident to such offices and position and to such other services of a senior
executive nature as may be reasonably assigned by the Chief Executive Officer
or
requested by the Board of Directors (the "Board") of the Company which may
include services for one or more subsidiaries or affiliates of the Company.
Executive shall in his capacity as an employee and officer of the Company be
responsible to and obey the reasonable and lawful directives of the Chief
Executive Officer and the Board of Directors of Hyperdynamics Corporation.
(b)
Executive shall devote his full time (as defined below) and attention to such
duties, except for sick leave, periodic personal trips and vacations as
determined not to conflict with the material operations of the Company, and
excused leaves of absences otherwise. Executive shall use his best efforts
during the Term of Employment to protect, encourage, and promote the interests
of the Company.
Full
time
with respect to this agreement is understood to credit the Executive for his
on-call status with regard to managing employees located around the world and
recognizing that the Executive’s hours of specific work for the company are not
limited to any specific range of time during a work day but can be accomplished
around the clock and on weekends and/or holidays if deemed necessary by the
Chief Executive Officer or the Executive himself, and certain responsibilities
of Executives responsibilities, as approved by the Chief Executive Officer,
may
be done at any physical location including Executive’s home. As approved by the
Chief Executive Officer the company may establish full home computer system
and
access communications capabilities for Executive as deemed necessary by mutual
agreement of the Chief Executive Officer and Executive.
(c)
Notwithstanding paragraph 2(b), Executive shall be entitled to sit as a director
on other boards of directors so long as doing so presents no conflict of
interest with Executive's performance of his duties or his positions at the
Company, as determined and approved by the board of directors.
3.
Compensation.
(a)
Base
Salary. The Company shall pay to Executive during the Term
of
Employment a minimum salary at the rate of One Hundred NinetyThousand dollars
($190,000.00) per year and agrees that such salary shall be reviewed annually
by
the independent compensation committee to insure that the Executive’s
compensation package remains reasonably competitive to the market for executives
in similar companies.
Such
salary shall be payable Bi-Weekly, Semi-monthly, or monthly in accordance with
the Company's normal payroll procedures. (Executive's annual salary, as set
forth above or as it may be increased from time to time as set forth herein,
shall be referred to hereinafter as "Base Salary"). At no time during the Term
of Employment shall Executive's Base Salary be decreased from the amount of
Base
Salary then in effect.
(b)
Performance Bonus. In addition to the compensation otherwise payable to
Executive pursuant to this Agreement, Executive shall be eligible to receive
performance bonus(es) as determined and agreed to from time to time by the
Chief
Executive Officer and the Board of Directors.
(c)
Long
Term Incentive/Stock Options. Upon execution of this Agreement which was
approved by the Compensation Committee and recommended to the board of directors
and then approved by the board of directors, the board of directors will take
action to grant Executive 25,000 S8 registered stock options to purchase the
common stock of the Company, every quarter during the term of this Agreement,
beginning the date that this Agreement is signed, and then on the first day
of
every quarter thereafter. Thus, the total options to be granted to Executive
under this Agreement shall be 200,000 (8 quarters x 25,000). These options
are
subject to the Company’s Employee Stock and Stock Option plan and shall be three
(3) year options with a strike price equal to the greater of $2 or the closing
last trade price on the date of each grant by the board of directors. All
quarterly grants are limited in quantity to insure that the covenant of the
Company with Cornell Capital, not to issue more than 300,000 shares of equity
securities in any one quarter. The number of options not granted for any one
quarter pursuant to this limitation will be carried forward and granted the
next
quarter if the limitation is not exceeded including such carried forward shares.
Any of these 200,000 options not granted by the beginning of the 8th
quarter
or the end of this agreement shall be granted in future quarters to the extent
such grants do not exceed the Cornell limitation.
4.
Benefits
During the Term of Employment:
(a)
Executive shall be eligible to participate in any life, health and long-term
disability insurance programs, pension and retirement programs, stock option
and
other incentive compensation programs, and other fringe benefit programs made
available to senior executive employees of the Company from time to time, and
Executive shall be entitled to receive such other fringe benefits as may be
granted to him from time to time by the Company's Board of Directors including
but not necessarily limited to a corporate lease vehicle approved by the Chief
Executive Officer.
(b)
Executive shall be allowed four (4) weeks of vacation with pay on the same
basis
as other senior executive employees of the Company. Executive shall devote
his
full time and attention to such duties, except for sick leave, and excused
leaves of absences otherwise.
(c)
The
Company shall reimburse Executive for reasonable business expenses incurred
in
performing Executive's duties and promoting the business of the Company,
including, but not limited to, reasonable entertainment expenses, travel and
lodging expenses, following presentation of documentation in accordance with
the
Company's business expense reimbursement policies.
(d)
Executive shall be added as an additional named insured under all liability
insurance policies now in force or hereafter obtained covering any officer
or
director of the Company in his or her capacity as an officer or director.
Company shall indemnify Executive in his capacity as an officer or director
and
hold him harmless from any cost, expense or liability arising out of or relating
to any acts or decisions made by him on behalf of or in the course of performing
services for the Company.
5.
Term;
Termination of Employment. As used herein, the phrase "Term of Employment"
shall
mean the period commencing on the Effective Date and ending on the same date
two
(2) years later; provided, however, that as of the expiration date of each
of
(i) the initial Term of Employment and (ii) if applicable, any Renewal Period
(as defined below), the Term of Employment shall automatically be extended
for a
one (1) year period (each a "Renewal Period") unless either the Company or
Executive provides Two (2) months' notice to the contrary. Notwithstanding
the
foregoing, the Term of Employment shall expire on the first to occur of the
following:
(a)
Termination by the Company. Notwithstanding anything to the contrary in this
Agreement, whether express or implied, the Company may, at any time, terminate
Executive's employment for any reason other than Cause, Death or Disability
by
giving Executive at least 60 days' prior written notice of the effective date
of
termination. Company may terminate Employee's employment for Cause, Death or
Disability without prior notice, except that Executive may not be terminated
for
substantial and willful failure to perform specific and lawful directives of
the
Board, unless and until the Board has given him reasonable written notice of
its
intended actions and specifically describing the alleged events, activities
or
omissions giving rise thereto and with respect to those events, activities
or
omissions for which a cure is possible, a reasonable opportunity to cure such
breach; and provided further, however, that for purposes of determining whether
Cause is present, no act or failure to act by Executive shall be considered
"willful" if done or omitted to be done by Executive in good faith and in the
reasonable belief that such act or omission was in the best interest of the
Company and/or required by applicable law. The terms "Cause" and "Disability"
shall have the meaning given them under the Separation and Severance
Agreement.
(b)
Termination by Executive. In the event that Executive's employment with the
Company is voluntarily terminated by Executive, the Company shall have no
further obligation hereunder from and after the effective date of termination
except as may be provided in the Separation and Severance Agreement and the
Company shall have all other rights and remedies available under this Agreement
or any other agreement and at law or in equity. Executive shall give the Company
at least 30 days' advance written notice of his intention to terminate his
employment hereunder.
(c)
Salary, Benefits, and Severance Pay Upon Termination. In the event of
termination of employment, Executive shall receive all regular Base Salary
due
up to the date of termination, and if it has not previously been paid to
Executive, Executive shall be paid any Bonus to which Executive had become
entitled under Bonus(es) approved for Executive, prior to the effective date
of
such termination. The Company shall have no further obligation hereunder from
and after the effective date of termination except as may be provided in the
Separation and Severance Agreement and the Company shall have all other rights
and remedies available under this Agreement or any other agreement and at law
or
in equity.
Executive's
stock options with respect to the Company's stock shall be subject to the terms
of the Hyperdynamics’ Employee Stock and Stock Option Plan or any successor
plan, which is a separate agreement. In the event of termination, Executive's
rights to benefits other than severance shall be governed by the terms of the
Company's retirement, insurance and other benefit plans and programs then in
effect in accordance with the terms of such plans. Executive's right to
severance benefits, if any, shall be governed by the terms of the Separation
and
Severance Agreement attached hereto as Exhibit A (the "Severance Agreement");
provided, however, the Executive, as the Chief Executive, shall be entitled
to
de novo review of any material violation of this Severance Agreement, or denial
of any claim, or eligibility for any claim thereunder exclusively as provided
in
the Resolution of Dispute provisions of section 12 of this Employment Agreement.
The Severance Agreement is incorporated in this Agreement by reference and
is
hereby made a part of this Agreement as if fully set forth herein.
6.
Confidential
Information, Non-Solicitation and Non-Competition.
(a)
During the Term of Employment and at all times thereafter, Executive shall
not,
except as may be required to perform his duties hereunder or as required by
applicable law, disclose to others or use, whether directly or indirectly,
any
Confidential Information regarding the Company. "Confidential Information"
shall
mean information about the Company, its subsidiaries and affiliates, and their
respective clients and customers that is not available to the general public.
7.
Return of Company
Documents: In the event Executive leaves the employment of Company for whatever
reason, Executive agrees to deliver to Company any and all property situated
on
Company's premises and owned by Company including disks and other storage media,
filing cabinets or other work areas, is subject to inspection by Company
personnel at any time, with or without notice, for the purpose of protecting
Company's rights and interests in its intellectual property.
8.
Taxes. All payments
to be made to Executive under this Agreement will be subject to any applicable
withholding of federal, state and local income and employment taxes. Any
withholding regarding exercise of stock options will be determined by including
an opinion of a third party tax attorney paid by the company as pertaining
to
any withholding that may be required or not required.
9.
Miscellaneous. This
Agreement shall also be subject to the following miscellaneous
considerations:
(a)
Executive and the Company each represent and warrant to the other that he or
it
has the authorization, power and right to deliver, execute, and fully perform
his or its obligations under this Agreement in accordance with its
terms.
(b)
This
Agreement (including attached Exhibit A) contains a complete statement of all
the arrangements between the parties with respect to Executive's employment
by
the Company, this Agreement supersedes all prior and existing negotiations
and
agreements between the parties concerning Executive's employment, and this
Agreement can only be changed or modified pursuant to a written instrument
duly
executed by each of the parties hereto.
(c)
If
any provision of this Agreement or any portion thereof is declared invalid,
illegal, or incapable of being enforced by any court of competent jurisdiction,
the remainder of such provisions and all of the remaining provisions of this
Agreement shall continue in full force and effect.
(d)
This
Agreement shall be governed by and construed in accordance with the internal,
domestic laws of the State of Texas.
(e)
Any
rights of Executive hereunder shall be in addition to any rights Executive
may
otherwise have under benefit plans, agreements, or arrangements of the Company
to which he is a party or in which he is a participant, including, but not
limited to, any Company-sponsored employee benefit plans. Provisions of this
Agreement shall not in any way abrogate Executive's rights under such other
plans, agreements, or arrangements.
(f)
For
the purpose of this Agreement, notices and all other communications provided
for
in this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States certified or registered mail,
return receipt requested, postage prepaid, addressed to the named Executive
at
the address set forth below under his signature; provided that all notices
to
the Company shall be directed to the attention of the Board of Directors with
a
copy to the Secretary of the Company, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.
(g)
Section headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.
(h)
Failure to insist upon strict compliance with any of the terms, covenants,
or
conditions hereof shall not be deemed a waiver of such term, covenant, or
condition, nor shall any waiver or relinquishment of, or failure to insist
upon
strict compliance with, any right or power hereunder at any one or more times
be
deemed a waiver or relinquishment of such right or power at any other time
or
times.
(i)
This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.
10.
Survival
of Provisions:
The executory provisions of this Agreement will survive the termination of
this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the
day and year first above written.
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EXECUTIVE
|
COMPANY
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HYPERDYNAMICS
CORPORATION
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BY:
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BY: | ||
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/s/
XXXXX XXXXX XXXXXX
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/s/
XXXX X. XXXXX
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||
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XXXXX
XXXXX XXXXXX
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XXXX X. XXXXX | ||
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TITLE:
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TITLE: | ||
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EXECUTIVE
VICE PRESIDENT
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CHIEF EXECUTIVE OFFICER | ||
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ADDRESS:
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ADDRESS: | ||
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0000
Xxxxxxxx Xxxxx
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Xxx
Xxxxx Xxxxx Xxxxxx Xxxxxxxxx
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Xxxxx
Xxxx, XX 00000
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Xxxxx 000 | ||
| Xxxxx Xxxx, Xxxxx 00000 | |||
