FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
This
First Amendment (the "First Amendment") to that certain employment agreement
(the "Agreement") dated May 3, 2005 by and between Westside
Energy
Corporation (the "Company") and Xxxx X. Xxxxxx (“Xxxxxx”) is made and entered
into effective as of the 1st
day of
January, 2006 by and between the Company and Austin. All capitalized, undefined
terms used herein shall have the respective meanings given to such terms in
the
Agreement.
Recitals
WHEREAS,
the Agreement was entered on or about May 3, 2005; and
WHEREAS,
the
Company and Austin desire to amend the Agreement upon the terms, provisions
and
conditions set forth hereinafter;
Agreement
NOW,
THEREFORE, in consideration of the mutual covenants and agreements of the
Company and Austin to amend the Agreement, the Company and Austin agree as
follows:
1. Amendment
to the Agreement.
The
Agreement is hereby amended to add the following text in its
entirety:
“Stock
Bonuses
| (a) |
For
purposes of this First Amendment, the following terms shall have the
respective definitions assigned to the immediately
below:
|
“Employer”
shall
mean Westside Energy Corporation, a Nevada corporation
“Employee”
shall
mean Xxxx X. Xxxxxx.
“Common
Stock”
shall
mean Employer’s common stock.
"Market
Value"
per
share of Common Stock at any date shall mean the average of the daily Closing
Price for the Common Stock for the 30 Trading Days before such
date.
"Closing
Price"
on a
given day shall mean the last sale price regular way or, in case no such
reported sales take place on such day, the average of the last reported bid
and
ask prices, regular way, in either case on the principal national securities
exchange or the NASDAQ/National Market System on which the shares of Common
Stock are admitted to trading or listed, or if not so admitted or listed, the
representative closing bid price as reported by NASDAQ or other similar
organization if NASDAQ is no longer reporting such information or, if not so
available, the fair market price as reasonably determined by Employer’s Board of
Directors.
"Trading
Day"
shall
mean a day on which the principal national securities exchange on which shares
of Common Stock are listed or admitted to trading is open for the transaction
of
business or, if the shares of such Common Stock are not listed or admitted
to
trading on any national securities exchange, a Monday, Tuesday, Wednesday,
Thursday or Friday on which banking institutions in the Borough of Manhattan,
City and State of New York, are not authorized or obligated by law or executive
order to close.
|
(b)
|
Employer
hereby agrees to pay to Employee bonuses in the form of issuances
of
unregistered shares of Common Stock, upon the terms, conditions and
provisions of this First Amendment. Pursuant to this First Amendment,
Employee may become entitled to be issued up to six tranches each
comprised of 20,000 shares of unregistered Common Stock, for an aggregate
of up to 120,000 shares of unregistered Common Stock. One of these
tranches comprised of 20,000 shares of unregistered Common Stock
shall be
issued to Employee upon each of the following events, provided that
such
events occur before the closing of trading hours on December 31,
2007 at a
time when Employee is still employed by the Company:
|
|
*
|
when
the Market Value relating to the Common Stock first equals or exceeds
$5.00 per share,
|
|
*
|
when
the Market Value relating to the Common Stock first equals or exceeds
$6.00 per share,
|
|
*
|
when
the Market Value relating to the Common Stock first equals or exceeds
$7.00 per share,
|
|
*
|
when
the Market Value relating to the Common Stock first equals or exceeds
$8.00 per share,
|
|
*
|
when
the Market Value relating to the Common Stock first equals or exceeds
$9.00 per share, and
|
|
*
|
when
the Market Value relating to the Common Stock first equals or exceeds
$10.00 per share.
|
|
(c)
|
If
the outstanding shares of the Common Stock shall be subdivided into
a
greater number of shares or a dividend in Common Stock shall be paid
in
respect of Common Stock, the figures for the Market Value as stated
immediately above in effect immediately prior to such subdivision
or at
the record date of such dividend shall simultaneously with the
effectiveness of such subdivision or immediately after the record
date of
such dividend be proportionately reduced. If the outstanding shares
of
Common Stock shall be combined into a smaller number of shares, the
figures for the Market Value as stated immediately above in effect
immediately prior to such combination shall, simultaneously with
the
effectiveness of such combination, be proportionately increased.
When any
adjustment is required to be made in the Market Value, the number
of
shares comprising the tranches making up the bonuses to be paid pursuant
to this First Amendment shall be changed to the number determined
by
dividing (i) an amount equal to the number of shares comprising the
tranches immediately prior to such adjustment, multiplied by the
Market
Value in effect immediately prior to such adjustment, by (ii) the
Market
Value in effect immediately after such adjustment.
|
| (d) |
Employee
may, at his election, terminate Employee's employment at any time upon
a
"Change in Control" after
the giving of 15 days written notice, and thereupon Employee's employment
with Employer will terminate 15 days after the giving of the notice
or (if
later) on the date specified in the notice. For
purposes of this Agreement, a "Change in Control" shall mean the approval
by the stockholders of Employer of: (i) a merger, consolidation, share
exchange or reorganization involving Employer, unless the stockholders
of
Employer, immediately before such merger, consolidation, share exchange
or
reorganization, own, directly or indirectly immediately following such
merger, consolidation, share exchange or reorganization, at least 80%
of
the combined voting power of the outstanding voting securities of the
corporation that is the successor in such merger, consolidation, share
exchange or reorganization in substantially the same proportion as
their
ownership of the Voting Securities immediately before such merger,
consolidation, share exchange or reorganization; (ii) a complete
liquidation or dissolution of Employer; or (iii) an agreement for the
sale
or other disposition of all or substantially all of the assets of
Employer. In
the event that either Employee
or
the Company terminates
Employee's employment upon a
Change in Control, Employee shall be entitled to be issued immediately
pursuant to this First Amendment all of the 120,000 shares of Common
Stock
that have not already been issued pursuant to this First Amendment.
|
|
(e)
|
The
provisions of this First Amendment are subject to the approval of
a
majority of Employer’s outstanding shares and the listing of the shares to
be issued in connection herewith with the American Stock Exchange.”
|
2. Miscellaneous.
Except
as otherwise expressly provided herein, the Agreement is not amended, modified
or affected by this First Amendment. Except as expressly set forth herein,
all
of the terms, conditions, covenants, representations, warranties and all other
provisions of the Agreement are herein ratified and confirmed and shall remain
in full force and effect. On and after the date on which this First Amendment
becomes effective, the terms, "Agreement," "hereof," "herein," "hereunder"
and
terms of like import, when used herein or in the Agreement shall, except where
the context otherwise requires, refer to the Agreement, as amended by this
First
Amendment. This First Amendment may be executed into one or more counterparts,
and it shall not be necessary that the signatures of all parties hereto be
contained on any one counterpart hereof; each counterpart shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
4
IN
WITNESS WHEREOF, this First Amendment to the Agreement is adopted effective
as
of the 1st
day of
January, 2006.
"COMPANY"
"AUSTIN"
WESTSIDE
ENERGY CORPORATION
By:_________________________________ ____________________________________
Xxxx
X.
Xxxxxx
Name:______________________________
Title:_______________________________
