October 4, 2006 Mr. Michael Moustakis Bakersfield, CA 93312 Dear Mike: Foothills Resources, Inc. (the “Company”) is pleased to offer you employment on the following terms:
Exhibit
10.24
October
4, 2006
Xx.
Xxxxxxx Xxxxxxxxx
0000
Xxxx
Xxxx Xxx
Xxxxxxxxxxx,
XX 00000
Dear
Xxxx:
Foothills
Resources, Inc. (the “Company”) is pleased to offer you employment on the
following terms:
1. Position.
You
will serve in a full-time capacity as Vice President Engineering of the Company.
By signing this letter agreement, you represent and warrant to the Company
that
you are under no contractual commitments inconsistent with your obligations
to
the Company.
2. Salary.
You
will be paid a salary at the annual rate of $180,000, payable in semi-monthly
installments in accordance with the Company’s standard payroll practices for
salaried employees. This salary will be subject to adjustment pursuant to the
Company’s employee compensation policies in effect from time to
time.
3. Hiring
Bonus.
You will
receive a hiring bonus of $45,000 to be paid to you with your first paycheck.
In
the event that you voluntarily resign within 12 months of your start date,
you
agree to repay the hiring bonus immediately.
4. Benefits.
You
will receive the Company’s standard benefits for salaried employees, which will
include a 401(k) retirement program and a bonus program, both of which are
being
formulated by the Company at the present time. The Company’s health, dental,
vision and disability insurance is fully paid, as is a life insurance policy
up
to a maximum of $250,000. In addition, you will be eligible for four weeks
of
vacation.
5. Stock
Options.
Subject
to the approval of the Company’s Board of Directors or its Compensation
Committee, you will be granted an option to purchase 200,000 shares of the
Company’s Common Stock. The exercise price per share will be equal to the fair
market value per share on the date the option is granted or on your first day
of
employment, whichever is later. The option will be subject to the terms and
conditions applicable to options granted under the Company’s 2006 Equity
Incentive Plan, as described in that Plan and the applicable stock option
agreement. The option will vest as follows: 25% of the shares of Common Stock
underlying such option will vest on the date of grant, and the remaining 75%
of
the shares of Common Stock underlying the option will vest in equal annual
installments on the first, second and third anniversaries of the date of
grant.
6. Confidential
Information/Ownership and Assignment of Inventions; Non-Competition and
Non-Solicitation; Xxxxxxx
Xxxxxxx Policy/Public Disclosure.
Like
all Company employees, you will be required, as a condition to your employment
with the Company, to sign the Company’s standard Assignment of Invention and
Non-Disclosure Agreement, Non-Solicitation Agreement, and Xxxxxxx Xxxxxxx and
Disclosure Policy Acknowledgement, copies of which are attached hereto as
Exhibits A, B and C, respectively.
7. Period
of Employment.
Your
employment with the Company will be “at will,” meaning that either you or the
Company will be entitled to terminate your employment at any time and for any
reason, with or without cause. Any contrary representations which may have
been
made to you are superseded by this offer. This is the full and complete
agreement between you and the Company on this term. Although your job duties,
title, compensation and benefits, as well as the Company’s personnel policies
and procedures, may change from time to time, the “at will” nature of your
employment may only be changed in an express written agreement signed by you
and
a duly authorized officer of the Company.
8. Outside
Activities.
While
you render services to the Company, you will not engage in any other gainful
employment, or business activity without the written consent of the Company.
While you render services to the Company, you also will not assist any person
or
organization in competing with the Company, in preparing to compete with the
Company or in hiring any employees of the Company.
9. Withholding
Taxes.
All
forms of compensation referred to in this letter are subject to reduction to
reflect applicable withholding and payroll taxes.
10. Entire
Agreement.
This
letter and the Exhibits attached hereto contain all of the terms of your
employment with the Company and supersede any prior understandings or
agreements, whether oral or written, between you and the Company.
11. Amendment
and Governing Law.
This
letter agreement may not be amended or modified except by an express written
agreement signed by you and a duly authorized officer of the Company. The terms
of this letter agreement and the resolution of any disputes will be governed
by
California law.
We
hope
that you find the foregoing terms acceptable. You may indicate your agreement
with these terms and accept this offer by signing and dating both the enclosed
duplicate original of this letter and the enclosed Assignment of Invention
and
Non-Disclosure Agreement, Non-Solicitation Agreement, and Xxxxxxx Xxxxxxx and
Disclosure Policy Acknowledgement, and returning them to me. As required by
law,
your employment with the Company is also contingent upon your providing legal
proof of your identity and authorization to work in the United States. This
offer, if not accepted, will expire at the close of business on October 16,
2006.
We
look
forward to having you join us on Monday, October 16, 2006 or as soon thereafter
as practicable, subject to your existing contractual obligations.
If
you
have any questions, please call Xxxx Xxxxx at (000) 000-0000 or (000) 000-0000.
In the event that he is not available, you can also call Xxxxx Tower at (000)
000-0000 or (000) 000-0000.
Very
truly yours,
FOOTHILLS
RESOURCES, INC.
By: /s/
W.
Xxxx Xxxxxx
W.
Xxxx
Xxxxxx
Chief
Financial Officer
I
have
read and accept this employment offer:
/s/
Xxxxxxx Xxxxxxxxx Dated:
October 4, 2006
Xxxxxxx
Xxxxxxxxx