DATED January 1st 2006 Index Oil & Gas Ltd and Daniel L Murphy EMPLOYMENT AGREEMENT
Exhibit
10.1
DATED
January 1st 2006
Index Oil
& Gas Ltd
and
Xxxxxx X
Xxxxxx
1
CONTENTS
Clause
|
Heading
|
Page
|
1.
|
Definitions
|
1
|
2.
|
Appointment
|
2
|
3.
|
Term.
|
2
|
4.
|
Duties
|
2
|
5.
|
Hours
and place of work
|
3
|
6.
|
Remuneration
|
4
|
7.
|
Deductions.
|
4
|
8.
|
Expenses
|
5
|
9.
|
Holidays
|
5
|
10.
|
Sickness
benefits
|
5
|
11.
|
Pension
|
6
|
12.
|
Restrictions
on other activities by the Executive
|
6
|
13.
|
Confidential
Information and company documents
|
7
|
14.
|
Inventions
and other intellectual property
|
8
|
15.
|
Xxxxxxxxxxx
|
0
|
00.
|
Xxxxxxxxxxx
Xxxxxxxxx
|
00
|
00.
|
Data
Protection
|
12
|
18.
|
Notices
|
14
|
19.
|
Former
Agreements
|
14
|
20.
|
Change
of Control
|
14
|
21.
|
Garden
Leave
|
16
|
22.
|
Choice
of law and submission to jurisdiction
|
17
|
2
THIS
AGREEMENT is dated January 1st 2006 and is made BETWEEN:
(1) Index
Oil & Gas
Ltd (Index) whose registered office
is at Xxxxxxxx Xxxxx,
Xxxxx Xxxxxxx Xxxx, Xxxx XX 0 0XX XX (the "Company"); and
(2) Xxxxxx
X Xxxxxx, New Hextalls West, Hextalls Lane, Bletchingley Surrey XX0 0XX
(the "Executive")
IT IS
AGREED as follows:
1. Definitions
1.1 In
this Agreement unless the context otherwise requires:
(a) the
following expressions have the following meanings:
"associated
company" means an associated company (within the meaning
of section 416(1) Income and Corporation Taxes Act
1988) of the Company; the "Board" means the board
of directors for the time being of the Company and any
committee of the board of directors duly authorised by it.
"Confidential Information" shall mean technical data including
seismic, electric log, reports and
project interpretation including financial
analysis, details of customers and their requirements, the
prices charged to and terms of business with customers, customer data
bases, other customer information, business models, information
relating to arrangements with banks and other intermediaries,
marketing plans and sales
forecasts, financial information, results and
forecasts (save to the extent that these are included in published
audited accounts), any proposals relating to
the acquisition or disposal of
a company or business or any
part thereof or to any proposed expansion or contraction
of activities, details of employees and officers and of
the remuneration and other benefits paid to them,
information relating to research activities, inventions, secret
processes, designs, formulae and product lines, any information which
the Executive is told is confidential and
any information which has been given to
the Company or any
Group Company in confidence by
customers, suppliers or other persons. the "Employment" means the Executive's
employment under this Agreement
3
"Group Company"
and "Group" means the Company, its ultimate holding
company and any subsidiary or associated company of the Company or its ultimate
holding company; "subsidiary" and "holding company" have the meanings
given to them in section 736 of the Companies Xxx 0000 as amended;
(b) references to clauses, sub-clauses and schedules are
unless otherwise stated to clauses and sub-clauses of and
schedules to this Agreement;
(c) the headings
to the clauses are for convenience only and shall not
affect the construction or interpretation of this Agreement;
(d) any references, express
or implied, to statutes or statutory
provisions shall be construed as references to those statutes as
modified or amended from time to time.
2. Appointment
2.1 The
Company shall employ the Executive and the Executive agrees to act as
the Chairman of the Company's Board of Directors and
of the Remuneration Committee subject to the terms and
conditions specified in this Agreement.
2.2 The Executive represents and warrants that
he is not bound by or subject to any
court order, agreement, arrangement or undertaking
which in any way restricts or prohibits him
from entering into this Agreement or from performing his duties under
this Agreement.
3. Term
3.1 The Employment shall
commence on the later of the date hereof or the date a
finalised merger with or sale of the Company to a stock market
listed company occurs and, subject to
clauses 3.2 and 15, shall continue unless or
until terminated by either the Executive giving to the Company not
less than three months notice and the Company giving to
the Executive not less than six months notice in writing.
3.2 The
Employment shall terminate when the Executive reaches such age as the
Board shall determine is the appropriate retirement age for senior employees of
the Company.
3.3 The
Executive's period of employment will begin on January 1st 2006.
4. Duties
4.1 The Executive shall perform the duties of The Chairman of
the
Company's Board of Directors and of the Board's Remuneration
Committee.
4
4.2 The
Executive shall:-
(a) devote sufficient time
to carry out the duties assigned to him and which will allow
the Company's business plan to be executed in a timely
manner.
(b) faithfully and diligently serve the Company (and
all Group Companies);
(c) use
his best endeavours to promote and protect the interests
of the Company (and all Group Companies);
(d) obey
all reasonable and lawful directions given
to him by or under the authority of the Board;
(e) perform services for
and hold offices in
any Group Company without additional remuneration (except
as otherwise agreed);
(f) make
such reports to the Board on
any matters concerning the
affairs of the Company or any Group Company as
are reasonably required; and
(g) comply
with all relevant rules and regulations (as amended from
time to time) of
the OFEX Rule Book, London Stock Exchange
Limited (including the Model Code for Securities Transactions by
Directors of Listed Companies and
the AIM Rules) and of all
regulatory authorities relevant to
the Company and any Group Companies with which the
Executive is concerned.
4.3 The
Company may at its sole discretion transfer this Agreement to any
Group Company at any time with the consent of
the Executive which should not be unreasonably withheld.
5. Hours
and place of work
5.1 The Executive shall
work such hours as are necessary for the proper performance of his
duties which are estimated to be approximately 2.5 days per
week.
5.2 The
Executive's normal place of work will be the Company's offices in
London area, but the Company may require
the Executive to work from any of its current or
future premises. The Executive will
be given reasonable notice of any change in his
place of work. In the event that the Company and the Executive fail
to reach agreement on terms of transfer, then it is
not deemed to be
a material breach of this
contract.
5
5.3 If
the Executive's principal place of work is
changed to a location which is
outside reasonable commuting distance from
his home, the Company will reimburse his
reasonable removal costs, estate agents' and solicitors'
fees.
5.4 If
so required by
the Company, the Executive shall travel
to such places (whether in the United Kingdom or abroad) by such
means and on such occasions as the Company may from time to time
require.
6. Remuneration
6.1 The
Company shall pay to the Executive a salary of (pound)3,437.50 per month. (Refer
to Appendix I attached)
6.2 The Company will
make
all monies owed payable by direct credit
transfer in equal monthly instalments in arrears on the
last working day of each calendar month.
6.3 The
Executive's base salary will be reviewed on 31st July of each year and any
increase will include performance together with
a review of the cost of living as defined by the UK retail price
index.
6.4 The
Company may pay the Executive an annual bonus
of such amount as the Remuneration Committee
as appointed by the Board may determine based on any
agreed and in place performance scheme.
6.5 The remuneration specified in
clause 6.1 shall be inclusive of any fees to which
the Executive may be entitled as
a director of the Company or any Group
Company.
6.6 Payment
of salary and bonus to the Executive shall be made either
by the Company or by a Group Company and if by more than one
company, in such proportions as the Board may from time to time
determine.
6.7 The Company will put
in place Directors and Officers liability
insurance as soon as practical after you have
formally taken up your
role and will maintain such cover for the full term of your
appointment and any liability that may arise thereafter. The indemnity limit
will be (pound)5.5 million. A copy of the policy document shall be
provided upon receipt by the Company.
7. Deductions
For
the purposes of the Employment Rights Xxx 0000, the
Executive hereby authorises the Company to deduct from
his remuneration hereunder any sums
due from him to the Company including, without
limitation, any overpayments, loans or advances made to
him by the Company, the cost of repairing any
damage or loss to the Company's property caused by him and
any losses suffered by the Company as a result of any
gross negligence or breach of duty by the Executive.
6
8. Expenses
The Company shall reimburse the Executive in
respect of all expenses reasonably incurred by him in the proper
performance of his duties, subject to the Company's expense policy which may be
amended from time to time.
9. Holidays
9.1 The
Executive shall be entitled to receive his normal remuneration for bank
and public holidays normally observed in
UK and a further 30 working days' holiday in each holiday year (being
the period from 1st
January-31st December) all on a
pro rata basis of (actual days
worked/260. The Executive may only take his holiday at
such times as are agreed with the Board, which will not be unreasonably
withheld.
9.2 In the respective years in which the Employment commences or
terminates, the Executive's entitlement to holiday shall
accrue on a pro rata basis for each complete month of service during
the relevant year.
9.3 The
Executive may carry over a maximum up to 10 days vacation into the following
year but these must be used in the following calendar year.
9.4 On
termination of the Employment, the Company may either
require the Executive to take any unused
accrued holiday entitlement during any notice
period or make payment of lieu of that entitlement. Any payment in lieu or
deduction made shall be calculated on the basis that each
day of paid holiday is equivalent to 1/21 of
the Executive's monthly salary.
9.5 Subject
to clause 9.4 above, unless otherwise agreed with the
Board, failure to take holiday entitlement in
the appropriate holiday year will lead to forfeiture of
any untaken accrued holiday, without any right
to payment in lieu.
10. Sickness
benefits
10.1
The Company shall continue to pay the Executive's normal salary during any
period of absence on medical grounds up to a maximum of 6 weeks in any period of
12 months, provided that the Executive shall:
(a) notify
the Company by no later than 10 a.m. on the first day of
absence of the reason for his absence;
(b) complete
self-certification forms provided by
the Company in respect of any absence from work due to sickness or
incapacity;
(c) supply
the Company with medical certificates covering any period
of sickness or incapacity exceeding seven days (including
weekends); and
(d) if required, undergo at the Company's expense a medical
examination by a doctor appointed by the Company and, subject to the
Access to Medical Reports Xxx 0000, allow the Company access to any
medical report produced by such doctor.
10.2
Payment of
the Executive's salary pursuant to
clause 10.1 shall be inclusive of
any Statutory Sick Pay to which
the Executive may be entitled.
10.3
If the Executive's absence is caused by the actionable negligence of a third
party in respect of which damages are recoverable, then all sums paid by
the Company shall constitute loans
to the Executive, who shall:
(a) immediately
notify the Company of all the relevant circumstances and of any
claim, compromise, settlement or judgment made
or awarded in respect of it;
(b) if
the Company so requires, refund to the Company such sum as the Company may
determine, not exceeding the lesser of:
(i) the amount of damages recovered by him under such
compromise, settlement or judgment; and
(ii)
the sums advanced to him
in respect of the period of
incapacity.
11. Pension
The
Company will provide within the base
compensation package, subject to Board approval, a
financial amount which the Executive can use to invest in a private pension plan
of their choosing.
12. Restrictions
on other activities by the Executive
12.1 The Executive shall not (except with the prior sanction of a
resolution of the Board)
be directly or indirectly employed, engaged, concerned or
interested in any other business or undertaking, provided
that this shall not prohibit the
holding (directly or through nominees)
of investments listed on the London Stock Exchange or in
respect of which dealing takes place on
any recognised stock exchange as long as not more than
three per cent of the issued shares or
other securities of any class of any one
company shall be so held without the prior sanction of a resolution
of the Board.
7
12.2
The Executive shall comply with:
(a) every
rule of law;
(b) the
rules and regulations of the OFEX Rule Book and/or any other rules
and regulations which are applicable to him
from time to time; and
(c) every
regulation of the Company for the time being in force in relation to dealings in
shares or other securities of the Company or any Group Company.
12.3
The Executive shall not (and shall procure so far as he is
able that his spouse, infant children and other
connected persons, within the meaning of section 346
Companies Act 1985), deal or become or cease to be interested (within
the meaning of part I Schedule XIII Companies Act 1985) in
any securities of the Company, except in accordance with the
Company's code for securities transactions by directors.
12.4
Subject to any regulations issued by the Company, the Executive shall
not be entitled to receive or
obtain directly or indirectly any
discount, rebate or commission in
respect of any sale or purchase effected or other business
transacted (whether or not by him) by or on behalf of the Company or
any Group Company and if he (or any firm or company in which he
is interested) shall obtain any
such discount, rebate or commission he shall
account to the Company or the relevant Group Company for the
amount received by him (or a due proportion of
the amount received by such company
or firm having regard to the extent of his interest
therein).
13. Confidential
Information and company documents
13.1
The Executive shall neither during
the Employment (except in the
proper performance of his duties) nor at any
time (without limit) after the termination of the
Employment:
(a) divulge
or communicate to any person, company, business entity or other
organisation;
(b) use
for his own purposes or for any purposes other than those the Company
or any Group Company; or
(c) through
any failure to exercise due care and diligence, cause any unauthorised
disclosure of any trade secrets
or Confidential Information relating to the
Company or any Group Company or their clients, but so that these
restrictions shall cease to apply to any information which shall
become available to the public generally otherwise than
through the default of the Executive or which
the Executive is entitled to disclose under the
Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 or required
to disclose by law.
8
13.2
All notes, technical data including seismic, electric log,
reports and project interpretation including financial analysis,
memoranda, records, lists of customers and suppliers and
employees, correspondence, documents, computer
and other discs and tapes, data listings, codes, designs
and drawings and other documents and material whatsoever (whether made or
created by the Executive or otherwise) relating to the
business of the Company or any Group Company (and any copies of the
same):
(a) shall
be and remain the property of
the Company or the relevant Group Company;
and
(b) shall
be handed over by the Executive to the Company or to the
relevant Group Company on demand and in any event on the termination of the
Employment.
14. Inventions
and other intellectual property
14.1
The parties foresee that the Executive may make inventions
or create other intellectual property in
the course of his duties for the
Company and agree that in this respect
the Executive has a special responsibility to
further the interests of the Company and the Group
Companies.
14.2
Any invention, or improvement, design, process, information, copyright
work, trade xxxx or trade name or get-up made, created or
discovered by the Executive during the course
of his duties for the Company (whether capable
of being patented or registered or not and whether or not made or discovered in
the course of the Employment) in conjunction with or in any
way affecting or relating to
the business of any company in the Group
or capable of being used
or adapted for use therein or in connection therewith
shall forthwith be disclosed to the Company and
shall (subject to sections 39 to 43
Patents Act 1977) belong to and be
the absolute property of the Company or such
Group Company as the Company may direct.
14.3
The Executive if and whenever required so to do by the
Company shall at the expense of the Company or such Group Company as the Company
may direct:
(a) apply
or join with the Company or such Group Company in applying for
letters patent or other protection
or registration in the
United Kingdom and in any other part of the
world for any such invention, improvement, design, process, information, work,
trade xxxx, trade name or get-up aforesaid; and
(b) execute
and do all instruments and things necessary for vesting
the said letters patent or other protection or registration when
obtained and all right title
and interest to and in the same absolutely and
as sole beneficial owner in the Company or such Group
Company or in such other person as the Company may specify.
9
14.4
The Executive hereby irrevocably and unconditionally waives all rights under
Chapter IV Copyright, Designs and Patents Xxx 0000 in connection with
his authorship of any existing or
future copyright work in the course of
the Employment, in whatever part of the world
such rights may be enforceable including, without limitation:
(a) the
right conferred by section 77 of that Act to be identified as the author of any
such work; and
(b) the
right conferred by section 80 of
that Act not to have any such work subjected to derogatory
treatment.
14.5
The Executive hereby irrevocably appoints the Company to
be his Attorney in his name and on
his behalf to execute and do any
such instrument or thing and generally to use his name for
the purpose of giving to the Company the full benefit of
this clause. In favour of any third party a
certificate in writing signed by any Director or by
the Secretary of the Company that any instrument or act
falls within the authority hereby conferred shall be
conclusive evidence that such is the case.
14.6
Nothing in this clause shall be construed as restricting the rights of the
Executive or the Company under sections 39 to 43 Patents Xxx 0000.
15. Termination
15.1
The Employment shall be subject to termination by:
(a) by
the Company giving not less than six months notice in writing given
at any time while the Executive shall have been prevented
by reason of ill health or
accident from performing his duties under this
Agreement for a period of or periods aggregating 180 days
in the preceding 12 months;
(b) by
the Executive giving not less than
three months notice in writing given at any
time.
(c) by
summary notice in writing and without any entitlement to
pay in lieu of notice if the Executive shall have:
(i) been
guilty of an act of gross misconduct or committed any
serious breach or repeated or continued (after warning) any material
breach of his obligations under this Agreement; or
10
(ii)
been guilty of conduct which in
the opinion of the Board brings himself or
the Company or any Group Company into
disrepute; or
(iii)
provided false or misleading information to the Company in
respect of his suitability for the Employment or his
qualifications and experience; or
(iv)
become bankrupt or had an interim order
made against him
under the Insolvency Xxx 0000 or compounded with his
creditors generally; or
(v) failed
in the opinion of the Board to perform his duties to
a satisfactory standard, after
having received a written warning from
the Company and a period of 3 months in which
to remedy the performance issues raised by the Board
relating to the same; or
(vi)
been disqualified from holding any office which he holds in the
Company or any Group Company or resigns from such office without the prior
written approval of the Board; or
(vii)
been convicted of any criminal offence other than a minor
offence under the Road Traffic Acts for which a
custodial sentence is not imposed.
Any
delay by the Company in exercising such right of termination shall not
constitute a waiver thereof.
15.2
The Company (at its sole and absolute discretion) reserves
the right to terminate the Employment at any time and
with immediate effect by making
the Executive a payment in lieu of any notice
of termination (whether given by the Company or by the
Executive). For this purpose,
the Executive agrees that
the payment in lieu will consist of his
basic salary for the relevant period of notice
and will exclude any bonus and any
other emolument referable to
the Employment. For the avoidance of doubt, if the
Company terminates the Employment without notice other
than under clause 15.1(c) above and elects not to make a payment in
lieu of notice, the Executive may be entitled
to damages for breach of contract which shall be assessed
on the normal common law principles (including the
Executive's obligation to mitigate his loss) and
the Executive shall not be entitled to
enforce payment in lieu of notice as a contractual debt or liquidated
damages.
15.3
If (a) the Company in general meeting shall remove the Executive from
the office of director of the Company or (b)
under the Articles of Association for the time being of
the Company the Executive shall be obliged to retire by rotation or
otherwise and the Company in general meeting shall fail
to re-elect the Executive as a
director of the Company (either such case being referred to in this
clause 15.4 as an "Event"), then
the Employment shall automatically terminate with
effect from the date of the Event, but if
such termination shall be caused by any act or omission of
either party (and, for the avoidance of doubt,
an act or omission of the Company's shareholders shall be an act
or omission of
the Company for these purposes) without the
consent, concurrence or complicity of
the other, then such act or omission shall be deemed a breach of
this Agreement, and termination shall be without prejudice
to any claim for damages in respect of such breach.
15.4
On the termination of the Employment (howsoever arising) or on either
the Company or the Executive having served notice of such termination, the
Executive shall:
(a) at
the request of the Company resign from office as a director of
the Company and all offices held by him in any
Group Company, provided however that such resignation shall be
without prejudice to any claims which the Executive may have against the Company
or
any Group Company arising out of the termination of the
Employment; and
(b) forthwith deliver
to the Company all materials within the scope of
clause 13.2 and all
credit cards, motor-cars, car keys and
other property of or relating to the business of the
Company or of any Group Company which may be in his possession or
under his power or control, and if the Executive should
fail to do so the Company is hereby irrevocably authorised to appoint
some person in his name and on his behalf to sign any documents and
do any things necessary to give effect thereto.
15.5
On termination of the Employment (howsoever arising and whether lawful or
not) the Executive shall have
no rights as a result of this
Agreement or any alleged breach of this Agreement to any compensation
under or in respect of any share option or other long
term incentive scheme in which he
may participate or have received grants or
allocations at or before the date
the Employment terminates. Any
rights which he may have under such share option or
other scheme(s) shall be exclusively governed by the rules of such
scheme(s).
15.6
If the Executive shall have been offered but
shall unreasonably have refused to agree to the transfer
of this Agreement by way of novation to a company which
has acquired or agreed
to acquire the whole or substantially the whole
of the undertaking and assets of or of the
equity share capital of the Company, the Executive shall have no claim against
the Company in respect of the termination of
his employment hereunder by reason of
the subsequent voluntary winding-up of
the Company or of the disclaimer of this Agreement by the
Company within one month after such acquisition.
11
16. Restrictive
Covenants
16.1
For the purposes of clause 16.2 the following words have the following
meanings:
(a) "Banking
Partners" means any bank or other financial institution with which
the Company or any Group Company has
a relationship and which provide finance to
the Company in relation to Company and with which
the duties of
the Executive were concerned or
for which he was responsible during the 12 months
immediately preceding the Termination Date;
(b) "Customer" means
any person, firm, company or
other organization
whatsoever to whom or which the Company or any Group Company
distributed, sold or supplied Company during the 12 months immediately
preceding the Termination Date and with whom or
which, during such period:
(i) the Executive had personal dealings in the course of his
employment; or
(ii)
any employee who was under the direct or indirect supervision of
the Executive had personal dealings in
the course of his/her employment;
(c) "Prospective Customer" means any person, firm, company or
other organisation whatsoever with whom or which
the Company or any Group Company shall have
had negotiations or discussions regarding the
possible distribution, sale or supply of Company Products
during the six months immediately preceding the Termination Date and with whom
or which, during such period:
(i) the
Executive shall have had personal dealings in the course
of his employment by the Company; or
(ii)
any employee who was under the direct or indirect supervision of the
Executive shall have had personal dealings in the course
of his/her employment by the Company
(d) "Restricted Area"
means the geographical area constituting the market of the Company or
any Group Company for Company in the period of 12 months
prior to the Termination Date and with which the Executive was
materially concerned during the said period of 12 months:
(e) "Restricted Period" means the period
of three months immediately following the Termination
Date;
12
(f) "Termination
Date" means the date of termination of the Employment or, if the
Executive spends a period on Garden
Leave immediately before the termination of
the Employment, such earlier date on which Garden Leave
commences.
16.2
The Executive hereby undertakes with the
Company (for itself and as trustee for each Group Company) that he will not
during the Restricted Period without the prior written consent of the
Company (such consent not to
be unreasonably withheld) whether
by himself, through his employees or
agents
or otherwise howsoever and whether
on his own behalf or on behalf of any
other person, firm, company or other
organisation, directly or indirectly:
(a) in competition with
the Company or any Group Company within the Restricted Area, be
employed or engaged or otherwise interested
in the business of researching into, developing, selling,
supplying or otherwise dealing with Company;
(b) in competition with
the Company or any Group Company, solicit
business from or canvas any Banking Partner, Customer or
Prospective Customer if
such solicitation or canvassing is in respect
of Company;
(c) in competition with
the Company or any Group Company, accept
orders for Company from any Banking Partner, Customer or
Prospective Customer;
(d) solicit or
induce or endeavour to solicit or induce any person who on
the Termination Date was a
director, line manager, or other key employee
of the Company or any Group Company with whom the Executive had
dealings during his employment to cease working for or providing services to the
Company, whether or not any such person would thereby commit a breach of
contract;
(e) employ
or otherwise engage in the business of researching into,
developing, selling, supplying or otherwise dealing with Company any
person who was during the 12 months preceding the Termination
Date employed or otherwise engaged by the
Company or any Group Company and who by reason of such employment or
engagement is in possession of
any trade secrets or Confidential Information
relating to the business of the Company or any
Group Company or who has
acquired influence over its or their
banking partners, customers and
prospective customers (defined as in clauses
17.1
(a),
17.1(c) and 17.1(d), but so that references to the Executive shall be replaced
by references to the relevant employee).
13
17. Data
Protection
The
Company will hold details pertinent to
the Executive's employment on
file as part of
his personnel records, which may include sensitive
information. This information may be processed for administrative or
legal purposes or as required by the
Executive's continuing employment with the
Company.
18. Notices
18.1
Any notice or other document to be given under this Agreement shall be in
writing and may be given personally to
the Executive or to the
Company Secretary (as the case may be) or may be sent by
first class post or other fast postal service or by
facsimile transmission to, in the case of the Company, its
registered office for the time being and in the case of
the Executive either to
his address shown in this Agreement or to
his last known place
of residence. 18.2 Any such notice shall be deemed served
when in the ordinary course of the means of transmission it would
first be received by the addressee in normal business hours.
19. Former
Agreements
19.1
This Agreement shall be in substitution for any previous letters of
appointment, agreements or arrangements, whether written,
oral or implied, relating to the employment of the Executive.
19.2
The Executive hereby acknowledges that he has no outstanding claims of any kind
against any Group Company.
20. Change
of Control Arrangements
20.1
The Company has entered into a change of control clause, as outlined in Section
20 of this Employment Contract, with the named Executive officer. This change of
control clause will have an initial term until December 31st 2007 and which is
automatically extended for one year upon each anniversary, unless a notice not
to extend is given by the Company. If a change of control of
the Company (as defined below)
occurs during the term of the change
of control contract, then the change of
control clause becomes operative for
a fixed three-year period. The change
of control clause generally provide that
the executive's terms and conditions of
employment (including position, work location,
compensation and benefit) will not be adversely changed during the three-year
period after a change of control of the Company. If the
Company terminates the Executive's employment (other than
for cause, death or disability), the executive terminates for good
reason
during such three-year period, or,
in certain change of control
transactions, the executive terminates employment for
any reason during the 30-day period following the first anniversary
of the change of
control, and upon certain terminations prior to a change of control or in
connection with or in anticipation of a change of
control, the Executive is entitled to receive the following payment
and benefits of earned but unpaid compensation; Four (4) times the executive's
equivalent annual base compensation package as defined in clause 6.1. of this
Employment Contract and plus the annual bonus (based on historic annual
bonus].
14
The
change of control clause also provides for payment of all legal fees and
expenses incurred by the executive in enforcing any right or benefit provided by
the change of control clause, as defined in this Employment
Contract.
20.2
As a condition to receipt of these change of
control benefits, the executive must remain in the employ
of the Company and render services
commensurate with his or her position until the executive is
terminated pursuant to the provisions of the agreement. The executive
must also agree to retain
in confidence any and all confidential
information known to him
or her concerning the Company and its
business so long as the information is not otherwise publicly
disclosed.
20.3
In addition, pursuant to the Company's stock plans, upon a change of control of
the Company (as defined below):
[i]
All outstanding options and stock appreciation rights that are not vested and
exercisable become fully vested and exercisable;
[ii]
The restrictions on any outstanding restricted stock lapse and
[iii] If any performance-based restricted stock awards are
outstanding, they become fully vested and
the performance goals are deemed to be
earned unless otherwise provided in
the participant's award agreement.
20.4
For purposes of this change of control clause and the Company's stock
plans, a change of control is generally defined as:
(a)
Any individual, entity or group acquiring beneficial ownership of 30%
or more of either the outstanding shares of the
Company's common
stock or the combined voting power of the outstanding voting
securities of the Company entitled to vote generally for the election
of directors;
(b) Approval by the Company's stockholders of a
reorganization, merger or consolidation or sale or
other disposition of all
or substantially all of
the assets of the Company or the
acquisition of assets of another entity, unless following the business
combination
(i)
all or substantially all of
the beneficial owners of the
Company's outstanding common stock prior to the business
combination own more than 60% of the outstanding common stock of the
corporation resulting from the business combination;
(ii) no
person, entity or group owns 30%
or more of the outstanding voting securities of the
corporation resulting from the business combination; and
(iii) at least a majority of the board of the
corporation resulting from the business combination were members of
the Company's Board prior to the business combination; or
15
(c)
Approval by the Company's stockholders of a
complete liquidation or dissolution of the Company.
21 Garden
Leave
21.1
Despite any other provision in this Agreement the Company is under no
obligation to provide the Executive with work and may (if either party serves
notice to terminate the Employment or if the Executive purports to terminate the
Employment without due notice and the Company has not accepted that
resignation):-
(a) require
the Executive to perform:-
(i) only
a specified part of his normal duties, and no others:
(ii)
such duties as it may reasonably require, and no others: or
(iii)
no duties whatever; and (b) exclude the Executive from any premises
of any Group Company
21.2
During any period [not under any circumstances to exceed three
months] of Garden
Leave the Executive shall
[a] remain
an employee of the Company
[b] not [except as
a representative of the Company or
with the prior written approval of the Board] whether directly or indirectly,
paid or unpaid, be engaged or concerned in the conduct of any other
actual or prospective business or profession or be or
become employee, agent, partner, consultant or director of
any other company or firm or assist
or have any financial interest in any other such business or
profession.
[c] not
to have
any contact or communication with
any client or other business
contact, customer, employee, officer, director, agent
or consultant of the Company or any Group Company, except such
person[s] as the Board may direct.
[d] keep
the Company informed of his whereabouts so that he can be called upon
to perform any appropriate duties as required by the Company.
[e] if
the Company, so requests, resign from any office held by him in any Group
Company.
[f] continue to
receive his salary and all contractual benefits
in the usual way; and
[g] continue
to be bound by
his contractual and implied duties
of good faith and fidelity
22 Choice
of law and submission to jurisdiction
22.1
This Agreement shall be governed by and interpreted in accordance with laws of
the United Kingdom.
22.2
The parties hereby submit to
the jurisdiction of the United Kingdom but
this Agreement may be enforced by
the Company in any court of competent jurisdiction.
IN
WITNESS whereof this Agreement has been executed as a deed the day and year
first
above written.
EXECUTED
as a deed by INDEX OIL AND GAS Ltd.
and signed by two duly | ) Director | _________________________ | |
authorised officers on its behalf | ) | ||
)Director/Secretary | _________________________ | ||
EXECUTED and DELIVERED | ) | ||
as a deed by Xxxxxx X Xxxxxx | ) | ||
in the presence of: | ) |
Signature of Witness | ||
Occupation | ||
Name | ||
Address
|
||
16
Restated
and Amended Appendix I to Employment Agreement
Dated
4 March 2009
Between
Index
Oil & Gas Limited
and
Xxxxxx
Xxxxxx
Effective
Date of this amendment 1st
December 2008
1.1
|
The
Executive’s total annual salary remuneration is currently £52,189.00
(“annual salary”), for duties estimated to require three days working per
week.
|
1.2
|
This
total annual salary remuneration is divisible by 12 months to achieve a
monthly rate of £4,349.08 (“monthly
salary”).
|
1.3
|
Commencing
1st
December 2008 and for a period of three (3) months from the day and year
first written above, or to such other later date as provided for below in
Clause 1.7, the Executive’s salary shall be paid in two parts as
follows;
|
1.3.1
|
Part
1, an amount equal to seventy percent (70%) of monthly salary or £3,044.36
be paid monthly as cash less any appropriate taxes withholding for this
portion.
|
1.3.2
|
Part
2, an amount equal to thirty percent (30%) of monthly salary or £1,304.72
shall be paid in aggregate at the end of the 3 month period or at such
other later date as provided for below in Clause 1.7, as shares of common
stock in the affiliate parent company Index Oil and Gas Inc. and issuable
as a Stock Award under the 2008 Stock Incentive Plan, less any appropriate
withholding taxes for this portion.
|
1.4
|
The
Executive shall work such hours as currently contained in the most recent
previous amendment of the Executive’s Contract
terms.
|
1.5
|
In
addition, the Company’s pension contribution of 10% of the Executive’s
annual salary shall accumulate but payment be suspended for a period of
three (3) months or until such other later time as provided for below in
Clause 1.7. At the end of the payment suspension period, the amount will
be paid in aggregate as shares of common stock in the affiliate
parent company Index Oil and Gas Inc. and issuable as a Stock Award under
the 2008 Stock Incentive Plan, less any appropriate withholding taxes for
this portion.
|
17
1.7
|
At
the discretion of the Board of Directors, the terms provided for this
Contract amendment may be extended for up to a further three (3) month
period, one month at a time, and each monthly extension shall be subject
to the approval of a majority vote by a quorum of the Company’s Board of
Directors (the “Board”).
|
1.8
|
the
quantity of common stock to be awarded will be calculated as the monthly
USD value of foregone compensation and benefits, as calculated in Clause
1.6 above, divided by the average daily closing stock price for IXOG on
the OTC:BB during the relevant month the remuneration deferral
arrangements are in place. All Stock Awards will vest and be issuable,
subject to Index Board approval, on or as soon as practicable and no later
than 45 days after 1 March 2009 or after the first day of the month
following the last extended month, with the exception of the award related
to December 2008 which may be issued, at the discretion of the Board,
prior to March 15, 2009.
|
1.9
|
Upon
the issuance of the Shares to the Employee, the Company is authorized to
withhold a certain amount of Shares otherwise distributable to the
Employee under this Agreement in order to satisfy any and all federal,
state and local tax obligations with respect to the issuance of such
Shares, with such amount of shares to withhold being determined by month
as the USD amount of tax withholding for that month divided by the average
daily closing stock price for IXOG on the OTC:BB during that month, and as
used in Clause 1.8 above.
|
1.10
|
The
Stock Award will be forfeited in total if the employee gives notice of
termination of the Employment prior to the date of approval of the
issuance by the Board.
|
1.11
|
This
Amendment is automatically terminated on the later of 1.) three (3) months
from the Effective Date or 2.) such other later date as provided for in
clause 1.7 but in no case later than 31 May
2009.
|
1.12
|
If
any discrepancy arises between the terms of this amended agreement and the
terms of the 2008 Stock Incentive Plan, the terms of the 2008 Stock
Incentive Plan will override.
|
1.13
|
All
other contract terms and conditions remain
unchanged
|
IN WITNESS whereof to this
Agreement Amendment has been executed as a deed the day and year first above
written.
EXECUTED as a deed by INDEX OIL & GAS
Limited.
and signed by two duly | ) Director | ||
authorised officers on its behalf | ) | ||
)Director/Secretary | |||
EXECUTED and DELIVERED | ) | ||
as a deed by Xxxxxx Xxxxxx | ) | ||
in the presence of: | ) |
Signature of Witness | ||
Occupation | ||
Name | ||
Address
|
||
18
Restated
and Amended Appendix I to Employment Agreement
Dated
4 March 2009
Between
Index
Oil & Gas Limited
and
Xxxxxx
Xxxxxx
Effective
Date of this amendment 1st March
2009
1.1
|
The
Executive’s total annual salary remuneration is currently £52,189.00
(“annual salary”), for duties estimated to require three days working per
week.
|
1.2
|
This
total annual salary remuneration is divisible by 12 months to achieve a
monthly rate of £4,349.08 (“monthly
salary”).
|
1.3
|
Certain
amended remuneration terms have been effective from 1 December 2008 and
the Company has elected to extend the period of amended remuneration
terms. Commencing 1st
March 2009 and for a maximum period of three (3) months from the day and
year first written above, as provided for below in Clause 1.7, it is also
agreed the Executive’s salary shall be paid in two parts as
follows;
|
1.3.1
|
Part
1, an amount equal to fifty percent (50%) of monthly salary or £2,174.54
be paid monthly as cash less any appropriate taxes withholding for this
portion.
|
1.3.2
|
Part
2, an amount equal to fifty percent (50%) of monthly salary or £2,174.54
shall be paid in aggregate at the end of the applicable period under
Clause 1.7 below, as shares of common stock in the affiliate parent
company Index Oil and Gas Inc. and issuable as a Stock Award under the
2008 Stock Incentive Plan, less any appropriate withholding taxes for this
portion.
|
1.4
|
The
Executive shall work such hours as currently contained in the most recent
previous amendment of the Executive’s Contract
terms.
|
1.5
|
In
addition, the Company’s pension contribution of 10% of the Executive’s
annual salary shall accumulate but payment be suspended for the period as
applicable under Clause 1.7 below. At the end of the payment suspension
period, the amount will be paid in aggregate as shares of common stock in
the affiliate parent company Index Oil and Gas Inc. and issuable as a
Stock Award under the 2008 Stock Incentive Plan, less any appropriate
withholding taxes for this portion.
|
19
1.7
|
At
the discretion of the Board of Directors, the terms provided for this
Contract amendment may apply for a maximum of three (3) months, to be
decided on a month by month basis, and each monthly extension shall be
subject to the approval of a majority vote by a quorum of the Company’s
Board of Directors (the “Board”).
|
1.8
|
the
quantity of common stock to be awarded will be calculated as the monthly
USD value of foregone compensation and benefits, as calculated in Clause
1.6 above, divided by the average daily closing stock price for IXOG on
the OTC:BB during the relevant month the remuneration deferral
arrangements are in place. All Stock Awards will vest and be issuable,
subject to Index Board approval, on or as soon as practicable and no later
than 45 days after the end of the applicable period under Clause
1.7.
|
1.9
|
Upon
the issuance of the Shares to the Employee, the Company is authorized to
withhold a certain amount of Shares otherwise distributable to the
Employee under this Agreement in order to satisfy any and all federal,
state and local tax obligations with respect to the issuance of such
Shares, with such amount of shares to withhold being determined by month
as the USD amount of tax withholding for that month divided by the average
daily closing stock price for IXOG on the OTC:BB during that month, and as
used in Clause 1.8 above.
|
1.10
|
The
Stock Award will be forfeited in total if the employee gives notice of
termination of the Employment prior to the date of approval of the
issuance by the Board.
|
1.11
|
This
Amendment is automatically terminated at the end of the applicable period
in Clause 1.7 but in no case later than 31 May
2009.
|
1.12
|
If
any discrepancy arises between the terms of this amended agreement and the
terms of the 2008 Stock Incentive Plan, the terms of the 2008 Stock
Incentive Plan will override.
|
1.13
|
All
other contract terms and conditions remain
unchanged
|
IN WITNESS whereof to this
Agreement Amendment has been executed as a deed the day and year first above
written.
EXECUTED as a deed by INDEX OIL & GAS
Limited.
and signed by two duly | ) Director | ||
authorised officers on its behalf | ) | ||
)Director/Secretary | |||
EXECUTED and DELIVERED | ) | ||
as a deed by Xxxxxx Xxxxxx | ) | ||
in the presence of: | ) |
Signature of Witness | ||
Occupation | ||
Name | ||
Address
|
||
20