EXECUTIVE AGREEMENT
Exhibit 10.4
This Executive Agreement ("Agreement") is made and entered into on this 1st day of July, 2013 by and
between Allied Resources, Inc., of 0000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 (the "Company"),
and Xxxxxxxx Xxxxxxxx (hereinafter, the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive serves as Chief Executive Officer, Chief Financial Officer and Principal
Accounting Officer of the Company.
WHEREAS, the Executive possesses intimate knowledge of the business and affairs of the Company, its
policies, methods and personnel;
WHEREAS, the Board of Directors of the Company recognizes that the Executive will contribute to the
growth and success of the Company, and desires to assure the Company of the Executive's continued
engagement and to compensate him therefore;
WHEREAS, the Board has determined that this Agreement will reinforce and encourage the Executive's
continued attention and dedication to the Company;
WHEREAS, the Executive is willing to make his services available to the Company on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged,
the Company and the Executive hereby agree as follows:
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto covenant and agree as follows:
1.
AGREEMENT TERM. The term of this Agreement shall be five (5) years beginning on July 1,
2013, and ending on June 30, 2018 (the “Term”), unless terminated sooner pursuant to the termination
provisions herein contained.
2.
POSITION AND DUTIES OF ENGAGEMENT.
a.
Executive Duties and Title. The Company hereby engages Executive to continue to act as
the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer of the Company,
pursuant to the terms hereof, and Executive hereby accepts such engagement. Executive’s duties and
responsibilities generally shall be those customarily undertaken by executives of companies engaged in
enterprises in which the Company is engaged, including but not necessarily limited to, general
management and operations, responsibility for finance, administration, and human resources. The Board
may add, delete or otherwise alter Executive’s duties and responsibilities, provided the Board shall make
all assignments of duties and responsibilities in good faith and shall not materially alter the general
character of the work to be performed by Executive, who shall perform such duties and discharge such
responsibilities as directed by the Board in a good and businesslike manner. Executive’s duties shall be
governed by such policies and procedures adopted by the Company from time to time that provide for the
orderly administration of the workplace.
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Exhibit 10.4
b.
Performance. During the Term, Executive shall (i) devote sufficient time to the business
of the Company; (ii) faithfully serve the Company; (iii) in all respects conform to and comply with the
lawful and reasonable directions and instructions given by the Board in accordance with the terms of this
Agreement; and (iv) use reasonable business efforts to promote and serve the interests of the Company.
Notwithstanding the foregoing, provided the following does not interfere with Executive’s ability to
perform his duties under this Agreement, Executive may (i) participate in outside business activities for
remuneration; (ii) participate in the activities of professional trade organizations related to the business of
Company or its affiliates; (iii) engage in personal investing activities; and (iv) devote reasonable amounts
of time to civic, social, community, charitable or religious pursuits.
3.
COMPENSATION AND BENEFITS.
a.
Base Executive Fee. The Company shall pay Executive an annual base fee of One
Hundred and Twenty Thousand and No/100 Dollars ($120,000.00), which shall be payable monthly as it
accrues, or at such other intervals as Company and Executive may hereafter from time to time agree in
writing. Further, the Company agrees to review Executive’s base fee and increase the amount payable
commensurate with an increase in net pre-tax profits over the Term of the Agreement.
b.
Annual Bonus. On each anniversary of the beginning of the Term, the Company, at its
sole discretion, shall pay Executive an annual bonus in an amount to be determined by the Board.
c.
Stock Options. Executive shall be granted options to purchase Five Hundred Thousand
(500,000) shares of the Common Stock of the Company, which shall vest as indicated on the schedule set
forth in Exhibit A attached hereto.
All stock options described herein shall be granted in accordance with the terms and conditions of the
Company’s 2013 Stock Option Plan. Notwithstanding anything to the contrary herein, or in any other
document or agreement between the Company and Executive, each such stock option granted to
Executive shall have an exercise price that is not less than the fair market value of the Company’s
Common Stock on the date of grant.
All stock options described herein shall be granted in accordance with the terms and conditions of the
Company’s 2013 Stock Option Plan. Notwithstanding anything to the contrary herein or in any other
document or agreement between the Company and Executive, each stock option granted to Executive
shall have an exercise price that is not less than the fair market value of the Company’s Common Stock
on the date of the grant.
d.
Expenses. The Company shall reimburse Executive for all reasonable travel,
entertainment and out-of-pocket expenses incurred by Executive in the course and scope of authorized
Company business regardless of when incurred.
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Exhibit 10.4
4.
TERMINATION OF AGREEMENT.
a.
By Company Without Cause. During the Term:
(i)
The Company may terminate Executive’s engagement at any time without cause
upon ninety (90) days written notice.
(ii)
(iii)
(iv)
(i)
The Company may terminate the Executive’s engagement at any time
without cause upon ninety (90) days written notice.
(ii)
In the event the Company terminates Executive’s engagement during the Term
without cause pursuant to this article 4.a.(i), any stock options not vested in accordance with
Exhibit A will automatically vest and Executive shall have twenty four (24) months in which to
exercise vested stock options. Any remaining stock options that have not been exercised at the
end of said twenty four (24) months shall expire.
(iii)
In the event the Company terminates Executive’s engagement during the Term
without cause pursuant to article 4.a.(i), the Company shall pay Executive an amount equal to
twenty four (24) months of Executive’s then base fee plus any unpaid reimbursable expenses, and
any earned but unpaid annual bonus.
(ii)
In the event the Company terminates Executive’s engagement
during the Term without cause pursuant to article 4.a.(i), any stock options not
vested in accordance with Exhibit A will automatically vest and Executive shall
have twenty four (24) months in which to exercise vested stock options. Any
remaining stock options that have not been exercised at the end of said twenty
four (24) months shall expire.
(iii)
In the event the Company terminates Executive’s engagement during the Term
without cause pursuant to article 4.a.(i), the Company shall pay Executive an amount equal to
twenty four (24) months of Executive’s then base fee plus any unpaid reimbursable expenses, and
any earned but unpaid annual bonus.
b.
By the Company With Cause.
(i)
The Company may terminate Executive’s engagement at any time for cause.
(ii)
(iii)
(i)
The Company may terminate Executive’s engagement at any time for
cause. (i)
The Company may terminate Executive’s engagement at any
time for cause. (i)
The Company may terminate Executive’s engagement at
any time for cause. (i) The Company may terminate Executive’s engagement at
any time for cause.
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Exhibit 10.4
(ii)
The term “cause” shall mean (1) Executive’s material failure, neglect or refusal
to perform any duties, responsibilities or obligations specifically described in or assigned to him
under article 2 of this Agreement; (2) any willful or intentional act of Executive that has the effect
of substantially injuring the reputation or business of the Company or any of its affiliates and any
of their respective affiliates; (3) use of illegal drugs by Executive or repeated drunkenness; (4) a
plea of nolo contendre, admission of guilt or conviction of Executive by a court of competent
jurisdiction for the commission of (A) a felony or (B) a misdemeanor involving moral turpitude;
(5) an act of fraud or embezzlement or material dishonesty by Executive against the Company or
any other person or entity; (6) other violations of policies adopted by the Company that provide
for the orderly administration of the workplace; or (7) during the Term, any material violation of
a covenant described in article 5 of this Agreement.
(iii)
Company shall give Executive written notice of the Company’s intention to
terminate Executive’s engagement for cause under article 4.b.(i) (the “Cause Notice”). The Cause
Notice shall state the particular action(s) or inaction(s) giving rise to cause for termination. If the
cause for termination is capable of cure, Executive shall have a reasonable time not to exceed
thirty (30) days after a Cause Notice is communicated pursuant to article 7.a. to perform or
correct performance of the particular duties, responsibilities or obligations described in the Cause
Notice. If Executive performs and continues to perform as required, the Company shall not
terminate Executive’s engagement for cause based upon the reasons stated in the Cause Notice.
(iv)
Upon termination by the Company for cause, Executive shall be entitled only to
accrued and unpaid compensation and benefits unreimbursed expenses and earned but unpaid
bonuses as defined in article 3 of this Agreement through the date of termination, and any rights
and benefits to which Executive is entitled at law. Any stock options that have not vested at the
time of termination of Executive for cause shall expire, and Executive shall have twelve (12)
months from the date of termination to exercise any vested stock options, after which time, such
vested options shall expire.
(ii)
The term “cause” shall mean (1) Executive’s material failure, neglect or refusal
to perform any duties, responsibilities or obligations specifically described in or assigned to him
under article 2 of this Agreement; (2) any willful or intentional act of Executive that has the effect
of substantially injuring the reputation or business of the Company or any of its affiliates and any
of their respective affiliates; (3) use of illegal drugs by Executive or repeated drunkenness; (4) a
plea of nolo contendre, admission of guilt or conviction of Executive by a court of competent
jurisdiction for the commission of (A) a felony or (B) a misdemeanor involving moral turpitude;
(5) an act of fraud or embezzlement or material dishonesty by Executive against the Company or
any other person or entity; (6) other violations of policies adopted by the Company that provide
for the orderly administration of the workplace; or (7) during the Term, any material violation of
a covenant described in article 5 of this Agreement.
(iii)
Company shall give Executive written notice of the Company’s intention to
terminate Executive’s engagement for cause under article 4.b.(i) (the “Cause Notice”). The Cause
Notice shall state the particular action(s) or inaction(s) giving rise to cause for termination. If the
cause for termination is capable of cure, Executive shall have a reasonable time not to exceed
thirty (30) days after a Cause Notice is communicated pursuant to article 7.a. to perform or
correct performance of the particular duties, responsibilities or obligations described in the Cause
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Exhibit 10.4
Notice. If Executive performs and continues to perform as required, the Company shall not
terminate Executive’s engagement for cause based upon the reasons stated in the Cause Notice.
(iv)
Upon termination by the Company for cause, Executive shall be entitled only to
accrued and unpaid compensation and benefits unreimbursed expenses and earned but unpaid
bonuses as defined in article 3 of this Agreement through the date of termination, and any rights
and benefits to which Executive is entitled at law. Any stock options that have not vested at the
time of termination of Executive for cause shall expire, and Executive shall have twelve (12)
months from the date of termination to exercise any vested stock options, after which time, such
vested options shall expire.
c.
Termination of Engagement by Executive.
(i)
At any time during the Term, Executive may terminate his engagement, with or
without good reason, by giving sixty (60) days prior written notice of termination to the Company
pursuant to article 7.a.
(ii)
The term “good reason” shall mean the occurrence of any of the following
events: (1) Company shall fail to pay Executive any compensation or benefits due under this
Agreement and such failure shall not be remedied within ten (10) days after receipt of written
notice from Executive specifying such failure; or (2) Company shall materially breach any other
provision of this Agreement and such breach shall not be remedied within a reasonable time after
receipt by Company of written notice from Executive specifying such breach.
(iii)
In the event Executive terminates his engagement with good reason during the
Term, any stock options not vested in accordance with Exhibit A will automatically vest and
Executive shall have twenty four (24) months in which to exercise those and any remaining
unexercised stock options. Any remaining stock options that have not been exercised at the end
of twenty (24) months shall expire.
(iv)
Executive shall give written notice to the Company of his intention to terminate
his engagement for good reason under article 4.c. (i) (the “Good Reason Notice”). The Good
Reason Notice shall state the particular action(s) or inaction(s) giving rise to good reason for
termination. Company shall have a reasonable time, not to exceed thirty (30) days after a Good
Reason Notice is given, to perform or correct performance of the particular duties action(s) or
inaction(s) described in the Good Reason Notice. If Company reasonably corrects performance of
the action(s) or inaction(s) described in the Good Reason Notice, then Company shall not
terminate Executive’s engagement for good reason based upon the reasons stated in the Good
Reason Notice.
(v)
In the event Executive voluntarily terminates his engagement without good
reason at any time during the Term, he shall be entitled to the compensation, benefits,
unreimbursed expenses and earned but unpaid bonus as defined in article 3 of this Agreement
through the date of termination, and any rights and benefits to which Executive is entitled at law.
Any stock options that have not vested at the time Executive voluntarily terminates without good
reason shall expire, and Executive shall have twenty four (24) months from the date of
termination to exercise any vested options, after which time, such vested options shall expire.
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Exhibit 10.4
(i)
At any time during the Term, Executive may terminate his engagement, with or
without good reason, by giving sixty (60) days prior written notice of termination to the Company
pursuant to article 7.a.
(ii)
The term “good reason” shall mean the occurrence of any of the following
events: (1) Company shall fail to pay Executive any compensation or benefits due under this
Agreement and such failure shall not be remedied within ten (10) days after receipt of written
notice from Executive specifying such failure; or (2) Company shall materially breach any other
provision of this Agreement and such breach shall not be remedied within a reasonable time after
receipt by Company of written notice from Executive specifying such breach.
(iii)
In the event Executive terminates his engagement with good reason during the
Term, any stock options not vested in accordance with Exhibit A will automatically vest and
Executive shall have twenty four (24) months in which to exercise those and any remaining
unexercised stock options. Any remaining stock options that have not been exercised at the end
of twenty (24) months shall expire.
(iv)
Executive shall give written notice to the Company of his intention to terminate
his engagement for good reason under article 4.c. (i) (the “Good Reason Notice”). The Good
Reason Notice shall state the particular action(s) or inaction(s) giving rise to good reason for
termination. Company shall have a reasonable time, not to exceed thirty (30) days after a Good
Reason Notice is given, to perform or correct performance of the particular duties action(s) or
inaction(s) described in the Good Reason Notice. If Company reasonably corrects performance of
the action(s) or inaction(s) described in the Good Reason Notice, then Company shall not
terminate Executive’s engagement for good reason based upon the reasons stated in the Good
Reason Notice.
(v)
In the event Executive voluntarily terminates his engagement without good
reason at any time during the Term, he shall be entitled to the compensation, benefits,
unreimbursed expenses and earned but unpaid bonus as defined in article 3 of this Agreement
through the date of termination, and any rights and benefits to which Executive is entitled at law.
Any stock options that have not vested at the time Executive voluntarily terminates without good
reason shall expire, and Executive shall have twenty four (24) months from the date of
termination to exercise any vested options, after which time, such vested options shall expire.
d.
Termination of Engagement by Reason of Death. If Executive shall die during the Term,
this Agreement shall terminate automatically as of the date of death, and Company shall pay to
Executive’s estate (i) the compensation and benefits under article 3, which would otherwise be payable to
Executive up to the end of the month in which death occurs, and, to the extent applicable, (ii) any
insurance or insurance proceeds, vested death benefits, compensation for accrued vacation or leave time,
(iii) any unpaid bonus for the prior fiscal period, and (iv) an amount equal to one (1) year of Executive’s
then base fee. In addition, any stock options held by Executive at the time of his death shall be treated in
accordance with the Company’s Stock Option Plan.
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Exhibit 10.4
5.
CONFIDENTIALITY.
a.
Nondisclosure of Confidential Information. Executive will have access to Confidential
Information (defined below) during his engagement with Company. Except pursuant to his engagement
hereunder, or as required to be disclosed by any law, regulation or order of any court or regulatory
commission, department or agency, Executive shall not use or disclose to any person or entity during the
Term or at any time thereafter, any Confidential Information of Company.
(i)
“Confidential Information” shall include all information regarding Company’s
(or any of its affiliate’s) customers, vendors, suppliers, trade secrets, training programs, manuals
or materials, technical information, seismic data, contracts, systems, procedures, mailing lists,
know-how, trade names, improvements, price lists, financial or other data (including the
revenues, costs or profits associated with Company’s products or services), business plans, code
books, invoices and other financial statements, computer programs, software systems, databases,
discs and printouts, plans (business, technical or otherwise), customer and industry lists,
correspondence, internal reports, personnel files, sales and advertising material, telephone
numbers, names and addresses or any other compilation of information, written or unwritten,
which is or was used in the business of Company not in the public domain or generally known in
the industry, in any form, and including without limitation all such information acquired by
Executive before or during the Term.
(ii) Executive agrees and acknowledges that all Confidential Information, in any form,
and copies and extracts thereof, are and shall remain the sole and exclusive property of Company
and upon termination of his engagement under this Agreement, Executive shall within a
reasonable period of time return to Company the originals and all copies of any such information
provided to or acquired by Executive in connection with the performance of his duties for
Company, and shall return to Company all such files, correspondence and/or other
communications received, maintained and/or originated by Executive during the course of his
engagement.
(i)
“Confidential Information” shall include all information regarding Company’s
(or any of its affiliate’s) customers, vendors, suppliers, trade secrets, training programs, manuals
or materials, technical information, seismic data, contracts, systems, procedures, mailing lists,
know-how, trade names, improvements, price lists, financial or other data (including the
revenues, costs or profits associated with Company’s products or services), business plans, code
books, invoices and other financial statements, computer programs, software systems, databases,
discs and printouts, plans (business, technical or otherwise), customer and industry lists,
correspondence, internal reports, personnel files, sales and advertising material, telephone
numbers, names and addresses or any other compilation of information, written or unwritten,
which is or was used in the business of Company not in the public domain or generally known in
the industry, in any form, and including without limitation all such information acquired by
Executive before or during the Term.
(ii)
Executive agrees and acknowledges that all Confidential Information, in any
form, and copies and extracts thereof, are and shall remain the sole and exclusive property of
Company and upon termination of his engagement under this Agreement, Executive shall within
a reasonable period of time return to Company the originals and all copies of any such
information provided to or acquired by Executive in connection with the performance of his
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Exhibit 10.4
duties for Company, and shall return to Company all such files, correspondence and/or other
communications received, maintained and/or originated by Executive during the course of his
engagement.
6.
DISPUTE RESOLUTION.
a.
Resolution Procedure. The parties agree to resolve any dispute or controversy between
Company and Executive arising out of or in connection with the terms and provisions of this Agreement
in accordance with the following:
(i)
If any dispute or controversy arises out of or relates to this Agreement or any
alleged breach hereof, the party desiring to resolve such dispute or controversy shall deliver a
written notice of the dispute, including the specific claim in the dispute (“Dispute Notice”) to the
other party pursuant to article 7.a. If any party delivers a Dispute Notice pursuant to this article
6.a.(i), the parties involved in the dispute or controversy shall meet at least twice within the thirty
(30) day period commencing with the date of the Dispute Notice and in good faith shall attempt
to resolve such dispute or controversy through negotiation.
(ii)
If any dispute or controversy is not resolved or settled by the parties as a result of
negotiation pursuant to article 6.a.(i) above, the parties shall in good faith submit the dispute or
controversy to non-binding mediation in Salt Lake County before a mediator agreed upon by the
parties. In the event the parties are unable to agree upon a mediator, the parties shall request that a
mediator be appointed by the Salt Lake County Court or the Federal District Court. The parties
shall bear the costs of such mediation equally.
(iii)
Any dispute or controversy between Company and Executive arising out of or
relating to this Agreement or any breach of this Agreement that is not resolved by mediation
pursuant to article 6.a.(ii) above, the dispute or controversy shall be resolved through arbitration
held in Salt Lake County, Utah, which arbitration shall be conducted in accordance with the rules
and procedures of the American Arbitration Association in accordance with its Rules for the
Resolution of Employment Disputes, then in effect. The arbitration of such issues, including the
determination of any amount of actual damages suffered by any party hereto by reason of the acts
or omissions of any party, shall be final and binding upon all parties. Except as otherwise set
forth in this Agreement, the cost of arbitration hereunder, including the cost of record or
transcripts thereof, if any, administrative fees, and all other fees involved, including reasonable
attorneys’ fees incurred by the party determined by the arbitrator to be the prevailing party, shall
be paid by the party determined by the arbitrator not to be the prevailing party, or otherwise
allocated in an equitable manner as determined by the arbitrator. The parties shall instruct the
arbitrator to render his or her decision no later than ninety (90) days after submission of the
dispute to the arbitrator.
(i)
If any dispute or controversy arises out of or relates to this Agreement or any
alleged breach hereof, the party desiring to resolve such dispute or controversy shall deliver a
written notice of the dispute, including the specific claim in the dispute (“Dispute Notice”) to the
other party pursuant to article 7.a. If any party delivers a Dispute Notice pursuant to this article
6.a.(i), the parties involved in the dispute or controversy shall meet at least twice within the thirty
(30) day period commencing with the date of the Dispute Notice and in good faith shall attempt
to resolve such dispute or controversy through negotiation.
(iii)
Any dispute or controversy between Company and Executive arising out of or
relating to this Agreement or any breach of this Agreement that is not resolved by mediation
pursuant to article 6.a.(ii) above, the dispute or controversy shall be resolved through arbitration
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Exhibit 10.4
held in Salt Lake County, Utah, which arbitration shall be conducted in accordance with the rules
and procedures of the American Arbitration Association in accordance with its Rules for the
Resolution of Employment Disputes, then in effect. The arbitration of such issues, including the
determination of any amount of actual damages suffered by any party hereto by reason of the acts
or omissions of any party, shall be final and binding upon all parties. Except as otherwise set
forth in this Agreement, the cost of arbitration hereunder, including the cost of record or
transcripts thereof, if any, administrative fees, and all other fees involved, including reasonable
attorneys’ fees incurred by the party determined by the arbitrator to be the prevailing party, shall
be paid by the party determined by the arbitrator not to be the prevailing party, or otherwise
allocated in an equitable manner as determined by the arbitrator. The parties shall instruct the
arbitrator to render his or her decision no later than ninety (90) days after submission of the
dispute to the arbitrator.
b.
Confidentiality. Each party agrees to keep all disputes, mediation and arbitration
proceedings strictly confidential, except for disclosures of information in the ordinary course of business
of the parties or by applicable law or regulation.
7.
GENERAL PROVISIONS.
a.
Notices. Any notices to be given hereunder by either party to the other may be effected
by personal delivery in writing or by registered or certified mail, with postage prepaid and return receipt
requested, addressed as follows:
If to Executive, to:
Xxxxxxxx Xxxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Email: xxxxxxxxxxxxxxxx@xxx.xxx
If to Company, to:
Xxxx Xxxx
0000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx
Xxxx 00000
Email: xxxxxxxx@xxxxxxx.xxx
Any party may change its address by written notice in accordance with this article 7.a. Notices delivered
personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed
communicated as of five (5) days after mailing by delivering the same into the care and custody of the
United States Postal Service or other national postal service, by registered or certified mail, return receipt
requested, with postage prepaid.
b.
Entire Agreement. This Agreement and Exhibit A hereto supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect to the engagement of
Executive by Company and contains all of the covenants and agreements between the parties with respect
to the subject matter hereof. Each party to this Agreement acknowledges that no representations,
inducement, promises, or agreements, orally or otherwise, have been made which are not embodied
herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid
or binding. Any modification of this Agreement will be effective only if it is in writing signed by the
party to be charged.
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Exhibit 10.4
c.
Waiver and Amendments. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent breach, whether or not
similar, unless such waiver specifically states that it is to be construed as a continuing waiver. This
Agreement may be amended, modified or supplemented only by a written instrument executed by the
parties hereto.
d.
Law Governing Venue, Successors and Assigns. This Agreement shall be governed by
and construed in accordance with the laws of the State of Utah, excluding its conflicts of laws principles.
Each party consents to jurisdiction and venue for any suit relating to this Agreement in any court of
competent jurisdiction in Salt Lake County, Utah, or the United States District Court for the District of Utah.
This Agreement shall be binding upon and inure to the benefit of the legal representatives, successors and
assigns of the parties hereto (provided, however, that Executive shall not have the right to assign this
Agreement in view of its personal nature) and Company shall not assign or transfer this Agreement
without the consent of Executive.
e.
Attorney’s Fees and Costs. Except as otherwise provided in this Agreement, if any action
is necessary to enforce or interpret the terms of this Agreement (including without limitation any actions
for injunctive relief), the prevailing party shall be entitled to reasonable attorney’s fees, costs and
necessary disbursements in addition to any other relief to which the prevailing party may be entitled.
f.
Severability. Should any term, covenant, condition or provision of this Agreement be
held to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect and
shall stand as if the unenforceable term, covenant, condition or provision did not exist.
g.
Article Headings. The article and section headings of this Agreement are for reference
only and shall not be considered in the interpretation of this Agreement.
h.
Counterparts. It is also expressly understood that this Agreement may be executed and
effective with multiple original signature pages.
EXECUTED to be effective this 1st day of July, 2013.
COMPANY:
ALLIED RESOURCES, INC.
By: /s/ Xx Xxxxxxxxxxxxx
Xx Xxxxxxxxxxxxx, Director
On Behalf of the Board of Directors
EXECUTIVE:
/s/ Xxxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxxxx
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