Foothills Resources, Inc. Bakersfield, California 93309
EXHIBIT
10.7
Foothills
Resources, Inc.
0000
Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx,
Xxxxxxxxxx 00000
April
21,
2006
Xx.
Xxxxx
X. Xxxxxxx
0000
Xxxxxxxx Xxxxx
Xxxxxxxxxxx,
Xxxxxxxxxx 00000
Dear
Xxx:
Foothills
Resources, Inc. (the “Company”) is pleased to offer you employment on the
following terms:
1. Position.
You
will serve in a full-time capacity as Vice President - Land and Legal of the
Company. You will report to Xxxx X. Xxxxx. By signing this letter agreement,
you
represent and warrant to the Company that you are under no contractual
commitments inconsistent with your obligations to the Company.
2. Salary.
You
will be paid a salary at the annual rate of $125,000, payable in semi-monthly
installments in accordance with the Company’s standard payroll practices for
salaried employees. This salary will be subject to adjustment pursuant to the
Company’s employee compensation policies in effect from time to time.
3. Benefits.
You
will receive the Company’s standard benefits for salaried employees, including
401(k) retirement account, Company-paid health, dental, life and disability
insurance, and vacation and personal days.
4. Stock
Options.
Subject
to the approval of the Company’s Board of Directors or its Compensation
Committee, you will be granted an option to purchase 100,000 shares of the
Company’s Common Stock. The exercise price per share will be equal to the fair
market value per share on the date the option is granted or on your first day
of
employment, whichever is later. The option will be subject to the terms and
conditions applicable to options granted under the Company’s 2006 Equity
Incentive Plan, as described in that Plan and the applicable stock option
agreement. The option will vest as follows: 25% of the shares of Common Stock
underlying such option will vest on the date of grant, and the remaining 75%
of
the shares of Common Stock underlying the option will vest in equal annual
installments on the first, second and third anniversaries of the date of
grant.
5. Confidential
Information/Ownership and Assignment of Inventions; Non-Competition and
Non-Solicitation; Xxxxxxx
Xxxxxxx Policy/Public Disclosure.
Like
all Company employees, you will be required, as a condition to your employment
with the Company, to sign the Company’s standard Assignment of Invention and
Non-Disclosure Agreement, Non-Solicitation Agreement, and Xxxxxxx Xxxxxxx and
Disclosure Policy Acknowledgement, copies of which are attached hereto as
Exhibits A, B and C, respectively.
6. Period
of Employment.
Your
employment with the Company will be “at will,” meaning that either you or the
Company will be entitled to terminate your employment at any time and for any
reason, with or without cause. Any contrary representations which may have
been
made to you are superseded by this offer. This is the full and complete
agreement between you and the Company on this term. Although your job duties,
title, compensation and benefits, as well as the Company’s personnel policies
and procedures, may change from time to time, the “at will” nature of your
employment may only be changed in an express written agreement signed by you
and
a duly authorized officer of the Company.
7. Outside
Activities.
While
you render services to the Company, you will not engage in any other gainful
employment, business or activity without the written consent of the Company.
While you render services to the Company, you also will not assist any person
or
organization in competing with the Company, in preparing to compete with the
Company or in hiring any employees of the Company.
8. Withholding
Taxes.
All
forms of compensation referred to in this letter are subject to reduction to
reflect applicable withholding and payroll taxes.
9. Entire
Agreement.
This
letter and the Exhibits attached hereto contain all of the terms of your
employment with the Company and supersede any prior understandings or
agreements, whether oral or written, between you and the Company.
10. Amendment
and Governing Law.
This
letter agreement may not be amended or modified except by an express written
agreement signed by you and a duly authorized officer of the Company. The terms
of this letter agreement and the resolution of any disputes will be governed
by
California law.
We
hope
that you find the foregoing terms acceptable. You may indicate your agreement
with these terms and accept this offer by signing and dating the enclosed
duplicate original of this letter and the enclosed Assignment of Invention
and
Non-Disclosure Agreement, Non-Solicitation Agreement, and Xxxxxxx Xxxxxxx and
Disclosure Policy Acknowledgement, and returning them to me. As required by
law,
your employment with the Company is also contingent upon your providing legal
proof of your identity and authorization to work in the United States. This
offer, if not accepted, will expire at the close of business on April 28,
2006.
We
look
forward to having you join us on May 1, 2006.
If
you
have any questions, please call me at 000-000-0000.
Very
truly yours,
FOOTHILLS
RESOURCES, INC.
By:
/s/
Xxxx Xxxxx
President
I
have
read and accept this employment offer:
/s/
Xxxxx X. Xxxxxxx
Signature
of Xxxxx X. Xxxxxxx Dated:
April 21, 2006
