GULFSTAR ENERGY CORPORATION
THIS AGREEMENT is effective as of the 1st. day of July 2010 between GulfStar
Energy Corporation, a Colorado Corporation (hereinafter referred to as
"Employer") and Xxxxxxx X. Xxxxx, a resident of Alabama (hereinafter referred to
as "Executive").
WHEREAS, Employer and Executive desire to formalize an Employment relationship
as outlined herein, effective as of July 1, 2010.
NOW THEREFORE, the parties for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged hereby agree as follows:
1. EMPLOYMENT. The Employer agrees to employ the Executive and the Executive
accepts such employment by the Employer on the terms and conditions set forth
herein.
2. TERM. This Agreement is effective as of the 1st. day of July, 2010 and the
term of the Executive's employment hereunder shall be for two years. That term
shall be extended automatically for additional 2-year periods beginning at the
expiration of the initial term, and every 2-year period thereafter, unless
either the Executive or Employer gives written notice to the other, at least
ninety (90) days prior to the beginning of each term, of such party's election
not to extend the terms of this Agreement, or unless this Agreement is otherwise
terminated as provided herein.
3. DUTIES. Employer shall employ Executive initially as President & Chief
Executive Officer of its subsidiary, Gulfstar Energy Group, LLC. or such other
job title during the term to perform such duties as are normal and customary in
the conduct of Employer's business. Executive will devote his best efforts to
implement and/or conduct the business of the Employer and make available to
Employer all of his professional and managerial knowledge and skill and such
portion of his time as may be required for the fulfillment of his duties.
Executive shall be furnished an appropriate office and the Employer shall
provide the necessary staff, equipment, computers, services, facilities,
furniture, and support for Executive to properly carry out and complete the
duties of his employment. Both Employer and Executive will maintain complete and
accurate records, reports and other documentation that is necessary for the
conduct of Employer's business.
As President & Chief Executive Officer of Gulfstar Energy Group, LLC., Executive
shall be responsible for all matters relating to the operation of Gulfstar
Energy Group, LLC.'s business.
4. COMPENSATION. Employer agrees to pay Executive no less than a Base Salary of
$300,000.00 per year. After such time as the Company has obtained not less than
$2 million in financing, Executive's Base Salary shall be no less than $360,000
per year.
In addition to the Base Salary, Executive shall be paid annually a bonus up to
15% of the Executive's Base Salary at the end of each fiscal year, on December
31. Said Bonus shall be based on the Executive's full annual stated Base Salary
at the time. The parties each acknowledge and agree that Gulfstar Energy Group,
LLC. shall pay the Base Salary to the Executive on a monthly basis.
5. BENEFITS. At its cost, Employer shall furnish to Executive comprehensive
medical health insurance, dental and vision insurance, disability income
insurances and other Such benefits at the level afforded the same level
Executives of the Employer. Executive shall be entitled to participate in any
Incentive Stock Option, employee stock purchase, option or bonus plan. Employee
shall be provided an automobile allowance in the amount of $1,200.00 per month.
Executive shall be entitled to four (4) weeks of paid vacation & sick leave
beginning the 1st and ending after the last calendar year of employment and for
each calendar year during the term of this Agreement. Vacation shall be at a
mutually agreed upon time, such agreement not to be unreasonably withheld. Said
vacation and sick leave shall be fully earned the first and last calendar years
of employment. If the Executive does not take the entire periods of vacation &
sick leave, unused portions may be carried over to the next year(s) or paid
(vacation fully & sick leave at 1/2) at the Executive's discretion. The
Executive shall be paid fully for any unused vacation and for 1/2 of unused sick
leave at the end of employment.
6. BUSINESS EXPENSES. Employer shall reimburse Executive for all reasonable and
necessary business expenses incurred by him in carrying out his duties under
this Employment Agreement so long as such expenses are properly documented in
accordance with the Employer's policies for expense reimbursement.
7. EMPLOYER RESOURCES. As a matter of convenience, Executive will have limited
use of Employer's resources for personal purposes, including long-distance
telephone, copy machine, vehicles, staff and such other resources as the parties
may agree. Employer will also furnish Executive with a mobile phone, personal
computer(s), fax for office and home use, and such other equipment as the
parties may agree in accordance with the Employer's usual practice.
8. Other Sources of Income/Earnings. The Employer understands that the Executive
has other sources of income and earning through Board Directorships,
consultancy, or positions in associations, companies, enterprises or ventures
where the Executive had or has an existing relationship; And that these
relationships will continue and that new and additional relationships and
sources of income may be established in the future. The Employer agrees that
these relationships and sources of income may continue as long as the Executive
fulfills his duties and responsibilities and as long as the Executive hereby
warrants that there is no current relationship that constitutes even the
perception of a conflict of interest or that would preclude the Executive from
the fulfillment of duties and responsibilities. The Executive further agrees not
to enter into any relationship where there is even the perception of a conflict
of interest or that would prevent the Executive from fulfilling duties and
responsibilities.
9. Termination. The following shall apply:
(a). Death. In the event of Executive's death during the Executive's employment
hereunder, the Executive's employment shall terminate on the date of his death.
It is understood by the parties that a disability and life insurance policy in
the amount of the Executive's compensation shall be provided and paid for by the
employer to continue the compensation of this agreement should the Executive
become disabled or die during the term of this agreement.
(b). Illness or Incapacity. If, during any term of this Agreement, Executive
shall become unable to perform his duties by reason of illness or incapacity,
then Employer, may, at its option, terminate this Agreement. In such event, the
notice period shall be not less than the applicable elimination period in any
employee disability plan of the Employer in which Executive participates. It is
agreed that the determination of illness or incapacity shall be made upon the
basis of qualified medical evidence and if, during the notice period, Executive
returns to work and is capable of carrying out his duties, then Employer's right
to terminate for illness or incapacity is suspended.
(c) For Cause. Upon thirty (30) days written notice, the Executive's employment
hereunder may be terminated without further liability on the part of the
Employer for Cause. Only the following shall constitute "Cause" for such:
(i) Conviction of a felony, a crime or moral turpitude or commission of an act
of embezzlement or fraud against the Employer or any subsidiary or affiliate
thereof:
(ii) Deliberate dishonesty of the Executive resulting in damages to the Employer
or any subsidiary or affiliate thereof;
(iii) Dereliction of duty, misfeasance or malfeasance; and
(iv) Any breach of Executive of this Agreement or any other agreement between
the Executive and the Employer.
(d) Good Reason. The Executive may terminate his employment hereunder with or
without Good Reason (as defined below) and he shall not be required to render
any further services to the Employer. In the event the Executive elects to
terminate with Good Reason, he shall give written notice of the event or
circumstances constituting Good Reason. The Executive must give written notice
to the Employer of his intent to terminate for Good Reason and offer the
Employer thirty (30) days in which to resolve the circumstances giving rise to
the notice. If such event or circumstances shall remain unremedied, the
Executive may then terminate his employment hereunder for Good Reason by further
written notice effective immediately. "Good Reason," for purposes of this
Agreement, shall be the breach by the Employer of any material provision of this
Agreement or the failure of Employer, its directors or officers while acting on
behalf of Employer, to comply with all applicable laws and government rules and
regulations.
(e) Set-Off. In accordance with 9 above, The Employer shall not be entitled to
any set off against any cash compensation to be provided to the Executive under
this Agreement, or any and all compensation received by the Executive while he
was also receiving compensation from any other employer, unless a Conflict of
Interest arises. In such case the Executive shall inform the Employer of any
such amounts of cash compensation pertaining to the conflict of interest and
shall refund to the Employer any related amounts paid by the Employer.
Should Executive terminate this with or without Good Reason, he agrees to assist
Employer for a period of time not less than thirty (30) days in order to effect
a smooth transition, unless otherwise requested by Employer.
If, during any term of this Agreement, Employer shall terminate this Agreement
for reasons, above, or Executive shall terminate this Agreement, retire or die,
whether at or prior to the end of the initial or any additional Term, then and
in that event, the sole payments to which Executive, his heirs, legatees and
legal representatives shall be entitled shall be paid to the Executive fully,
and thereafter Employer shall have no further obligations or liabilities
hereunder. However, if the Employer terminates this agreement for reasons other
than for Cause, the Employer shall pay the Executive the remainder of salary and
bonus that would have been earned through the second period of employment and
will provide benefits as if employed until the end of the second period and
thereafter only as required by law.
10. RESTRICTIONS. A separate Shareholder's Agreement has been signed by
Executive, the terms of which are incorporated herein by reference, and which
provides certain Restrictions.
11. NO CONFLICT. The Executive hereby represents and warrants that: (i) he is
not subject to any covenants against competition or similar covenants which
would prohibit or impede the performance of his obligations hereunder; (ii) the
execution of this Agreement and the performance of his obligations hereunder
will not cause him to breach or be in conflict with any other agreement to which
he is a party or by which he is bound; and (iii) the execution of this Agreement
and the performance of his obligations hereunder will not cause him to breach
any fiduciary or other duty. The Executive further covenants and agrees that
Executive shall not disclose to GulfStar, or induce GulfStar to use, any
proprietary information, knowledge or data properly belonging to any previous
employer or others. Executive further covenants and agrees not to enter into any
agreement or understanding, either written or oral, in conflict with the
provisions of this Agreement.
12. OFFICER & DIRECTORS INSURANCE. In addition to regular benefits provided
senior executives, Employer will provide and pay for Executive's O&D (Officers &
Directors) insurance at standard levels for similar commercial enterprises.
13. NOTICES. All communications and notices made pursuant to this Employment
Agreement shall be in writing and sent by certified mail, return receipt
requested, as follows:
(a) Executive: Xxxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxx, XX 00000
(b) Employer: GulfStar Energy Corporation
0000 Xxxxxxx Xxxxx
Xxxx Xxxx Xxxxx, XX 00000
Or such other address as is provided in writing to the other.
14. MODIFICATION. This Agreement may be amended only in writing, and mutually
executed by both parties to this Agreement. This Employment Agreement
constitutes the entire contract between the parties hereto with respect to
employment, and the parties shall not be bound in any manner related to
employment by any warranties, representations or guarantees, except as
specifically set forth in the Employment Agreement.
15. ASSIGNMENT. This Agreement shall be binding upon the parties hereto, their
respective heirs, legal representatives, successors, and assignees, but this
Employment Agreement may not be assigned by any party without the express
written consent of both parties. In the event of the merger or consolidation of
the Employer with any other corporation or corporations, or any other corporate
re-organizations involving Employer, this Agreement shall be assigned and
transferred to such Successor in interest and in such event Executive shall
continue to perform his duties and obligations pursuant to the terms of this
Agreement; however, Employer will remain liable as the Guarantor of the
obligations and duties of the Assignee Employer of this Agreement. Employer must
give the Executive ninety (90) days notice of the consummation of any such the
merger, consolidation or reorganization as set forth above. Executive reserves
the exclusive right to terminate his duties pursuant to this Employment
Agreement in the event of such by giving seven (7) days written notice to the
original Employer.
16. WAIVER. The waiver by the Employer or Executive of any breach of the
provisions of this Employment Agreement by either party shall not operate or be
construed as a waiver of any subsequent breach of the other.
17. SEVERABILITY. Invalidity, illegality, or unenforceability of any provision
shall not affect in any manner the other provisions contained herein, which
remain in full force and effect. It is the intent of and specifically
acknowledged by Executive and Employer that all Restrictive Covenants shall
survive termination of this Agreement.
18. Governing Law and Choice of Forum. This Agreement is a Colorado contract,
and shall be construed and enforced according to the laws of the State of
Colorado. In connection with any dispute arising under this Agreement, the
parties agree to submit themselves and all such disputes to the jurisdiction of
any state or federal court having subject matter jurisdiction of the dispute,
located in Colorado.
19. ENTIRE AGREEMENT. This Employment Agreement replaces and supersedes any
prior employment agreement between Executive and Gulfstar Energy Group, LLC and
contains the entire understanding between the parties, and may not be changed
orally, but only by agreement in writing signed by both parties hereto.
20. RIGHT TO INDEPENDENT COUNSEL. The Executive has reviewed the contents of
this Agreement and fully understands its terms. The Executive acknowledges that
he is fully aware of his right to the advice of counsel independent from that of
the Employer. The Executive further acknowledges that no representations have
been made with respect to the income or estate tax or other consequences of this
Agreement to him and that he has been advised of the importance of seeking
independent advice of counsel with respect to such consequences.
IN WITNESS WHEREOF, the parties hereunto have caused this Employment Agreement
to be executed as of the day and year stated herein.
GULFSTAR ENERGY CORPORATION Xxxxxxx X. Xxxxx
EMPLOYER EXECUTIVE
By: By:/s/Xxxxxxx Xxxxx
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Date: Date:
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