CONTRACT SETTLEMENT AGREEMENT BETWEEN
FRONTIER NATURAL GAS CORPORATION
AND XXXXX X. XXXXX
WHEREAS Xxxxx X. Xxxxx ("Employee") has an employment contract with Frontier
Natural Gas Corporation ("Frontier") dated effective January 1, 1993 (the
"Contract"); and
WHEREAS Frontier has negotiated with third parties including Aspect Resources
LLC and Esenjay Petroleum Corporation and others in regard to a transaction
which would result in a change of control of Frontier, (which change of control
shall be defined as a change of the majority of the Board of Directors of
Frontier and/or a transaction whereby over fifty percent of the equity
securities of Frontier are issued or committed to be issued to third parties,
and/or Frontier merges with another company, hereafter a "Change of Control");
and
WHEREAS The Board of Directors has determined that it is in the best interests
of Frontier to satisfy all obligations of Frontier previously incurred, or to be
incurred in the future, pursuant to the Contract, but subject to Frontier
closing a transaction which results in a Change of Control;
NOW THEREFORE
Frontier agrees that in the event Frontier closes any transaction which results
in a Change of Control prior to June 30, 1998 that Frontier shall pay to
Employee the sum of One Hundred and Thirty Four Thousand Four Hundred Dollars
($134,400.00), which amount shall be referred to herein as the "Settlement
Payment", and Employee shall be, upon closing of a transaction which results in
a Change of Control, automatically released from all obligations pursuant to
the Contract other than Employees confidentiality obligations to Frontier as set
forth in Paragraph 7.a. of the Contract. Said Settlement Payment and release
from obligations shall be in full satisfaction of the Contract, but in addition
to any other obligations owed Employee; and
Employee agrees that, subject only to timely payment of the Settlement Payment,
that Frontier shall, upon closing of a transaction resulting in a Change of
Control, have no further obligation to Employee pursuant to the Contract; and
The parties agree that the Settlement Payment shall be due and payable upon
closing of a transaction resulting in a Change of Control, and that it shall be
paid by delivery to Employee of a promissory note bearing interest at ten
percent per annum payable by Frontier to Employee with the principal amount
being paid at the minimum rate of five thousand dollars per month, beginning
the first day of the third calendar month after the referenced closing, and with
all principal and accrued interest being due and payable upon the earlier of
September 30, 1998 or the completion of the public sale of any equity and/or
debt securities of Frontier. The parties further agree that Employee, at
Employees sole discretion may defer payment of up to fifty percent of the
principal amount until January 15, 1999.
------------------------------------ January ____, 1998
Xxxxx X. Xxxxx.
Frontier Natural Gas Corporation
By: January ____, 1998
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It's:
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