Exhibit 10(p)
FORM OF EMPLOYMENT
April 28, 1997
Name and Address
of Executive
Dear Mr. _____________:
RE: EMPLOYMENT CONTRACT
The following are the terms and conditions upon which Seven Seas Petroleum Inc.
(the "Company") is prepared to continue to employ you and upon which you have
agreed to continue your employment with the Company. By signing this letter
agreement you accept the following terms and conditions:
1. WORK DUTIES
1.1. You will carry out the duties and responsibilities of the
position of President of the Company.
2. TERM OF EMPLOYMENT
The Company will employ you for a three year period, starting April 28,
1997, and ending April 28, 2000 provided that this Agreement shall be
automatically renewed for successive terms on a year to year basis unless
notice of non-renewal is effected by either party with written notice of
non-renewal at least 90 days prior to the expiry of the then applicable
term of this Agreement, in which case this Agreement will expire on the
last day of such term.
3. SALARY AND BENEFITS
3.1 Subject to the other terms and conditions of this agreement, the Company
agrees to pay to you a base salary of U.S.$ _______ per annum, subject to
such annual increases effective January 1st during each year of this
agreement as the board of directors shall determine.
3.2 In addition to your base salary, the Company may, entirely at the
discretion of the Company's compensation committee, award you a bonus. At
the end of each calendar year during the term of this agreement, the
compensation committee will assess your performance during the previous
year and determine the amount of the discretionary bonus, if any, which
will be awarded to you. Such determination and award to be made on or
before January 31st for the preceding calendar year.
3.3 You shall also be eligible for annual incentive compensation in the form
of stock options in the Company, in accordance with the policy formulated
by the Company from time to time. Your eligibility for stock options shall
be determined by the Company's compensation committee.
4. VACATION.
4.1 You will be entitled to paid vacation of 4 weeks per
calendar year provided that no more than 2 weeks may be
taken consecutively.
4.2 Your vacation will not be cumulative from year to year, nor will you be
paid in lieu of vacation not taken in a year.
5. HEALTH, RETIREMENT AND WELFARE BENEFITS
(a) The Company will pay the premiums for existing medical, and other
benefit plans as altered, amended, introduced or discontinued from
time to time by the Company or its carrier(s). Policy documents
govern benefit entitlement. The Company is currently self-insured
for dental expenses. The Company shall continue to provide this
benefit or obtain insurance and pay the premiums for a benefit equal
to that currently provided.
(b) The Company currently has a 401(k) Plan in force, funded at the
election of each employee and the Company will continue to make this
401(k) Plan available to you on the same terms as are currently in
effect.
6. EXPENSES
In accordance with policies formulated by the Company from time to time,
you will be reimbursed for all reasonable travelling and other expenses
actually and properly incurred by you in connection with the performance
of your duties and functions. For all such expenses, you will be required
to keep proper accounts and to furnish statements and vouchers to the
Company within 30 days after the date the expenses are incurred.
7. SERVICE TO THE COMPANY
7.1 During the term of your employment by the Company, unless otherwise
authorized in writing by the Company, you will well and faithfully serve
the Company, promote its interests and devote the whole of your working
time, attention and energy to the business and the affairs of the Company.
7.2 During the term of your employment by the Company, you will
devote substantially all of your time and effort to
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fulfilling your duties as an officer and employee of the Company.
8. CONFIDENTIALITY
All business and trade secrets and confidential information and knowledge
which you may acquire during the continuance of your employment with the
Company related to the business and the affairs of the Company
(collectively the "Confidential Information"), will for all purposes and
at all times, both during the continuance of your employment and at all
times thereafter, be held by you in trust for the exclusive benefit of the
Company. Neither during the term of your employment nor at any time
thereafter shall you disclose to any corporation, firm or person other
than the Company, any of the Confidential Information of the Company, nor
will you use for any purposes other than those expressly authorized by the
Company any such Confidential Information. This paragraph does not apply
to any information which would be found in the public domain.
9. TERMINATION
(a) In the event of cause, the Company may terminate your employment at
any time without notice. For the purposes of this Agreement, cause
includes but is not limited to, your death or serious incapacity,
your breach of any term of this Agreement, or any reason deemed just
cause pursuant to the common law of the Province of British
Columbia.
(b) In the absence of cause, the following termination and resignation
provisions apply to your employment with the Company:
(i) you may resign on giving the Company 3 months'
prior written notice of the effective date of your
resignation; and
(ii) on receipt of your 3 months' notice of resignation, the
Company may elect to pay you 3 months' base salary in lieu of
notice, in which case your employment will terminate
immediately upon receipt of such payment.
10. RIGHTS OF TERMINATION
In the event of the termination of your employment with the Company
whether for cause, expiration of this Agreement or otherwise, you shall
have the right to purchase from the Company, at the Company's
undepreciated cost as shown on the financial books of the Company, all or
any of the furniture
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or artwork in your office, such right to be exercisable within 30 days of
the termination of your employment with the Company by delivery to the
Company of a notice indicating the items to be purchased and accompanied
by a certified cheque, payable to the Company, representing the purchase
price as provided for herein for such items.
11. LAW OF CONTRACT
Any dispute relating to the terms of this employment agreement will be
resolved pursuant to the laws of the Province of British Columbia.
If you are prepared to accept employment with the Company on the foregoing
terms, kindly confirm your acceptance and agreement by signing the enclosed
duplicate copy of this letter where indicated and return one copy to us.
We ask you to fully consider all of the above terms and to obtain any advice you
feel is necessary, including legal advice, before you execute this agreement. We
will not accept delivery of this agreement from you today to ensure that you
have the opportunity to consider these terms and seek advice. If you are not
agreeable to the terms as set out herein, kindly advise us within one week.
Yours very truly,
SEVEN SEAS PETROLEUM INC.
By:_______________________
Authorized Signatory
ACCEPTED AND AGREED TO THIS 28th DAY OF APRIL, 1997. I HAVE READ AND UNDERSTAND
THE TERMS AND CONDITIONS OF EMPLOYMENT SET OUT IN THIS LETTER AGREEMENT. I HAVE
BEEN GIVEN FULL OPPORTUNITY TO CONSULT LEGAL ADVISORS OF MY CHOOSING.
______________________________
Name of Executive
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