Exhibit 10.10
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MAVERICK OIL AND GAS, INC.
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July 27, 2004
Mr. Xxxxxxx Xxxxxxx
00 Xxxx Xxxxxxxx
Xxxxxx X0X 0XX
Xxxxxx Xxxxxxx
RE: Offer of Employment
Dear Xx. Xxxxxxx:
Maverick Oil and Gas, Inc. (the "Company") is pleased to extend to you
an offer of employment with the Company. You will be employed as our President
and in that regard, will be assigned such duties and responsibilities as are
consistent with such position and as may be assigned to you by the Board of
Directors of the Company, from time to time. It is expected that your starting
date of employment will be as of the date of this Agreement.
1. Compensation.
As President, you would be employed at a base salary of $10,000 USD per
month, subject, of course to applicable tax withholdings and otherwise in
accordance with payroll practices adopted by the company from time to time. In
addition to your base salary, the Company has agreed to pay you a bonus of
$10,000 USD during November, 2004 (assuming you have not separated from the
service of the Company at that time), and the Company is prepared to offer you
additional incentive compensation in the form of participation in the Company's
stock option program in the following manner:
a. Stock Option Program. You will be granted 3 year options to
purchase 300,000 shares of the Company's Common Stock upon commencement of
employment (the "Options") at an exercise price of $1.50 USD per share.
b. Benefits. As an employee of the Company, you will also be
eligible to participate in the corporate benefits offered by the Company to its
employees, in general. You will be entitled to receive 2 weeks of paid vacation
in each calendar year, to be taken at times which do not unreasonably interfere
with the performance of your duties thereunder. Vacations of more than 7
consecutive days should not be scheduled during any three month period without
the prior written consent of the Board of Directors. You will also be reimbursed
for all reasonable expenses incurred by you in furtherance of your position with
the Company, including travel and entertainment expense, upon submission of the
appropriate documentation.
2. Employee-at-Will. This offer does not guarantee continued employment
for any specified period of time, nor does it require that a dismissal be based
on "cause". Your employment and compensation with the Company are "at will" in
that they can be terminated with or without cause, and with or without notice,
at any time, at the option of either the Company or yourself, except as provided
by law. The terms of this offer letter, therefore, do not and are not intended
to create either an express and/or implied contract of employment with the
Company. No manager or representative of the Company, other than an authorized
senior executive officer h s the authority to enter into any agreement for
employment for any specified period of time or to make any agreement or contract
to the foregoing, and any promises to the contrary may only be relied upon by
you if they are in writing and signed by an authorized senior executive officer.
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00 XXXX XXXXXXXX
XXXXXX X0X 0XX
XXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
July 27, 2004
Page 2
3. Full-Time Position. You agree that your employment hereunder will
generally be on a full-time basis, excluding non-competitive ventures that do
not adversely interfere with your with your duties to the Company or materially,
impede your full time duties hereunder, and you further agree during working
hours to generally devote your time, energy, knowledge, skill and ability
exclusively to the operation, transactions, and development of the Company's
interests unless otherwise in writing agreed. You will conscientiously and
diligently perform all required acts and duties to the best of y our ability,
and in a manner satisfactory to the Company. You will faithfully discharge all
responsibilities and duties entrusted to you. You will have the right to devote
a reasonable amount of time to (1) industry, community or charitable
organizations, (2) the management of personal investments, and (3) service on
the Boards of Directors of other organizations, as long as such service does not
create a conflict of interest with your services to the Company.
4. Termination Without Cause. Notwithstanding, anything in this Offer
of employment to the contrary, in the event you are terminated by the Company
without "Cause" (as hereafter defined), you will be entitled, at the discretion
of the Company, to either: (i) ninety (90) days notice of such date of
termination (the "Notice Period") with your salary and benefits to remain fixed
at then current levels during such Notice Period, or (ii) a severance package
upon your termination equal to the continuation of your present salary and
benefits for a period of ninety (90) days from the date of termination. For the
purposes hereof, you would be considered terminated for "Cause" if your
employment is terminated by the Company as a result of: (i) any violation of a
law, rule or regulation other than minor traffic violations; (ii) fraud,
dishonesty or other acts of misconduct in the rendering of services on behalf of
the Company or relating to the employee's employment; (iii) misconduct by the
employee which would cause the Company to violate any state or federal law
relating to sexual harassment or age, sex or other prohibited discrimination or
any violation of written policy of the Company or any other prohibited
discrimination or any violation of written policy of the Company or any
successor entity adopted in respect to such law; (iv) failure to follow Company
work rules, directives, or written policy statements; (v) any breach by you of
the terms of this Offer of Employment; or (vi) any violation of a
confidentiality or non-competition agreement or patent assignment agreement or
any agreement relating to the Company's protection of intellectual property
rights.
5. No Prior Agreement. In order to induce the Company to offer you this
position of employment, you are hereby confirming for us that you are not a
party to or otherwise subject to or bound by the terms of any contract,
agreement or understanding which in any manner would limit or otherwise effect
your ability to perform your obligations hereunder. You further represent and
warrant that your employment that your employment by the Company would not under
any circumstances required you to disclose or use any Confidential Information
belonging to third parties, or to engage in any conduct which may potentially
interfere with contractual, statutory or common-law rights of third parties.
Xxxxxxx Xxxxxxx
July 27, 2004
Page 3
If you agree to accept the terms of this offer of employment, would you
kindly sign on the line provided below.
We appreciate you have decided to be part of the Maverick team and look
forward to your continued success.
Sincerely,
MAVERICK OIL AND GAS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Resigning President
Acknowledged and Accepted
This 27th day of July, 2004
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
