Exhibit 10.9
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of October 1, 1997 to be effective
as of January 1, 1998, by and between American Rivers Oil Company (AROC), a
Wyoming corporation ("Employer"), and Xxxxxxx Xxxxx ("Employee"). Until this
agreement takes effect Xxxxxxx Xxxxx and American Rivers Oil Company shall
remain subject to the existing Employment Agreement
RECITALS
WHEREAS, Employer is desirous of hiring Employee as one of
it's key employees; and
WHEREAS, Employee is willing to accept employment as an
employee of Employer in Denver, Colorado; and
WHEREAS, the parties hereto desire to delineate the
responsibilities of Employee and the expectations and obligations of
Employer;
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and obligations herein contained, the parties hereto agree as
follows:
AGREEMENT
1. Employment. Employer hereby employs Employee, and
Employee hereby accepts employment with Employer, upon the terms and
conditions set forth in this Agreement.
2. Term of Employment. The employment of Employee shall
commence on January 1, 1998 and shall continue for a period of 36
months, unless sooner terminated pursuant to the provisions hereof.
3. Duties.
3.1 Basic Duties of Employee. Subject to the direction of the
Board of Directors of Employer, Employee shall serve as Chief Executive Officer
of Employer and shall fulfill all duties and obligations accruing to such
office. In addition Employee shall continue to serve as a director of the
company.
3.2 Time Devoted to Employment. Employee shall devote
approximately half of his professional time to the business of the Employer
during the term of this agreement, however, Employer understands Employee will
be granted reasonable and nonrestrictive time, necessary to fulfill any personal
obligations he may need to address.
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3.3 Place of Performance of Duties. The services of Employee shall
be performed at Employer's place of business and at such other locations as
required to fulfill Employee's duties.
4. Compensation.
4.1 Basic Salary. As compensation for services rendered pursuant
to this Agreement, Employer shall pay Employee $8,333 per month starting in
January of 1998 and continuing for 36 consecutive months. Payment shall be made
in accordance with Employer's payroll practices for all other employees.
Employer agrees it will manage its budget in order to fulfill this obligation.
4.2 Expense Reimbursements. Subject to such policies and
procedures as may be adopted by Employer, Employee shall be entitled to
reimbursement for travel, entertainment and other expenses actually incurred on
behalf of Employer to the extent such expenses are incurred in connection with
direct activities of Employer.
4.3 Fringe benefits. Employee shall be entitled to 3 weeks
vacation and absences for illness according to Employer policies. Employee shall
have the right to participate in Employer's medical plan, insurance plans, and
401K plan at Employee's sole expense, unless the Employer decides to offer this
benefit as further compensation (whether such plans exist at time of employment
or are created later), which can be done at any time during the Employee's term
of employment.
4.4 Incentive Bonus. Employer may pay to Employee an incentive
bonus to be determined in good faith by members of the Board of Directors of the
Company, which may be determined by such factors as performance of Employee
and/or profitability of Employer.
4.5 Stock Option Plan or Other Plans of Employer. Employee shall
be permitted to participate in any Stock Option Plan or other Plans not related
to the grant of options to purchase stock of Employer that are provided by
Employer to officers of Employer as such Plans are implemented and revised from
time-to-time by the Board of Directors.
5. Termination of Employment.
5.1. By Notice. This Agreement, and the employment of Employee
hereunder, may be terminated by Employee or Employer upon 30 days written notice
of termination; provided, however, in the event Employer shall terminate this
Agreement for any reason other than the occurrence of any events set forth in
Section 5.2, Employer shall immediately pay all the compensation provided in
Paragraph 5.3 below.
5.2 Other Termination. This Agreement, and the
employment of Employee hereunder, shall terminate within 30 days of the
occurrence of any of the following events:
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(1) The death of Employee or the loss of legal
capacity.
(2) The failure of the Employee to devote a reasonable and
substantial portion of his professional time to Employee's duties or the willful
and habitual neglect of duties.
(3) The willful engaging by Employee in an act of dishonesty
constituting a crime under the laws of the State of Colorado.
(4) The continued incapacity in excess of 90 days on the part
of the Employee to perform his duties, unless waived by the Employer.
(5) By mutual written agreement of Employee and
Employer.
(6) Upon the expiration of the term of this
Agreement.
(7) Employee's voluntary termination of his
employment with Employer.
5.3 Effect of Termination on Compensation. In the event of the
termination of Employee's employment pursuant to this Agreement prior to the
completion of the term of employment specified herein, Employee shall
immediately be entitled to receive the compensation earned by him (including
bonuses) prior to the date of such termination as provided in this Agreement. In
the event of the termination of Employee's employment for any cause other than a
cause enumerated in Paragraph 5.2, Employer shall pay Employee the balance of
the unpaid base salary which would otherwise be payable to Employee during the
remainder of the term of this Agreement. Employer shall be entitled to no
further compensation, in the nature of severance pay or otherwise upon the
termination of his employment pursuant to this Agreement, unless the Board of
Directors of the company decide such additional compensation is warranted.
5.4 Remedies. No termination of the employment of Employee
pursuant to the terms of this Agreement shall prejudice any other remedy to
which any party to this Agreement may be entitled either at law, in equity, or
under this Agreement.
6. Property Rights and Obligations of Employee.
6.1 Trading in Public Stock. Employee agrees he will not
personally trade in AROC Common stock via any transaction other than a
transaction with AROC, Xxxxxxx Xxxxx Oil Company (KTOC) or it's affiliates,
which is board approved.
6.2 Trade Secrets. Employee agrees to keep all
confidential discussions with regard to Employer, it's corporate
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strategies, acquisition and drilling prospects and any and all information
related thereto so long as such information has not previously been publicly
released by duly authorized representatives of Employer or otherwise lawfully
entered the public domain.
6.3 Property of Employer. Employee agrees that all documents,
reports, files, analyses, maps, proposals, computer software or hardware,
seismic data and similar materials that are made by him or come into his
possession by reason of his employment with Employer are the property of
Employer and shall not be used by him in any way, except with written consent of
Employer.
7. Indemnification. Employer shall indemnify and hold harmless
Employee to the full extent permitted by Wyoming law, the Articles of
Incorporation and the By-laws of Employer and any other applicable statute,
rule, code or common law principle from and against any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies (including all attorney's fees) arising, resulting from or relating
to the performance by Employee of his obligations to Employer hereunder.
Employee is given Board approval to acquire Directors and Officers Liability
Insurance on behalf of the company and it's officers and directors, with an
annual premium amount not to exceed $5,000 per year.
8. General Provisions.
8.1 Notices. Any notices or other communications required or
permitted to be given hereunder shall be given sufficiently only if in writing
and served personally or sent by certified mail, postage prepaid and return
receipt requested, addressed as follows:
If to Employer: American Rivers Oil Company
000 Xxxx 0xx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
If to Employee: Xxxxxxx Xxxxx
000 Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
Either party may changes his/its address for purposes of this Agreement by
giving written notice of such change.
8.2 Choice of Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Colorado.
8.3 Entire Agreement; Modification and Waiver. This Agreement
supersedes any and all other agreements, whether oral or written, between the
parties hereto with respect to employment. Any modification of this Agreement
shall be effective only if it is in writing and signed by both parties. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any
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other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by both
parties making the waiver.
8.4 Assignment. Because of the personal nature of the services to
be rendered hereunder, this Agreement may not be assigned in whole or in part by
Employee without the prior written consent of Employer. However, subject to the
foregoing limitation, this Agreement shall be binding on, and shall inure to the
benefit of, the parties hereto and their respective heirs, legatees, executors,
administrators, legal representatives, successors, and assigns.
8.5 Severability. If for any reason whatsoever, any one or more of
the provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable, or invalid as applied to any particular case or in all cases,
such circumstances shall not have the effect of rendering any such provision
inoperative, unenforceable, or invalid in any other case or of rendering any of
the other provisions of this Agreement inoperative, unenforceable, or invalid.
8.6 Corporate authority. Employer represents and warrants as of
the date hereof that Employer's execution and delivery of this Agreement to
Employee and the carrying out of the provisions hereof have been duly authorized
by Employer's Board of Directors and further represents and warrants that
neither the execution and delivery of this Agreement, nor the compliance with
the terms and provisions thereof by Employer will result in the breach of any
state regulation, administrative or court order, nor will such compliance
conflict with, or result in the breach of, any of the terms or conditions of
Employer's Articles of Incorporation or Bylaws, as amended, or any agreement or
other instrument to which Employer is a party, or by which Employer is or may be
bound, or constitute an event of default thereunder, or with the lapse of time
or the giving of notice or both constitute an event of default thereunder.
8.7 Attorney's Fees. In any action at law or in equity to enforce
or construe any provisions or rights under this Agreement, the unsuccessful
party or parties to such litigation, as determined by the courts pursuant to a
final judgment or decree, shall pay the successful party or parties all costs,
expenses, and reasonable attorneys' fees incurred by such successful party or
parties (including, without limitation, such costs, expenses, and fees on any
appeals), and if such successful party or parties shall recover judgment in any
such action or proceedings, such costs, expenses, and attorneys' fees shall be
included as part of such judgment.
8.8 Counterparts. The Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
8.9 Headings and Captions. Headings and captions are
included for purposes of convenience only and are not a part hereof.
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8.10 Consultation with Counsel. Employee acknowledges that he has
had the opportunity to consult with counsel independent of Employer regarding
the entering into of this Agreement and has done so to the extent he sees fit.
Employer acknowledges that this Agreement has been review by corporate Counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first written above at Denver, Colorado.
"EMPLOYER"
American Rivers Oil Company
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
"EMPLOYEE"
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
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