EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, made and entered into as of this 17th day of February
2006, by and between Frontier Energy Corporation, a Nevada corporation (the
"CORPORATION"), and , Xxxxxx Xxxxxx (the "EXECUTIVE").
WITNESSETH THAT:
WHEREAS, the Corporation desires to employ the Executive in the capacity
hereinafter stated, and the Executive desires to enter into the employ of the
Corporation in such capacity for the period and on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Corporation and the
Executive as follows:
1. Employment Period. The Corporation hereby agrees to employ the Executive as
its Chief Executive Officer, in such capacity, agrees to provide services
to the Corporation for the period beginning on February 17, 2006 and ending
March 31, 2008 (the "TERMINATION DATE") (or such later date as may be
agreed to by the parties within 120 days prior to the Termination Date)
(the "EMPLOYMENT PERIOD").
2. Performance of Duties. The Executive agrees that during the Employment
Period, while he is employed by the Corporation, he shall devote his full
time, energies and talents exclusively to serving in the capacity of Chief
Executive Officer of the
Corporation in the best interests of the Corporation, and to perform
duties assigned to his by the Board of Directors faithfully, efficiently
and in a professional manner. Without the Board's consent (which consent
shall not be
unreasonably withheld), the Executive shall not serve as or be a consultant
to or employee, officer, agent, or director of any corporation, partnership
or other entity that is a competitor of the Corporation.
Specifically, as Chief Executive Officer, you will be responsible for
financial reporting and taxes, treasury and accounting operations,
financial analysis, internal control, and in-house legal administration.
Your responsibility will be to management
and the Board of Directors, and as such, policy and direction from the
board will flow through you to the company.
Additionally, you will be responsible for supporting the identification and
evaluation of new business thrusts such as new business acquisition or
merger opportunities, supporting both near-term and long-range marketing
activities, and the oversight and evaluation of the company's top level
managers.
3. Compensation. Subject to the terms and conditions of this
Agreement, during the Employment Period, the Executive shall be
compensated by the Corporation for his services as follows:
a. He shall receive $48,000 per year beginning March 15, 2006. The
commencement of the payments will require approval by the Board
of Directors of the Company.
b. Restricted Stock Grant. The Company hereby grants to the
Executive 700,000 shares of the common stock of the Company that
is currently traded on the Over the Counter Bulletin Board under
the symbol FRGY. The stock is restricted as defined by the
Securities Act of 1933, as amended.
c. Vesting. The restricted stock issued will vest over a period of
two years (24 equal monthly installments) beginning with date
hereof. Vesting is contingent upon your continued employment with
the Company. Any remaining unvested stock at the time of
termination or resignation from the Company will be forfeited by
the Executive.
d. Lock up Agreement. The restricted stock grant stock
issued pursuant to section 3b of this Agreement and any other common stock
held of the Company as of the date of this Agreement is subject to certain
lockup provisions. The Executive agrees that, he will not, for a period
beginning on the date hereof and continuing through and until two years
following such date, directly or indirectly: offer, sell, contract to sell,
transfer, assign, contract to assign, gift, grant any option, warrant to
purchase, or right to acquire; announce the intention to sell, pledge,
xchange, contract to exchange, or otherwise dispose or contract to dispose
of any of the Shares on the open market or in a transaction or series
of transactions which will result in the Shares being
available for sale on the open market, except that during such lock-up period
the undersigned may make transfers in private non-public transactions. This
lock-up agreement is personal in nature and shall not be binding upon purchasers
of common stock, where such purchase is made in accordance with the terms of
this agreement.
e. The Executive will participate in the executive benefit package
offered to other executives in the Company during the term of his
employment.
4. Compensation Due Upon Termination. The Executive's right to
compensation for periods after the date his employment with the
Corporation terminates shall be determined in the accordance with
the following:
a. Discharge Without Cause. If the Corporation terminates the
Executive's employment under this Agreement without "cause" (as
defined Below), the Executive shall be entitled to receive two
months base salary. Should the Executive be terminated under this
provision (without cause) within the last three months of the
Corporate accounting year (now currently the calendar year) the
employee will also be entitled to any potential bonus based on
paragraph (3) (b) above on a Pro-Rata Basis, e.g. 10 months of
employment would equal 10/12 of a year or approximately 83.3% of
the bonus the Executive could have earned if employed for the
entire year.
b. Voluntary Resignation. The Corporation shall have no obligation
to make payments to the Executive in accordance with the
provisions of paragraph 3 for periods after the date on which the
Executive's employment with the Corporation
terminates due to the Executive's voluntary resignation.
c. Discharge for Cause. The Corporation shall have no obligation to make
payments to the Executive in accordance with the provisions of paragraph 3 for
periods after the Executive's employment with the Corporation is terminated on
account of the Executive's discharge for cause. The Executive shall be
considered discharged for "cause" if he is discharged by the Corporation on
account of the occurrence of one or more of the following events:
(i) the Executive becomes habitually addicted to drugs or alcohol; (ii) the
Executive discloses confidential information in violation of paragraph 5; (iii)
the Executive engages in competition in violation of paragraph 5;
(iv) the Corporation is directed by regulatory or governmental authorities to
terminate the employment of the Executive or the Executive engages in activities
that cause actions to be taken by regulatory or governmental authorities that
have a material or adverse effect on the Corporation;
(v) the Executive is indicted for a felony (other than a felony resulting from a
traffic violation); (vi) the Executive disregards his duties under this
Agreement (vii) any event of misconduct involving serious moral turpitude to the
extent that, in the reasonable judgment of the Board of Directors, the
Executive's credibility and reputation no longer conform to the standard of the
Corporation's executives; or (viii) the Executive commits an act of fraud
against the Corporation or violates a duty of loyalty to the
Corporation.
d. Disability. The Corporation shall have no obligation to make
payments to the Executive in accordance with the provisions in
paragraph 3 for periods after the date the Executive's employment
with the Corporation terminates on
account of 50% or greater disability. For purposes of this
subparagraph 4(d), determination of whether the Executive is 50%
disabled shall be determined in accordance with applicable law.
e. Death. The Corporation shall have no obligation to make payments to the
Executive in accordance with the provisions of paragraph 3 for periods
after the date of the Executive's death.
5. Confidential Information and Competition. Executive hereby acknowledges that
he/he will or may be making use of, acquiring and adding to confidential
information of a special and unique nature and value affecting and relating to
the Company and its operations, including, but not limited to, the Company's
Business, the identity of the Company's customers and suppliers, the names,
addresses and phone numbers of representatives and Executives, mailing lists,
computer runoffs, financial information, prices paid by the Company for
inventory, selling prices of the Company's products, its business practices,
marketing strategies, expansion plans, the Company's contracts, business records
and other records, the Company's trade secrets, formulas, inventions, techniques
used in the Company's Business, know-how and technologies, whether or not
patentable, and other similar information relating to the Company and the
Company's Business (all the foregoing regardless of whether same was known to
Executive prior to the date hereof or is or becomes known to third parties is
hereinafter referred to collectively as "Confidential Information"), all of
which provides Company with a competitive advantage and none of which is readily
available except to authorized representatives, agents and Executives of
Company. The Executive further recognizes and acknowledges that all Confidential
Information is the exclusive property of the Company, is material and
confidential, and greatly affects the goodwill and effective and successful
conduct of the Company's Business. Accordingly, Executive hereby covenants and
agrees that he/he will use the Confidential Information only for the benefit of
the Company and shall not at any time, directly or indirectly, during the term
of this Agreement or afterward, divulge, reveal or communicate any Confidential
Information to any person, firm, corporation or entity whatsoever, or use any
Confidential Information for his/his own benefit or for the benefit of others,
including without limitation the solicitation of any Executives, agents,
representatives, consultants or suppliers of the Company or its successors and
assigns. Confidential Information shall not include information that is, or
becomes, generally available to the public through no violation of this
Agreement by Executive, or which is generally known within the industry.
For purposes of this Agreement, the Executive agrees that the fact the
Executive had prior knowledge of a particular item of information
encompassed within the Confidential Information, whether the same is or
becomes generally known to the public, shall not permit the disclosure or
use thereof, except as permitted in this Agreement.
a. Executive recognizes and acknowledges that the Company's Business
is built upon the confidence of the customers and that all
goodwill arising out of the Executive's acquaintances with
customers shall be the sole and exclusive property of the Company.
b. Executive hereby acknowledges and agrees that the Company would
suffer irreparable injury if Executive solicits representatives,
contractors, Executives, suppliers or consultants of the Company,
diverts business from the Company, or solicits or accepts business
from clients, customers, or vendors of the Company. As a material
inducement to the Company to enter into this Agreement, and employ
or continue to employ Executive, Executive hereby covenants and
agrees that, unless the Company and its successors and assigns
shall cease to engage in the Company's Business, during the period
beginning on the date hereof and continuing until Twelve (12)
months following the date of the termination of this Agreement,
for any reason whatsoever, he/he shall not:
(i) directly or indirectly, operate, organize, maintain, establish,
manage, own, participate in, or in any manner whatsoever,
individually or through any corporation, firm or organization of
which he/he shall be affiliated in any manner whatsoever, have any
interest in, whether as owner, operator, partner, stockholder,
director, trustee, officer, lender, representative, Executive,
principal, agent, consultant or otherwise, any other business or
venture anywhere, that is in direct competition with the Company
or the Company's Business, unless such activity shall have been
previously agreed to in writing by the Company or its successors
and assigns;
(ii) directly or indirectly, divert business from the Company or its
successors or assigns, or solicit business from, accept business
from, divert the business of, or attempt to convert to other
methods of using the same or similar services as are provided by
the Company, any client, customer, vender or account of the
Company; or
(iii) directly or indirectly, solicit for employment, employ or
otherwise engage the services of, any representatives,
contractors, Executives, distributors or consultants of the
Company or its successors or assigns.
c. In view of the irreparable harm and damage that would result to
the Company as a result of a breach by the Executive of the
covenants in this paragraph 5, and in view of the lack of an
adequate remedy at law to compensate the Company for such harm and
damage in the event of a breach or threatened breach by the
Executive of those covenants, the Company shall have the right to
receive, and the Executive hereby consents to the issuance of,
temporary and permanent injunctions enjoining the Executive from
any violation of said covenants. In the event that a bond or other
undertaking is required of the Company in connection with the
issuance of a temporary injunction, the Executive agrees that such
bond or undertaking shall not exceed One Thousand Dollars
($1,000.00), which sum is hereby agreed to be sufficient to
compensate the Executive for all damages that may result from the
wrongful issuance of such temporary injunctive relief.
d. The provisions of this paragraph 5 shall be enforceable in law and in
equity notwithstanding the existence of any claim or cause of action by
the Executive against the Company whether predicated on this Agreement or
otherwise.
e. The Executive has carefully read and considered the provisions of this
paragraph 5 and, having done so, agrees that the restrictions set forth in such
Section are fair and reasonable and are reasonably required for the protection
of the legitimate business interests of the Company. In the event that a court
of competent jurisdiction shall determine that any of the foregoing restrictions
are unenforceable, the parties hereto agree that it is their desire that such
court substitute an enforceable restriction in place of any restriction deemed
unenforceable, and that the substituted restriction be deemed incorporated
herein and enforceable against the Executive. It is the intent of the parties
hereto that the court, in determining any such enforceable substituted
restriction, recognize that it is their intent that the foregoing restrictions
be imposed and maintained to the greatest extent possible. The foregoing shall
not be interpreted to limit any party's rights to appeal.
f. The obligations of the Executive under this paragraph 5 shall survive the
expiration or termination of this Agreement for any reason.
g. The Company's failure or refusal to enforce any of the terms contained in
this Agreement against any other Executive or former Executive, for any
reason, shall not constitute a defense to the enforcement of this
Agreement against Executive.
6. Successors. This Agreement shall be binding on, and inure to the benefit
of, the Corporation and its successors and assigns and any person
acquiring all or substantially all of the Corporation's assets and
business, whether by merger, consolidation, purchase of assets or
otherwise.
7. Nonalienation. The interests of the Executive under this Agreement are not
subject to the claims of his creditors, other than the Corporation, and
may not otherwise be voluntarily or involuntarily assigned, alienated or
encumbered
except to the Executive's estate, heirs, devisees, or trust beneficiaries
upon his death.
8. Waiver of Breach. The waiver by either the Corporation or the Executive of
a breach of any provision of this Agreement shall not operate as or be
deemed a waiver of any subsequent breach by either the Corporation or the
Executive.
9.
Notice. Any notice to be given hereunder by a party hereto shall be in writing
and shall be deemed to have been given when received or, when deposited in
the U.S. mail, certified or registered mail, postage prepaid:
a. to the Executive addressed as follows:
Xxxxxx Xxxxxx
0000 Xxxx Xxxx Xxxxx
Xxx Xxxxx, XX 00000
b. to the Corporation addressed as follows:
Frontier Energy Corp.
0000 Xxxx Xxxx Xxxxx
Xxx Xxxxx, XX 00000
10. Amendment. This Agreement may be amended or cancelled by mutual agreement
of the parties in writing without the consent of any other person and no
person, other than the parties thereto (and the Executive's estate or
beneficiaries upon his death), shall have any rights under or interest in
this Agreement or the subject matter hereof.
11. Applicable Law. The provisions of this Agreement shall be construed in
accordance with the internal laws of the State of Nevada.
12. Termination. All of the provisions of this Agreement shall terminate after
the expiration of the Employment Period, except that paragraph 5 shall only
terminate upon the expiration of the Non-competition Period and paragraph 6
shall terminate upon
the expiration of the Non-competition Period.
IN WITNESS WHEREOF, the Executive and the Corporation have executed his
Employment Agreement as of the day and year first above written.
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Xxxxxx Xxxxxx
Frontier Energy Corp.
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Chief Operating Officer
