EMPLOYMENT AGREEMENT
THIS AGREEMENT dated November 15, 1997 is between Benz Energy, Ltd. and
its wholly owned subsidiary TEXSTAR PETROLEUM, Inc., (both referred to as the
"Company"), and Xxxxxx X. Xxxxxx ("Employee").
NOW THEREFORE, it is hereby agreed as follows:
1. EMPLOYMENT. The Company hereby employs Employee as the Senior
Vice-President and Chief Financial Officer of the Company and Employee hereby
accepts such employment and agrees to perform the services specified in
Section 4 below upon the terms and conditions hereinafter set forth.
Additionally, Employee would serve as a member of the Board of Directors of
the Company as well as a member of the Executive Committee. Employee
represents and warrants to the Company that Employee's employment hereunder
will not constitute a breach of, or default under, any contract or covenant
by which Employee is bound, and Employee agrees to indemnify the Company
against any expenses or losses suffered by the Company as a result of any
action arising out of any such contract or covenant.
2. TERM. The term of employment shall commence on the effective date
of this Agreement and continue for a period of 24 months or until terminated
pursuant to the provisions of Section 9; provided, however, no termination of
employment, howsoever caused, shall release Employee from the covenants
contained in Section 12 of this Agreement, which covenants shall survive the
termination of this Agreement.
3. COMPENSATION. For all services rendered by Employee under this
Agreement, the Company shall pay to Employee a salary of Eleven Thousand Two
Hundred and Fifty Dollars ($11,250.00) per month, payable in accordance with
the Company's standard payroll procedures ("Salary"). Employee's Salary shall
be subject to withholding for all applicable taxes and insurance premiums and
may be increased during the term of this agreement at the election of the
Company.
4. COMPENSATION - VARIABLE. Employee shall be granted and fully vested
in 300,000 shares of options of Benz Energy Ltd. on the first day of
employment. Such options shall have a term of three years from the grant
date. Additionally, Employee shall be granted an additional 100,000 shares
when the share price reaches $4.00 per share for a 30 day trading period. If
Employee elects to terminate employment prior to the end of the two (2) year
term as discussed in paragraph 11(c) below, any unearned options shall
terminate and any options not exercised shall terminate with ninety (90) days
from the date of termination. However, if Employee leaves the Company after
two (2) years then such option shares shall terminate after the first three
years of this Agreement. All unearned option shares shall terminate. Such
option shares will not terminate if Employee leaves the Company after the
first three years. Also, Employee shall be paid a signing bonus of $110,000
on the first day of employment. Finally, a bonus plan will be instituted,
wherein the Company will pay a bonus to Employee based on a percentage of the
gross revenue and a percentage of net income as audited on a quarterly basis
by the Company's
auditors. The goal would be that Employee would receive on an annual basis a
bonus equal to one to two times the annual compensation in paragraph 2 above.
5. DUTIES. During the term of this Agreement, as Senior
Vice-President and Chief Financial Officer of the Company, Employee agrees to
be responsible for the daily execution of the Companies financial operations.
Employee also shall perform such duties as are normally incident to that
position and shall perform such other duties and responsibilities as may be
prescribed from time to time by the board of directors of the Company.
6. EXTENT OF SERVICE. Employee shall devote Employee's entire time,
attention, and energies to the business of the Company and shall not during
the term of this Agreement be engaged in any other business activity, if
pursued for gain, profit, or other pecuniary advantage. The foregoing shall
not be construed as preventing Employee from making investments, provided
such investments do not require any material services on the part of the
Employee. Additionally, during the term of the Employee's employment with the
Company, Employee shall not invest in, be employed by, or otherwise be
associated or affiliated with any company or business that is in competition
with the Company. This latter condition shall not include normal investments
in other companies in which the Employee is not active in the management of
such company.
7. WORKING FACILITIES. The Company shall furnish such office
facilities, supplies, secretarial help, and other facilities and services
suitable to Employee's position and adequate for the performance of
Employee's duties hereunder. The Company will provide Employee with one (1)
parking space in the parking garage used by the Company; or at Employee's
option, Employee may elect to receive the amount of the monthly parking fee
in cash and make his own parking arrangements.
8. FRINGE BENEFITS. Employee shall be entitled to such group
insurance, 401K Plan and other fringe benefit programs as are established
for the other executive employees of the Company, on the same basis as such
other employees are entitled thereto, it being understood that the
establishment, termination, or change of such programs shall be at the sole
discretion of the board of directors of the Company. Notwithstanding, the
foregoing, Employee shall have the option (exercisable by written notice to
the Company) to waive participation in the Company's group insurance program
and receive a monthly premium otherwise applicable to Employee, in which
event Employee shall be responsible for obtaining his own insurance coverage.
Company shall reimburse Employee any dental costs incurred prior to the
inclusion of a dental plan as part of the Company's group insurance program.
9. EXPENSES. Employee is authorized to incur reasonable expenses in
the performance of his duties and the promotion of the business of the
Company, including expenses for business entertainment, travel, basic
cellular phone monthly fees and business calls, and similar items, subject,
however, to the Company's standard expense reimbursement policies. The
Company will reimburse Employee for all such expenses upon the presentation
by Employee of an itemized account of such expenditures in a timely manner.
10. VACATION AND SICK LEAVE. Employee shall be entitled to four (4)
weeks annual vacation which shall be used (non-cumulative) during each
calendar year. Employee shall be
entitled to five (5) days annual sick leave which shall accumulate if not
completely taken during each calendar year.
11. TERMINATION. Employee's employment with the Company shall be
terminated upon the first of the following events to occur:
(a) DISABILITY. If Employee is unable to perform Employee's
services by reason of illness or incapacity and the board of
directors of the Company determines Employee to be disable,
Employee shall receive the full monthly Salary provided in
Section 3 hereof for a period of three (3) months following the
date of disability (as determined by the board of directors of
the Company), plus any amounts paid under disability or
hospitalization plan initiated and maintained by the Company,
and a proration of Employee's Commissions, at which time this
Agreement shall automatically terminate and the Company shall
have no further obligations to Employee.
(b) DEATH. If Employee dies during the term of this
Agreement, the Company shall pay to Employee's executors or
administrators the monthly Salary for the month in which
Employee dies, together with any fringe benefits which may be
provided by the Company in accordance with Section 7 hereof,
and a proration of Employee's Commissions after which this
Agreement shall automatically terminate and the Company shall
have no further obligations to Employee's estate or heirs.
(c) NOTICE BY EMPLOYEE. After the first two (2) years, this
Agreement may be terminated by Employee without cause, upon 30
days advance written notice from Employee to Company. Unless
otherwise agreed to by the Company and Employee, Employee's
employment responsibilities and compensation shall continue
until the end of the notice period, at which time the Company
shall have no further obligations to Employee. However, if
Employee determines to leave the Company prior the end of
the two (2) year term, any unearned options shall terminate and
any options not exercised shall terminate.
(d) WITH CAUSE. The Company may terminate Employee's
employment without advance notice for "cause", with no
further obligation to Employee under this Agreement other
than the payment of Salary only accrued through the
termination date. The term "cause" as used herein shall
mean any of the following, each as determined by the board
of directors of the Company: (i) Employee's conduct which
constitutes an act of fraud, theft, dishonesty, or
violation of any statutory or common law duty of loyalty
to the Company, (ii) Employee's conviction of a felony or
any crime of moral turpitude, (iii) Employee's grossly
negligent actions or omissions or willful refusal to
discharge the duties assigned by the board of directors of
the Company to Employee hereunder, or (iv) Employee's
unreasonable absence from employment without excuse or
justification.
(e) WITHOUT CAUSE. The Company may terminate Employee's
employment upon thirty (30) days advance written notice
from the Company to Employee. Unless otherwise agreed to
in writing, in such event Company shall pay to Employee
the remaining amount of Employee Salary accrued or
otherwise to be paid throughout the remainder of the Term
of this Agreement provided that the remaining amount shall
be no less that twelve (12) months of Employee's Salary.
In the event such Termination is due to a change of control
of the Company, the minimum remaining amount shall be equal
to twenty-four (24) months of Employee's Salary. Termination
with cause shall be deemed to have occurred in the event
Employee's Salary is reduced, Employee's position or
responsibilities are materially reduced or Employee is
required by the Company to move outside of Houston.
12. DISCLOSURE OF CONFIDENTIAL INFORMATION. Employee recognizes and
acknowledges that Employee will have access to certain confidential information
of the Company and that such information constitutes valuable, special, and
unique property of the Company. Employee agrees that during and after the
termination of this Agreement, howsoever the termination is accomplished,
Employee will not disclose to any person, firm, corporation, association, or
other party, any information, knowledge, data, or customer list relating to
the Company's business, work, customers, or clientele. All files records,
documents, data, and similar items relating to the business, customers, and
clientele of the Company, including, but not limited to customer lists,
geological data, computer data base information, and prospect lists (whether
prepared by Employee or otherwise) shall be and remain the exclusive
property of the Company upon the termination of this Agreement. In the
event of a breach or threatened breach by Employee of the provisions of this
Section 10, the Company shall be entitled an injunction restraining Employee
from disclosing, in whole or in part, such confidential information. Nothing
herein shall be construed as prohibiting the Company from pursuing any other
remedies available to it for such breach or threatened breach, including the
recovery of damages from Employee.
13. ARBITRATION. Any unresolved dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by
arbitration, conducted before a panel of three (3) arbitrators in Houston,
Texas, in accordance with the rules of the American Arbitration Association
then in effect. The arbitrators shall not have the authority to add to,
detract from, or modify any provision hereof nor to award punitive damages to
any injured party. The arbitrators shall have the authority to determine
whether Employee was terminated without disability or good cause, as defined
in Section 9(a) and 9(d), respectively, or that Company or Employee has
otherwise materially breached this Agreement. A decision by a majority of
the arbitration panel shall be final and binding. Judgment may be entered on
the arbitrators' award in any court having jurisdiction. The direct expense
of any arbitration proceeding shall be borne by Company.
14. MISCELLANEOUS.
(a) Any notice required or desired to be given under this
Agreement shall be deemed given if in writing sent by certifies
mail: (a) to Employee's residence in
the case of Employee, or (b) to the principal office of the
Company in the case of the Company.
(b) The waiver by the Company of a breach of any provisions of
this Agreement by Employee shall not operate or be construed as
a waiver of any subsequent breach by Employee. No waiver shall
be valid unless in writing and signed by Company.
(c) This Agreement contains the entire understanding of the
parties and may not be amended except by a writing signed by
both parties and may not be amended except by a writing signed
by both parties.
(d) This Agreement shall be binding upon the parties to this
Agreement and their heirs, executors, administrators, successors,
and assigns. The Company may not assign its obligations hereunder
except by operation of law. Employee may not assign Employee's
duties hereunder.
(e) This Agreement shall be subject to and governed by the
laws of the State of Texas.
(f) The invalidity or unenforceability of any provision herein
shall not affect the validity or enforcement of any other
provision.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMPANY:
Benz Energy, Ltd.
By: XXXXXXX X XXXXXXXXX, XX.
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Xxxxxxx X. Xxxxxxxxx, Xx.
Chairman and CEO
EMPLOYEE:
XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
