EXHIBIT 10.1
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EMPLOYMENT AGREEMENT
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THIS AGREEMENT ("Agreement") is made and entered into this 3rd day of
October 2008 by and between PETROL OIL and GAS, INC., a Nevada corporation
("Company") and Xxxxx Xxxx, an individual ("Executive").
RECITALS:
A. Company is engaged in the business of oil and gas exploration and
production and desires to employ Executive as President and Chief
Executive Officer on a full time and exclusive basis subject to the
further terms and conditions of this Agreement.
B. Since May 4, 2007, Executive has acted as interim President and
Chief Executive Officer of the Company without a written compensation
agreement.
C. Executive desires to accept employment with Company and to perform
the functions and duties of President of Company subject to the
further terms and conditions of this Agreement.
D. The parties mutually desire to enter into this Agreement whereby
the terms and conditions of such employment are reduced to writing and
memorialized.
AGREEMENT:
1. Term of Employment: Company hereby employs Executive and Executive
hereby accepts employment with Company for a period of one year beginning
on October 3, 2008 and ending on October 2, 2009, subject to the rights of
early termination as provided herein.
2. Duties and Powers of Executive: Executive is hereby employed as
President to perform and undertake the duties and responsibilities normally
and ordinarily attendant to such position. Without limiting or excluding
other duties and responsibilities, Executive shall direct the day to day
functioning and conduct of the business of the Company and in so doing
shall: (i) possess and exercise the exclusive power to hire and fire all
employees of the Company (unless specifically otherwise directed by the
Board of Directors); (ii) possess and exercise the exclusive power to
engage and disengage all consultants and outside professionals used by the
Company (unless specifically otherwise directed by the Board of Directors);
(iii) direct the use and control of finances; (iv) borrow or obtain credit
in any amount or execute any guaranty agreement; and, (v) create and
implement policies and procedures of the Company. In recognition of
Executive's status as an owner or controller of a substantial percentage of
the outstanding common shares of the Company, any effort by Company to
diminish Executive's duties and powers absent the agreement of Executive
evidenced by the express written consent of Executive may be deemed a
termination without cause, thereby entitling Executive to the remedies
provided herein for Company's termination without cause. See Section 6,
below.
3. Devotion of Time and Covenant Not To Compete: Except as otherwise
agreed, Executive shall devote substantially all of his working time to the
performance of his duties as President of Company. Notwithstanding,
Executive may serve and hold any other offices or positions in companies in
which he currently holds a position. During the term of this agreement,
Executive shall not, directly or indirectly, whether as a partner, member,
joint venture, owner, or employee or otherwise, promote or engage in any
business that directly competes with Company's present business of oil and
gas exploration and production.
4. Compensation: Company shall compensate Executive for services
provided to Company a salary in the amount of $135,000 per year paid in
equal payments not less than twice monthly during the term hereof. In
addition to salary, the Company shall provide or pay for the following:
4.1. Retroactive compensation in the amount of $100,000, payable
upon full execution this Agreement, in consideration of the
services previously provided as interim President and Chief
Executive Officer.
4.2. During the term hereof, Executive shall be permitted the
exclusive use of the Company's 2007 Dodge Ram 1500 Sport 4X4 or
substantial monetary equivalent at Company's sole expense. Any
miles driven for non-business purposes shall not be subject to
direct reimbursement but rather shall be deemed additional
compensation to Executive.
4.3. Executive shall be allowed three (3) weeks of compensated
vacation per calendar year during employment subject to the
Company's vacation policies set forth in Company's employment
manual. In addition, Executive shall be allowed five (5) days
personal leave and ten (10) days of sick leave per calendar year
during employment. Any unused leave may be carried forward
without limitation as long as Executive is employed by Company.
4.4. Executive shall have the right to all medical and long term
disability coverage on the same terms and conditions as are
provided to other management employees of Company as of the
effective date of this Agreement.
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4.5. Unless specifically addressed in and altered by the terms of
this Agreement, Executive shall be entitled to receive all
benefits of employment available to Company's other managerial
employees when as he becomes eligible for the same; Executive's
employment shall be subject to the further terms and conditions
of Company's then-current employment manual.
5. Expenses and Relocation: Company shall pay either in advance or
by reimbursement all reasonable business expenses of Executive incurred in
connection with Company's business and Executive's performance of his duties
hereunder. Such expenses include, but are not limited to, travel and travel
related expenses, business entertainment and promotional expenses, and cell
phone. Company shall further pay for reasonable expenses related to maintaining
any of Executive's professional licenses. In consideration for Executive's
ongoing use of his home office for Company's business, reimbursement shall
include expenses related to the home office including but not limited to home
Internet access and home phone lines, including a fax line. Payment shall be
made in accordance with the general policies of Company as established from time
to time. The day to day duties of Executive generally are to be performed at
Company's executive office in Overland Park, Kansas and at the current areas of
exploration and production. If Company relocates its executive offices outside
of the Kansas City metropolitan area Company shall reimburse Executive for all
reasonable expenses attendant to his relocation, including but not limited to
relocation of household goods and storage, mileage, real estate sales and
purchase and management expenses, fees and commissions, temporary lodging and
meal expenses for Executive and dependents, and incidental expenses incurred
such as connect fees, license and title transfers.
6. Termination: Executive may terminate this Agreement at any time
with or without cause and without payment or penalty. Company may terminate this
Agreement at any time without cause. Company may terminate this Agreement at any
time "for cause" if Executive willfully breaches or habitually neglects the
duties Executive is required to perform under the terms of this Agreement. Any
termination shall be by notice in writing and delivered as provided herein. For
termination by the Company to be effective, the notice must specify whether
Executive's termination is for cause or without cause, however, any such
specification is not dispositive. In the event that termination by the Company
is stated to be or finally determined to be without cause, there shall
immediately be due and payable from Company to Executive the amount of annual
salary due for the balance of the term of the contract together with such
further amounts that may be due under applicable state law, including interest
and vacation pay with such sum being deemed due and payable at the time of the
service of the notice of termination. Such sums shall be deemed liquidated
damages and shall be due and payable without consideration for Executive's
ability to obtain replacement employment.
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7. Disability or Death: In the event of Executive's disability,
Company shall have no further obligations to Executive. In the event of
Executive's death, this agreement shall automatically terminate and Company
shall pay to Executive's heirs, without setoff or defense, the greater of six
(6) month's salary or the amount of salary and other benefits remaining due and
owing under this Agreement. Any other payments upon the death of Executive shall
be subject to the terms and conditions of such other benefit plans and programs.
8. Arbitration: In the event that a dispute arises out of this
Agreement, either party may demand that the dispute be submitted to binding
arbitration of a single arbitrator selected under the Federal Arbitration Act
and the then-existing rules of the American Arbitration Association or such
similar national arbitration organization that may exist at the time of the
dispute. Failure of the Company to submit voluntarily to any demand for
arbitration hereunder shall be considered a breach of this Agreement. Any award
entered in the arbitration shall include a reasoned determination of which party
prevailed and shall include the reasonable attorney fees of the prevailing
party; however, the arbitrator shall have no authority to award punitive damages
or exemplary damages of any kind whatsoever.
9. Miscellaneous: Company shall indemnify and hold Executive
harmless from any and all claims and legal actions arising out of Executive's
employment, regardless of whether such claims and actions allege gross
negligence or intentional acts. This Agreement shall be construed and
interpreted under the laws of the state of residence of Executive at the time of
the legal action or arbitration requiring such construction or interpretation.
Executive's rights and duties under this Agreement are personal and not
assignable
IN WITNESS:
"COMPANY" "EXECUTIVE"
PETROL OIL AND GAS, INC. XXXXX XXXX
/s/ Xxxxxx X. Xxxx /s/ Xxxxx Xxxx
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By: Xxxxxx X. Xxxx Xxxxx Xxxx
Its: Chairman of the Board
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