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Exhibit 10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") dated as of _________________,
_________, is by and between Blue Ridge Energy, Inc., a Nevada corporation (the
"Company"), and Xxxxxx X. Xxxxxxx ("Employee").
WITNESSETH:
WHEREAS, Employee is employed as President of the company; and
WHEREAS, the Company and Employee wish to document certain terms of
employment of Employee in such capacity,
NOW, THEREFORE, in consideration the premises and mutual covenants
herein contained, the Company and Employee hereby agree as follows:
1. EMPLOYMENT AND TERM OF EMPLOYMENT. Subject to the terms and
conditions of this Agreement, the Company hereby agrees to
employ Employee, and Employee hereby agrees to serve as
President of the Company, for a period of three years
commencing on the date hereof, which period shall
automatically be extended for an additional year on each
anniversary of this Agreement thereafter (as so extended at
any time, for "Term of Employment") unless notice to the
contrary is given not less than 60 days prior to any
anniversary of this Agreement by either party to this
Agreement.
2. SCOPE OF EMPLOYMENT. During the Term of Employment (i)
Employee will serve as President with powers and
responsibilities of such position set forth in the bylaws of
the Company, and Employee will perform diligently to the best
of his ability those duties set forth therein and in this
Agreement in a manner that promotes the interests and the
goodwill of the Company. Primary among those duties is the
raising of capital from the broker/dealer community, private
individuals and institutional markets for public and/or
private funds. (ii) President will be part of management
recommendation to the shareholders to serve on the Board of
Directors during the term of his employment. (iii) The Company
at this time shall not require employee to relocate, however,
in the event company at their sole discretion determine it is
the best interest of the company for employee to relocate
company may require this at company expense. Employee will
maintain a residence within the local area of the company's
primary place of business.
3. COMPENSATION. During the Term of Employment, the Company shall
compensate Employee for his services hereunder in such amount
as shall be determined by the Board of Directors of the
Company from time to time, but such compensation shall not be
reduced at any time in contemplation of, related to, or as the
result of, a Change in Control, as defined in Section 7.
Compensation shall
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be determined separately in a supplemental compensation
agreement. Employees compensation shall be set out in the
attached Exhibit "A" which is hereby incorporated by
reference.
4. ADDITIONAL COMPENSATION AND BENEFITS. As additional
compensation for Employee's services under this Agreement,
during the Term of Employment the company agrees to provide
Employee with the following reimbursements and benefits:
(a) The Company shall reimburse Employee for reasonable
and necessary expenses incurred by Employee in
furtherance of the Company's business, including a
mileage allowance for all business-related travel on
a per-mile basis at a rate equivalent to that allowed
by the Internal Revenue Service, provided that such
expenses are incurred in accordance with the
Company's policies and upon presentation of
documentation in accordance with expense
reimbursement policies of the Company as they may
exist from time to time, and submission to the
Company of adequate documentation in accordance with
federal income tax regulations.
(b) Employee may participate in any non-cash benefits
provided by the Company to its employees as they may
exist from time to time. Such benefits shall include
leave or vacation time, medical and dental insurance,
life insurance, accidental death and dismemberment
insurance, retirement benefits and disability
benefits, as such benefits may hereafter be provided
by the Company in accordance with its policies in
force from time to time. In addition, in the event of
Employee's death during the Term of Employment, the
company shall make available to Employee's spouse, at
the expense of such spouse, medical and dental
insurance as provided by the terms and conditions of
the then existing medical and dental insurance
policies carried by the terms and conditions the then
existing medical and dental insurance policies
carried by the Company unless otherwise prohibited by
applicable law.
5. CONFIDENTIALITY.
(a) Employee recognizes that the Company's business
involves the handling of confidential information of
both the Company and the Company's affiliates and
subsidiaries and requires a confidential relationship
between the company, and its affiliates and
subsidiaries and the Company and Employee. The
Company's business requires the fullest practical
protection and confidential treatment of unique and
proprietary business and technical information,
including treatment of unique and proprietary
business and technical information, including but not
limited to inventions, trade secrets, patents,
proprietary and confidential data and knowledge of
both the Company's affiliates and subsidiaries and
the
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company (collectively, hereinafter called
"Confidential Information") which is conceived or
obtained by Employee in the course of his employment.
Accordingly, during and after termination of
employment by the company, Employee agrees: (i) to
prevent the disclosure to any third party of all such
Confidential Information; (ii) not to use for
Employee's own benefit any of the Company's
Confidential Information, and (iii) not to aid others
in the use of such Confidential Information in
competition with the Company or its affiliates and
subsidiaries. These obligations shall exist during
and after any termination of employment hereunder.
Notwithstanding anything else contained herein, the
term "Confidential Information:" shall not be deemed
to include any general knowledge, skills or
experience acquired by Employee or any knowledge or
information known to the public in general.
(b) Employee agrees that every item of confidential
Information referred to in this Section 5 which
relates to the Company's present business or which
arises or is contemplated to arise out of use of the
Company's time, facilities, personnel or funds prior
to Employee's termination, is the property of the
Company.
6. COVENANT NOT TO COMPETE.
(a) Subject to the provisions of this section, without
the express prior written consent of the Company,
Employee will not serve as an employee, officer,
director or consultant, or in any other similar
capacity or make investments (other than open market
investments in no more than five percent (5%) of the
outstanding stock of any publicly traded company) in
any firm, corporation, association or other entity
whose activities directly compete with the activities
of the Company where such employment may involve
assisting such competitor with such activities as the
Employee performed on behalf of the Company which
directly compete with those now existing or
contemplated as of this date.
(b) Subject to the provisions of this section, without
the express prior written consent of the Company,
Employee will not solicit, recruit or hire, or assist
any person, firm, corporation, association or other
entity in the solicitation, recruitment or hiring of
any person engaged by the Company as an employee,
officer, director or consultant.
(c) Employee's obligations under (a) of this section
shall continue in force only while employee is
receiving salary payments from the company after
termination. Employee's obligation under (b) of this
section shall continue in force for two years after
termination. If there has been a "Change in Control",
as defined below, then the provisions of (a) and (b)
of this section shall have no further force and
effect after the date that such change of control
occurs.
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7. TERMINATION.
(a) Either the Company or Employee may terminate
Employee's employment during the Term of Employment
upon 60 days' written notice. Such termination by the
company shall require the affirmative vote of a
majority of the members of the Board of Directors of
the Company then in office who have been or will have
been directors for the two-year period ending on the
date notice of the meeting or written consent to take
such action is first provided. In the case of
termination during the Term of Employment, except in
those circumstances covered by 7(b) or (c) below,
Employee shall continue to receive salary for six
months from the day he last worked on the Company's
behalf pursuant to this Agreement, plus continuation
at the Company's expense of such medical and dental
coverage as then in effect for the same six month
period. Notwithstanding the foregoing, Employee shall
not receive such compensation if the Company
terminates his employment for cause. "Cause" shall be
defined as (i) commission of fraud against the
Company, its subsidiaries, affiliates or customers,
(ii) willful refusal without proper legal cause,
after 30 days' advance written notice from the
Chairman of the Board of the Company and/or the Chief
Executive Officer of the Company, or, after a Change
in Control, from the Continuing Directors, to
faithfully and diligently perform Employee's duties
as directed in such notice or correct or terminate
those practices as described in such notice, all
within the context of a forty-hour per week schedule,
or (iii) breach of Section 5 of this Agreement.
During the first year of employment in the case of
termination, the six months salary & benefits would
continue pro-rated based on months employed.
(b) Change of Control
(1) In the event Employee's employment is
terminated by the Company, after, by, on
account of, or in connection with, a "Change
of Control," as defined below, or in the
event Employee resigns during the Term of
Employment hereunder following a "Change of
Control as defined, the Company (i) shall
pay Employee on his last day of employment
by the Company a lump sun equal to twelve
months' salary, plus an additional two
weeks' salary for every year of service to
the Company, (ii) continue at the Company's
expense such medical and dental coverage as
then in effect for the remainder of the Term
of Employment, and (iii) pay one year's
premium on the universal life and group term
life insurance policies carried on
Employee's life or any successor to, or
replacement of, such policies, together with
assignment (if possible under the terms
thereof) of such universal life policy to
Employee within one year following such
termination.
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(2) Change of control: "Change of control," for
purposes of this Agreement, shall be deemed
to have occurred upon the occurrence of any
one (or more) of the following events, other
that a transaction with another person
controlled by, or under common control with,
the Company:
(A) Any person, including a "group" as
defined in Section (3) (d) (3) of the
Securities Exchange Act of 1934, as
amended, becomes the beneficial owner of
shares of the voting stock of the Company
with respect to which 40% or more of the
total number of votes for the election of
the Board may be cast;
(B) As a result of, or in connection with,
any cash tender offer, exchange offer,
merger, or other business combination, xxx
of assets or contested election, or
combination of the above, persons who were
directors of the Company immediately prior
to such event shall cease to constitute a
majority of the Board;
(C) The stock holders of the Company shall
approve an agreement providing either for
a transaction in which the company will
cease to be an independent publicly owned
corporation or for a sale or other
disposition of all or substantially all
the assets of the Company.
(c) In the event of termination due to Employee's death
or as a result of sickness or disability of a
permanent nature rendering Employee unable to perform
his duties hereunder for a period of six (6)
consecutive months ("Permanent Disability") during
the Term of Employment, the Company shall pay to
Employee or the estate of Employee, as applicable, in
the year of death or the year thereafter (i)
compensation which would otherwise be payable to
Employee (as determined by, and subject to the
restrictions of, Section 3 hereof) up to the end of
the month of his death or the end of the sixth (6th)
month after he becomes unable to perform his duties
hereunder, and (ii) any bonus payable to Employee
pursuant to Section 3 prorated up to the date of
death or disability.
8. GOVERNING LAW. This Agreement shall be governed by and
constructed under the laws of the State of Kentucky Venue and
jurisdiction of any action relating to this Agreement shall
lie in Bowling Green, Kentucky, Xxxxxx County.
9. ENTIRE AGREEMENT. This agreement constitutes the sole
agreement between the parties and supersedes any and all other
agreements, oral or written, relating to
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the subject matter covered by the Agreement with the exception
of certain Indemnity Agreements which may exist between the
company and Employee, and which remain in force independent of
this Agreement.
10. WAIVER. Any waiver or breach of any of the terms of this
Agreement shall not operate as a waiver of any other breach of
such terms or conditions, or any other terms or conditions,
nor shall any failure to enforce any provisions hereof operate
as a waiver of such provisions or any other provision hereof.
11. ASSIGNMENT. This Agreement is a personal employment contract
and the rights and interests of Employee hereunder may not be
sold, transferred, assigned or pledged.
12. SUCCESSORS. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs,
representatives, successors and assigns.
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IN WITNESS WHEREOF, THE PARTIES HERETO AFFIXED THEIR SIGNATURES
HEREUNDER AS OF THE DATE FIRST ABOVE WRITTEN.
BLUE RIDGE ENERGY, INC.
BY
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XXXXXX X. XXXX
TITLE: C.E.O. & CHAIRMAN
"EMPLOYEE"
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NAME: XXXXXX X. XXXXXXX
ADDRESS: 000 XXXXXXXXX XXXXXX XX.
XXXXXXXXX XXXXX, XXXXXXX 00000
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COMPENSATION AGREEMENT
COMPENSATION AGREEMENT DATED _________________________ Between Blue Ridge
Energy, Inc., a Nevada Corporation (The Company), and Xxxxxx X. Xxxxxxx
(Employee)
Per our recent discussions, the following are the components of the compensation
agreement for President, Blue Ridge Energy, Inc.
1. Annual Salary - $180,000.00
2. Commission - 1% of Sales Identifies to Xxxxxx X. Xxxxxxx
3. National Override - .2% (20 Basis Points) of Blue Ridge Energy
capital raised by Xxxxxx X. Xxxxxxx, or Blue Ridge Energy
Marketing Dept., National or Regional Marketing Directors.
4. Blue Ridge Energy, Inc. Stock - Granted as per attached
performance schedule. Each year stock awarded will vary in
amount up or down based on capital raised.
CAPITAL RAISED SHARES SHARES AWARDED
YEAR 1 6,000,000 6/8 x 20,000 = 15,000
FEB 2001 8,000,000 8/8 x 20,000 = 20,000
10,000,000 10/8 x 20,000 = 25,000
YEAR 2 8,000,000 8/10 x 20,000 = 16,000
10,000,000 10/10 x 20,000 = 20,000
12,000,000 12/10 x 20,000 = 24,000
YEAR 3 10,000,000 10/12 x 20,000 = 16,666
12,000,000 12/12 x 20,000 = 20,000
14,000,000 14/12 x 20,000 = 23,333
YEAR 4 12,000,000 12/14 x 20,000 = 17,143
14,000,000 14/14 x 20,000 = 20,000
16,000,000 16/14 x 20,000 = 22,857
YEAR 5 14,000,000 14/16 x 20,000 = 17,500
16,000,000 16/16 x 20,000 = 20,000
18,000,000 18/16 x 20,000 = 22,500
5. Bonuses and or Salary Raises from Time to Time as Per the
Board of Directors.
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6. Vacation - Three (3) weeks paid vacation per year.
Four (4) weeks paid vacation per year after two
years of service.
BLUE RIDGE ENERGY, INC.
By
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Xxxxxx X. Xxxx
Title: C.E.O. & CHAIRMAN
"EMPLOYEE"
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Name: Xxxxxx X. Xxxxxxx
Address: 000 Xxxxxxxxx Xxxxxx Xx.
Xxxxxxxxx Xxxxx, XX 00000
