EMPLOYMENT AGREEMENT
Employment Agreement, between Pangea Petroleum (the
"Company") and Xxxxx X. Xxxxxx (the "Employee").
1. For good consideration, the Company employs
the Employee on the following terms and conditions.
2. Term of Employment: Subject to the
provisions of termination set forth below this agreement
will begin on January 5, 2000, unless sooner terminated.
3. Salary/Benefits: The Company shall pay
Employee a salary of $3,000 per month, for the services
of Employee, payable at regular payroll periods. The
Employee will also be awarded 25,000 options to purchase
Pangea Stock per month. The options will have a cost
basis of $1.00 per share. In addition, Company will
provide Medical Benefits for the Employee. The Employee
will be awarded percent (1%) of the net proceeds received
by the Company upon the successful completion of the sale
of any major Company Assets (major asset is defined as an
asset whose sale price is $500,000 or more).
4.Duties and Position: The Company hires the
Employee in the capacity of President. The Employee's
duties may be reasonably modified at the Company's
direction from time to time.
5.Employee to Devote Full Time to Company: The
Employee will devote full time, attention, and energies
to the business of the Company and during this
employment, will not engage in any other business
activity, regardless of whether such activity is pursued
for profit, gain, or other pecuniary advantage, unless
approved by the Company. Employee is not prohibited from
making personal investments in any other businesses
provided those investments do not require active
involvement in the operation of said companies.
6.Confidentiality of Proprietary Information:
Employee agrees during or after the term of this
employment, not to reveal confidential information, or
trade secrets to any person, firm, corporation, or
entity. Should Employee reveal or threaten to reveal
this information, the Company shall be entitled to an
injunction restraining the Employee from disclosing same,
or from rendering any services to any entity to whom said
information has been or is threatened to be disclosed.
The right to secure an injunction is not exclusive, and
the Company may pursue any other remedies it has against
the Employee for a breach or threatened breach of this
condition, including the recovery of damages from the
Employee.
Page 1 of 4
7. Reimbursement of Expenses: The Employee may
incur reasonable expenses for furthering the Company's
business, including expenses for entertainment, travel,
and similar items. The Company shall reimburse Employee
for all business expenses after the Employee presents an
itemized account of expenditures, pursuant to Company
policy.
8.Vacation: The Employee shall be entitled to a
yearly vacation of four (4) weeks at full pay beginning
the at the date of employment.
9.Disability: If Employee cannot perform the duties
because of illness or incapacity for a period of more
than ten (10) business days in succession, the
compensation otherwise due during said illness or
incapacity will be reduced by Seventy-five (75%) percent.
The Employee's full compensation will be reinstated upon
return to work.
10.Termination of Agreement: With cause, the
Company may terminate this agreement at any time upon
thirty (30) days' written notice to the Employee. If
the Company requests, the Employee will continue to
perform his/her duties and be paid his/her regular salary
up to the date of termination. In addition, the Company
will pay the Employee on the date of termination a
severance allowance of three months pay less taxes and
social security required to be withheld. Without cause,
the Employee may terminate employment upon 30 days'
written notice to the company. Employee may be required
to perform his/her duties and will be paid the regular
salary to date of termination but shall not receive a
severance package allowance. Notwithstanding anything to
the contrary contained in this agreement, the Company may
terminate the Employee's employment upon 30 days' notice
to the Employee should any of the following events occur:
a. The sale of substantially all of the
Company's assets to a single purchaser or group of
associated purchasers or
b. The sale, exchange, or other
disposition, in one transaction of the majority of the
Company's outstanding corporate shares or
c. The Company's decision to terminate its
business and liquidate its assets
d. The merger or consolidation of the
Company with another company.
e. Bankruptcy or Chapter 11 Reorganization.
11.Death Benefit: Should Employee die during the
term of employment; the Company shall pay to Employee's
estate any compensation due through the end of the month
in which death occurred.
Page 2 of 4
12.Restriction on Post Employment Compensation: For
a period of one (1) year after the end of employment, the
Employee shall not control, consult to or be employed by
any business similar to that conducted by the Company,
either by soliciting any of its accounts or by operating
within Employer's general trading area.
13.Assistance in Litigation: Employee shall upon
reasonable notice, furnish such information and proper
assistance to the Company as it may reasonably require in
connection with any litigation in which it is, or may
become, a party either during or after employment.
14.Effect of Prior Agreements: This agreement
supersedes any prior agreement between the Company or any
predecessor of the Company and the Employee, except that
this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind
elsewhere provided and not expressly provided in this
agreement.
15.Arbitration: Any claim or controversy that
arises out of or relates to this agreement, or the breach
of it, shall be settled by arbitration in accordance with
the rules of the American Arbitration Association.
Judgment upon the award rendered may be entered in any
court with jurisdiction.
00.Xxxxxxx Effect of Waiver by Company. Should
Company waive breach of any provision of this agreement
by the Employee, that waiver will not operate of be
construed as a waiver of further breach by the Employee.
17.Severability: If, for any reason, any provision
of this agreement is held invalid, all other provisions
of this agreement shall remain in effect. If this
agreement is held invalid or cannot be enforced, then to
the full extent permitted by law any prior agreement
between the Company (or any predecessor thereof) and the
Employee shall be deemed reinstated as if this agreement
had not been executed.
Page 3 of 4
18.Assumption of Agreement by Company's Successors
and Assignees: The Company's rights and obligations
under this agreement will inure to the benefit and be
binding upon the Company's successors and assignees.
19.Oral Modifications Not Binding: This instrument
is the entire agreement of the Company and the Employee.
Oral changes shall have no effect. If may be altered
only by a written agreement signed by the party against
whom enforcement of any waiver, change, modification,
extension, or discharge is sought.
Signed this 25 day of January, 2000.
Pangea Petroleum Corp. /s/ Xxxxx X. Xxxxxx
--------------------------- --------------------
Company Employee
Page 4 of 4
