EXHIBIT 10.5
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 17th day of
September, 2002 (the "Commencement Date"), and is by and between ASSURE ENERGY,
INC., a Delaware corporation with an office at 0000, 000-0xx Xxxxxx X.X.,
Xxxxxxx, Xxxxxxx, X0X 0X0 (hereinafter "Company"), and XXXXXX LALACH with an
address at 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 (hereinafter
the "Executive").
W I T N E S S E T H :
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WHEREAS, the Company wishes to retain the services of Executive to serve as
Vice President-Corporate Affairs and in such other capacities as the Company and
Executive shall mutually agree in accordance with the following terms,
conditions and provisions; and
WHEREAS, Executive wishes to perform such services for and on behalf of
Company, in accordance with the terms, conditions and provisions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained the parties hereto intending to be legally bound hereby agree
as follows:
1. EMPLOYMENT. Company hereby employs Executive and Executive accepts
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such employment and shall perform his duties and the responsibilities provided
for herein in accordance with the terms and conditions of this Agreement.
2. EMPLOYMENT STATUS. Executive shall at all times be Company's
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employee subject to the terms and conditions of this Agreement.
3. TERM. Unless earlier terminated pursuant to terms and provisions of
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this Agreement, this Agreement shall have a term (the "Term") of nine (9) months
commencing September 30, 2002, the Commencement Date. The Term shall
automatically renew for successive six month terms thereafter unless either
party delivers written notice of termination to the other at least 15 days prior
to the end of the initial nine month Term or any succeeding six month Term.
4. POSITION. During Executive's employment hereunder, Executive shall
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serve as Vice President-Corporate Affairs of the Company and each of its
subsidiaries on a non-full time basis. In such positions, Executive shall have
the customary powers, responsibilities and authorities of such positions in
corporations of the size, type and nature of Company including being generally
responsible for assisting the President and CEO in regulatory compliance, stock
exchange listings and establishing foreign and domestic trading markets,
investor relations, market surveillance and financing matters. Executive shall
perform such duties and exercise such powers commensurate with his positions and
responsibilities as shall be determined from time to time by the Board of
Directors of Company (the "Board"). Neither Executive's title nor any of his
functions shall be changed, diminished or adversely affected during the Term
without written direction from the Board.
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5. LOCATION. During Executive's employment hereunder, Executive shall
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be based at 0000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx and shall have a
Company owned, toll free telephone number installed and operating at that
location. Executive agrees to effect prompt and professional answering of
incoming telephone calls in the name of the Company. In the event that,
Executive is no longer employed by the Company Executive agrees to co-operate in
relocating the toll free telephone number at the Company's direction.
6. COMPENSATION. For the performance of all of Executive's services to
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be rendered pursuant to the terms of this Agreement, Company will pay and
Executive will accept the following compensation:
6.1. Base Salary. During the Term, Company shall pay Executive an
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initial base salary of CDN $27,000 per nine month period or CDN $3,000 per month
(the "Base Salary") payable in equal monthly installments. Such Base Salary
shall not be decreased during the Term. Executive's Base Salary, as in effect
from time to time, is hereinafter referred to as the "Executive's Base Salary."
The Company shall deduct and withhold from Executive's compensation all
necessary or required taxes, including but not limited to Executive's statutory
income tax withholding and employment insurance contributions, and any other
applicable amounts required by law or any taxing authority.
6.2. Stock Options. The Company hereby grants Executive stock
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options to acquire an aggregate of 100,000 common shares of Company stock at a
price of US$2.75 per share. The stock options, in the form annexed hereto as
Schedule 6.2, will be non-statutory, and will be exercisable, upon vesting, at
any time during the 3 year period that commenced on the Commencement Date. The
stock options will contain anti-dilution provisions which will provide for
adjustments to the exercisable price and amount of shares issuable upon exercise
under certain circumstances. Notwithstanding the foregoing, no adjustment shall
be made with regard to the Company's recent 3:2 forward stock split for which
the Record Date was September 10, 2002. The first 50,000 options vest on the
earlier of March 31, 2003, or the Company's achieving 1,000 barrels of oil per
day or its natural gas equivalent ("boe/d") based upon an industry ratio where
10 cubic feet of gas is deemed the equivalent of 1 barrel of oil (the "Initial
Vesting Period"). The remaining 50,000 options vest on the 12 month anniversary
of the Initial Vesting Period. The options are further subject to any
applicable regulatory requirements.
6.3. Review of Compensation. The remuneration payable pursuant to
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Section 6.1 shall be reviewed by the Board of Directors of the Company on or
before the expiry of the Term pursuant to Section 3 and annually thereafter, at
which time the Board of Directors shall consider such matters, as it may
consider relevant and shall determine in its absolute discretion, whether to
increase the remuneration payable by the Company to the Executive.
7. EXECUTIVE BENEFITS.
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7.1. Executive shall be entitled to receive one and one-half (1 )
weeks paid vacation per nine month period. If such vacation time is not taken
by Executive in the then current Term, Executive at his option may accrue
vacation or receive compensation in lieu thereof at one-half the then current
level of Executive's Base Salary.
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7.2. Reasonable travel, entertainment, continuing professional
education and other business expenses actually incurred by Executive in the
performance of his duties hereunder shall be reimbursed by Company in accordance
with Company policies as in effect from time to time.
7.3 The Executive shall be entitled to participate in all medical,
dental, and other health care, life insurance, group accident, long term
disability, savings, profit sharing, share option, share purchase and any other
benefit plan of whatsoever nature which the Company may provide from time to
time.
8. TERMINATION.
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8.1. Termination by Company Without Cause. Subject to Section 8.6
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hereof, the Company shall have the right to terminate Executive's employment
hereunder without cause by giving Executive written notice to that effect. Any
such termination of employment shall be effective on the date specified in such
notice.
8.2 Termination by Company for Cause. Subject to Section 8.6
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hereof, the Company shall have the right to terminate this Agreement and
Executive's employment hereunder "for cause" by giving Executive written notice
to that effect. Any such termination of employment shall be effective on the
date specified in such notice. For the purpose of this Agreement, "for cause"
shall mean (i) commission of a willful act of dishonesty in the course of
Executive's duties hereunder, (ii) conviction by a court of competent
jurisdiction of a criminal offense or a crime constituting a felony or
conviction in respect of any act involving fraud, dishonesty or moral turpitude
resulting in Company's detriment or reflecting upon Company's integrity (other
than traffic infractions or similar minor offenses), or (iii) a material breach
by Executive of the terms of this Agreement and failure to cure such breach
within 30 days after receipt of written notice from Company specifying the
nature of such breach or to pay compensation to Company deemed reasonable by
Company if the breach cannot be cured.
8.3. Death, Incapacitation or Disability.
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(a) Subject to Section 8.6 hereof, if Executive dies during
his employment hereunder, this Agreement shall terminate upon the date of
Executive's death.
(b) Subject to Section 8.6 hereof, in the event Executive
suffers Total and Permanent Disability, Company may terminate Executive's
employment. "Total and Permanent Disability" means any condition affecting
Executive that prevents the performance of the essential job functions and which
is expected to be of a long, continued and indefinite duration which has caused
Executive's absence from service, after providing to Executive reasonable
accommodation to perform the requirements of the job if required by law, for not
less than 15 consecutive days during any 6 month period. In such instance, a
determination of the existence of Executive's disability and of the duration of
the disability may be made by written agreement between Company and Executive,
or Executive's legally appointed guardian if Executive then is incompetent. If
the parties do not agree, such determination shall be made, and certified in
writing, by a licensed physician and not an employee of Company, and such
physician's determination, after the proper medical examination, shall be
binding and conclusive
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upon the parties to this Agreement. If Executive is found to be totally
disabled, Executive shall be deemed to remain disabled until found otherwise by
the examining physician. Should disability commence within six months after
termination of a prior period of disability, and should the later disability be
related to the same sickness or injury which results from any earlier
disability, then the later period of disability shall be considered to have
consecutively followed the earlier period of disability. Whether the later
disability is related to the same sickness or injury which resulted in the
earlier disability shall be determined in the same manner provided above for
determining disability.
8.4. Termination by Executive for Good Reason.
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(a) Subject to Section 8.6 hereof, Executive shall have the
right to terminate this Agreement and his employment hereunder for "good reason"
if (A) Executive shall have given Company prior written notice of the reason
therefor, (B) such notice shall have been given to Company within fifteen (15)
days after Executive is notified or otherwise first learns of the event
constituting "good reason," and (C) a period of fifteen (15) days following
receipt by Company of such notice shall have lapsed and the matters which
constitute or give rise to such "good reason" shall not have been cured or
eliminated by Company; provided, however, that if such matters are of a nature
that same cannot be cured or eliminated within such fifteen (15) day period,
such period shall be extended up to forty five (45) days, provided that Company
shall take and diligently pursue during such period such action necessary to
cure or eliminate such matters. In the event Company shall not take such action
within such period, Executive may send another notice to Company electing to
terminate his employment hereunder and, in such event, Executive's employment
hereunder shall terminate and the effective date of such termination shall be
the third business day after Company shall have received such notice.
(b) For the purpose of this Agreement, "good reason" shall
mean the occurrence of any of the following without Executive 's prior written
consent:
(A) Requiring Executive to engage in (x) an illegal act
or (y) an act which is inconsistent with prior practices of Company and which
could reasonably be deemed to be materially damaging or detrimental to
Executive;
(B) A default by Company in the payment of any material
sum or the provision of any material benefit due to Executive pursuant to this
Agreement;
(C) The failure of Company to obtain the assumption of
this Agreement by any successor to substantially all of the assets or business
of Company; or
(D) Any material breach by Company of any provision of
this Agreement which is not corrected by Company or, if the breach cannot be
corrected, as to which Company fails to pay to Executive reasonable compensation
for such breach, within 60 days following receipt by Company of written notice
from Executive specifying the nature of such breach.
8.5. Termination by Executive Without Good Reason. Subject to
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Section 8.6 hereof, Executive shall have the right to terminate this Agreement
and his employment hereunder
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without good reason by giving Company 30 days prior written notice to that
effect. The termination of employment shall be effective on the date specified
in such notice, or earlier, at the determination of Company, in which event such
termination shall remain classified as a termination by Executive without good
reason.
8.6. Consideration.
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(a) If Company terminates this Agreement "without cause"
under Section 8.1 or if Executive terminates this Agreement for "good reason"
under Section 8.4, then Executive shall be entitled to receive, and Company
shall pay to Executive:
(i) 75% of the total Base Salary remaining for the Term
without reduction for present valuation not later than the next regularly
scheduled payment date in accordance with Section 6.1;
(ii) any business expenses to be reimbursed but not
reimbursed under Section 7 not later than the next regularly scheduled payment
date in accordance with Section 7;
(b) If payment is not made in a timely manner under Section
8.6(a) and it is fully and finally determined in accordance with Section 12 that
Executive was terminated without cause, then Company shall pay to Executive, and
the Arbitrator shall award Executive two (2) times the amount due to, and not
timely paid to, Executive under this Section 8.6(b); it being understood that
such additional amount is not a penalty but liquidated damages to Executive as
compensation for damage to reputation which such damages would be difficult to
quantify.
(c) If Company terminates this Agreement "with cause" under
Section 8.2, or if Executive terminates this Agreement for other than "good
reason" under Section 8.5, or if this Agreement is terminated as a result of the
death of Executive under Section 8.3, then Executive shall be entitled to
receive, and Company shall pay to Executive, or, in the case of death,
Executive's administrator:
(i) all of the accrued but unpaid Base Salary through
the date of Termination or death not later than the next regularly scheduled
payment date in accordance with Section 6.1;
(ii) any business expenses to be reimbursed but not
reimbursed under Section 6 not later than the next regularly scheduled payment
date in accordance with Section 6;
(d) If this Agreement is terminated as a result of the
disability of Executive under Section 8.3, then Executive shall be entitled to
receive, and Company shall pay to Executive:
(i) the accrued but unpaid Base Salary through the date
2 months after the date of Termination not later than the next regularly
scheduled payment date in accordance with Section 6.1;
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(ii) any business expenses to be reimbursed but not
reimbursed under Section 7 not later than the next regularly scheduled payment
date in accordance with Section 7;
(e) If the Company terminates this Agreement "without cause"
under Section 8.1; if Executive terminates this Agreement for "good reason"
under Section 8.4; or if this Agreement is terminated as a result of the
disability of Executive under Section 8.3, all options received by Executive
under Section 6.2 will be deemed to have vested, and Executive may thereafter
have 90 days to exercise all such options following which time all such
non-exercised options shall become void and of no further effect. If the
Company terminates this Agreement "for cause" under Section 8.2; if Executive
terminates this Agreement "without good reason" under Section 8.5; or if
Executive dies during his employment hereunder, all options received by
Executive under Section 6.2 shall become immediately void and of no further
effect.
9. INTELLECTUAL PROPERTY. During the term of this Agreement,
Executive shall disclose immediately to Company all ideas and inventions that he
makes, conceives, discovers or develops during the course of employment with
Company, including but not limited to any inventions, modifications,
discoveries, developments, improvements, trademarks, computer programs,
processes, products or procedures (collectively "Work Product") that: (i)
relates to the business of Company; or (ii) results from tasks assigned to
Executive by Company; or (iii) results from the use of the premises or property
(whether tangible or intangible) owned, leased or contracted for or by Company.
Executive agrees that any Work Product shall be the sole and exclusive property
of Company without the payment of any royalty or other consideration except for
the compensation paid to Executive hereunder. Executive agrees that during the
term of this Agreement and thereafter, upon the request of Company and at its
expense, she shall execute and deliver any and all applications, assignments and
other instruments which Company shall deem necessary or advisable to transfer to
and vest in Company Executive's entire right, title and interest in and to all
such ideas, inventions, trademarks or other developments and to apply for and to
obtain patents or copyrights for any such patentable or copyrightable ideas,
inventions, trademarks and other developments.
10. NON-DISCLOSURE OF INFORMATION.
10.1. Executive acknowledges that by virtue of his position she
will be privy to Company's confidential information and trade secrets, as they
may exist from time to time, and that such confidential information and trade
secrets may constitute valuable, special, and unique assets of Company
(hereinafter collectively "Confidential Information"). Accordingly, Executive
shall not, during the Term and for a period of five (5) years thereafter,
intentionally disclose all or any part of the Confidential Information to any
person, firm, corporation, association or any other entity for any reason or
purpose whatsoever, nor shall Executive and any other person by, through or with
Executive, during the term and for a period of five (5) years thereafter,
intentionally make use of any of the Confidential Information for any purpose or
for the benefit of any other person or entity, other than Company, under any
circumstances.
10.2. Company and Executive agree that a violation of the
foregoing covenants will cause irreparable injury to Company, and that in the
event of a breach or threatened breach by Executive of the provisions of this
Section 10, Company shall be entitled to an injunction
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restraining Executive from disclosing, in whole or in part, any Confidential
Information, or from rendering any services to any person, firm, corporation,
association or other entity to whom any such information, in whole or in part,
has been disclosed or is threatened to be disclosed in violation of this
Agreement. Nothing herein stated shall be construed as prohibiting Company from
pursuing any other rights and remedies, at law or in equity, available to
Company for such breach or threatened breach, including the recovery of damages
from Executive.
10.3. Notwithstanding anything contained in this Section 10 to the
contrary, "Confidential Information" shall not include (i) information in the
public domain as of the date hereof, (ii) information which enters the public
domain hereafter through no fault of Executive, (iii) information created,
discovered or developed by Executive independent of his association with
Company, provided that such information is supported by accompanying
documentation of such independent development. Nothing contained in this
Section 10 shall be deemed to preclude the proper use by Executive of
Confidential Information in the exercise of his duties hereunder or the
disclosure of Confidential Information required by law
11. RESTRICTIVE COVENANT.
11.1. Covenant not to Compete. During the Term and for a period
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of one (1) year after the termination of this Agreement, Executive covenants and
agrees that she shall not own, manage, operate, control, be employed by,
participate in, or be connected in any manner with the ownership, management,
operation, or control, whether directly or indirectly, as an individual on his
own account, or as a partner, member, joint venturer, officer, director or
shareholder of a corporation or other entity, of any business which competes
directly with the business conducted by Company at the time of the termination
or expiration of this Agreement. Notwithstanding the foregoing, (i) nothing in
this Section 11 shall prohibit Executive from owning up to 5% of the outstanding
voting capital stock of any corporation or other entity which is a reporting
company under Section 13 or 15(d) under the Securities Exchange Act of 1934, as
amended, and (ii) in the event of a termination by Company, such restriction
shall apply only if Company has paid to Executive all amounts required and is
otherwise in compliance with Section 8 hereof. The foregoing shall not preclude
Executive or any affiliate thereof from any consulting arrangement which may be
entered into from time to time with Company, or its affiliate.
11.2. Enforceability. Executive acknowledges that the
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restrictions contained in this Section 11 are reasonable. In that regard, it is
the intention of the parties to this Agreement that the provisions of this
Section 11 shall be enforced to the fullest extent permissible under the law and
public policy applied in each jurisdiction in which enforcement is sought.
Accordingly, if any portion of this Section 11 shall be adjudicated or deemed to
be invalid or unenforceable, the remaining portions shall remain in full force
and effect, and such invalid or unenforceable portion shall be limited to the
particular jurisdiction in which such adjudication is made.
12. ARBITRATION. Other than with respect to a proceeding for
injunctive relief referred to herein, any controversy or claim arising out of or
relating to this Agreement, the performance thereof or its breach or threatened
breach shall be settled by arbitration in Calgary, Alberta or other mutually
acceptable place in accordance with the then governing rules of the Canadian
Arbitration Association. The finding of the arbitration panel or arbitrator
shall be final and binding upon the parties with the costs of arbitration to be
equally borne by the plaintiffs and the
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defendants, i.e. the costs borne by defendant side in the arbitration, whether
single or multiple, shall equal the costs borne by the plaintiff side in the
arbitration, whether single or multiple. Judgment upon any arbitration award
rendered may be entered and enforced in any court of competent jurisdiction. In
no event may the arbitration determination change Executive's compensation,
title, duties or responsibilities, the entity to whom Executive reports or the
principal place where Executive is to render his services.
13. INDEMNIFICATION.
13.1. (a) Indemnification of Expenses. Except as provided in
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Section 13(b) hereof, the Company shall indemnify to the fullest extent
permitted by law if Executive was or is or becomes a party to or witness or
other participant in, or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action, suit, proceeding or
alternative dispute resolution mechanism, or any hearing, inquiry or
investigation that Executive in good faith believes might lead to the
institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a "Claim") by reason of (or arising in part out of) any event
or occurrence related to the fact that Executive is or was a director, officer,
employee, agent or fiduciary of Company, or any subsidiary of Company, or is or
was serving at the request of Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, limited liability
company, trust or other enterprise, or by reason of any action or inaction on
the part of Executive while serving in such capacity (hereinafter an
"Indemnifiable Event") against any and all expenses (including attorneys' fees
and all other costs, expenses and obligations incurred in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in, any such
action, suit, proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), judgments, fines, penalties and amounts paid in
settlement (if such settlement is approved in advance by Company, which approval
shall not be unreasonably withheld) of such Claim and any federal, state, local
or foreign taxes imposed on Executive as a result of the actual or deemed
receipt of any payments under this Agreement (collectively, hereinafter
"Expenses"), including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses. Such payment of
Expenses shall be made by Company as soon as practicable but in any event no
later than twenty days after Executive presents written demand therefor to
Company.
(b) Limitation on Indemnification. The Company's obligation
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to indemnify Executive pursuant to this Agreement shall not extend to acts of
Executive constituting gross negligence or other acts of malfeasance.
13.2. Expenses; Indemnification Procedure.
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(a) Subject to the other terms and conditions of this
Agreement, Company shall advance all Expenses incurred by Executive. The
advances to be made hereunder shall be paid by Company to Executive as soon as
practicable but in any event no later than twenty days after written demand by
Executive therefor to Company.
(b) Executive shall, as a condition precedent to Executive's
right to be indemnified under this Agreement, give Company notice in writing as
soon as practicable of any
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Claim made against Executive for which indemnification will or could be sought
under this Agreement. Notice to Company shall be directed to the Board of
Directors of Company at the address shown on the signature page of this
Agreement and to the address of each Director (or such other address as Company
shall designate in writing to Executive). In addition, Executive shall give
Company such information and cooperation as it may reasonably require and as
shall be within Executive's power.
(c) For purposes of this Agreement, the determination of any
Claim by judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere, or its equivalent, shall not
create a presumption that Executive did not meet any particular standard of
conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.
(d) If, at the time of the receipt by Company of a notice of
a Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in
effect which may cover such Claim, Company shall give prompt notice of the
commencement of such Claim to the insurers in accordance with the procedures set
forth in the respective policies. Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Executive, all
amounts payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies.
(e) In the event Company shall be obligated hereunder to pay
the Expenses of any Claim, Company shall be entitled to assume the defense of
such Claim with counsel approved by Executive, which approval shall not be
unreasonably withheld, upon the delivery to Executive of written notice of its
election so to do. After delivery of such notice, approval of such counsel by
Executive and the retention of such counsel by Company, Company will not be
liable to Executive under this Agreement for any fees of counsel subsequently
incurred by Executive with respect to the same Claim; provided that, (i)
Executive shall have the right to employ Executive's counsel in any such Claim
at Executive's expense and (ii) if (A) the employment of counsel by Executive
has been previously authorized by Company, (B) Executive shall have reasonably
concluded that there is a conflict of interest between Company and Executive in
the conduct of any such defense, or (C) Company shall not continue to retain
such counsel to defend such Claim, then the fees and expenses of Executive's
counsel shall be at the expense of Company. Company shall have the right to
conduct such defense as it sees fit in its sole discretion, including the right
to settle any claim against Executive without the consent of Executive so long
as in the case of the settlement (i) Company has the financial ability to
satisfy any monetary obligation involving Executive under such settlement and
(ii) the settlement does not impose injunctive type relief on the activities of
Executive. In all events, Executive will not unreasonably withhold its consent
to any settlement.
13.3. Additional Indemnification Rights; Nonexclusivity.
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(a) Except as provided in Section 13(b) hereof, the Company
hereby agrees to indemnify Executive to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized by the
other provisions of this Agreement, Company's Certificate of Incorporation,
Company's Bylaws or by statute. In the event of any change after the date of
this Agreement in any applicable law, statute or rule which expands the right of
a Delaware corporation to indemnify a member of its Board of Directors or an
officer,
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employee, agent or fiduciary, it is the intent and agreement of the parties
hereto that Executive shall enjoy by this Agreement the greater benefits
afforded by such change. In the event of any change in any applicable law,
statute or rule which narrows the right of a Delaware corporation to indemnify a
member of its Board of Directors or an officer, employee, agent or fiduciary,
such change, to the extent not otherwise required by such law, statute or rule
to be applied to this Agreement, shall have no effect on this Agreement or the
parties' rights and obligations hereunder.
(b) The indemnification provided by this Agreement shall be
in addition to any rights to which Executive may be entitled under Company's
Certificate of Incorporation, its Bylaws, any agreement, any vote of
stockholders or disinterested directors, the Delaware General Corporation Law,
or otherwise. The indemnification provided under this Agreement shall continue
as to Executive for any action Executive took or did not take while serving in
an indemnified capacity even though Executive may have ceased to serve in such
capacity.
(c) Company shall not be liable under this Agreement to make
any payment in connection with any Claim made against Executive to the extent
Executive has otherwise actually received payment (under any insurance policy,
Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise
indemnifiable hereunder.
(d) If Executive is entitled under any provision of this
Agreement to indemnification by Company for some or a portion of Expenses
incurred in connection with any Claim, but not, however, for all of the total
amount thereof, Company shall nevertheless indemnify Executive for the portion
of such Expenses to which Executive is entitled.
14. NOTICES. Any notice required, permitted or desired to be given
under this Agreement shall be sufficient if it is in writing and (a) personally
delivered to Executive or an authorized member of Company, (b) sent by overnight
delivery or (c) sent by registered or certified mail, return receipt requested,
to Company's or Executive's address as provided in this Agreement or to a
different address designated in writing by either party. Notice is deemed given
on the day it is delivered personally or by overnight delivery, or five (5)
business days after it is sent by registered or certified mail.
15. ASSIGNMENT. Executive acknowledges that his services are unique
and personal. Accordingly, Executive may not assign his rights or delegate his
duties or obligations under this Agreement. Company's rights and obligations
under this Agreement shall inure to the benefit of and shall be binding upon
Company's successors and assigns.
16. WAIVER OF BREACH. Any waiver of a breach of a provision of this
Agreement, or any delay or failure to exercise a right under a provision of this
Agreement, by either party, shall not operate or be construed as a waiver of
that or any other subsequent breach or right.
17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties. It may not be changed orally but only by an agreement in writing
which is signed by the parties. The parties hereto agree that any existing
employment agreement between them shall terminate as of the date of this
Agreement.
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18. GOVERNING LAW; VENUE. This Agreement shall be construed in
accordance with and governed by the laws of the Province of Alberta, Canada as
applied to agreements entered into and to be performed entirely in Alberta. Any
dispute or controversy concerning or relating to this Agreement shall be
exclusively resolved in the courts located in the City, of Calgary and the
Province of Alberta.
19. SEVERABILITY. The invalidity or non-enforceability of any
provision of this Agreement or application thereof shall not affect the
remaining valid and enforceable provisions of this Agreement or application
thereof.
20. CAPTIONS. Captions in this Agreement are inserted only as a
matter of convenience and reference and shall not be used to interpret or
construe any provisions of this Agreement.
21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement. Delivery of signed
counterparts via facsimile transmission shall be effective as manual delivery
thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties hereto has executed their
Agreement as of the date first herein above written. COMPANY:
ASSURE ENERGY INC.
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: President
EXECUTIVE:
/s/ Xxxxxx Lalach
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Xxxxxx Lalach
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