EXHIBIT 10.05
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment (the "First Amendment") to that certain employment
agreement (the "Agreement") dated effective January 1, 2006 by and between
Westside Energy Corporation (the "Company") and Xxxxxxx X. Manner ("Manner") is
made and entered into effective as of the 31st day of March, 2006 by and between
the Company and Manner. All capitalized, undefined terms used herein shall have
the respective meanings given to such terms in the Agreement.
RECITALS
WHEREAS, the Agreement was entered into effective January 1, 2006; and
WHEREAS, the Company and Manner desire to amend the Agreement upon the
terms, provisions and conditions set forth hereinafter;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the Company and Manner to amend the Agreement, the Company and Manner agree as
follows:
1. AMENDMENT TO THE AGREEMENT. The first paragraph of Section 7(b) of
the Agreement is hereby amended to read in its entirety as follows:
"(b) Sign-On Stock Bonus. Employer hereby agrees to pay to Employee a
sign-on bonus in the form of an issuance of unregistered shares of Employer's
common stock (the "Common Stock"), upon the terms, conditions and provisions of
this Section 7(b). Pursuant to this Section 7(b), if Employee purchases for
cash directly from Employer shares of Common Stock at any time on or before May
31, 2006 (shares so purchased are referred to hereinafter as the "Direct
Purchase Shares"), Employee shall be entitled to be issued a sign-on stock bonus
comprised of a number of shares of unregistered Common Stock equal to one and
one-half times (1.5 times or 150%) the number of Direct Purchase Shares (the
shares comprising the sign-on stock bonus are referred to hereinafter as the
"Bonus Shares"), up to a maximum of 225,000 Bonus Shares. Of the Bonus Shares,
one-third shall be not restricted (except for restrictions imposed by applicable
securities laws due to the private nature of the issuance), and a stock
certificate representing them (with appropriate legends) shall be delivered to
Employee as soon as possible after May 31, 2006. The remaining two-thirds of
the Bonus Shares (the "Restricted Bonus Shares") shall be restricted upon the
following terms (in addition to restrictions imposed by applicable securities
laws due to the private nature of the issuance):"
2. MISCELLANEOUS. Except as otherwise expressly provided herein, the
Agreement is not amended, modified or affected by this First Amendment. Except
as expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Agreement are herein
ratified and confirmed and shall remain in full force and effect. On and after
the date on which this First Amendment becomes effective, the terms,
"Agreement," "hereof," "herein," "hereunder" and terms of like import, when used
herein or in the Agreement shall, except where the context otherwise requires,
refer to the Agreement, as amended by this First Amendment. This First
Amendment may be executed into one or more counterparts, and it shall not be
necessary that the signatures of all parties hereto be contained on any one
counterpart hereof; each counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this First Amendment to the Agreement is adopted
effective as of the 31st day of March, 2006.
"COMPANY" "MANNER"
WESTSIDE ENERGY CORPORATION
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Manner
Name: Xxxx X. Xxxxxx Xxxxxxx X. Manner
Title:Vice President & Chief
Financial Officer
