Exhibit 10.21
EMPLOYMENT AGREEMENT
This Agreement, made this 30th day of April, 2002 by and between Ivanhoe Energy
Inc., a Yukon corporation (hereinafter referred to as "Employer"), and Xxxxx
Xxxx Xxxxxx (hereinafter referred to as "Employee").
WITNESSETH:
Employer hereby agrees to continue the employment of Employee, and Employee
agrees to continue in the employ of and to work for Employer upon the following
terms and conditions:
1. Duties - Employee shall perform the duties of President, Chief
Executive Officers, and Director of the corporation, or shall serve in
such other capacity and with other duties for Employer as Employer
shall hereafter from time to time prescribe. In this regard, the
current duties and other duties which may be prescribed shall not
require Employee to relocate from his residence and primary work site
in Park City, Utah, without the consent of the Employee.
2. Term of Employment - The term of employment shall be for a period of
five (5) years (the "Term"), commencing on April 30, 2002, unless
terminated prior thereto in accordance with the provisions of this
Agreement.
3. Compensation
(a) Salary. For the services to be performed hereunder, Employee
shall be compensated by Employer at the rate of not less than
Three Hundred Thousand U.S. Dollars (U.S.$300,000 per year),
payable semimonthly, or on such other schedule as may be
mutually agreed between Employer and Employee.
(b) Cash Bonus. During each year of the Term, the Employee will
be eligible to receive a cash bonus as determined by the
Employer's Compensation Committee, based on such criteria as
the Compensation Committee may determine from time to time.
(c) Stock Bonus. During each year of the Term, the Employee will
be eligible to receive a non-cash bonus payable in common
shares of the Employer as determined by the Employer's
Compensation Committee, based on such criteria as the
Compensation Committee by determine from time to time,
subject to the terms of the Employer's Employees and
Directors Equity Incentive Plan.
4. Participation in Benefit Programs - Employee shall be entitled to
participate in any benefit programs generally applicable to employees
of Employer adopted by Employer from time to time.
5. Exclusivity of Services - Employee agrees to devote his full-time
exclusive services (except for personal investments) to Employer.
6. Termination
(a) Cause. Notwithstanding any other provisions hereof, the
Complyer will have the right to terminate this Agreement and
the Employee's employment hereunder by giving written notice
of termination to the Employee for any one of the following
reasons, each of which will constitute cause for termination:
(i) the Employee's failure to carry out his duties
hereunder in a competent and professional manner
(ii) the Employee's appropriation of corporate
opportunities for the Employee's direct or indirect
benefit or his failure to disclose any material
conflict of interest;
(iii) the Employee's plea of guilty to, or conviction of, an
indictable offence once all appeals (if any) have been
completed without such conviction having been
reversed;
(iv) the existence of cause for termination of the Employee
at common law resulting from, without limiting the
generality of the foregoing, graud, dishonesty,
illegality, breach of statute or regulation, or gross
incompetence;
(v) failure on the part of the Employee to disclose
material facts concerning his business interests or
employment outside of his employment by the Employer,
provided such facts related to the Employee's duties
hereunder;
(vi) refusal on the part of the Employee to follow the
reasonable and lawful directions of the Board;
(vii) breach of fiduciary duty to the Employer on the part
of the Employee;
(viii) material breach of this Agreement or gross
negligenceon the part of the Employee in carrying out
his duties under this Agreement; or
(ix) a declaration of bankruptcy on the part of the
Employee by a court of competent jurisdiction.
The Employee's failure to diligently perform his duties and
responsibilities under this Agreement will not constitute a cause for
termination under the provisions of this section in the event that such
failure is the direct result of any act or omission by any other person
or persons, providing that the Employee shall have acted diligently,
competently and in a professional manner.
In the event of the termination of this Agreement pursuant to the
provisions of this Paragraph, the Employee will not be entitled to
claim any compensation from the Employer with respect to such
termination.
(b) Incapacity. If Employee is materially incapacitated from
fully performing his duties pursuant to this Agreement by
reason of illness or other incapacity or
by reason of any statute, law, ordinance, regulation, order,
judgment or decree, Employer may terminate this Agreement by
written notice to Employee, but only in the event that such
conditions shall aggregate not less than one-hundred-twenty
(120) days during anyone contract year of the term of
employment.
(c) Without Cause. Either party may terminate this Agreement at
any time by not less than one year's prior written notice to
the other, provided however, that Employer may terminate the
employment of Employee without cause at any time, including a
time subsequent to giving such written notice referred to
above, and in such event Employer shall in lieu of continued
employment compensate Employee at the rate and in the manner
provided in Paragraph 3 above for a period after termination
equivalent to (i) one year, or (ii) until the expiration of
this Agreement, whichever of (i) or (ii) is shorter in time.
7. Confidential Information - Employee agrees that he will not divulge to
any person, no use to the detriment of Employer or any of its
subsidiaries, nor use in any business or process of manufacture
competitive with or similar to any business or process of manufacture
of Employer or any of its subsidiaries at any time during employment by
Employer. Employee agrees that at the time of leaving the employ of
Employer he will deliver to Employer and not keep or deliver to anyone
else any and all notes, notebooks, memoranda, documents and, in
general, any and all material relating to Employer's business.
8. Modification - This Agreement contains all the terms and conditions
agreed upon by the parties hereto, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement shall be
deemed to exist or bind either of the parties hereto. This Agreement
cannot be modified except in a writing signed by both parties.
9. Assignment - This Agreement shall be binding upon Employee, his heirs,
executors and assigns and upon Employer, its successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
/s/ Xxxxx Xxxxxx /s/ Xxxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxx, Chairman of the Board Xxxxxx X. Xxxxxxxxx, Vice Chairman
of Directors, Ivanhoe Energy Inc. of the Board of Directors
/s/ Xxxxx Xxxx Xxxxxx
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Xxxxx Xxxx Xxxxxx, Employee
