Exhibit 10.5
EMPLOYMENT AGREEMENT
This Confidential Employment Agreement ("Agreement") is entered into
this 15th day of January, 2001, by and between Pangea Petroleum Corporation (the
"Company") and Xxxx X. Xxxxxxx (the "Employee").
In consideration of the promises undertaken and the releases given in
this Agreement, Employee and Company agree as follows:
1. Term of Employment
Subject to the provisions of termination set forth below this agreement will
begin on January 8, 2001, unless sooner terminated.
2. Salary/Benefits
The Company shall pay Employee a salary of $5,000 per month, for the services as
Senior Vice President, payable at regular payroll periods. The Employee will
also be awarded 25,000 options to purchase Pangea S-8 Stock per month. The
Employee may choose to reduce the cash salary and increase the number of options
awarded each month. The conversion from cash to options will be $1,000 equals
5,000 options. The employee on a quarterly basis with at least one weeks written
notice to the company may adjust the selection of amount of cash versus number
of options. The options will have an exercise cost of $1.00 per share and will
expire five (5) years from the date of issuance. In addition, Company will
provide Medical Benefits for the Employee. Additionally, the Company shall pay
Employee a signing bonus of 50,000 options to purchase Pangea Stock at an
exercise cost of $1.00 per share and the options will have the same expiration
date as shown above. The Employee will be awarded one percent (1%) of the net
proceeds received by the Company upon the successful completion of the sale of
any major Company Assets (major asset is defined as an asset whose sale price is
$500,000 or more).
3. Duties and Position
The Company hires the Employee in the capacity of Senior Vice President. The
Employee's duties may be reasonably modified at the Company's direction from
time to time.
4. Employee to Devote Full Time to Company
The Employee will devote full time, attention, and energies to the business of
the Company and during this employment, will not engage in any other business
activity, regardless of whether such activity is pursued for profit, gain, or
other pecuniary advantage, unless approved by the Company. Employee is not
prohibited from making personal investments in any other businesses provided
those investments do not require active involvement in the operation of said
companies.
5. Confidentiality of Proprietary Information
Employee agrees during or after the term of this employment, not to reveal
confidential information, or trade secrets to any person, firm, corporation, or
entity. Should Employee reveal or threaten to reveal this information, the
Company shall be entitled to an injunction restraining the Employee from
disclosing same, or from rendering any services to any entity to whom said
information has been or is threatened to be disclosed. The right to secure an
injunction is not exclusive, and the Company may pursue any other remedies it
has against the Employee for a breach or threatened breach of this condition,
including the recovery of damages from the Employee.
6. Reimbursement of Expenses
The Employee may incur reasonable expenses for furthering the Company's
business, including expenses for entertainment, travel, and similar items. The
Company shall reimburse Employee for all business expenses after the Employee
presents an itemized account of expenditures, pursuant to Company policy.
7. Vacation
The Employee shall be entitled to a yearly vacation of four (4) weeks at full
pay beginning at the date of employment.
8. Disability
If Employee cannot perform the duties because of illness or incapacity for a
period of more than ten (10) business days in succession, the compensation
otherwise due during said illness or incapacity will be reduced by Seventy-five
(75%) percent. The Employee's full compensation will be reinstated upon return
to work.
9. Relocation
The Company shall pay Employee 60,000stock options to cover the costs of
relocating from Atlanta, Georgia to Houston, Texas. The options will have an
exercise cost of $1.00 per share and will expire five (5) years from the date of
issuance. Additionally, the Company will pay temporary travel and hotel costs to
and from Atlanta and Houston until the relocation occurs (maximum time allowance
is six (6) months).
10. Termination of Agreement
Without cause, the Company may terminate this agreement at any time upon thirty
(30) days' written notice to the Employee. If the Company requests, the Employee
will continue to perform his/her duties and be paid his/her regular salary up to
the date of termination. In addition, the Company will pay the
Employee on the date of termination a severance allowance of three months pay
less taxes and social security required to be withheld. With cause, the Company
may terminate this agreement at any time. The Employee may terminate employment
without notice. Employee may be required to perform his/her duties and will be
paid the regular salary to date of termination but shall not receive a severance
package allowance. Notwithstanding anything to the contrary contained in this
agreement, the Company may terminate the Employee's employment upon 30 days'
notice to the Employee and will pay severance should any of the following events
occur:
a) The sale of substantially all of the Company's assets to a
single purchaser or group of associated purchasers or
b) The sale, exchange, or other disposition, in one transaction
of the majority of the Company's outstanding corporate
shares or
c) The Company's decision to terminate its business and
liquidate its assets
d) The merger or consolidation of the Company with another
company.
e) Bankruptcy or Chapter 11 Reorganization.
6. Death Benefit
Should Employee die during the term of employment; the Company shall pay to
Employee's estate any compensation due through the end of the month in which
death occurred.
7. Assistance in Litigation
Employee shall upon reasonable notice, furnish such information and proper
assistance to the Company as it may reasonably require in connection with any
litigation in which it is, or may become, a party either during or after
employment.
8. Effect of Prior
Agreements This agreement supersedes any prior agreement between
the Company or any predecessor of the Company and the Employee, except that this
agreement shall not affect or operate to reduce any benefit or compensation
inuring to the Employee of a kind elsewhere provided and not expressly provided
in this agreement.
9. Arbitration
Any claim or controversy that arises out of or relates to this agreement, or the
breach of it, shall be settled by arbitration in accordance with the rules of
the American Arbitration Association. Judgment upon the award rendered may be
entered in any court with jurisdiction.
10. Limited Effect of Waiver by Company
Should Company waive breach of any provision of this agreement by the Employee,
that waiver will not operate of be construed as a waiver of further breach by
the Employee.
11. Severability If, for any reason, any provision of this agreement is
held invalid, all other provisions of this agreement shall remain in effect. If
this agreement is held invalid or cannot be enforced, then to the full extent
permitted by law any prior agreement between the Company (or any predecessor
thereof) and the Employee shall be deemed reinstated as if this agreement had
not been executed.
12. Assumption of Agreement by Company's Successors and Assignees
The Company's rights and obligations under this agreement will inure to the
benefit and be binding upon the Company's successors and assignees.
13. Oral Modifications Not Binding
This instrument is the entire agreement of the Company and the Employee. Oral
changes shall have no effect. If may be altered only by a written agreement
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
PANGEA PETROLEUM, CORPORATION EMPLOYEE:
Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx CEO
/s/ /s/
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Xxxxxxx X. Xxxxxxx'x Signature Employee's Signature
Date: 1/18/01 Date 1/18/01
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