EXHIBIT 10.22
November 12,1998
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RE: EMPLOYMENT AGREEMENT
Dear ▇▇▇▇:
To confirm our conversation and agreement between you and the Company as of
November 1, 1998, with respect to your Employment Agreement.
1. Your contract per paragraph 1 is automatically renewed through October
31, 1999 with the following additional modifications.
2. Salary increase of six percent (6%) from $86,400 to $91,584.
3. ESI has and will continue to provide a life insurance policy
benefitting your designee (1999 cost $690) in the amount of $250,000.
4. Although not a change, the Company confirms the expected issuance of
5,000 shares of EGAS common stock as of January 5, 1999, pursuant to
paragraph 3(c) of your Contract.
5. Modify paragraph 3(d) of your Contract as follows: Instead of two
bonuses of 5,000 shares of EGAS common stock to be paid when EGAS
trades at $12 and $16, the Company agrees to pay the 10,000 shares to
you, 2,500 shares per year for four years commencing on January 5,
1999, and continuing for the next four years. This stock issuance is
contingent upon your continued employment with the Company, but shall
be considered fully earned and payable if the Company should sell all
or substantially all of the stock or assets of the Company within the
four year period.
Also in response to your questions, enclosed is a copy of a portion of the
provisions adopted by the shareholders on June 17, 1998, as an Amendment to
the Company Charter. It requires indemnity to the full extent permitted by
law of executive officers of which you are one.
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Lastly, the stock you have and will be receiving will not be registered
stock. As such it cannot be sold except pursuant to exemption from the SEC
registration requirements. The primary exemption is 144. Under
this section, you as an "officer" must hold the stock for two years prior
to sale. After two years you may sell the stock with the purchaser
receiving unrestricted stock. You must, however, file a Form 4 reflecting
to the public a sale by an officer of stock.
If you are in agreement with the above please indicate by initialing and
returning an original of this letter for our files and retaining one for
yours.
Yours truly,
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President, ESI
RSC:lhg
Enclosures
