THREE FORKS, INC.
THIS AGREEMENT is effective as of the 1st. day of September 2012 between
Three Forks, Inc. a Colorado Corporation (hereinafter referred to as "Employer")
and Xxxxxx Xxxxxxx a resident of Colorado.
WHEREAS, Employer and Executive desire to formalize an Employment
relationship as outlined herein, effective as of September 1, 2012.
NOW THEREFORE, the parties for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged hereby agree as follows:
1. EMPLOYMENT. The Employer agrees to employ the Executive and the
Executive accepts such employment by the Employer on the terms and conditions
set forth herein.
2. TERM. This Agreement is effective as of the 1st. day of September 2012
and the term of the Executive's employment hereunder shall be for two years.
3. DUTIES. Employer shall employ Executive initially as President & Chief
Executive Officer or such other job title during the term to perform such duties
as are normal and customary in the conduct of Employer's business and Executive
will devote his best efforts to implement and/or conduct the business of the
Employer and make available to office and the Employer shall provide the
necessary staff, equipment, computers, services, facilities, furniture, and
support for Executive to properly carry out and complete the duties of his
employment. Both Employer and Executive will maintain complete and accurate
records, reports and other documentation that is necessary for the conduct of
Employer's business.
As President & Chief Executive Officer, Executive shall be responsible for
all corporate, subsidiary, joint venture, and partnership matters relating to
the operation of the business including finance, securities filings, accounting,
banking, contracts, procurement, human resources, investment, investor
relations, and regulatory matters. .
4. COMPENSATION. Employer agrees to pay Executive a Base Salary of
$192,000.00 per year.
In addition to the Base Salary, Executive shall be paid a monthly car
allowance of six hundred dollars. Executive shall also be paid an annual bonus
of one half of one percent of the net asset increases over the prior year. The
basis of the calculation shall be the net assets as listed in the company
financials and shall be paid every six months within 30 days after the
accounting for the applicable period has been completed. The first payment
period will be for the period of September 1, 2012 through February 2013.
5. BENEFITS. At its cost, Employer shall furnish to Executive comprehensive
medical health insurance, disability income insurances and other such benefits
at the level afforded the same level Executives of the Employer. Executive shall
be entitled to participate in any Incentive Stock Option plan.
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Executive shall be entitled to four (4) weeks of paid vacation & sick leave
beginning the 1st and ending after the last calendar year of employment and for
each calendar year during the term of this Agreement. Vacation shall be at a
mutually agreed upon time, such agreement not to be unreasonably withheld. Said
vacation and sick leave shall be fully earned the first and last calendar years
of employment.
6. BUSINESS EXPENSES. Employer shall reimburse Executive for all reasonable
and necessary business expenses incurred by him in carrying out his duties under
this Employment Agreement so long as such expenses are properly documented in
accordance with the Employer's policies for expense reimbursement.
7. EMPLOYER RESOURCES. As a matter of convenience, Executive will have
limited use of Employer's resources for personal purposes, including
long-distance telephone, copy machine, vehicles, staff and such other resources
as the parties may agree. Employer will also furnish Executive with a mobile
phone, a personal computer for office and home use, and such other equipment as
the parties may agree in accordance with the Employer's usual practice. Upon
termination of this Agreement the Employee may retain the mobile phone and
computer.
8. OTHER SOURCES OF INCOME/EARNINGS. The Employer understands that the
Executive has other sources of income and earning through consultancy, or
positions in associations, companies, enterprises or ventures where the
Executive had or has an existing relationship; And that these relationships will
continue and that new and additional relationships and sources of income may be
established in the future. The Employer agrees that these relationships and
sources of income may continue as long as the Executive fulfills his duties and
responsibilities and as long as the Executive hereby warrants that there is no
current relationship that constitutes even the perception of a conflict of
interest or that would preclude the Executive from the fulfillment of duties and
responsibilities. The Executive further agrees not to enter into any
relationship where there is even the perception of a conflict of interest or
that would prevent the Executive from fulfilling duties and responsibilities.
9. TERMINATION. The following shall apply:
(a). Death. In the event of Executive's death during the Executive's
employment hereunder, this Agreement shall terminate.
(b). Illness or Incapacity. If, during any term of this Agreement,
Executive shall become unable to perform his duties by reason of
illness or incapacity, then Employer, may, at its option, terminate
this Agreement. In such event, the notice period shall be not less
than the applicable elimination period in any employee disability plan
of the Employer in which Executive participates. It is agreed that the
determination of illness or incapacity shall be made upon the basis of
qualified medical evidence and if, during the notice period, Executive
returns to work and is capable of carrying out his duties, then
Employer's right to terminate for illness or incapacity is suspended.
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(c) For Cause. Upon thirty (30) days written notice, the Executive's
employment hereunder may be terminated without further liability on
the part of the Employer for Cause. Only the following shall
constitute "Cause" for such:
(i) Conviction of a felony, a crime or moral turpitude or commission
of an act of embezzlement or fraud against the Employer or any
subsidiary or affiliate thereof:
(ii) Deliberate dishonesty of the Executive resulting in damages to
the Employer or any subsidiary or affiliate thereof;
(iii) Dereliction of duty, misfeasance or malfeasance.
In the event of a termination for cause the Executive shall not be
entitled to the benefits of any bonus for the period preceding the
termination nor will the company be required to repurchase any of the
shares owned by the Executive as hereinafter provided.
(d) Termination at will by the Company. The Company may terminate
this agreement at will upon 60 days written notice. In the
Company decides to terminate this agreement the company shall
repurchase fifty percent of the Executives shares up to one
million shares at a price equal to ninety percent of the average
trading prices over the 60 days preceding the notice of
termination. The Company shall pay fifty percent of the
repurchase within price within30 days of termination and the
balance within 60 additional days.
(e) Resignation by Executive. The Executive may resign and terminate
this agreement on 60 days written notice and he shall not be
required to render any further services to the Employer. (f)
Set-Off. In accordance with 9 above, The Employer shall not be
entitled to any set off against any cash compensation to be
provided to the Executive under this Agreement, or any and all
compensation received by the Executive while he was also
receiving compensation from any other employer, unless a Conflict
of Interest arises. In such case the Executive shall inform the
Employer of any such amounts of cash compensation pertaining to
the conflict of interest and shall refund to the Employer any
related amounts paid by the Employer.
Should Executive terminate this with or without Good Reason, he
agrees to assist Employer for a period of time not less than
thirty (30) days in order to effect a smooth transition, unless
otherwise requested by Employer.
10. RESTRICTIONS. A separate Non-Solicitation and
Confidentiality/Non-Disclosure Agreement has been signed by Executive, the terms
of which are incorporated herein by reference, and which provides certain
Restrictions.
11. NO CONFLICT. The Executive hereby represents and warrants that: (i) he
is not subject to any covenants against competition or similar covenants which
would prohibit or impede the performance of his obligations hereunder; (ii) the
execution of this Agreement and the performance of his obligations hereunder
will not cause him to breach or be in conflict with any other agreement to which
he is a party or by which he is bound; and (iii) the execution of this Agreement
and the performance of his obligations hereunder will not cause him to breach
any fiduciary or other duty
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12. OFFICER & DIRECTORS INSURANCE. In addition to regular benefits provided
senior executives, Employer will provide and pay for Executive's O&D (Officers &
Directors) insurance at standard levels for similar commercial enterprises.
13. NOTICES. All communications and notices made pursuant to this
Employment Agreement shall be in writing and sent by certified mail, return
receipt requested, as follows:
(a) Executive: Xxxxxx Xxxxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
(b) Employer: Three Forks, Inc.
000 Xxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Or such other address as is provided in writing to the other.
14. MODIFICATION. This Agreement may be amended only in writing, and
mutually executed by both parties to this Agreement. This Employment Agreement
constitutes the entire contract between the parties hereto with respect to
employment, and the parties shall not be bound in any manner related to
employment by any warranties, representations or guarantees, except as
specifically set forth in the Employment Agreement.
15. ASSIGNMENT. This Agreement shall be binding upon the parties hereto,
their respective heirs, legal representatives, successors, and assignees, but
this Employment Agreement may not be assigned by any party without the express
written consent of both parties. In the event of the merger, reorganization,
business combination or consolidation of the Employer with any other corporation
or corporations, or any other corporate re-organizations involving Employer,
this Agreement shall be assigned and transferred to such Successor in interest
and in such event Executive shall continue to perform his duties and obligations
pursuant to the terms of this Agreement; however, Employer will remain liable as
the Guarantor of the obligations and duties of the Assignee Employer of this
Agreement. Employer must give the Executive ninety (90) days notice of the
consummation of any such the merger, consolidation or reorganization as set
forth above. Executive reserves the exclusive right to terminate his duties
pursuant to this Employment Agreement in the event of such by giving seven (7)
days written notice to the original Employer.
16. WAIVER. The waiver by the Employer or Executive of any breach of the
provisions of this Employment Agreement by either party shall not operate or be
construed as a waiver of any subsequent breach of the other.
17. SEVERABILITY. Invalidity, illegality, or unenforceability of any
provision shall not affect in any manner the other provisions contained herein,
which remain in full force and effect. It is the intent of and specifically
acknowledged by Executive and Employer that all Restrictive Covenants shall
survive termination of this Agreement.
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18. GOVERNING LAW AND CHOICE OF FORUM. This Agreement is a Colorado
contract, and shall be construed and enforced according to the laws of the State
of Colorado. In connection with any dispute arising under this Agreement, the
parties agree to submit themselves and all such disputes to the jurisdiction of
any state or federal court having subject matter jurisdiction of the dispute,
located in Colorado.
19. ENTIRE AGREEMENT. This Employment Agreement contains the entire
understanding between the parties, and may not be changed orally, but only by
agreement in writing signed by both parties hereto.
20. RIGHT TO INDEPENDENT COUNSEL. The Executive has reviewed the contents
of this Agreement and fully understands its terms. The Executive acknowledges
that he is fully aware of his right to the advice of counsel independent from
that of the Employer. The Executive further acknowledges that no representations
have been made with respect to the income or estate tax or other consequences of
this Agreement to him and that he has been advised of the importance of seeking
independent advice of counsel with respect to such consequences.
IN WITNESS WHEREOF, the parties hereunto have caused this Employment
Agreement to be executed as of the day and year stated herein.
Three Forks, Inc. Executive
By: By:
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