EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (“Agreement”),
is
effective as of October 1, 2007 (the “Effective
Date”),
by and
between Samson Oil and Gas USA, Inc., a Colorado corporation (“Company”),
and
Xxxxxx Xxxxxxx (“Employee”).
Recitals
Company
desires to retain the personal services of Employee as Vice
President-Engineering of Company and of Company’s parent, Samson Oil and Gas
Limited (“Parent”) and Employee is willing to make his services available to
Company and Parent, on the terms and conditions hereinafter set
forth;
Agreement
NOW,
THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties agree as follows:
1.
Employment.
1.1 Employment
and Term.
Company
hereby agrees to employ Employee and Employee hereby agrees to serve Company,
on
the terms and conditions set forth herein, for the period commencing on the
Effective Date and continuing through September 30, 2010, unless sooner
terminated in accordance with the terms and conditions hereof (the “Term”).
The
Term will be extended for additional (2) year period ending September 30, 2012
unless either party gives written notice on or before August 31, 2010, of the
party’s decision not to so extend.
1.2 Duties
of Employee.
Employee shall serve as the Vice President-Engineering of Company and Parent,
and in such capacity shall provide Company and Parent with (a) expert petroleum
reserve engineering services, (b) advisory and managerial services with respect
to the petroleum production and acquisition activities of the Company and
Parent, (c) internal reserve estimates, capital budgets, bank presentations
and
development plans for current and prospective petroleum properties, (d)
supervision of annual reserve reports by outside parties, and (e) such other
related additional services as are customarily provided by professional
petroleum engineers (the “Services”).
Employee shall report to the Chief Executive Officer and Managing Director
of
Company and Parent (the “CEO”). Employee shall also have such other powers and
duties as the CEO may from time to time delegate to him provided that such
duties are consistent with his position. Employee shall devote substantially
all
his working time and attention to the business and affairs of Company and Parent
(excluding any vacation and sick leave to which Employee is entitled), render
such services to the best of his ability, and use his best efforts to promote
the interests of Company and Parent. So long as such activities do not interfere
with the performance of Employee’s responsibilities as an employee of Company in
accordance with this Agreement, it shall not be a violation of this Agreement
for Employee to (i) serve on corporate, civic or charitable boards or
committees, (ii) deliver lectures or fulfill speaking engagements; (iii) manage
personal investments
including oil and gas royalties and other property;
or (iv)
participate in continuing education seminars or similar activities relevant
to
his duties and responsibilities for the Company.
1.3 Place
of Performance. In connection with his employment by Company, Employee shall
be based at Company’s offices at
0000
Xxxx Xxxx., Xxxxx 000 Xxxxxxxx,
Xxxxxxxx
00000 or
another mutually agreed location, except for travel necessary in connection
with
Company’s business.
2. Compensation.
2.1 Base
Salary.
Employee shall receive a base salary in an amount set by the Board from time
to
time throughout the Term (the “Base
Salary”)
during
the Term, payable in installments consistent with Company’s normal payroll
schedule, subject to applicable withholding and other taxes. As of the Effective
Date, Employee’s Base Salary is U.S.$210,000. Employee’s Base Salary may be
increased, but shall not be decreased without Employee’s written
consent.
2.2 Incentive
Compensation. Employee shall be entitled to aan
annual
bonus
payment
of
between U.S $35,000 and U.S $50,000 as may be determined by
the
CEO in his discretion. This
annual payment will be remitted to the Employee by each June 30 for the prior
year even if the term of this contract has ended.
2.3 Overriding
Royalty
Interest. Company
will pay Employee an
Overriding Royalty Interest equal to 1% of all oil, gas and related hydrocarbons
produced, saved and marketed from
properties which are, during the term of this Agreement, recommended
for acquisition by Employee and successfully acquired by Company (“Royalty
Properties”)
either
by lease or in fee. Payment
of the Overriding
Royalty
Interest
to
Employee shall continue only so long as the
Company or
its
Parent
holds the properties,;
provided, however, that the
Employee shall receive 1% of any
cash
proceeds from the sale, lease,
or other
disposition of the Royalty Properties and,
in
such event, the Employee shall reassign the portion of the Overriding Royalty
Interest attributable to the sold, leased or disposed of property; provided
further that if the Royalty Properties are disposed of by a trade for other
property, the Overriding Royalty Interest shall be assigned to Employee with
respect to such traded property. The Overriding Royalty Interest shall be
assigned to the Employee in the form attached as Exhibit A.
2.4
Stock
Options.
Parent
will grant Employee options to purchase 2,000,000 shares of its stock at an
exercise price of AUS$0.30
Employee’s
options will be fully vested as of the Effective Date and will remain
exercisable until ninety (90) days after termination of Employee’s employment.
2.5 Relocation
Expense. If
Company’s offices to which Employee is assigned are relocated outside of the
Denver, Colorado metropolitan area and Employee remains employed by Company
pursuant to this Agreement, then Company shall pay all reasonable relocation
expenses incurred by Employee in relocating to Company’s new location.
2
2.6 Paid
Holidays. Employee shall be provided 11 paid Holiday during the calendar
year to include: New Year’s Day, President’s Day, Good Friday, Memorial Day,
4th
of July,
Labor Day, Thanksgiving, Friday Following Thankskgiving, Anzac Day, Christmas
Eve Day, Christmas Day. In the specific cases where New Year’s Day, Christmas
Eve Day, and Christmas Day fall on a weekend, the closest most reasonable week
days will be awarded as holidays.
2.7 Paid
Vacation. Employee shall be provided a maximum of 4 weeks (20 days) paid
vacation per calendar year. Upon termination of employment - voluntary or
involuntary - Employee shall receive payment for the balance of unused vacation
based on the daily rate of Employee’s current base salary multiplied by the
number of unused vacation days in the current annual period. Specifically,
daily
rate shall be defined as current base salary divided by number of work days
in
the current calendar year.
3. Expense
Reimbursement and Other Benefits.
3.1 Expense
Reimbursement.
During
the Term, Company shall reimburse Employee for all documented reasonable
expenses actually paid or incurred by Employee in the course of and pursuant
to
the business of Company, subject to and in accordance with the expense
reimbursement policies and procedures in effect for Company’s employees from
time to time.
3.2 Other
Benefits.
During
the Term, Company shall make available to Employee such benefits and perquisites
as are generally provided by Company to its senior management (subject to
eligibility), including but not limited to vacation and sick leave, U.S.
immigration and visa support, participation in any group life, medical, health,
dental, disability or accident insurance, pension plan, 401(k) savings and
investment plan, profit-sharing plan, employee stock purchase plan, incentive
compensation plan or other such benefit plan or policy, if any, which may
presently be in effect or which may hereafter be adopted by Company for the
benefit of its senior management or its employees generally, in each case
subject to and on a basis consistent with the terms, conditions and overall
administration of such plan or arrangement.
3.3 Automobile.
Employee shall be entitled to the use of a motor vehicle chosen by Employee,
subject to a maximum capital cost of $25,000, including lease payments,
insurance, maintenance and fuel expenses, subject to Company’s general policies.
4. Termination.
4.1 Termination
for Cause.
Notwithstanding anything contained to the contrary in this Agreement, this
Agreement and Employee’s employment hereunder may be terminated by Company for
Cause. As used in this Agreement, “Cause”
shall
mean (i) subject to the following sentences, any action or omission of Employee
which constitutes (A) a breach of any of the provisions of Section 6 of this
Agreement, (B) a breach by Employee of his fiduciary duties and obligations
to
Company, or (C) Employee’s failure or refusal to follow any lawful directive of
the Board, in the
case
of (A),
(B) or (C)
which
act or omission is not cured (if capable of being cured) within ten (10) days
after written notice of same from Company to Employee, or (ii) conduct
constituting fraud, embezzlement, misappropriation or gross dishonesty by
Employee in connection with the performance of his duties under this Agreement,
or a conviction of Employee of, a felony (other than a traffic violation) or,
if
it shall damage or bring into disrepute the business, reputation or goodwill
of
Company or impair Employee's ability to perform his duties with Company, any
crime involving moral turpitude. Employee shall be given a written notice of
termination for Cause specifying the details thereof. Upon any termination
pursuant to this Section 4.1, Employee shall only be entitled to his Base Salary
as then in effect through the date of termination, reimbursement of expenses
incurred prior to the date of termination in accordance with Section 3.1 hereof
and, and any other compensation and benefits payable in accordance with Section
3.2 hereof. Upon making such payments, notwithstanding any other provision
of
this Agreement, Company shall have no further liability to Employee and Employee
shall have no further rights or benefits hereunder.
3
4.2 Disability.
Notwithstanding anything contained in this Agreement to the contrary, Company,
by written notice to Employee, shall at all times have the right to terminate
this Agreement and Employee’s employment hereunder if Employee shall, as the
result of mental or physical incapacity, illness or disability, fail or be
unable to perform his duties and responsibilities provided for herein in all
material respects for a period of more than sixty (60) consecutive days in
any
12-month period. Upon any termination pursuant to this Section 4.2, (i) within
thirty (30) days after the date of termination, Company shall pay Employee
any
unpaid amounts of his Base Salary accrued prior to the date of termination
and
shall reimburse Employee for all expenses described in Section 3.1 of this
Agreement and incurred prior to the date of termination, and (ii) in lieu of
any
further Base Salary
plus the
Employee’s minimum bonus for the year of U.S.$35,000,
incentive compensation or other benefits or payments to Employee for periods
subsequent to the date of termination Company shall pay to Employee the
Severance Payments and Severance Benefits specified in Section 5.1. Upon making
such payments and providing such benefits, Company shall have no further
liability hereunder; provided,
however, that
Employee shall be entitled to receive any amounts then payable pursuant to
any
employee benefit plan, life insurance policy or other plan, program or policy
then maintained or provided by Company to Employee in accordance with Section
3.2 hereof and under the terms thereof.
4.3 Death.
In the
event of the death of Employee during the term of his employment hereunder,
this
Agreement shall terminate on the date of Employee’s death. Upon any such
termination, (i) within thirty (30) days after the date of termination, Company
shall pay to the estate of Employee any unpaid amounts of his Base Salary
accrued prior to the date of termination and reimbursement for all expenses
described in Section 3.1 of this Agreement and incurred by Employee prior to
his
death, and (ii) in lieu of any further Base Salary
plus the
Employee’s minimum bonus for the year of U.S.$35,000 ,
incentive compensation or other benefits or payments to the estate of Employee
for periods subsequent to the date of termination Company shall pay to the
estate of Employee the Severance Payments specified in Section 5.1. Upon making
such payments, Company shall have no further liability hereunder; provided,
that
Employee’s spouse, beneficiaries or estate, as the case may be, shall be
entitled to receive any amounts then payable pursuant to any employee benefit
plan, life insurance policy or other plan, program or policy then maintained
or
provided by Company to Employee in accordance with Section 3.2 hereof and under
the terms thereof. Nothing herein is intended to give Employee’s spouse,
beneficiaries or estate any rights to or interest in any key man life insurance
policy on Employee maintained by Company for the benefit of Company.
4
4.4 Termination
Without Cause.
At any
time Company shall have the right to terminate this Agreement and Employee’s
employment hereunder by written notice to Employee. Upon any termination
pursuant to this Section 4.4,
Company
shall pay Employee any unpaid amounts of his Base Salary accrued prior to the
date of termination
plus the
Employee’s minimum bonus for the year of U.S $35,000,
and
shall
reimburse Employee for all expenses described in Section 3.1 of this Agreement
and incurred prior to the date of termination, provided, however, that if
Company provided Employee with less than ninety (90) days prior written notice
of the date of such termination, then in addition to his Base Salary and
benefits through the date of such termination, Company shall also pay Employee,
on the date of such termination, an amount equal to his Base Salary for the
difference between the required ninety (90) days notice and the actual notice
given by Company, subject to all appropriate withholdings and deductions.
4.5 Voluntary
Resignation.
Employee may, upon not less than ninety (90) days prior written notice to
Company, resign and terminate his employment hereunder. In the event Employee
resigns as an employee of Company, he shall be entitled to receive only such
payment(s) as he would have received had he been terminated pursuant to Section
4.1 hereof. Employee shall not under any circumstances give Company less than
ninety (90) days prior written notice of his resignation date.
4.6 Resignation
for Good Reason.
Employee may, by written notice to Company during the Term, elect to terminate
his employment on the basis of “good reason” if there is (a) a material change
of the principal location in which Employee is required to perform his duties
hereunder without Employee’s prior consent (it being agreed that any location
within the metropolitan
area
of
Denver,
Colorado
shall
not be deemed a material change); or (b) a material reduction in (or a failure
to pay or provide a material portion of) Employee’s Base Salary and
a pro
rata portion of the Employee’s minimum bonus or
other
benefits payable under this Agreement.
The
minimum bonus shall be multiplied by a fraction, the numerator to which shall
be
the number of days for which the Employee is paid for the year and the
denominator of which shall be 365.
Any such
notice of termination by Employee for “good reason” shall specify the
circumstances constituting “good reason” and shall afford Company an opportunity
to cure such circumstances at any time within the thirty (30) day period
following the date of such notice. If Company does cure such circumstances
within said thirty (30) day period, the notice of termination shall be withdrawn
by Employee and of no further force and effect. If the circumstances cited
in
Employee’s notice qualify as “good reason” hereunder and are not cured within
the thirty (30) days after the notice, this Agreement shall be terminated ninety
(90) days after Employee’s original written notice and such termination shall be
treated in all respects as if it had been a termination without cause under
Section 4.4 of this Agreement.
5
5. Restrictive
Covenants.
5.1
Nondisclosure.
(a) Employee
acknowledges that as part of the terms of his employment by Company, he will
have access to and/or may develop or assemble confidential information owned
by
or related to Company, its customers or its business partners or Parent. Such
confidential information (whether or not reduced to writing) shall include
without limitation, plans,
designs,
data, production reports, reserve estimates, acquisition plans, properties
being
evaluated for acquisition,
marketing and development plans, business plans, strategies, methods of
operation processes, know-how, research and development projects, manuals,
techniques, software and hardware, customer lists and information, contracts,
marketing strategies and literature, agency relationships and terms, financial
information, pricing and compensation structures, business relations and
negotiations, employee lists, vendors and suppliers, and any other information
designated in
writing as
“confidential” by Company or Parent (collectively, “Confidential
Information”)
and
delivered to the Employee as soon as reasonably possible (but no more than
90
days) after such Confidential Information is first developed or within 30 days
after the Employee’s commencement of employment if the Confidential Information
was developed prior to the commencement of the Employee’s employment with the
Company. Confidential Information shall not include (i) information which is
now
or hereafter becomes generally available to the public other than as a result
of
a disclosure by the Employee, (ii) information which was available to the
Employee prior to its disclosure to the Employee by the Company, and (iii)
information which becomes available to the Employee from a source other than
the
Company.
Employee shall retain all Confidential Information in confidence in perpetuity,
and shall not use or disclose Confidential Information for any purpose other
than to the extent necessary to perform his duties as an employee of Company.
This duty of confidentiality shall continue indefinitely notwithstanding any
termination of Employee’s employment.
(b) Employee
agrees to (i) return to Company upon request, and in any event, at the time
of
termination of employment for whatever reason, all documents, equipment, notes,
records, computer disks and tapes and other tangible items in his possession
or
under his control which belong to Company or any of its affiliates or which
contain or refer to any Confidential Information relating to Company or any
of
its affiliates and (ii) if so requested by Company, delete all Confidential
Information relating to Company or any of its affiliates from any computer
disks, tapes or other re-usable material in his possession or under his control
which contain or refer to any Confidential Information relating to Company
or
any of its affiliates.
6
(c) In
the
event that the Employee receives a request or is required by applicable law
to
disclose all or any part of the Confidential Information to a court or other
tribunal, the Employee will immediately notify the Company of the request,
consult with the Company, and assist the Company if the Employee is requested
by
the Company to do so, in seeking a protective order or request for other
appropriate remedy. In the event that such protective order or remedy is not
obtained or that the Company waives compliance with the terms hereof, the
Employee may disclose only that portion of the Confidential Information which,
in the written opinion of their respective outside counsel, is legally required
to be disclosed, and the Employee will exercise his best efforts to assure
that
confidential treatment will be accorded the Confidential Information by the
parties receiving it. The Company shall be provided an opportunity by the
Employee to review the Confidential Information disclosed in such manner by
the
Employee.
5.2 Non-solicitation.
During
the Term and the for a period of one (1) year thereafter, (the “Severance
Period”), Employee (a) shall not solicit the business of any person, company or
firm which is a former, current, or prospective customer, supplier, business
associate, investor or business partner of Company or Parent (an “Associate”)
for the benefit of anyone other than the Company or Parent if the business
solicited is of a type offered by Company or Parent during the Term, (b) shall
not solicit or encourage any Associate to modify, diminish or eliminate its
business relationship with Company or Parent or take any other action with
respect to An Associate that could be detrimental to the interests of Company
or
Parent, and (c) shall not solicit for employment or for any other comparable
service, such as consulting services, and shall not hire or engage as a
consultant any employee employed
or engaged by Company or Parent at any time during the Term. Employee
acknowledges that violation of this covenant constitutes a misappropriation
of
Company’s or Parent’s trade secrets in violation of his duty of confidentiality
owed to Company.
5.3 Non-competition.
(a) While
employed by the Company,
sole and
absolute discretion), Employee shall not, directly or indirectly, engage in,
operate, manage, have any investment or interest or otherwise participate in
any
manner (whether as employee, officer, director, partner, agent, security holder,
creditor, consultant or otherwise) in any sole proprietorship, partnership,
corporation or business or any other person or entity (each, a “Competitor”)
that
engages directly or indirectly, in a Competing Business; provided,
that
Employee may hold or acquire, solely as an investment, shares of capital stock
or other equity securities of any Competitor, so long as the securities are
publicly traded and Employee does not control, acquire a controlling interest
in, or become a member of a group which exercises direct or indirect control
of,
more than five percent (5%) of any class of equity securities of such Competitor
and may hold interest in oil and gas properties so long as such holdings are
fully disclosed to the Company. For purposes of this Agreement, the term
“Competing
Business”
means
any business that is engaged in a business similar to or competitive with the
business of the Company, including any business directly or indirectly engaged
in exploration, development, production or management of oil or gas
properties.
7
(b) While
employed by the Company,
Employee shall not, directly or indirectly, own, manage, operate, finance,
join,
control or participate in the ownership, management, operation, financing or
control of, or be connected as an officer, consultant, partner, principal,
agent, representative, employee or otherwise, with any person or business that
acquires or seeks to acquire oil or gas properties that were known to the
Company and under active consideration for acquisition or participation by
the
Company and
disclosed in writing to the Employee during
the term of this Agreement, provided, however, that Employee may, after full,
written
disclosure to the Company, purchase, participate in or otherwise acquire such
properties that have been or are, after the receipt of such notice, declined
by
the Company.
5.4 Non-disparagement.
During
the Term and the Severance Period, Employee will not distribute, cause a
distribution of, or make any oral or written statement, which directly or by
implication tarnishes, creates a negative impression of, or puts Company, its
reputation and goodwill in a bad light, or disparages Company or Parent in
any
other way, including but not limited to: (a) the working conditions or
employment practices of Company or Parent; (b) Company’s oil and gas properties,
including unproved or proved undeveloped properties; or (c) Company’s directors,
officers and personnel. It will not be a violation of this section for Employee
to make truthful statements, under oath, as required by law or formal legal
process.
5.5 Intellectual
Property Rights.
Employee understands that as part of his Employment he may alone or together
with others create, compile, or discover computer software, designs, literature,
ideas, trade secrets, know-how, commercial information (including information
concerning oil and gas properties, such as geological, engineering, seismic,
geophysical, or other technical information relating to such properties), or
any
other valuable invention or copyrightable work (collectively, “Intellectual
Property”).
Employee acknowledges that Company shall own all right, title, and interest
in
all Intellectual Property created by
him
in
whole or
in part in the course of his employment by Company. Employee hereby assigns
to
Company all right, title, and interest in the copyrights or patents embodied
in
or represented by such Intellectual Property, including all rights of renewal
and termination, and to any and all other intellectual property rights,
including without limitation, trademarks, trade secrets, and know-how embodied
in Intellectual Property or in any other idea or invention developed in whole
or
in part by Employee in the course of his Employment
to the
extent designated by the Company in writing and delivered to the Employee as
soon as reasonably possible (but no more than 90 days) after development or
acquisition of such Intellectual Property or within 30 days after the Employee’s
commencement of employment, if the Intellectual Property was developed or
acquired prior to the commencement of the Employee’s employment with the
Company..
Employee further
agrees
to take all actions and to execute all documents necessary in order to perfect
and to vest such intellectual property rights in Company.
5.6 Injunction.
It is
recognized and hereby acknowledged by the parties hereto that a breach by
Employee of any of the covenants contained in Section 6 of this Agreement will
cause irreparable harm and damage to Company, the monetary amount of which
may
be virtually impossible to ascertain. As a result, Employee recognizes and
hereby acknowledges that Company shall be entitled to an injunction from any
court of competent jurisdiction enjoining and restraining any violation of
any
or all of the covenants contained in Section 6 of this Agreement by Employee
or
any of his affiliates, associates, partners or agents, either directly or
indirectly, and that such right to injunction shall be cumulative and in
addition to whatever other remedies Company may possess.
8
6. Entire
Agreement; No Conflicts With Existing Arrangements.
No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement and this Agreement contains the entire
agreement, and supersedes any other agreement or understanding, between Company
and Employee relating to Employee’s employment and any compensation or benefits
in respect thereof. Employee represents and warrants to Company that he has
reviewed any existing employment or non-competition covenants with his prior
employer, and that his employment by Company hereunder does not and will not
conflict with or constitute a breach or default under any of the terms or
provisions thereof.
7. Notices:
All
notices and other communications required or permitted under this Agreement
shall be in writing and will be either hand delivered in person, sent by
facsimile, sent by certified or registered first class mail, postage pre-paid,
or sent by nationally recognized express courier service. Such notices and
other
communications will be effective upon receipt if hand delivered or sent by
facsimile, five (5) days after mailing if sent by mail, and one (l) day after
dispatch if sent by express courier, to the following addresses, or such other
addresses as any party may notify the other parties in accordance with this
Section:
If
to
Company:
Xxxxx
000
0000
Xxxx
Xxxx
Xxxxxxxx
XX 00000
Attention:
Xxxxxxx Xxxx
Facsimile:
(000) 000-0000
If
to
Employee:
Xxxxxx
Xxxxxxx
00000
Xxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Facsimile:
000
000
0000
8. Successors
and Assigns.
(a) This
Agreement is personal to Employee and without the prior written consent of
Company shall not be assignable by Employee otherwise than by will or the laws
of descent and distribution. This Agreement shall inure to the benefit of and
be
enforceable by Employee’s legal representatives.
9
(b) This
Agreement shall inure to the benefit of and be binding upon Company and its
successors and assigns.
(c) 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 Company to expressly assume and agree to perform this Agreement in
the
same manner and to the same extent that Company would be required to perform
it
if no such succession had taken place. As used in this Agreement, “Company”
shall
mean Company and any successor to its business and/or assets which assumes
and
agrees to perform this Agreement by operation of law or otherwise.
| 10. |
Severability.
The invalidity of any portion of this Agreement shall not affect
the
enforceability of the remaining portions of this Agreement. If any
provision of this Agreement shall be declared invalid, this Agreement
shall be construed as if such invalid word or words, phrase or phrases,
sentence or sentences, clause or clauses, or section or sections
had not
been inserted. If such invalidity is caused by length of time or
size of
area, or both, the otherwise invalid provision will be considered
to be
reduced to a period or area which would cure such
invalidity.
|
| 11. |
Waivers.
The waiver by either party hereto of a breach or violation of any
term or
provision of this Agreement shall not operate nor be construed as
a waiver
of any subsequent breach or
violation.
|
| 13. |
No
Third Party Beneficiary.
Nothing expressed or implied in this Agreement is intended, or shall
be
construed, to confer upon or give any person (other than the parties
hereto and, in the case of Employee, his heirs, personal representative(s)
and/or legal representative) any rights or remedies under or by reason
of
this Agreement.
|
| 14. |
| 15. |
Survival.
Employee’s obligations under Section 6 hereof shall not terminate upon the
termination of employment or the termination of this Agreement but
shall
continue in accordance with their terms set forth herein.
|
| 16. |
Counterparts
and Facsimile Signatures.
This Agreement may be executed in one or more counterparts and by
the
separate parties hereto in separate counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one
and the
same document. Telecopies or other electronic facsimiles of original
signatures shall be deemed to be the same as original signatures
for all
purposes.
|
10
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the
Effective Date.
|
COMPANY:
SAMSON
OIL AND GAS USA, INC.
|
||
| |
|
|
| By: | /s/ Xxxxx Xxxx | |
|
Xxxxx Xxxx, CEO & Managing Director |
||
| EMPLOYEE: | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxx | |
|
Xxxxxx X. Xxxxxxx |
||
11
ASSIGNMENT
OF OVERRIDING ROYALTY INTEREST
THIS
ASSIGNMENT OF OVERRIDING ROYALTY INTEREST
(“Assignment”), dated effective __________ at 7:00 a.m. Mountain time (the
“Effective Time”), is from Samson
Oil and Gas USA, Inc.,
0000
Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 (“Assignor”) to Xxxxxx
Xxxxxxx,
00000
Xxxxxx Xxxx Xxxxxxxxx Coloardo, 80439 (“Assignee”).
For
$100.00 and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor hereby sells, assigns, transfers,
grants, bargains and conveys to Assignee an overriding royalty interest (“ORI”)
equal to 1% of 8/8ths in the leases described in Exhibit A attached hereto
and
incorporated by reference (“Leases”); provided that, if any Lease covers less
than the entire mineral estate in the lands covered by such Lease, then the
ORI
with respect to such Lease shall be reduced in the same proportion that the
portion of the mineral estate covered thereby bears to the entire mineral
estate. The ORI shall be calculated and paid in the same manner as the
landowner’s royalty in each Lease on which the ORI burden is calculated and
paid, and as part of that calculation, the ORI shall bear the same costs and
expenses that are borne by the landowner’s royalty pursuant to the terms of each
applicable Lease.
This
Assignment and the ORI so assigned are made subject to the following terms
and
conditions:
A. This
Assignment is being made pursuant to the terms of the Leases and any assignments
under which the Leases may have been acquired by Assignor. All capitalized
terms
used but not otherwise defined herein shall have the respective meanings
ascribed to them in the Leases. If there is a conflict between the terms of
this
Assignment and the terms of the Leases and any assignments under which the
Leases may have been acquired, the terms of the Leases and any assignments
under
with the Leases may have been acquired shall control in all respects. The
Assignor and Assignee intend that the terms of the Leases remain separate and
distinct from and not merge into the terms of this Assignment.
B. This
Assignment binds and inures to the benefit of Assignor and Assignee and their
respective successors and assigns, and this ORI and all other terms and
conditions of this Assignment shall apply to any and all extension, renewal
and
substitute leases obtained by Assignor, its successors or assigns on the Leases
described herein.
C. The
ORI
conveyed herein shall burden any extensions, renewals, substitutions or new
Lease taken by Assignor or its successors within one (1) year after expiration
of Leases described on Exhibit A.
D. It
is
understood and agreed that Assignor shall have the right to pool the oil and
gas
Leases and lands covered hereby, or any portion thereof, with other lands and
leases into voluntary units, or into units as established by any governmental
authority having jurisdiction, and if the Leases, and the lands covered thereby,
or any part thereof are pooled accordingly, then the ORI herein conveyed shall
be reduced in the same proportion that the acreage burdened by the ORI bears
to
all the acreage included in any pooled unit.
E. This
Assignment is made pursuant to the terms and conditions of that certain
Employment Agreement between the parties dated effective as of October 1, 2007
and, in particular, to the Reassignment Provisions contained in Paragraph 2.3
of
said Agreement in the event of sale or trade of the Leases which are the subject
of this Assignment.
F. This
Assignment of Overriding Royalty Interest is made without warranty of title,
express or implied, except as to parties claiming by, through or under Assignor,
but not otherwise.
EXECUTED
on the dates contained in the acknowledgements of this Assignment, to be
effective for all purposes as of the Effective Time.
ASSIGNOR:
SAMSON
OIL AND GAS USA, INC.
By:
/s/ Xxxxx
Xxxx
ASSIGNEE:
XXXXXX
X. XXXXXXX
By:
/s/ Xxxxxx X.
Xxxxxxx
