Employment Agreement
Exhibit
10.1
THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 3,
2007 and shall be effective as of July 9, 2007 (the “Effective Date”) by and
between Tatonka
Oil and Gas, Inc., a
Colorado corporation, with an office located at 0000 Xxxxxxxx Xxxxxx, Tower
1,
10th
Floor,
Denver, Colorado 80202 (the “Company”) and Xxxx
X. Xxxxxx,
an
individual with an address located at 000 Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx
00000 (“Xxxxxx”).
WHEREAS,
the Company desires to retain the services of Xxxxxx as Chief Financial Officer
and Xxxxxx is willing to be employed by the Company in such
capacity.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
1.
Employment.
Xxxxxx
is hereby employed and engaged to serve the Company as the Company’s Chief
Financial Officer, or such additional titles as the Company shall specify from
time to time with the consent of Xxxxxx, and Xxxxxx does hereby accept and
agrees to such engagement and employment.
2.
Duties.
Xxxxxx’x
duties shall be such duties and responsibilities as the Company shall specify
from time to time, which shall entail those duties customarily performed by
the
Chief Financial Officer of a company with a business commensurate with those
of
the Company. Xxxxxx shall have such authority, discretion, power and
responsibility, and shall be entitled to office, secretarial and other
facilities and conditions of employment, as are customary or appropriate to
his
position. Xxxxxx shall diligently and faithfully execute and perform such duties
and responsibilities, subject to the approval of the Company’s Chief Executive
Officer. Xxxxxx shall be responsible and report to the Company’s Chief Executive
Officer. Xxxxxx shall devote the majority of his attention, energy, and skill
to
the business and affairs of the Company. Xxxxxx shall be permitted to engage
in
other business activities that do not directly compete with the Company.
Nothing
in this Agreement shall preclude Xxxxxx from devoting reasonable periods
required for:
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(a)
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serving
as a director or member of a committee of any organization or corporation
involving no conflict of interest with the interests of the
Company;
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(b)
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serving
as a consultant in his area of expertise (in areas other than in
connection with the business of the Company), to government, industrial,
and academic panels where it does not conflict with the interests
of the
Company; and
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| (c) | managing his personal investments or engaging in any other non-competing business; |
provided
that such activities do not materially interfere with the regular performance
of
his duties and responsibilities under this Agreement as reasonably determined
in
good faith by the Company.
3.
Best Efforts of Xxxxxx.
During
his employment hereunder, Xxxxxx shall devote the majority of his business
time,
best commercially reasonable efforts, business judgment, skill, and knowledge
to
the advancement of the Company's interests and to the discharge of his duties
and responsibilities hereunder. Notwithstanding the foregoing, nothing herein
shall be construed as preventing Xxxxxx from investing his assets in any
business.
4.
Compensation of Xxxxxx.
(a) Base
Compensation.
As
compensation for the services provided by Xxxxxx under this Agreement, the
Company shall pay Xxxxxx an annual salary of One Hundred Fifty Thousand Dollars
($150,000). The compensation of Xxxxxx under this Section shall be paid in
accordance with the Company's usual payroll procedures.
(b) Stock
and Stock Options.
Upon
execution of this Agreement, the Company shall xxxxx Xxxxxx options to purchase
250,000 shares of the Company’s common stock with an exercise price of $0.85,
which is the fair market value of such stock on the date of grant, 125,000
shares at an exercise price of $1.00, and 125,000 shares at an exercise price
of
$1.25. Options will vest at 25% per year. Upon closing future equity financing,
the Company shall xxxxx Xxxxxx an additional 500,000 options to purchase the
Company’s stock. The exercise price of 250,000 of these options shall be set at
market value, 125,000 options at market plus $0.15, and 125,000 options at
market plus $0.40. The options shall vest 25% per year from grant and have
a
term of five (5) years from the respective dates of vesting.
(c) The
options shall have a term of five (5) years from the respective dates of
grant.
In
the
event of a conflict between the above grant and either the shareholder approved
stock option plan or corresponding board resolution, the covenants of the
approved plan and board resolution take precedence.
(d) Bonus.
In
addition to the base compensation in Section 5(a), Xxxxxx shall be eligible
to
receive an annual bonus determined by the Board of Directors based on the
performance of the Company and Xxxxxx.
5.
Benefits. Xxxxxx
shall also be entitled to participate in any and all Company benefit plans,
from
time to time, in effect for employees of the Company, including, but not limited
to, health, dental and vision insurance plans available to the Company's senior
management executives and their dependents. Such participation shall be subject
to the terms of the applicable plan documents and generally applicable Company
policies.
6.
Vacation, Sick Leave and Holidays.
Xxxxxx
shall be entitled to four (4) weeks of paid vacation, with such vacation to
be
scheduled and taken in accordance with the Company's standard vacation policies.
Two (2) weeks of unused, accrued vacation can be carried into the next year.
Remaining unused, accrued vacation time will be paid during the first quarter
of
the following year. In addition, Xxxxxx shall be entitled to such sick leave
and
holidays at full pay in accordance with the Company's policies established
and
in effect from time to time.
7.
Business Expenses.
The
Company shall promptly reimburse Xxxxxx for all reasonable out-of-pocket
business expenses incurred in performing Xxxxxx’x duties and responsibilities
hereunder in accordance with the Company's policies, provided Xxxxxx promptly
furnishes to the Company adequate records of each such business expense. Such
expenses shall be reimbursed in accordance with the Company’s regular
reimbursement practices.
8.
Location of Xxxxxx'x Activities. Xxxxxx’x
principal place of business in the performance of his duties and obligations
under this Agreement shall be at the Company’s primary office in Denver,
Colorado. Notwithstanding the preceding sentence, Xxxxxx will engage in such
travel and spend such time in other places
as
may be reasonably necessary or appropriate in discharging of his duties
hereunder.
9.
Confidential Information/Inventions.
(a)
Confidential
Information.
Xxxxxx
shall not, in any manner, for any reasons, either directly or indirectly,
divulge or communicate to any person, firm or corporation, any confidential
information concerning any matters not generally known or otherwise made public
by Company which affects or relates to the Company’s business, finances,
marketing and/or operations, research, development, inventions, products,
designs, plans, procedures, or other data (collectively, “Confidential
Information”) except in the ordinary course of business, as necessary to joint
venture partners or as required by applicable law for a period of one year.
Without regard to whether any item of Confidential Information is deemed or
considered confidential, material, or important, the parties hereto stipulate
that as between them, to the extent such item is not generally known in the
oil
and gas industry, such item is important, material, and confidential and affects
the successful conduct of the Company’s business and goodwill, and that any
breach of the terms of this Section 9 shall be a material and incurable breach
of this Agreement. Confidential Information shall not include: (i) information
obtained or which became known to Xxxxxx other than through his employment
by
the Company; (ii) information in the public domain at the time of the disclosure
of such information by Xxxxxx; (iii) information that Xxxxxx can document was
independently developed by Xxxxxx; (iv) information that is disclosed by Xxxxxx
with the prior written consent of the Company and (v) information that is
disclosed by Xxxxxx as required by law, governmental regulation or court
order.
(b)
Documents.
Xxxxxx
further agrees that all documents and materials furnished to Xxxxxx by the
Company and relating to the Company’s business or prospective business are and
shall remain the exclusive property of the Company. Xxxxxx shall deliver all
such documents and materials, not copied, to the Company upon demand therefore
and in any event upon expiration or earlier termination of this Agreement.
Any
payment of sums due and owing to Xxxxxx by the Company upon such expiration
or
earlier termination shall be conditioned upon returning all such documents
and
materials, and Xxxxxx expressly authorizes the Company to withhold any payments
due and owing pending return of such documents and materials.
(c)
Inventions. All
ideas, inventions, and other developments or improvements conceived or reduced
to practice by Xxxxxx, alone or with others, during the Term of this Agreement,
whether or not during working hours, that are within the scope of the business
of the Company or that relate to or result from any of Xxxxxx’x work or projects
or the services provided by Xxxxxx to the Company pursuant to this Agreement,
shall be the exclusive property of the Company. Xxxxxx agrees to assist the
Company, at the Company’s expense, to obtain patents and copyrights on any such
ideas, inventions, writings, and other developments, and agrees to execute
all
documents necessary to obtain such patents and copyrights in the name of the
Company.
(d)
Disclosure. During
the Term, Xxxxxx will promptly disclose to the Board of Directors full
information concerning any interest, direct or indirect, of Xxxxxx (as owner,
shareholder, partner, lender or other investor, director, officer, employee,
consultant or otherwise) or any member of his immediate family in any business
that is reasonably known to Employee to purchase or otherwise obtain services
or
products from, or to sell or otherwise provide services or products to, the
Company or to any of its suppliers or customers.
10.
Non-Compete. Except
as
expressly permitted herein, during the Term of this Agreement, Xxxxxx shall
not
engage in any of the following competitive activities: (a) engaging directly
or
indirectly in any business or activity substantially similar to any business
or
activity engaged in (or proposed to be engaged in) by the Company in North
America; (b) engaging directly or indirectly in any business or activity competitive
with any business or activity engaged in (or proposed to be engaged in) by
the
Company in North America; (c) soliciting or taking away any employee, agent,
representative, contractor, supplier, vendor, customer, franchisee, lender
or
investor of the Company, or attempting to so solicit or take away;
(d) interfering
with any contractual or other relationship between the Company and any employee,
agent, representative, contractor, supplier, vendor, customer, franchisee,
lender or investor;
or (e) using, for the benefit of any person or entity other than the Company,
any Confidential Information of the Company. The foregoing covenant prohibiting
competitive activities
shall survive the termination of this Agreement and shall extend, and shall
remain enforceable against Xxxxxx, for the period of the lesser of (6) six
months or the duration of termination
pay as described in paragraph 13 below, following the date this Agreement is
terminated; provided, however, that after Xxxxxx is terminated from employment
with the Company
for any reason he may engage in providing accounting and related management
services to any entity in any business, including, without limitation, full
time
employment with
any
entity in the foregoing described capacities. In
addition, during the one-year period following such expiration or earlier
termination, neither Xxxxxx nor the Company shall make any negative statement
of
any kind concerning the Company or its affiliates, or their directors, officers
or agents or Xxxxxx.
11.
Injunctive Relief. Xxxxxx
acknowledges and agrees that the covenants and obligations of Xxxxxx set forth
in Sections 9 and 10 with respect to non-competition, non-solicitation,
confidentiality and the Company’s property relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants
and obligations will cause the Company irreparable injury for which adequate
remedies are not available at law. Therefore, Xxxxxx agrees that the Company
shall be entitled to an injunction, restraining order or such other equitable
relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain Xxxxxx from
committing any violation of the covenants and obligations referred to in this
Section 11. These injunctive remedies are cumulative and in addition to any
other rights and remedies the Company may have at law or in equity.
12.
Survival.
Xxxxxx
agrees that the provisions of Sections 9, 10 and 11 shall survive expiration
or
earlier termination of this Agreement for any reasons, whether voluntary or
involuntary, with or without cause, and shall remain in full force and effect
thereafter. Notwithstanding the foregoing, if this Agreement is terminated
upon
the dissolution of the Company, the filing of a petition in bankruptcy by the
Company or upon an assignment for the benefit of creditors of the assets of
the
Company, Sections 9, 10 and 11 shall be of no further force or
effect.
13.
Termination.
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, after ninety (90) days written notice is given.
Notwithstanding any other provisions hereof to the contrary, Xxxxxx’x employment
hereunder shall terminate under the following circumstances:
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(a)
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Voluntary
Termination by Xxxxxx.
Xxxxxx shall have the right to voluntarily terminate this Agreement
and
his employment hereunder at any time during the Employment Term.
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(b)
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Voluntary
Termination by the Company. The
Company shall have the right to voluntarily terminate this Agreement
and
Xxxxxx’x employment hereunder at any time. If the Company initiates an “at
will” termination of your employment as described above the Company agrees
to pay Xxxxxx a lump-sum separation fee at the time of termination
equal
to six (6) months salary plus benefits and be granted immediate vesting
of
all unvested stock and options.
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(c)
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Termination
for Cause.
The Company shall have the right to terminate this Agreement and
Xxxxxx’x
employment hereunder at any time for cause. For purposes of this
Agreement, the term “cause” for termination by the Company shall be (a) a
conviction of or plea of guilty or nolo
contendere
by
Xxxxxx to a felony, or any crime involving fraud or embezzlement;
(b) the
refusal by Xxxxxx to perform his material duties and obligations
hereunder; (c) Xxxxxx’x willful and intentional misconduct in the
performance of his material duties and obligations; or (d) if Xxxxxx
or
any member of his family makes any personal profit arising out of
or in
connection with a transaction to which the Company is a party or
with
which it is associated without making disclosure to and obtaining
the
prior written consent of the Chief Executive Officer. The written
notice
given hereunder by the Company to Xxxxxx shall specify in reasonable
detail the cause for termination. For purposes of this Agreement,
“family”
shall mean Xxxxxx’x spouse and/or children. In the case of a termination
for the causes described in (a) and (d) above, such termination shall
be
effective upon receipt of the written notice. In the case of the
causes
described in (b) and (c) above, such termination notice shall not
be
effective until ten (10) days after Xxxxxx’x receipt of such notice,
during which time Xxxxxx shall have the right to respond to the Company’s
notice and cure the breach or other event giving rise to the
termination.
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Xxxxxx
shall also have the right to terminate this Agreement and his employment
hereunder for cause. For purposes of this Agreement the term “cause” for
termination by Xxxxxx shall be (a) a relocation of the principal place of
employment of Xxxxxx in a location outside a 25 mile radius of Denver, Colorado;
or (b) a material diminution in the responsibilities or duties of Xxxxxx as
the
Chief Financial Officer of the Company. Xxxxxx shall give written notice to
the
Company of termination for cause by him and such notice shall specify in
reasonable detail the cause for termination. In case of the termination for
the
cause described in (a) and (b) immediately above, such termination notice shall
not be effective until ten (10) days after receipt by the Company of such notice
during which time the Company shall have the right to respond to Xxxxxx’x notice
and cure the event giving rise to the termination.
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(d)
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Event
of Sale, Merger or Change of Control.
In
the event of the sale, merger or change of control of the Company
during
your employment, or in the event of an agreement to sell, merge or
change
control of the Company during your employment, the Company or its
successor(s) agree to immediately vest all unvested stock and options
and
offer you employment under the terms given above, for a period of
at least
(6) six months after the sale or merger closing date. If this employment
extension is not given by the Company or its successor(s) and accepted
by
you, then the Company or its successor(s) agree to pay to you a lump-sum
separation fee equivalent to (6) six months of salary plus benefits.
Employment “at will” provisions described above cannot be applied by the
Company from 120 days before the date of the agreement to sell, merge
or
change control of the Company to the closing date. If an “at will” action
to terminate your employment is taken by the Company during this
time
period, or if you are asked to voluntarily end your employment by
the
Company during this time period, you will be entitled to immediate
vesting
of all unvested stock and options and a lump-sum payment of the equivalent
of your salary and benefits for (6) six months, to be paid on or
before
the sale, change of control or merger closing date.
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(e)
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Termination
Upon Death.
If
Xxxxxx dies during the Term of this Agreement, this Agreement shall
terminate, except that Xxxxxx’x legal representatives shall be entitled to
receive any earned but unpaid compensation or expense reimbursement
due
hereunder through the date of
death.
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(f)
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Termination
Upon Disability.
If, during the Term of this Agreement, Xxxxxx suffers and continues
to
suffer from a “Disability” (as defined below), then the Company may
terminate this Agreement by delivering to Xxxxxx thirty (30) calendar
days’ prior written notice of termination based on such Disability,
setting forth with specificity the nature of such Disability and
the
determination of Disability by the Company. For the purposes of this
Agreement, “Disability” means Xxxxxx’x inability, with reasonable
accommodation, to substantially perform Xxxxxx’x duties,
services and obligations under this Agreement due to physical or
mental
illness or other disability for a continuous, uninterrupted period
of one
hundred and eighty (180) calendar days or two hundred and ten (210)
days
during any twelve month period. Upon any such termination for Disability,
Xxxxxx shall be entitled to receive any earned but unpaid compensation
or
expense reimbursement due hereunder through the date of
termination.
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(g)
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Effect
of Termination.
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(i)
In
the event that this Agreement and Xxxxxx’x employment is voluntarily terminated
by Xxxxxx pursuant to Section 13(a), or in the event the Company terminates
this
Agreement for cause pursuant to Section 13(c), all obligations of the Company
and all duties, responsibilities and obligations of Xxxxxx under this Agreement
shall cease. Upon such termination, the Company shall (i) pay Xxxxxx a cash
lump
sum equal to all accrued base salary through the date of termination plus all
accrued vacation pay and bonuses, if any; and (ii) any shares of common stock
or
options granted to Xxxxxx by the Company which have not vested pursuant to
Section 4 hereof shall be terminated.
(ii)
In
the event that this Agreement and Xxxxxx’x employment is voluntarily terminated
by the Company pursuant to Section 13(b), all obligations of the Company and
all
duties, responsibilities and obligations of Xxxxxx under this Agreement shall
cease. Upon such termination, the Company shall pay Xxxxxx a cash lump sum
equal
to all accrued base salary through the date of termination plus all accrued
vacation pay and bonuses, if any; (ii) the separation fee; and (iii) any shares
of common stock or options granted to Xxxxxx by the Company pursuant to Section
4 hereof shall become immediately vested.
(iii)
In
the event this Agreement is terminated upon the death of Xxxxxx pursuant to
Sections 13(e), Xxxxxx’x estate shall be entitled to all compensation pursuant
to Sections 4 and 5 for the period of 6 months after his death. Payment will
be
made to Xxxxxx’x estate. In the event of a merger, consolidation, sale, or
change of control, the Company's rights hereunder shall be assigned to the
surviving or resulting company, which company shall then honor this Agreement
with Xxxxxx and his estate.
14.
Resignation as Officer.
In the
event that Xxxxxx’x employment with the Company is terminated for any reason
whatsoever, Xxxxxx agrees to immediately resign as an Officer and/or Director
of
the Company and any related entities. For the purposes of this Section 14,
the
term the "Company" shall be deemed to include subsidiaries, parents, and
affiliates of the Company.
15.
Governing Law, Jurisdiction and Venue.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Colorado without giving effect to any applicable conflicts of law
provisions.
16.
Independent Legal Advice.
The
Company has obtained legal advice concerning this Agreement and has requested
that Xxxxxx obtain independent legal advice with respect to same before
executing this Agreement. Xxxxxx, in executing this Agreement, represents and
warranties to the Company that he has been so advised to obtain independent
legal advice, and that prior to the execution of this Agreement he has so
obtained independent legal advice, or has, in his discretion, knowingly and
willingly elected not to do so.
17.
Business Opportunities.
During
the Employment Term Xxxxxx agrees to bring to the attention of the Company’s
Chief Executive Officer and the Company’s Board of Directors all written
business proposals that come to Xxxxxx’x attention and all business or
investment opportunities of whatever nature that are created or devised by
Xxxxxx and that relate to areas in which the Company conducts business and
might
reasonably be expected to be of interest to the Company or any of its
subsidiaries.
18.
Employee’s Representations and Warranties.
Xxxxxx
hereby represents and warrants that he is not under any contractual obligation
to any other company, entity or individual that would prohibit or impede Xxxxxx
from performing his duties and responsibilities under this Agreement and that
he
is free to enter into and perform the duties and responsibilities required
by
this Agreement.
19.
Indemnification.
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(a)
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The
Company agrees that if Xxxxxx is made a party, or is threatened to
be made
a party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), by reason of the
fact
that he is or was a director, officer, agent or employee of the Company
or
is or was serving at the request of the Company as a director, officer,
member, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect
to
employee benefit plans, whether or not the basis of such Proceeding
is
Xxxxxx’x alleged action in an official capacity while serving as a
director, officer, member, employee or agent, Xxxxxx shall be indemnified
and held harmless by the Company to the fullest extent permitted
or
authorized by the Company's certificate of incorporation or bylaws
or, if
greater, by the laws of the State of Colorado, against all cost,
expense,
liability and loss (including, without limitation, attorney's fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
or to
be paid in settlement) reasonably incurred or suffered by Xxxxxx
in
connection therewith, and such indemnification shall continue as
to Xxxxxx
even if he has ceased to be a director, member, employee or agent
of the
Company or other entity and shall inure to the benefit of Xxxxxx’x heirs,
executors and administrators. The Company shall advance to Xxxxxx
to the
extent permitted by law all reasonable costs and expenses incurred
by his
in connection with a Proceeding within 20 days after receipt by the
Company of a written request, with appropriate documentation, for
such
advance. Such request shall include an undertaking by Xxxxxx to repay
the
amount of such advance if it shall ultimately be determined that
he is not
entitled to be indemnified against such costs and
expenses.
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(b)
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Neither
the failure of the Company (including its Board of Directors, independent
legal counsel or stockholders) to have made a determination prior
to the
commencement of any proceeding concerning payment of amounts claimed
by
Xxxxxx that indemnification of Xxxxxx is proper because he has met
the
applicable standard of conduct, nor a determination by the Company
(including its Board of Directors, independent legal counsel or
stockholders) that Xxxxxx has not met such applicable standard of
conduct,
shall create a presumption that Xxxxxx has not met the applicable
standard
of conduct.
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(c)
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The
Company agrees to continue and maintain a liability insurance policy
with
a minimum face amount of $5 million covering Xxxxxx to the extent
the
Company provides such coverage for its other executives and
officers.
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(d)
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Promptly
after receipt by Xxxxxx of notice of any claim or the commencement
of any
action or proceeding with respect to which Xxxxxx is entitled to
indemnity
hereunder, Xxxxxx shall notify the Company in writing of such claim
or the
commencement of such action or proceeding, and the Company shall
(i)
assume the defense of such action or proceeding, (ii) employ counsel
reasonably satisfactory to Xxxxxx, and (iii) pay the reasonable fees
and
expenses of such counsel. Notwithstanding the preceding sentence,
Xxxxxx
shall be entitled to employ counsel separate from counsel for the
Company
and from any other party in such action if Xxxxxx reasonably determines
that a conflict of interest exists which makes representation by
counsel
chosen by the Company not
advisable. In such event, the reasonable fees and disbursements of
such
separate counsel for Xxxxxx shall be paid by the Company to the extent
permitted by law.
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(e)
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After
the termination of this Agreement and upon the request of Xxxxxx,
the
Company agrees to reimburse Xxxxxx for all reasonable travel, legal
and
other out-of-pocket expenses related to assisting the Company to
prepare
for or defend against any action, suit, proceeding or claim brought
or
threatened to be brought against the Company or to prepare for or
institute any action, suit, proceeding or claim to be brought or
threatened to be brought against a third party arising out of or
based
upon the transactions contemplated herein and in providing evidence,
producing documents or otherwise participating in any such action,
suit,
proceeding or claim. In the event Xxxxxx is required to appear after
termination of this Agreement at a judicial or regulatory hearing
in
connection with Xxxxxx'x employment hereunder, or Xxxxxx'x role in
connection therewith, the Company agrees to pay Xxxxxx a sum, to
be
mutually agreed upon by Xxxxxx and the Company, a daily fee and reasonable
expenses for each day of his appearance and each day of preparation
therefore.
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20.
Notices.
All
demands, notices, and other communications to be given hereunder, if any, shall
be in writing and shall be sufficient for all purposes if personally delivered,
sent by facsimile or sent by United States mail to the address below or such
other address or addresses as such party may hereafter designate in writing
to
the other party as herein provided.
| Company: | Xxxxxx: |
| Tatonka Oil and Gas Company, Inc. | 000 Xxxxxxx Xxxx |
| 0000 Xxxxxxxx Xxxxxx, Tower 1, 10th Floor | Castle Rock, Colorado 80108 |
| Xxxxxx, XX 00000 | |
| Fax # (000) 000-0000 |
21.
Entire Agreement.
This
Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement, whether oral or written. This
Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended, if the amendment is made in writing
and is signed by both parties. This Agreement is for the unique personal
services of Xxxxxx and is not assignable or delegable, in whole or in part,
by
Xxxxxx. This Agreement may be assigned or delegated, in whole or in part, by
the
Company and, in such case, shall be assumed by and become binding upon the
person, firm, company, corporation or business organization or entity to which
this Agreement is assigned, subject to the provisions of section 13 (d). The
headings contained in this Agreement are for reference only and shall not in
any
way affect the meaning or interpretation of this Agreement. If any provision
of
this Agreement shall be held to be invalid or unenforceable for any reason,
the
remaining provisions shall continue to be valid and enforceable. The failure
of
either party to enforce any provision of this Agreement shall not be construed
as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement. This Agreement
may be executed in two or more counterparts, each of which shall be deemed
an
original, but all of which together shall constitute one and the same instrument
and, in pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
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Tatonka
Oil and Gas Company, Inc.:
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Xxxx
X.
Xxxxxx:
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| /s/ XXXXX XXXXX | /s/ XXXX X. XXXXXX | ||
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Xxxxx Xxxxx |
Xxxx X. Xxxxxx |
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| Chief Executive Officer |
