EMPLOYMENT AGREEMENT
Exhibit
10.76
The
following are the terms of the employment agreement between E. Xxxxx
Xxxxxxx (hereafter “Executive”), or his designated corporation which
controls his services (the “Schloss Corp” or his “designee”), with a
mailing address at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000 and
Surge Global Energy, Inc., a Delaware corporation (hereafter “Company”), with a
mailing address at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX
00000.
3. BASE
COMPENSATION: Initial salary for period June 17 through December 31,
2008 at the rate of $9,500 per month. Thereafter, an increase to $10,500 per
month until June 30, 2009, then $11,500.00 per month until April 30, 2010,
of which 50% will be allocated to Peace Oil Corp. or another Surge subsidiary.
Executive will also serve as CEO of Peace Oil Corp. and Cold Flow Energy, ULC
and all other Canadian subsidiaries at no additional compensation. Executive
shall also receive payment for services rendered prior to the execution of this
agreement for the periods May 1, 2008 through June 16, 2008 (the “Pre-Employment
Contract Period”) at the rate of $9,500 per month.
6. CAR
ALLOWANCE: Company to pay a car allowance of $750.00 per month for the entire
term of the contract and Pre-Employment Contract Period beginning May 1, 2008
and related automobile out of pocket costs for business use.
1
8. VACATION
& PAID TIME OFF: Eighteen days per year paid time off (PTO), accrued on a
monthly basis, for each month worked commencing from February 11, 2008.
9.
STOCK
OPTIONS: Employee will receive additional stock options as
approved by the compensation committee based on a performance review at
December, 2008 and at December, 2009.
(a) Termination by the Company
with Cause. Notwithstanding the terms of this Agreement,
Company may only terminate this Agreement for cause (“Cause”) in the event (i)
of Schloss’ commission of an act involving fraud, embezzlement, or theft against
the property or personnel of Company, or (ii) Schloss shall be convicted of, or
plead nolo
contendre to a
felony or engages in other criminal conduct that could reasonably be expected to
have a material adverse affect on the business, assets, properties, prospects,
results of operations or financial condition of Company. In the event
this Agreement is terminated pursuant to this Section 11(a), Schloss’ Base
Salary and all benefits under this Agreement shall terminate
immediately upon such discharge, and Company shall have no further obligations
to Schloss except for payment and reimbursement for any monies due which right
to payment or reimbursement accrued prior to such termination.
2
(b) Death or
Disability. The Company may terminate this Agreement upon the
disability or death of Schloss by giving written notice to
Schloss. In the case of disability, such termination will become
effective immediately upon the giving of such notice unless otherwise specified
by the Company. For purposes of this Section 11(b), “disability”
shall mean that for a period of more than six consecutive months in any 12-month
period Schloss is unable to perform the essential functions of his position
because of physical, mental or emotional incapacity resulting from injury,
sickness or disease. Upon any such termination, the Company shall be
relieved of all its obligations under this Agreement, except for payment of the
Schloss Base Salary and unpaid PTO and other benefits through the effective date
of termination. Nothing in this provision is intended to violate
state or federal laws.
(c) Termination by
Schloss. Schloss may terminate this Agreement at any time by
giving three months’ prior written notice to the Company. The Company
shall be relieved of all of its obligations under this Agreement, except for
payment of the Schloss Base Salary and any unpaid benefits paid through the
termination date.
3
20. GOVERNING
LAW. This Agreement shall be governed by, construed and enforced in
accordance with the internal laws of the State of California, without giving
reference to principles of conflict of laws. Each of the parties hereto
irrevocably consents to the venue and exclusive jurisdiction of the federal and
state courts located in the State of California, County of San
Diego. THE PARTIES
HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT
THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR
COUNTERCLAIM BASED ON THIS EMPLOYMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
IN IT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF ANY PARTY TO IT.
4
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
AGREED
AND ACCEPTED THIS 17TH DAY OF
JUNE, 2008.
/s/ E. Xxxxx
Xxxxxxx
|
By: /s/ Xxxxxx
Xxxxxxxx
|
E.
Xxxxx Xxxxxxx
|
Xxxxxx
Xxxxxxxx, as Attorney for Surge
|
and
authorized by the Board of Directors
|
|
5