EMPLOYMENT AND NON-COMPETITION AGREEMENT
EXHIBIT 10.2
THIS
EMPLOYMENT AND NON-COMPETITION AGREEMENT ("Agreement") is made as of the 1 day
of February 2008, by and between Xxxxx Petroleum Corporation (the "Company"),
and Rahul Sen Gupta (the "Employee").
WHEREAS,
the Company desires to retain the services of the Employee in the manner
hereinafter specified in its business, thereby retaining for the Company the
benefit of the Employee's business knowledge and experience and also to make
provisions for the payment of reasonable and proper compensation to the Employee
for such services;
The
parties have agreed to enter into this Agreement subject to the terms and
conditions herein; and.
NOW,
THEREFORE, in consideration of the premises and mutual covenants and
representations herein contained, the Company and the Employee mutually agree as
follows:
ARTICLE I
EMPLOYMENT AND DUTIES
Section
l.i Employment.
The Company shall retain the Employee, and the Employee shall accept the
retainer with the Company as an employee of the Company, upon the terms and
subject to the conditions hereinafter set forth and shall act as Chief Financial
Officer ("CFO").
Section
1.2 Duties. The
Employee shall serve as CFO for the Company and, subject to the general
operating policies, as amended from time to time, by the Chief Executive Officer
("CEO") and the Board of Directors of the Company (the "Board"), the Employee
shall have supervision, control, and executive responsibility for the day to day
financial operations of the Company and its subsidiaries world wide. The
Employee shall have such other duties as customarily performed by the CFO and
also have such other powers and duties as may be, from time to time, prescribed
by the CEO and the Board. The Employee shall report directly to the CEO and the
Board.
The
Employee shall devote his best efforts to the business and affairs of the
Company and. during the Term (as defined in Section 2.1 of this Agreement) as
well as the period provided in Article III, shall observe at all times the
covenants regarding non-competition, and confidentiality provided in Article III
hereof. The Company and Employee acknowledge and agree that, during the Term,
the Employee shall be permitted to (i) serve on civic or charitable boards or
committees, and (ii) manage passive personal investments so long as any such
activities do not unduly interfere with the performance of Employee's
responsibilities as an employee of the Company in accordance with this
Agreement; or provide incidental consultation on matters not related to
hydrocarbons or in conflict with business activities of the
Company.
ARTICLE
11
TERMS OF
EMPLOYMENT; COMPENSATION AND BENEFITS
Section
2. t Term.
Except as otherwise provided herein, the term of this Agreement shall commence
on February 1, 2008 (the "Effective Date") and continue until terminated as
provided herein.
Section
2.2 Compensation. Except
as otherwise set forth herein, the Company shall pay. and the Employee shall
accept as full consideration for the services to be rendered hereunder, and the
covenants entered into hereunder, compensation as set forth in Exhibit "A", attached hereto
and incorporated herein by reference.
Section
2.3 Benefits.
The Employee shall be entitled to participate in such fringe benefits as are
generally available to employees of the Company, and to the normal perquisites
provided to such employees. Such benefits, if any. shall be provided upon the
terms and conditions as set forth on Exhibit "B", attached
hereto and incorporated herein by reference. Provided however, nothing in this
Agreement shall be construed to require the Company to offer any specific fringe
benefit to Employee, except those specifically enumerated in Exhibit B. to
effect compliance with this Section 2.3.
Section
2.4 Place of
Employment. The Employee shall work at the Company's head office in
Horgen, Switzerland or at such other locations determined by the Directors from
time to time.
ARTICLE
III
NON-COMPETITION
AND CONFIDENTIALITY Section 3J Restrictive
Covenants.
(a) Confidentiality. The
Employee agrees that, without the consent of the Company, he will not at any
time, in any fashion, form, or manner, either directly or indirectly, divulge,
disclose, or communicate to any person, firm or corporation (other than to an
attorney or accountant in the regular course of the Company's business) any
Confidential Information (as hereinafter defined). Upon the termination of this
Agreement for any reason, the Employee shall immediately surrender and deliver
to the Company all Confidential Information in all forms. The covenants set
forth in this Section 3.1(c) shall survive the termination of this Agreement for
a term of ten (10) years subsequent to the termination date.
(b) Continuing
Obligations. The Employee agrees that his obligations and duties
contained in this Article III are continuing obligations and, except as
otherwise set forth herein, said duties shall survive the termination or
expiration of this Agreement for any reason whatsoever.
"Confidential
Information" shall mean any information, not generally known in the
relevant trade or industry, obtained from the Company or any of its
subsidiaries, affiliates, customers or suppliers or which falls within any of
the following general categories: (a) information relating to the business of
the Company or that of any of its subsidiaries, affiliates, customers or
suppliers, including but not limited to, financial reports, income statements,
balance sheets, annual and quarterly reports, general ledger, accounts
receivable, and other accounting reports, non-public filings with government
agencies, business forms, handbooks, policies, and documents, business plans,
business processes and procedures, sales or marketing methods, methods of doing
business, customer lists, customer usages and/or requirements, and supplier
information of the Company or any of its subsidiaries, affiliates, customers or
suppliers; (b) information relating to existing or contemplated products,
services, technology, designs, processes, formulae, computer systems, computer
software, algorithms and research or developments of the Company or any of its
subsidiaries, affiliates, customers or suppliers; (c) information relating to
trade secrets of the Company or any of its subsidiaries, affiliates, customers
or suppliers; or (d) information, geological data, geographical data, test
results, and the like of the Company related to the Companies
operations
or prospective operations or otherwise; (e) information marked "Confidential" or
"Proprietary" by or on behalf of the Company or any of its subsidiaries,
affiliates, customers or suppliers.
Section
3.2 Enforcement;
Remedies. The Employee covenants, agrees, and recognizes that because the
breach or threatened breach of the covenants, or any of them, contained in
Section 3.1 hereof will result in immediate and irreparable injury to the
Company, the Company shall be entitled to an injunction restraining the Employee
from any violation of Section 3.1 to the fullest extent allowed by law. The
Employee further covenants and agrees that in the event of a violation of any of
the respective covenants and agreements contained in Section 3.1 hereof, the
Company shall be entitled to an accounting of all profits, compensation,
commissions, remuneration or benefits which the Employee directly or indirectly
has realized and/or may realize as a result of, growing out of, or in connection
with any such violation and shall be entitled to receive all such amounts to
which the Company would be entitled as damages under law or at equity. The
Employee further covenants, agrees and recognizes that, notwithstanding anything
to the contrary contained herein, in the event of a violation, breach or
threatened breach of any of the respective covenants and agreements contained in
Section 3.1 hereof, the Company shall be excused from making any further
payments to the Employee pursuant to any provision of this Agreement until the
Employee shall cease violating or breaching his respective covenants and
agreements contained in Section 3.1 hereof and shall have received reasonable
assurances from the Employee that he will no longer engage in the same. Nothing
herein shall be construed as prohibiting the Company from pursuing any other
legal or equitable remedies that may be available to it for any such violation
or breach, including the recovery of damages from the Employee. If either party
files suit to enforce or enjoin the enforcement of the covenants contained
herein, the prevailing party shall be entitled to recover, in addition to all
other damages or remedies provided for herein, its costs incurred in prosecuting
or defending said suit, including reasonable attorneys' fees.
Section
3.3 Construction. The
Employee hereby expressly acknowledges and agrees as follows:
(a) That
the covenants set forth in Section 3.1 above are reasonable in all respects and
are necessary to protect the legitimate business and competitive interests of
the
Company
in connection with its business which the Employee agrees, pursuant to this
Agreement, to assist the Company in maintaining and developing; and
(b) That
each of the covenants set forth in Section 3.1 above is separately and
independently given, and each such covenant is intended to be enforceable
separately and independently of the other such covenants, including without
limitation, enforcement by injunction; provided, however, that the invalidity or
unenforceability of any provision of this Agreement in any respect shall not
affect the validity or enforceability of this Agreement in any other respect. In
the event that any provision of this Agreement shall be held invalid or
unenforceable by a court of competent jurisdiction by reason of the geographic
or business scope or the duration thereof of any such covenant, or for any other
reason, such invalidity or unenforceability shall attach only to the particular
aspect of such provision found invalid or unenforceable as applied and shall not
affect or render invalid or unenforceable any other provision of this Agreement
or the enforcement of such provision in other circumstances, and, to the fullest
extent permitted by law, this Agreement shall be construed as if the geographic
or business scope or the duration of such provision or other basis on which such
provisions has been challenged had been more narrowly drafted so as not to be
invalid or unenforceable,
ARTICLE
IV TERMINATION
Section
4.1 Termination.
(a) If,
during the term hereof, the Employee (i) violates in any material respect any
provision of Article III hereof; (ii) is convicted of a felony or a crime
involving moral depravity or the commission of any other act or omission
involving dishonesty or fraud with respect to the Company or any of its
subsidiaries, customers or suppliers; (iii) substantially and repeatedly fails
to perform the duties of the porition held by the Employee which continues after
written warnings to correct such deficiency; (iv) for any reason is no longer
able to act as, or qualified to be, CFO by virtue of any regulation, rule or
requirement of any regulatory authority where the Company has business or, (v)
commits acts of willful misconduct, the Company may immediately, in writing,
terminate this Agreement without further obligation hereunder, except that the
Company shall, within 30 days of termination,
pay all
compensation accrued through the effective date of termination and reimburse
Employee for all expenses incurred before the termination of Employee's
employment,
(b) If,
during the term of this Agreement, the Employee is charged with any act referred
to in Section 4.1(a) above, the Company may, upon one (1) day's notice, require
the Employee to take a leave of absence without pay for up to fifteen (15) days,
the length of such leave of absence to be determined by the Company in the
Company's sole discretion.
(c) Upon the
Employee's resignation from employment with the Company other than pursuant to
Section 4(f) and Section 4(g), the Company shall, within 30 days of termination,
pay all compensation accrued through the effective date of resignation and
reimburse Employee for all expenses incurred before the termination of
Employee's employment, and Employee shall have no further right for any salary
or other benefits except as otherwise required by law.
id) This
Agreement shall be terminated by the death of the Employee. If the death of the
Employee occurs and this Agreement is thereby terminated, the Company shall,
within 30 days of termination, pay to the Employee's estate or legal
representative in complete settlement for relinquishment of his interest in this
Agreement, compensation and benefits payable to him through the end of the
calendar month in which his death and the Agreement's termination occur, and
shall reimburse Employee's estate or legal representative for all expenses
incurred before the Employee's death.
(e) The
Company may terminate this Agreement by written notice to the Employee in the
event that during the term hereof the Employee shall become "permanently
disabled" as the term "permanently disabled" is hereinafter fixed and defined.
For purposes of this Agreement, "permanently disabled" shall mean (i) the
Employee is unable, by reason of accident, physical or mental infirmity or other
causes beyond his control, to satisfactorily perform duties then assigned to him
or such reduced duties which the Company is willing to assign to him for a
continuous period of one hundred twenty (120) days or for a total period of one
hundred twenty (120) days, either consecutive or not, in any twelve month
period, or (ii) the Employee is unwilling for whatever reason to perform on a
full-time basis the duties then assigned to him for a continuous period of one
hundred twenty (120) days or for a total period of one hundred twenty (120)
days, either consecutive or not, in any twelve month
period. For purposes of this Agreement, the Company shall
determine the existence of
"permanent
disability"; provided, however, a
determination of "permanent disability" under subsection (i) above may be made
only upon receipt of a certificate of disability from a qualified physician,
selected by the Company, subject to the reasonable approval of Employee or his
representative after examination by such physician of the disabled Employee;
provided, further, that in the
event the Employee has failed to substantially perform his duties for a period
of 30 consecutive days as a result of accident or injury and thereafter refuses
to submit to a medical examination at the request of the Company for a
continuous period of one hundred twenty (120) days, the Employee shall be deemed
to be "permanently disabled." Upon termination pursuant to this Section 4.1(e),
the Company shall, within 30 days of termination, pay to the Employee in
complete settlement for relinquishment of the Employee's interest in this
Agreement, compensation and benefits payable to the Company through the end of
the calendar month in which termination of this Agreement occurs, and reimburse
Employee for all expenses incurred before the termination of Employee's
employment.
(f) In
the event that the Employee's employment hereunder is terminated (i) at any time
by the Company without cause or (ii) by the resignation of Employee as a result
of (A) a breach by the Company of any provision of this Agreement, including,
without limitation, the failure of the Company to pay any amount hereunder when
the same shall be due and payable, or a material change in Employee's duties,
including, without limitation, a material diminution in Employee's title,
position, duties or responsibilities, or the assignment to Employee of duties
that are inconsistent, in a material respect, with the scope of duties and
responsibilities associated with the positions specified in the Agreement, the
Company shall (i) within 30 days of termination, pay Employee all compensation
accrued through the effective date of resignation and reimburse Employee for all
expenses incurred before the termination of Employee's employment, (ii) within
30 days of termination, prior to February 1, 2009 pay Employee in a lump sum an
amount equal to 2 months of Employee's annual guaranteed salary in effect on the
date of termination and from and after February 1, 2009 pay Employee in a lump
sum an amount equal to 3 months of Employee's annual guaranteed salary in effect
on the date of termination (iii) provide to Employee, at the Company's expense,
for the first year after Employee's termination, continued coverage under all
benefit plans in which Employee participated immediately prior to Employee's
termination (or if the Company was paying Employee for obtaining such coverage
on his own, the Company will pay Employee in a lump sum on termination, the
amount required to continue such coverage
for a
period of one year), and Employee shall have no further right or entitlement for
any salary or other benefits at law or otherwise. In addition, upon termination
of Employee's employment pursuant to this Section 4(f), all options granted to
Employee shall immediately vest and become exercisable.
(g) In
the event that the Employee's employment hereunder is terminated by Employee for
any reason during the 90-day period subsequent to a Change in Control (as
hereinafter defined), the Company shall (x) within 30 days of termination, pay
Employee all compensation accrued through the effective date of resignation and
reimburse Employee for all expenses incurred before the termination of
Employee's employment, (y) within 30 days of termination, pay Employee in a lump
sum an amount equal to 6 months Employee's annual guaranteed salary in effect on
the date of termination and (z) provide to Employee, at the Company's expense,
for the first year after Employee's termination, continued coverage under all
benefit plans in which Employee participated immediately prior to Employee's
termination (or if the Company was paying Employee for obtaining such coverage
on his own, the Company will pay Employee in a lump sum on termination, the
amount required to continue such coverage for a period of one year), and
Employee shall have no further right for any salary or other benefits except as
otherwise required by law. In addition, upon termination of Employee's
employment pursuant to this Section 4(g), all options granted to Employee shall
immediately vest and become exercisable.
For
purposes of this Agreement, "Change in Control" shall mean:
(i) The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 USA, as amended (the
"Exchange Act")) (a "Person"), other than the current principal stockholders of
the Company, of beneficial ownership (within the meaning of Rule 1 3d-3
promulgated under the Exchange Act 1934) of fifty percent (50%) or more of
either (A) the then outstanding shares of the Company's Common Stock (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of members of the Board or board of any corporate successor to the
business of the Company (the "Outstanding Company Voting Securities"); provided, however, that for
purposes of this subsection (i), the following acquisitions shall not constitute
a Change of Control: (1) any acquisition by the Company, or (2) any acquisition
by
any
Person pursuant to a transaction which complies with clauses (A), (B) and :(')
of subsection (c) below; or
(ii) Individuals
who, as of the Effective Date, constitute the Board (the
"Incumbent
Board") cease for any reason within any period of 18 consecutive months
to
constitute
at least a majority of such Incumbent Board; provided, however, that
any
individual
becoming a director subsequent to the Effective Date whose election,
or
nomination
for election, by the Company's stockholders, was approved by a vote of at least
a
majority
of the members then comprising the Incumbent Board shall be considered as
though
such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any
such
individual whose initial assumption of office occurs as a result of an actual or
threatened
election
contest with respect to the election or removal of directors or other actual
or
threatened
solicitation of proxies or consents by or on behalf of a Person other than
the
Incumbent
Board; or
(iii) Consummation
after the Effective Date of a reorganization, merger or
consolidation
or sale or other disposition of all or substantially all of the assets of
the
Company
or the acquisition of assets of another corporation (a "Business Combination"),
in
each
case, unless, following such Business Combination, (A) all or substantially all
of the
individuals
and entities who were the beneficial owners, respectively, of the
Outstanding
Company
Securities and Outstanding Company Voting Securities immediately prior to
such
Business
Combination beneficially own, directly or indirectly, more than fifty percent
(50%)
of,
respectively, the then Outstanding Company Securities and the Outstanding
Company
Voting
Securities, as the case may be, of the corporation resulting from such
Business
Combination
in substantially the same proportions as their ownership, immediately prior
to
such
Business Combination, of the Outstanding Company Securities and
Outstanding
Company
Voting Securities, as the case may be, (B) no Person (excluding any
employee
benefit
plan (or related trust) of the Company or such corporation resulting from
such
Business
Combination) beneficially owns, directly or indirectly, fifty percent (50%) or
more
of,
respectively, the then Outstanding Company Securities and the Outstanding
Company
Voting
Securities resulting from such Business Combination or the combined voting
power
of the
then outstanding voting securities of such corporation except to the extent that
such
Person
had an ownership position in excess of such fifty percent (50%) of the
Outstanding
Company
Voting Securities prior to the Business Combination or (C) at least a majority
of
the
members of the board of the entity resulting from such Business Combination
were
members
of the Incumbent Board or Persons who replaced such Incumbent Board without
causing a Change in Control pursuant to Section (b) above at the time of the
execution of the initial agreement, or of the action of the Incumbent Board,
providing for such Business Combination; or
(iv)
Approval by the security holders of the Company of a complete liquidation or
dissolution of the Company.
(h) If
either party is prevented or delayed or anticipates being prevented or delayed
in the performance of any of its obligations under this Agreement as a result of
a force majeure event, to include but not limited to strikes, lockouts, civil
commotion, embargo, governmental legislation or regulation, riot, invasion, acts
or threats of terrorism, war, threat of or preparation for war, fire, explosion,
storm, flood, earthquake, subsidence, epidemic or other natural physical
disaster it shall immediately notify the other party, in writing, of the same,
and, where reasonably possible, specifying the period for which such prevention
or delay can reasonably be expected to continue. If a party shall have fully
complied with its obligations under this clause 4.1(h) it shall be excused from
performance of its unfulfilled obligations under this Agreement from the date of
such notice until such force majeure event no longer pertains, provided,
however, if such obligations related to "deferred compensation" within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended USA
(the "Code"), such obligation shall only be permitted to remain unfulfilled to
the extent permitted by Section 409A of the Code.
ARTICLE
V
MISCELLANEOUS
PROVISIONS
Section
5.1 Governing
Law. The validity, construction, interpretation and enforceability of
this Agreement shall be determined and governed by the laws of the Province of
British Columbia, Canada.
Section
5,2 Assignment.
This Agreement shall inure to the benefit of and shall be binding upon the heirs
and legal representatives of the Employee and upon the successors and assigns of
the Company. This Agreement is a personal service contract and it may not be
assigned by the Employee; the Agreement is, however, expressly assignable by the
Company to an affiliate of the Company.
Section
5.3 Remedies.
(a) Termination
of this Agreement shall not constitute a waiver of the Company's or the
Employee's rights under this Agreement or otherwise, nor a release of the
Company or the Employee from its or his obligations under Article III hereof.
The parties hereto agree that monetary damages are not adequate relief for
breaches under Article III hereof and that injunctive relief may be sought and
enforced by the Company against the Employee for enforcement of the duties and
obligations contained therein.
(b) The
rights and remedies provided each of the parties herein shall be cumulative and
in addition to any other rights and remedies provided by law or otherwise. Any
failure in the exercise by either party of his or its right to terminate this
Agreement or to enforce any provision of this Agreement for default or violation
by the other party shall not prejudice such party's right of termination or
enforcement for any further or other default or violation.
Section
5.4 Entire Agreement;
Amendment. This Agreement constitutes the entire agreement between the
parties respecting the Employee's employment, and there are no representations,
warranties or commitments, except as set forth herein. This Agreement may be
amended only by an instrument in writing executed by the parties
hereto.
Section
5.5 Notices.
Any notice, request, demand or other communication hereunder shall be in writing
and shall be deemed to be duly given when personally delivered to an officer of
the Company or to the Employee, as the case may be, or when delivered by mail at
the addresses set forth below or such other address as may be subsequently
designated in writing:
The
Employee:
With copy
to:
The
Company: Xxxxx Petroleum Corp. Xxxxxxxxxxxxxx 0 X.X. Xxx 000 XX-0000 Xxxx
Xxxxxxxxxxx
With copy
to:
Attn:
Xxxxx Petroleum Corp. Xxxxxxx X. Xxxxxxxx General Council
4th
Floor, 000 Xxxx Xxxxxx Xxxxxxxx, X.X. X0X 0X0 Xxxxxx
Section
5.6 Severability. The
provisions of this Agreement and any exhibits are severable and, if any one or
more provisions may be determined to be illegal or otherwise unenforceable, the
remaining provisions shall be enforceable. Any partially enforceable provisions
shall be enforceable to the extent enforceable.
Section
5.7 Gender.
Throughout this Agreement, the masculine gender shall be deemed to include the
feminine and neuter, and vice versa, and the singular the plural, and vice
versa, unless the context clearly requires otherwise.
Section
5.8 Freedom To
Contract. The Employee represents and warrants that he has the right to
enter into this Agreement and that no other agreements exist, whether written or
oral, which would be in conflict with any of the terms and conditions of this
Agreement. During the first year hereof only, notice must be provided to the
Company in writing of any agreements, written or oral, whereby the Employee is
to provide services for compensation entered into by the Employee during the
term of this Agreement. Such written notice must describe in detail the proposed
relationship, as evidenced by such agreement, and specify whether compensation
has been received or will be received under the terms of such agreement. The
Employee represents and warrants that he will not enter into any agreement,
which is in conflict with the terms and conditions of this Agreement. The
Employee and Xxxxx acknowledge and agree that nothing in this agreement creates
an employer-employee relationship between the Company and Xxxxx.
Section
5.9 Waiver of
Breach. Either party's waiver of a breach of any provision of this
Agreement by the other shall not operate or be construed as a waiver of any
subsequent breach by such other party. No waiver shall be valid unless in
writing and, in the case of Company, signed by an authorized officer of the
Company,
Section
5.10 Headings.
Headings in this Agreement are for convenience only and shall not be used to
interpret or construe its provisions.
1
Section
5.11 Waiver of Jury
Trial. The Parties hereto waive the right to a jury with respect to the
resolution of any dispute brought in connection with this
Agreement.
Section
5.12. Successors;
Binding Effect; Third Party Beneficiaries. In the event of a future
disposition by the Company (whether direct or indirect, by sale of assets or
stock, merger, consolidation or otherwise) of all or substantially all of its
business and/or assets, the Company will require any successor, by agreement in
form and substance reasonably satisfactory to Employee or by operation of law,
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
disposition had taken place. The foregoing includes the acquisition of the
Company by a public shell in a reverse merger or exchange transaction, in which
case this Agreement shall be assumed by the parent holding company and
Employee's duties shall include those of the CFO (position) of the parent
holding company as well as any subsidiaries thereof, including the Company. As
used in this Agreement, "the Company" shall mean the Company as herein before
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or
otherwise.
1
IN WITNESS WHEREOF, with due
authorization the parties have executed this Agreement as of the day and year
first above written.
EXHIBIT
A
Compensation
A.
Salary
During
the first year of the Term of this Agreement, the Company shall provide the
Employee guaranteed remuneration of: 1) USD $17,500 per month for the first six
months; and, 2) USD $20,000 per month for the last six months (the "First Year
Salary"). The salary shall be paid in accordance with the Company's normal
payroll practices.
During
each subsequent year of the Term, the Company shall provide Employee
remuneration at least equal to the First Year Salary but shall endeavor in good
faith to raise Employee's annual remuneration to such level commensurate with
Employee's performance over the prior 12 months, the progression and growth of
the Company's business over the prior 12 months, then prevailing industry salary
scales and other relevant factors. In no event shall Employee's guaranteed
salary be less than the First Year Salary.
B. Stock
Options
Upon
commencement of the Term of the Employee's employment with the Company, the
Employee shall receive 400,000 options in the common stock of Xxxxx Petroleum
Corporation with a strike price equal to the closing price on that day of such
stock on the NASDAQ bulletin board, where the stock is traded.
C. Car
Leasing
The
employee shall have the option to choose upon a car lease limited to a total
cost of USD $900 per month.
D. Bonus
The Board
may adopt a bonus plan pursuant to which all executives, including the Employee,
shall be able to receive a potential annual bonus. Any bonus plan or payments
thereunder shall comply with Section 409A of the Internal Revenue Code of 1986
(USA) so that no liability results under Section 409A as a result of the bonus
plan or any payment there under.
EXHIBIT
B
Benefits
The
Employee shall be provided with benefits now or in the future provided by the
Company to its employees and executives, including but not limited
to:
(a) 30
days paid vacation in each year. No vacation may be carried over from one year
to the next, unless the Employee receives a written extension from the Company's
Board of Directors. The Employee shall also be entitled to all paid holidays
given by the Company to its employees and key management personnel.
