AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10(v)
AMENDMENT TO
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”) is made and entered into as of June
17, 2010, by and among American Oil & Gas Inc. a Nevada corporation (the “Company”) and Xxxxx
Xxxxxxxx (the “Employee”).
Recitals
A. The Company and the Employee entered into that certain Employment Agreement dated as of
June 15, 2007 (the “Agreement”).
B. In recognition of the Employee’s service to the Company, the Company and the Employee
desire to amend the Agreement.
Agreement
NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Amendment. The Agreement is hereby amended as follows:
(a) Section 8 is deleted in its entirety and the following substituted therefor:
8. Termination.
(a) In the event that Employee’s employment with the Company is terminated for
Cause, or due to Employee’s resignation or voluntary termination (except as provided
in Section 8(b)(iii)), then all compensation and benefits will cease as of the
effective date of such termination, and Employee shall receive no severance
benefits, or any other compensation; provided that Employee shall be entitled to
receive all compensation earned and all benefits and reimbursements due through the
effective date of termination.
(i) For purposes of this Agreement, “Cause” shall mean that the Board,
acting in good faith based upon the information then known to the Company,
determines that Employee has engaged in or committed any of the following:
willful misconduct, gross negligence, theft, fraud, or
other illegal conduct; refusal or unwillingness to perform Employee’s
duties; performance by Employee of Employee’s duties determined by the Board
to be inadequate in a material respect; breach of any applicable
non-competition, confidentiality or other proprietary information or
inventions agreement between Employee and the Company; inappropriate
conflict of interest; insubordination; failure to follow the directions of
the Board or any committee thereof; or any other material breach of this
Agreement. Indictment or conviction of any felony, or any entry of a plea
of nolo contendre in a felony proceeding, under the laws of the United
States or any State shall also be considered “Cause” hereunder.
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(b) In the event that: (i) the Board determines, in its sole discretion, that
it is in the best interests of the Company to terminate the Employee’s employment
with the Company, and the Board does not desire to base such termination on the
provisions of Section 8(a) regardless of whether it is unable or does not desire to
do so; or (ii) the Employee dies or becomes disabled (and he shall be deemed
disabled if he shall have been unable to substantially perform his duties with the
Company as a result of sickness or injury for a period of more than 120 days in any
twelve-month period); or (iii) the Employee terminates because the Company requires
that Employee relocate his principal place of business to a location more than 50
miles from Denver, Colorado, then all compensation and benefits will cease as of six
months after the effective date of such termination, and Employee shall receive no
other severance benefits, or any other compensation; provided that Employee shall be
entitled to receive all compensation earned and all benefits and reimbursements due
through the date which is six months after the effective date of termination.
(c) Employee agrees that the payments contemplated by this Agreement shall
constitute the exclusive and sole remedy for any termination of employment, and
Employee covenants not to assert or pursue any other remedies, at law or in equity,
with respect to any termination of employment. Employee shall enter into an
agreement with the Company providing for a complete release of the Company as a
condition to receiving the payments provided for in Section 8(b).
(d) Any party terminating this Agreement shall give prompt written notice
(“Notice of Termination”) to the other party hereto advising such other party of the
termination of this Agreement stating in reasonable detail the basis for such
termination.
2. Miscellaneous. Except as modified by this Amendment, all terms and conditions of the
Agreement shall remain in full force and effect, without modification. This Agreement, as modified
by this Amendment, shall not affect any other contractual agreements with the Employee, including
stock option and restricted stock agreements. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered will be deemed an original, and all of
which together shall constitute one and the same agreement. In addition, any or all signatures to
this Amendment may be delivered by facsimile and such
facsimile signatures shall be binding and shall have the full force and effect of original
signatures. Capitalized terms not otherwise defined herein have the respective meanings ascribed
to them in the Agreement.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to Employment Agreement to
be executed as of the date set forth in the first paragraph hereof.
| Company: American Oil & Gas, Inc. |
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| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | President | |||
| Employee: |
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| /s/ Xxxxx Xxxxxxxx | ||||
| Xxxxx Xxxxxxxx, Individually | ||||
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