Contract
Exhibit
10.3
EMPLOYMENT
AGREEMENT (“Agreement”) is made between Rock Energy Resources, Inc. Corporation,
a Delaware Corporation (the “Company”, “Employer”), and Xxx X. Xxxxxxx
(“Xxxxxxx”, “Employee”).
RECITALS
WHEREAS, Employer is engaged
in exploration, development and production of crude oil and natural gas;
and,
WHEREAS,
Xxxxxxx has unique experience and knowledge regarding the hydrocarbon industry;
and,
WHEREAS,
the Company is desirous of entering into an agreement with Xxxxxxx, whereby
Xxxxxxx will be employed by the Company as Chief Operating Officer and
President; and,
WHEREAS,
Xxxxxxx agrees to serve as Chief Operating Officer and President of the Company
from the effective date of this Agreement until June 30, 2010 or until such time
as a successor is duly nominated and installed.
NOW,
THEREFORE, in consideration of the mutual promises and covenants set
forth below, the parties agree as follows:
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1)
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Management and
Operations. Xxxxxxx hereby agrees to devote his full
time, and best efforts, to managing and operating the business and
commercial affairs of the Company and to perform in the capacity of
COO/President on behalf of the Company. The designation by Employer’s
Board of Directors or Managing Members of any other duties or any other
corporate office, position or title for employee during the term of this
Agreement shall not decrease Employee’s compensation as provided
herein. It is expressly understood by Employer and Employee
that nothing within this Employment Agreement shall prevent or in any way
limit Xxxxxxx from accepting directorships with other corporate entities
unless said corporation would be in competition with the
Company.
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2)
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Term. Subject
to provisions of termination as hereinafter provided, the term of this
Agreement shall be for a period of two (2) years beginning as of the
effective date and terminating on the date which is the last day prior to
the second (2nd) anniversary of the Effective Date. Absent
written notice by Xxxxxxx to the Company or the Company to Xxxxxxx this
contract will automatically add one year to its term on each one year
anniversary date after June 30,
2010.
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3)
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Compensation.
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Base
Compensation. For services rendered by Xxxxxxx under this
Agreement, the Company shall pay Xxxxxxx the sum of US $280,000.00
(Two Hundred Eighty Thousand Dollars) per annum, payable in equal semi-monthly
installments, due on the first and the fifteenth day of each month, of US $11,666.00
(Eleven Thousand Six Hundred Sixty Six Dollars) during the term of this
Agreement.
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a.
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Payment of
Compensation, Bonus and Commission. The company will
withhold any and all applicable federal and state taxes from any payments
made to Xxxxxxx.
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b.
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Expense Reimbursement
: The company shall reimburse Xxxxxxx for reasonable and
necessary expenses incurred by Xxxxxxx in connection with his
responsibilities under this Agreement, provided , however, that
Xxxxxxx shall submit properly documented requests for reimbursement to the
Company
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a.
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c.
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Health
Insurance. The Company shall provide Xxxxxxx with a
major medical or health insurance program and or policy consistent with
what other Company executive employees
receive.
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d.
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Vehicles. While
employed by the Company, the Company shall provide Xxxxxxx with a motor
vehicle, inclusive of operation and running costs of said
vehicle.
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h.
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Relocation. Should
the Company require Xxxxxxx to relocate from Xxxxxxx’x present location in
Houston, the Company shall provide Xxxxxxx with full relocation assistance
and reimbursement for all reasonable and necessary costs incurred in the
relocation.
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i.
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Additional
Compensation. Xxxxxxx shall receive a grant of 250,000
(Two Hundred Fifty Thousand) shares of Rock Energy Resources Common stock
upon signing this employment agreement. Further, Xxxxxxx shall
be entitled to all employee bonus plans, stock option plans, compensation
programs, or policies now in existence or as may hereafter be conferred by
Employer to all of its executive
employees.
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4)
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Compensation
Review. Compensation shall be reviewed on not less than
an annual basis and adjusted to appropriately compensate Xxxxxxx for his
services hereunder. Increases in compensation shall be at the
discretion of the company’s board of directors or governing members;
however, in no event shall compensation be reduced from that which is
provided for in this Agreement.
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5)
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Duties and Extent of
Services. Xxxxxxx shall have the following duties and
responsibilities subject to the approval of the Managing Members or Board
of Directors:
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x.
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Xxxxxxx
shall organize an appropriate management and operational team for all
operations and undertakings of the Company, and shall have the right to
employ individuals as may be necessary for the proper management of the
Company.
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x.
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Xxxxxxx
shall actively participate in the development of Company properties,
inclusive of exploitation, exploration, development and production; the
marketing and development of technologies owned by the Company, its
affiliates or subs; and all other aspects of the corporate
enterprise.
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x.
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Xxxxxxx
shall supervise and manage, or cause to be supervised and managed, the oil
and gas leases and operating xxxxx of the Company, and shall be
responsible for managing the day to day operations of the Company with
respect to such leases and xxxxx.
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x.
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Xxxxxxx
shall advise the Company regarding the potential acquisition of additional
oil and gas leases, the potential sale or other disposition of any oil and
gas leases, and other commercial events, which bear towards the interests
of the Company.
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x.
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Xxxxxxx
shall report to the Board of Directors, as required, with respect to the
operation of oil and gas leases belonging to the Company, and all other
commercial and financial developments, which bear towards the interests of
the Company.
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x.
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Xxxxxxx
shall prepare, or cause to be prepared, all documents, reports and books
of account as may be required for the Company, and file or cause to be
filed such documents, reports and books of account in a timely fashion
with all federal, state or foreign agencies in each appropriate
jurisdiction.
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x.
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Xxxxxxx
shall be responsible for the day to day operations of the corporate
affairs of the Company.
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x.
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Xxxxxxx
shall devote such time as is necessary to meet the on-going business
commitments and other responsibilities under this
Agreement. Pursuit of personal business and investment
activities by Xxxxxxx shall not constitute a breach of this
Agreement.
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i.
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Without
the express written consent of the Board of Directors, Xxxxxxx my not
engage in any oil and gas activity or opportunity, save and except
activity which may accrue from Xxxxxxx’x activities as a minority
shareholder in any private or publicly-held corporation or
entity. For purposes of this Agreement, a minority interest is
described as less than 5.0% (five percent) of outstanding equities of such
private or publicly-held corporation or
entity.
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j.
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In
the event Xxxxxxx has an opportunity in excess of 5.0%, Xxxxxxx may
present the opportunity to the Board of Directors, and in the event the
Company elects not to participate, Xxxxxxx my proceed at will for his own
account and benefit.
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6)
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Operating
Fund. The Company has certain funds on deposit in one or
more accounts at banking or financial institutions. The parties
acknowledge and agree that all such funds shall constitute an operating
fund for the Company. Xxxxxxx may direct disbursements of funds from these
accounts while performing his duties in managing the general corporate and
operational affairs of the Company, provided said disbursements are
limited to the operating budget approved by the Board of Directors or by
the Managing Members.
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7)
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Extraordinary
Expenditures. Xxxxxxx shall not make any extraordinary
expenditures in the course of the business in excess of US $ 100,000.00
(One Hundred Thousand Dollars) without the prior approval the Board of
Directors or Managing Members.
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8)
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Termination. This
Agreement shall be terminated upon the occurrence of any of the following
events:
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a.
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Employer
may terminate the employment of Xxxxxxx under this Agreement with or
without cause at anytime during the term of this Agreement to be effective
not less than sixty (60) days from delivery of written notice of such
termination by Employer to Employee. Likewise, Employee may
voluntarily terminate his employment under the Agreement with Employer,
with or without cause, effective not less than sixty (60) days from
delivery of written notice of such termination by Employee to
Employer. Upon termination of the Employee’s employment under
this Agreement pursuant to this paragraph 8.a, neither party
shall thereafter have any further rights duties or obligation under this
Agreement, except as otherwise specifically provided hereunder, but each
party shall remain liable and responsible to the other for all prior
obligations and duties hereunder, for all acts and omissions of such
party, its agents, servants and employees prior to such
termination;
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b.
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Upon
the death of Xxxxxxx;
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c.
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At
the discretion of the Company if Xxxxxxx shall suffer a permanent
disability (for purposes of this Agreement, “permanent disability” shall
be described as Xxxxxxx’x inability by reason of physical or mental
illness or other similar cause to perform the majority of his duties under
this Agreement for a period of six (6) months or more, the Company may
elect to terminate this Agreement, only by written notice, given to the
spouse, guardian or trustee of Xxxxxxx and shall be given effect six (6)
months following the date of such
notice;
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d.
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Upon
completion of the terms of this
Agreement.
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9)
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Termination
Compensation. If Employee is terminated under this
Agreement by Employer with or without cause pursuant to the provisions of
this paragraph or otherwise, then and in that event Employer shall be
required to pay to Employee within ten (10) days of the effective date of
the termination of the Employee’s employment under this Agreement, an
aggregate amount equal to 2.99 times his then current base salary as set
forth and described in paragraph 3a of this
Agreement.
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10)
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Binding
Arbitration. Unless both Employer and Employee expressly
agree otherwise, in writing, all disputes relating to the employment
relationship, including EEOC and other complaints, to this Agreement, or
any breach thereof or the meaning and effect of any term and provisions
hereof, shall be submitted to binding arbitration by Employer and Employee
pursuant to Texas law and in accordance with the Commercial Arbitration
Rules of the American Arbitration
Association.
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11)
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Effective
Date. This Agreement shall become effective July 1,
2008.
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12)
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Notices. Any
notice required or permitted to be given under the terms of this Agreement
shall be sufficient, if in writing, and sent by United States mail,
certified, postage prepaid, to his residence (8023 W. Oakwood Ct.,
Houston, Texas 77040) in the case of Xxxxxxx, or to its principal business
office (10375 Richmond Ave, Suite 2100, Houston, Texas 77047) in the case
of the Company, and not less than one of the Board of Directors or
Managing Members.
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13)
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Waiver of
Breach. The waiver by either party of a breach of this
Agreement by the other shall not operate or be construed as a waiver by
such party of any subsequent breach by the other
party.
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14)
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Assignment. Xxxxxxx
shall not assign or transfer any of his rights under this Agreement,
except as may be delegated to a member of management or such other party
or person contracted by, or in the employ of the Company, without the
express written consent of the Company except as may be provided for
herein. In the event of a sale of all of the company’s assets,
the Company reserves the right to assign the Agreement to the purchaser of
the assets.
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15)
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Indemnification. SEPARATE
AGREEMENT
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16)
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Default. If
either party defaults in any of the covenants or agreements herein
contained, the defaulting party shall pay all costs and expenses,
including reasonable attorney’s fees, incurred by the other party in
enforcing its rights arising under this Employment Agreement, whether
incurred through legal action or otherwise, and whether incurred before or
after Judgment.
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17)
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Governing
Law. This Employment Agreement shall be governed by and
construed under the laws of the State of Texas. Services
provided by Xxxxxxx shall be deemed to have been rendered in the State of
Texas, unless otherwise agreed to, in writing, by the
parties.
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18)
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Entire
Agreement. This Agreement contains the entire Agreement
of the parties and supersedes all prior agreements, negotiations and
understandings between the parties with regard to the services of Xxxxxxx
to the Company. This Agreement may not be changed by either
party, except by written agreement signed by both parties. This
Agreement shall be binding upon, and shall inure to the benefit of
Employer and Employee, and their respective heirs, personal and legal
representatives, successors and
assigns.
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The
Company:
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Rock Energy
Resources
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_____________
By:
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The
Employee:
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Xxx X.
Xxxxxxx
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______________
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By: Xxx
X. Xxxxxxx
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