EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.1
I,
Xxxxx X. Xxxxxxxxxx, agree to the terms and conditions of
employment with Pacific Energy Development Corp.
(“Company”) set forth in this Employment Agreement
(“Agreement”). This Agreement supersedes all previous
agreements, promises, representations, understandings and
negotiations between the parties, whether written or oral, with
respect to the subject matter hereof.
1. Nature
of Employment Relationship. My employment under this
Agreement will commence on June 1, 2018, and shall continue for an
indefinite period until terminated by either the Company or me as
provided in Section 5 of this Agreement, in which case I will be
entitled to the compensation specified in that
Section.
2. Nature
of Duties. I shall be the Company’s President and
Chief Executive Officer. As such, I shall work exclusively for the
Company and shall have all of the customary powers and duties
associated with this position, including day-to-day operational
control of the Company. I shall devote my full business time and
effort to the performance of my duties for the Company, which I
shall perform faithfully and to the best of my ability. I shall be
subject to the Company’s policies, procedures and approval
practices, as generally in effect from time-to-time.
Notwithstanding the foregoing, it shall not be a violation of this
Agreement for me (A) at any time to (i) serve as an officer or
director of the entities set forth on Schedule A hereto, (ii) serve
on corporate, civic or charitable boards or committees, (iii)
deliver lectures, fulfill speaking engagements or teach at
educational institutions and (iv) manage personal investments, so
long as such activities do not significantly interfere with the
performance of my responsibilities as an officer of the Company in
accordance with this Agreement and (B) until a Change of Control,
to provide services to other entities, including the entities set
forth on Schedule A, with respect to energy related ventures and,
in particular, the Company acknowledges that I may participate in
the energy related businesses currently conducted or to be
conducted by GVEST Inc., including, without limitation, presenting
or introducing opportunities and transactions to such entities, as
well as working on, managing or consummating such opportunities and
transactions, that may be appropriate business opportunities for
the Company or may be competitive in nature with the Company or its
operations. Promptly following execution hereof, the Board shall
ratify and approve the Company’s waiver of any current or
future obligations I may have to the Company to present corporate
opportunities to solely the Company rather than to GVEST
Inc.
3. Place
of Performance. I shall be based in either California or New
York, at my option, except for required travel on the
Company’s business.
4. Compensation
and Related Matters.
(a) Base
Salary. The Company shall initially pay me a base salary at
an annual rate of two hundred and fifty thousand dollars
($250,000). My base salary shall be paid in conformity with the
Company’s salary payment practices generally applicable to
Company executives. I will be eligible for pay increases as
determined by the Company’s Board of Managers (the
“Board”). Any increase to the abovementioned base
salary will be considered the new base salary.
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(b) Bonuses
and Long Term Incentive Compensation. I will be eligible for
cash bonus compensation in an amount to be determined by the Board
based on the Company’s achievement of financial performance
and other objectives established by the Board each year. In
addition, I will be eligible for long-term equity incentive
compensation, such as Company restricted stock and/or options to
purchase Company shares, on such terms as established by the Board.
Notwithstanding the foregoing, the Company will pay me an annual
cash bonus of between twenty percent (20%) and forty percent (40%)
of my base salary (the “Annual Target Bonus”) based
upon my performance as determined by the Board, which bonus shall
be payable within 30 days of the end of each fiscal year,
commencing for the 2018 fiscal year. Notwithstanding the foregoing,
the Annual Target Bonus paid may be less, as approved by the Board,
based on my performance and the performance of the
Company.
(c) Standard
Benefits. During my employment, I (and my family) shall be
entitled to participate in all employee benefit plans and programs,
including, without limitation, savings and retirement plans,
medical, prescription, dental, disability, salary continuance,
employee life insurance, group life insurance, accidental death and
travel accident insurance, to the same extent generally available
to Company executives and their families, in accordance with the
terms of those plans and programs. The Company shall have the right
to terminate or change any such plan or program at any
time.
(d) Vacation.
I shall be entitled to paid time off (“PTO”) to the
same extent generally available to Company executives in accordance
with Company policy, but not less than six (6) weeks PTO per
annum.
(e) Fringe
Benefits. I shall be entitled to participate in all fringe
benefits and perquisites available to Company executives in
accordance with Company policy.
(f) Expense
Reimbursement. I shall be entitled to receive prompt
reimbursement for all reasonable and customary travel and business
expenses I incur in connection with my employment, but I must incur
and account for those expenses in accordance with the policies and
procedures established by the Company. Notwithstanding the
foregoing, I shall be entitled to travel in business class, or
first class if business class is not available, on all flights
taken with a scheduled aggregate duration of over 5
hours.
(g) Xxxxxxxx-Xxxxx
Act Loan Prohibition. To the extent that any Company
benefit, program, practice, arrangement or this Agreement would or
might otherwise result in my receipt of an illegal loan
(“Loan”), the Company shall use reasonable efforts to
provide me with a substitute for the Loan that is lawful and of at
least equal value to me. If this cannot be done, or if doing so
would be significantly more expensive to the Company than making
the Loan, the Company need not make the Loan to me or provide me a
substitute for it.
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5. Termination.
(a) Termination
By The Company Other Than For Cause; Or By Me For Good
Reason.
(1) The
Company shall have the right to terminate my employment other than
for Cause at any time and I shall have the right to resign for Good
Reason at any time.
(2) If
(x) the Company or its successors terminate my employment with the
Company other than for Cause or (y) I resign for Good Reason, then:
(a) the Company shall pay to me within thirty (30) days after the
termination or resignation an amount equal to eighteen (18) months
of my base salary plus target bonus as in effect immediately before
my termination of employment or resignation (in the event no target
bonus has been established, the target bonus shall be 30% of my
base salary), subject to Section 5(m) below (together, the
“Separation Payment”); (b) any outstanding stock
option(s) or restricted stock granted by the Company to me shall
become fully vested and options shall remain exercisable for twelve
(12) months following my termination pursuant to this Section
5(a)(2), or the tenth anniversary of the date(s) of the grant(s)
specified in the relevant option agreement(s), whichever is the
shorter period; (c) a certificate(s) representing such restricted
shares will be delivered to me within thirty (30) days after the
end of the applicable restriction period; and (d) the Company shall
continue to provide me and my dependents with the same level of
life, disability, accident, dental and health insurance benefits I
and my dependents were receiving immediately before my termination
for the shorter of (i) three (3) years following my termination or
resignation or (ii) through the date that I commence employment
with another employer that offers life, disability, accident,
dental and health insurance benefits to me and my dependents
similar to those received by me and my dependents on the date of
termination or resignation.
(3) If
the termination or resignation described in Section 5(a)(2) occurs
within one (1) year after or six (6) months before a Change of
Control, then (a) the Company shall pay to me, within thirty (30)
days after the termination of employment or resignation an amount
equal to thirty-six (36) months of my annual base salary plus
target bonus as in effect immediately before my termination of
employment or resignation (in the event no target bonus has been
established, the target bonus shall be 30% of my base salary)
subject to Section 5(m) below (together, the “Separation
Payment”); (b) any outstanding stock option(s) or restricted
stock granted by the Company to me shall become fully vested and,
if applicable, options shall remain exercisable for twelve (12)
months following my termination or resignation, or the tenth
anniversary of the date(s) of the grant(s) specified in the
relevant option agreement(s), whichever is the shorter period; (c)
a certificate(s) representing such restricted shares will be
delivered to me within thirty (30) days after the end of the
applicable restriction period; (d) the Company shall continue to
provide me and my dependents with the same level of life,
disability, accident, dental and health insurance benefits I and my
dependents were receiving immediately before my termination for the
shorter of (i) four (4) years following my termination or
resignation or (ii) through the date that I commence employment
with another employer that offers life, disability, accident,
dental and health insurance benefits to me and my dependents
similar to those received by me and my dependents on the date of
termination or resignation. In the event the Change of Control
occurs six (6) months following the termination or resignation and
I have already received the benefits set forth in Section
5(a)(2)(a) above (i.e., 18 months base salary and target bonus),
the Company shall make an additional adjustment payment to me
necessary to make the aggregate payments previously paid to me
under Section 5(a)(2)(a) equal those due under Sections 5(a)(3)(a)
as a result of the Change of Control.
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(b)
Termination
By The Company For Cause; Or By Me Other Than For Good
Reason.
(1) The
Company shall have the right to terminate my employment at any time
for Cause, and I shall have the right to quit or resign at any time
other than for Good Reason.
(2) If
the Company terminates my employment for Cause, or I quit or resign
other than for Good Reason, the Company’s only obligation to
me under this Employment Agreement shall be to pay my base salary
(including accrued vacation) actually earned to the date the my
employment terminates.
(c)
Termination
for Disability or Death.
(1)
Notwithstanding anything to the contrary herein, the Company shall
have the right to terminate my employment on or after the date I
have a Disability, and my employment shall terminate at my
death.
(2) If
my employment terminates under this Section 5(c), the Company shall
pay me or, if I die, my estate, all compensation and benefits with
respect to my employment, which have accrued due and those which
may be provided to me pursuant to a group disability and insurance
policies or the Company’s 401(k), profit sharing plan and
pension plan will be paid, and I or, if I die, my estate, shall
receive all the compensation and benefits set forth under Section
5(a) as if my employment had been terminated other than for
Cause.
(d)
Cause. The term “Cause”
shall mean my (1) conviction of, or plea of nolo contendere to, a
felony or any other crime involving moral turpitude; (2) fraud
on or misappropriation of any funds or property of the Company or
any of its affiliates, customers or vendors; (3) act of material
dishonesty, willful misconduct, willful violation of any law, rule
or regulation, or breach of fiduciary duty involving personal
profit, in each case made in connection with my responsibilities as
an employee, officer or director of the Company and which has, or
could reasonably be deemed to result in, a Material Adverse Effect
upon the Company (a defined below); (4) illegal use or
distribution of drugs; (5) material violation of any policy or code
of conduct of the Company; or (6) material breach of any
provision of this Employment Agreement or any other employment,
non-disclosure, non-competition, non-solicitation or other similar
agreement executed by me for the benefit of the Company or any of
its affiliates, all as reasonably determined in good faith by the
Board of Directors of the Company. However, an event that is or would
constitute “Cause” shall cease to be
“Cause” if I reverse the action or cures the default
that constitutes “Cause” within 10 days after the
Company notifies me in writing that Cause exists.
No act
or failure to act on my part will be considered
“willful” unless it is done, or omitted to be done, by
me in bad faith or without reasonable belief that such action or
omission was in the best interests of the Company. Any act or
failure to act that is based on authority given pursuant to a
resolution duly passed by the Board, or the advice of counsel to
the Company, shall be conclusively presumed to be done, or omitted
to be done, in good faith and in the best interests of the
Company.
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For
purposes of this section, “Material Adverse Effect”
means any event, change or effect that is materially adverse to the
condition (financial or otherwise), properties, assets,
liabilities, business, operations or results of operations of the
Company or its subsidiaries, taken as a whole.
(e) Good
Reason. “Good Reason” means the occurrence of
any of the following without my written consent: (a) the assignment
to me of duties substantially inconsistent with this Employment
Agreement or a material adverse change in my titles or authority;
(b) any failure by the Company to comply with Section 4 hereof in
any material way; (c) any material breach of this Employment
Agreement by the Company; or (d) the relocation of me more than
fifty (50) miles from the location of the Company’s principal
office located in Danville, California. However, an event that is
or would constitute “Good Reason” shall cease to be
“Good Reason” if: (i) I do not terminate employment
within 45 days after the event occurs; (ii) before I terminate
employment, the Company reverses the action or cures the default
that constitutes “Good Reason” within 10 days after I
notify it in writing that Good Reason exists; or (iii) I was a
primary instigator of the “Good Reason” event and the
circumstances make it inappropriate for me to receive “Good
Reason” termination benefits under this Employment Agreement
(e.g., I agree temporarily to relinquish my position on the
occurrence of a merger transaction I assist in
negotiating).
(f) Disability.
I shall have a “disability” under this Employment
Agreement on the date the Company receives written notice from a
physician selected by the Company that I have a
“disability,” as defined in Section 22(e)(3) of the
Internal Revenue Code, as amended).
(g) Change
of Control. A “Change of Control” shall mean:
(i) a merger, consolidation or sale of capital stock by existing
holders of capital stock of the Company that results in more than
50% of the combined voting power of the then outstanding capital
stock of the Company or its successor changing ownership; (ii) the
sale, or exclusive license, of all or substantially all of the
Company's assets; or (iii) the individuals constituting the
Company’s Board as of the date of the Employment Agreement
(the “Incumbent Board”) cease for any reason to
constitute at least 1/2 of the members of the Board; provided,
however, that if the election, or nomination for election by the
Company’s stockholders, of any new director was approved by a
vote of the Incumbent Board, such new director shall be considered
a member of the Incumbent Board. Notwithstanding the foregoing and
for purposes of clarity, a transaction shall not constitute a
Change in Control if: (w) its sole purpose is to change the state
of the Company’s incorporation; (x) its sole purpose is to
create a holding company that will be owned in substantially the
same proportions by the persons who held the Company’s
securities immediately before such transaction; or (y) it is a
transaction effected primarily for the purpose of financing the
Company with cash (as determined by the Board in its discretion and
without regard to whether such transaction is effectuated by a
merger, equity financing or otherwise).
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(h) Benefits.
I shall have the right to receive any benefits payable under the
Company’s employee benefits plans, programs and policies
(other than a termination and separation or severance plan that the
Company may adopt at a future date that may be applicable to
executives and/or employees of the Company (a “Severance
Plan”)) which I otherwise have a non-forfeitable right to
receive under the terms of such plans, programs and policies (other
than severance benefits) independent of my rights under this
Employment Agreement upon a termination of employment in addition
to any other benefits under this Section 5 without regard to the
reason for such termination of employment. I acknowledge and agree
that until the termination of this Employment Agreement, I shall
not be entitled to participate in a Severance Plan.
(i) Notice
of Termination. Any termination by the Company or by me for
any reason shall be communicated by a notice of termination to the
other party hereto and shall be given in accordance with Section 7.
Such notice shall state the specific termination provision in the
Employment Agreement upon which the termination relies, and shall
set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination under the provisions so
indicated, to the extent applicable.
(j) Officer
and Directorship. In the event I am terminated or resign for
any reason, I agree to resign, effective the same date, from any
office or directorship held with the Company or any of its
subsidiaries or affiliate companies.
(k) No
Mitigation. I shall not be required to mitigate the amount
of any severance payment contemplated by this Employment Agreement,
nor shall any such payment be reduced by any earnings that I may
receive from any other source, except and to the extent expressly
provided herein.
(l) Stock
Award Agreements. In the event of a conflict adverse to me
between the terms of this Employment Agreement and the terms of any
agreement granting me stock options or restricted stock, the
conflicting terms of this Employment Agreement shall govern, unless
otherwise required by applicable law.
(m) Section
409A. The Separation Payment is intended to qualify as
separation pay due to involuntary Separation from Service under
Treasury Regulation §1.409A-1(b)(9)(iii). To the extent
the Separation Payment, or any portion thereof, so qualifies or is
otherwise exempt from the requirements of Section 409A, such amount
shall be paid in full as set forth in Section 5(a). If all or any
portion of the Separation Payment does not qualify as separation
pay due to involuntary Separation from Service under Treasury
Regulation §1.409A-1(b)(9)(iii) and is not otherwise
exempt from the requirements of Section 409A such amount shall be
paid as follows: (a) if I am not a Specified Employee, such
amount shall be paid in full as set forth in Section 5(a), or
(b) if I am a Specified Employee, such amount shall be paid in
full on the date that is six months following the date of my
Separation from Service. For purposes of this Agreement, the terms
“Separation from Service” and “Specified
Employee” have the meanings ascribed to those terms in
Section 409A.
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Furthermore, if I
am a Specified Employee and the benefits specified in this
Section 5(a) are taxable to me and not otherwise exempt from
Section 409A, the following provisions shall apply to the
reimbursement or provision of such benefits. Any amounts to which I
would otherwise be entitled under Section 5(a) during the
first six months following the date of my Separation from Service
shall be accumulated and paid to me on the date that is six months
following the date of my Separation from Service. Except for any
reimbursements under the applicable group health plan that are
subject to a limitation on reimbursements during a specified
period, the amount of expenses eligible for reimbursement under
Section 5(a), or in-kind benefits provided, during my taxable
year shall not affect the expenses eligible for reimbursement, or
in-kind benefits to be provided, in any other taxable year of mine.
Any reimbursement of an expense described in Section 5(a)
shall be made on or before the last day of my taxable year
following my taxable year in which the expense was incurred. My
right to reimbursement or in-kind benefits pursuant to
Section 5(a) shall not be subject to liquidation or exchange
for another benefit. Subject to my Group Medical Plan COBRA
Coverage Continuation rights under section 4980B of the Code,
the benefits listed in this Section 5(a) shall be reduced to
the extent benefits of the same type are received by me, my spouse
or any eligible dependent from any other person during such period,
and provided, further, that I shall have the obligation to notify
the Company that I or they are receiving such
benefits.
6. Confidentiality.
I acknowledge that I currently possess or will acquire secret,
confidential, or proprietary information or trade secrets
concerning the operations, future plans and business methods of the
Company (“Confidential Information”).
(a) Promise
Not to Disclose. I promise never to use or disclose any
Confidential Information before it has become generally known
within the industry through no fault of my own. I agree that this
promise shall never expire.
(b) Promise
Not to Solicit. To prevent me from inevitably breaking this
promise, I further agree that, while this Agreement is in effect
and for 12 months after its termination: (i) as to any customer or
supplier of the Company with whom I had dealings or about whom I
acquired Confidential Information during my employment, I will not
solicit or attempt to solicit (or assist others to solicit) the
customer or supplier to do business with any person or entity other
than the Company; and (ii) I will not solicit or attempt to solicit
(or assist others to solicit) for employment any person who is, or
within the preceding 3 months was, an officer, director, or key
employee of the Company.
(c) Promise
Not to Engage in Certain Employment. I agree that, while
this Agreement is in effect and for 12 months after its
termination, I will not accept any employment or engage in any
activity, without the written consent of the Board, if the loyal
and complete fulfillment of my duties in such employment would
inevitably require me to reveal or utilize Confidential
Information, as reasonably determined by the Board.
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(d) Return
of Information. When my employment with the Company ends, I
will promptly deliver to the Company, or, at its written
instruction, will destroy, all documents, data, drawings, manuals,
letters, notes, reports, electronic mail, recordings, and copies of
such materials, of or pertaining to the Company or any of its
affiliated entities which are in my possession or control. In
addition, during my employment with the Company, and thereafter, I
agree to meet with Company personnel as reasonably requested by the
Board, and, based on knowledge or insights I gained during my
employment with the Company, answer any question they may have
related to the Company’s business and
operations.
(e) Intellectual
Property. Intellectual property (including such things as
all ideas, concepts, inventions, plans, developments, software,
data, configurations, materials (whether written or
machine-readable), designs, drawings, illustrations and photographs
that may be protectable, in whole or in part, under any patent,
copyright, trademark, trade secret, or other intellectual property
law), developed, created, conceived, made or reduced to writing or
practice during my employment with the Company, except intellectual
property that has no relation to the Company or any of its
customers that I developed purely on my own time and at my own
expense, shall be the sole and exclusive property of the Company,
and I hereby assign all my rights, title and interest in any such
intellectual property to the Company.
(f) Enforcement
of this Section. This Section shall survive the termination
of this Agreement for any reason. I acknowledge that (i) my
services are of a special, unique and extraordinary character and
it would be very difficult and impossible to replace them, (ii)
this Section’s terms are reasonable and necessary to protect
the Company’s legitimate interest, (iii) this Section’s
restrictions will not prevent me from earning or seeking a
livelihood, (iv) this Section’s restrictions shall apply
wherever permitted by law, and (v) my violation of any of this
Section’s terms would irreparably harm the Company.
Accordingly, I agree that, if I violate any of the provisions of
this Section the Company or any of its affiliated entities shall be
entitled to, in addition to other remedies available to it, an
injunction to be issued by any court of competent jurisdiction
restraining me from committing or continuing any such violation,
without the need to prove the inadequacy of money damages or post
any bond or for any other undertaking.
7. Notice.
(a) To
the Company. I will send all communications to the Company
in writing, addressed as follows (or in any other manner the
Company notifies me to use):
If
Mailed: Pacific Energy Development Corp.
Attn:
General Counsel
0000
Xxxxxxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX
00000
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If
Faxed: Pacific Energy Development Corp.
Attn:
General Counsel
Fax:
000-000-0000
Tel.:
000-000-0000
(b) To
Me. All communications from the Company to me relating to
this Agreement must be sent to me in writing at my Company office
or in any other manner I notify the Company to use.
(c) Time
Notice Deemed Given. Notice shall be deemed to have been
given when delivered or, if earlier (1) when mailed by United
States certified or registered mail, return receipt requested,
postage prepaid, or (2) faxed with confirmation of delivery, in
either case, addressed as required in this Section.
8. Arbitration
of Disputes. If any legally actionable dispute arises which
cannot be resolved by mutual discussion between the Company and me,
we each agree to resolve that dispute by binding arbitration before
an arbitrator experienced in employment law. Said arbitration will
be conducted in accordance with the rules applicable to employment
disputes of Judicial Arbitration and Mediation Services or such
other arbitration service as we agree upon, and the law of the
State of California. The Company will be responsible for paying any
filing fee and the fees and costs of the arbitrator, unless I
initiate the claim, in which case I will contribute an amount equal
to the filing fee for a claim initiated in a court of general
jurisdiction in the State of California. The Company and I agree
that this promise to arbitrate covers any disputes that the Company
may have against me, or that I may have against the Company and/or
its related entities and/or their owners, directors, officers and
employees, arising out of or relating to this Agreement, the
employment relationship or termination of employment, including any
claims concerning the validity, interpretation, effect or violation
of this Agreement; discrimination, harassment or retaliation in
violation of any federal, state or local law; and any other aspect
of my compensation, training, or employment. The Company and I
further agree that arbitration as provided in this Section shall be
the exclusive and binding remedy for any such dispute and will be
used instead of any court action, which is hereby expressly waived,
except for any request by either of us for temporary or preliminary
injunctive relief pending arbitration in accordance with applicable
law, or an administrative claim with an administrative agency. The
Company and I also agree that any such arbitration shall be
conducted in San Francisco, California, unless otherwise mutually
agreed.
9. Amendment.
No provisions of this Agreement may be modified, waived, or
discharged except by a written document signed by me and a duly
authorized Company officer. Thus, for example, promotions,
commendations, and/or bonuses shall not, by themselves, modify,
amend, or extend this Agreement. A waiver of any conditions or
provisions of this Agreement in a given instance shall not be
deemed a waiver of such conditions or provisions at any other
time.
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10. Interpretation
and Exclusive Forum. The validity, interpretation,
construction, and performance of this Agreement shall be governed
by the laws of the State of California (excluding any that mandate
the use of another jurisdiction’s laws). Any arbitration
(unless otherwise mutually agreed), litigation or similar
proceeding with respect to such matters only may be brought within
California, and all parties to this Agreement consent to
California’s jurisdiction.
11. Department
of Homeland Security Verification Requirement. I agree to
timely file all documents required by the Department of Homeland
Security to verify my identity and lawful employment in the United
States. Notwithstanding any other provision of this Agreement, if I
fail to meet any such requirements promptly after receiving a
written request from the Company to do so, I agree that my
employment shall terminate immediately and that I shall not be
entitled to any compensation from the Company of any
type.
12. FCPA
Compliance. In conformity with the United States Foreign
Corrupt Practices Act and the Company’s guidelines related
thereto, I represent and warrant that I shall not directly or
indirectly make an offer, payment, promise to pay, or authorize
payment, or offer a gift, promise to give, or authorize the giving
of anything of value for the purpose of influencing an act or
decision of an official of any government or the United States
government (including a decision not to act) or inducing such a
person to use her influence to affect any such governmental act or
decision in order to assist the Company, or any subsidiary or
affiliate thereof, in obtaining, retaining or directing any such
business.
13. Successors.
This Agreement shall be binding upon, and shall inure to the
benefit of, me and my estate, but I may not assign or pledge this
Agreement or any rights arising under it, except to the extent
permitted under the terms of the benefit plans in which I
participate. This Agreement shall be binding upon, and shall inure
to the benefit of, the Company and its successors and assigns. The
Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company (a
“Successor”) to assume expressly and agree to perform
this Agreement and the Indemnification Agreement (defined below) in
the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place, after
which any reference to the “Company” in this Agreement
shall be deemed to be a reference to the successor and any
reference to the “Board” in this Agreement shall be
deemed to be a reference to the board of directors or managers of
the successor.
14. Validity.
The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force
and effect.
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15. Indemnification/Insurance.
The Company shall obtain and maintain Directors and Officers
Insurance in order to hold me harmless from any criminal or civil
litigation arising from the performance of my duties and
responsibilities on behalf of the Company; provided, that if I am
terminated for Cause, such insurance coverage shall not apply to
the action or actions that materially supported the termination for
Cause. The duration of such insurance shall include my term of
employment and a period consistent with standard industry practice
for similarly-situated development stage companies following the
termination of my employment pursuant to Section 4 above. In
addition, the Company shall provide corporate indemnification to me
pursuant to the terms of an Indemnification Agreement to be entered
into by and between me and the Company (the “Indemnification
Agreement”).
16. Counterparts.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together
shall constitute the same instrument.
17. Entire
Agreement. All oral or written agreements or
representations, express or implied, with respect to the subject
matter of this Agreement are set forth in this
Agreement.
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I
ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE
COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT
ARE CONTAINED IN IT AND THAT I HAVE ENTERED INTO THIS AGREEMENT
VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS
BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT
ITSELF.
I
FURTHER ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT
I UNDERSTAND ALL OF IT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY
TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE
AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISHED TO DO SO.
I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT
TO A JURY TRIAL.
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Date:
May 10, 2018
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/s/
Xxxxx
X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx |
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PACIFIC ENERGY
DEVELOPMENT CORP.
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Date:
May 10, 2018
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By:
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/s/
Xxxxx
X. Xxxxx
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Xxxxx X. Xxxxx |
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Its:
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EVP and General
Counsel
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11
Schedule A
Eurasia
Foundation
General
Energy Technologies Inc.
Electra
Industrial Ltda.
The
Xxxxxxxx Group
Global
Venture Investments LLC
Xxxx
Energy Corporation
Blackhawk Energy
Ventures Inc.
Caspian
Energy Inc.
12
