EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Employment Agreement” or “Agreement”), dated this
16th day of January 2008, is by and between Unicorp, Inc., a Nevada corporation,
Houston, Texas (the “Company”), and Xxxx X. Xxxxx (the “Executive”) an
individual.
WHEREAS,
the Executive is willing to enter into an agreement with the Company upon the
terms and conditions herein set forth.
NOW,
THEREFORE, in consideration of the premises and covenants herein contained,
the
parties hereto agree as follows:
1.
Term of
Agreement. Subject to the terms and conditions hereof, the
term of employment of the Executive under this Employment Agreement shall be
for
the period commencing on January 1, 2008 (the “Commencement Date”) and
terminating on December 31, 2009, unless sooner terminated as provided in
accordance with the provisions of Section 5 hereof. (Such term of
this agreement is herein sometimes called the “Retained Term”).
2.
Employment. As
of the Commencement Date, the Company hereby agrees to employ the Executive
as
Chief Financial Officer of the Company with such duties as assigned from time
to
time by the Company, and the Executive hereby accepts such employment and agrees
to perform his duties and responsibilities hereunder in accordance with the
terms and conditions hereinafter set forth.
3.
Duties and
Responsibilities.
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(a)
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Duties. Executive
shall perform such duties as are usually performed by a Chief Financial
Officer with such duties as assigned from time to time by the Company
and
will be consistent of a business similar in size and scope as the
Company
and such other duties as may be requested by the Company’s President which
are reasonable and consistent with the Company’s operations, taking into
account Executive’s expertise and job responsibilities. The Executive will
assist with duties required in order to fully comply with all SEC
rules
and regulations associated with a publicly traded company. This
agreement shall survive any job title or responsibility
change. All actions of Executive shall be subject and
subordinate to the review and approval of the President and/or the
Company’s board of directors. The board of directors shall be
the final and exclusive arbiter of all policy decisions relative
to the
Company’s business.
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(b)
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Devotion
of
Time. During the term of this agreement, Executive
agrees to devote his exclusive and full-time service during normal
business hours to the business and affairs of the Company (including
its
subsidiaries) to the extent necessary to discharge the responsibilities
assigned to Executive and to use reasonable best efforts to perform
faithfully and efficiently such responsibilities. During the
term of this Agreement it shall not be a violation of this Agreement
for
Executive to manage personal investments or companies in which personal
investments are made so long as such activities do not interfere
with the
performance of Executive’s responsibilities with the Company and which
companies are not in direct competition with the Company.
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4.
Compensation and
Benefits During the Employment Term.
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(a)
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Salary. Executive
will be compensated by the Company at an annual base salary of
$180,000.00, from which shall be deducted income tax withholdings,
social
security, Medicare, and other customary Executive deductions in conformity
with the Company’s payroll policy in effect. The Parties agree
that Executive shall receive an annual review wherein the Company
will
assess the performance of Executive, determine any bonus pursuant
to
Paragraph 4(d) and determine the amount of increase to be made to
Executive’s base salary, if any.
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(b)
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Vacation. Executive
shall be entitled to four weeks paid vacation each calendar year
beginning
on January 1, 2008.
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(c)
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Other
Benefits. The Executive shall be entitled to a $750
monthly car allowance (no mileage reimbursement) and participation
in the
company’s benefit plan to include major medical health insurance, dental,
vision, life, long-term disability insurance and 401-k
Plan.
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(d)
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Short
Term Incentive Bonus.
The Executive shall be entitled to receive up to 75% of his
base
salary based upon specific goals and targets approved by the board
of
directors (Goals and targets for 2008 will be attached as Exhibit
“A”).
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5.
Termination.
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(a)
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Executive's
employment under the Agreement may be terminated under any of the
following circumstances:
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(i)
Immediately by the Company, upon the death of Executive.
(ii)
By the Executive at any time, upon 30 days written notice.
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(iii)
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Immediately,
upon written notice by the Company for Cause which for purposes of
the
Agreement shall be defined as (i) Executive's willful and persistent
inattention to his reasonable duties which amounts to gross negligence
or
willful dishonesty towards, fraud upon, or deliberate injury or attempted
injury to, the Company, (ii) Executive's willful breach of any term
or
provision of the Agreement which breach shall have remained substantially
uncorrected for 15 days with an opportunity to cure following written
notice to the Executive; or (iii) the commission by Executive of
any act
or any failure by Executive to act involving criminal conduct, whether
or
not directly relating to the business and affairs of the Company.
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(b)
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Effects
of
Termination. In the event that the Agreement is
terminated pursuant to Section 5(a) or upon expiration of the term of
the Agreement, neither the Executive nor the Company shall have any
further obligations hereunder except for (a) obligations occurring
prior to the date of termination, and (b) obligations, promises or
covenants contained herein which are expressly made to extend beyond
the
term of the Agreement.
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(c)
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Improper
Termination. In the event of the Executive's termination
by the Company for any reason other than for Cause or the death of
the
Executive, Executive shall continue to be paid, as severance pay,
an
amount equal to his salary at the time of termination until the later
of:
(i) the end of twelve months from the Commencement Date or (ii) 180
calendar days from the date of the termination. Except for the severance
pay, the Company shall not have any further obligations hereunder
except
for (a) obligations occurring prior to the date of termination, and
(b) obligations, promises or covenants contained herein which are
expressly made to extend beyond the term of the
Agreement.
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6.
Revealing of Trade
Secrets, etc. Executive acknowledges the interest of the
Company in maintaining the confidentiality of information related to its
business and shall not at any time during the Employment Term or thereafter,
directly or indirectly, reveal or cause to be revealed to any person or entity
the supplier lists, customer lists or other confidential business information
of
the Company; provided, however, that the parties acknowledge that it is not
the
intention of this paragraph to include within its subject matter (a) information
not proprietary to the Company, (b) information which is then in the public
domain through no fault of Executive, or (c) information required to be
disclosed by law.
7.
Indemnification. In
the event Executive is made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by the Company against Executive, by reason
of the fact that Executive was performing services under this Agreement or
that
Executive was or is an officer, director or employee of the Company, then the
Company shall indemnify, hold harmless and defend Executive against all expenses
(including attorneys' fees and expenses), judgments, fines and amounts paid
in
settlement, as actually and reasonably incurred by Executive in connection
therewith, to the maximum permitted by applicable law. The advance of
expenses shall be mandatory to the extent permitted by applicable
law. In the event that both Executive and the Company are made party
to the same third-party action, complaint, suit or proceeding, the Company
agrees to engage counsel, and Executive consents to use the same counsel, which
consent will not be unreasonable withheld, provided that if counsel selected
by
the Company shall have a conflict of interest that prevents such counsel from
representing Executive and the Company at the same time, Executive may engage
separate counsel and the Company shall pay all reasonable attorneys' fees and
expenses of separate counsel. The Company shall not be required to
pay the fees of more than one law firm except as described in the preceding
sentence. Further, while Executive is expected to faithfully
discharge his duties under this Agreement, Executive shall not be held liable
to
the Company for errors or omissions made in good faith where Executive has
not
exhibited intentional misconduct or performed criminal or fraudulent
acts. Notwithstanding the above, the Company’s obligation to
indemnify Executive is subject to any prohibitions as a matter of law that
the
company cannot indemnify the executive.
8.
Non-Competition
Agreement. In addition to the compensation and benefits listed in
Section 4 hereof, Executive agrees to the non-competition provisions of this
section.
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(a)
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Termination
for Cause or by
the Executive. If the Executive is terminated for Cause or upon
termination by the Executive pursuant to Section 5(a)(ii) hereof,
Executive hereby agrees that for a period commencing on the date
hereof
and ending six (6) months following the termination of Executive’s
employment, he will not, directly or indirectly, as employee, agent,
consultant, stockholder, director, co-partner or in any other individual
or representative capacity, own, operate, manage, control, engage
in,
invest in or participate in any manner in, act as a consultant or
advisor
to, render services for, or otherwise assist any person or entity
(other
than the Company) that engages in or owns, invests in, operates,
manages
or controls any venture or enterprise that engages or proposes to
engage
in the business of the exploration and/or exploitation of oil and
gas
properties in which the Company has a direct interest or in
which the Company has an interest in adjacent properties or properties
in
the same field or any prospects in which the Company is developing
or is
contemplating investing in, developing or operating. This
provision may be waived by the unanimous written consent of the board
of
directors upon the termination of Executive for any reason.
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(b)
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Termination
without
Cause. If Executive is terminated without cause, at any time,
then the Executive shall not be subject to non-competition obligations
of
this Section 8.
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(c)
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Restrictions
on Future
Employment. Executive understands that the foregoing
restrictions may limit his ability to engage in certain businesses
during
the period provided for above, but acknowledges that Executive will
receive sufficiently high remuneration and other benefits (e.g., high
remuneration
during the term of the Agreement and access to certain confidential
and
proprietary information and trade secrets) under this Agreement to
justify
such restriction. Executive acknowledges that money damages would
not be sufficient remedy for any breach of this section by Executive,
and
Company or any of its subsidiaries or affiliates shall be entitled
to
enforce the provisions of this section by terminating any payments
then
owing to Executive under this Agreement and/or to specific performance
and
injunctive relief as remedies for such breach or any threatened breach,
without any requirement for the securing or posting of any bond in
connection with such remedies. Such remedies shall not be deemed the
exclusive remedies for a breach of this section, but shall be in
addition
to all remedies available at law or in equity to Company or any of
its
subsidiaries or affiliates, including, without limitation, the recovery
of
damages from Executive and his agents involved in such breach.
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(d)
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Acknowledgement
by
Parties. It is expressly understood that the restrictions
contained in this section are related to and result from the agreements
of
the Company and Executive in this section and it is agreed that the
Company and Executive consider the restrictions contained in this
section
to be reasonable and necessary to protect the confidential and proprietary
information and trade secrets of the Company and its subsidiaries
and
affiliates.
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9.
Non-Solicitation.
During the Restricted Period, without the prior written consent of the
Company, the Executive shall not, directly or indirectly: (i) contact or solicit
any current, former, or known potential customer of the Company or any of the
customer’s subsidiaries, or affiliates; or (ii) hire or solicit, or cause others
to hire or solicit, for employment by any person other than the Company or
any
affiliate or successor of the Company, any employee of, or person employed
within the two years preceding the Executive's hiring or solicitation of such
person by, the Company and its affiliates or successors or encourage any such
employee to leave his or her employment.
10.
Arbitration. If
a dispute should arise regarding this Agreement, all claims, disputes,
controversies, differences or other matters in question arising out of this
relationship shall be settled finally, completely and conclusively by
arbitration of three arbitrators, which is mutually agreed upon, in Houston,
Texas, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"). Arbitration shall be initiated
by written demand. If agreement on the composition of the panel is not possible,
the rules of the American Arbitration Association shall prevail. This Agreement
to arbitrate shall be specifically enforceable only in the District Court of
Xxxxxx County, Texas. A decision of the arbitrators shall be final,
conclusive and binding on the Company and the Executive, and judgment may be
entered in the District Court of Xxxxxx County, Texas, for enforcement and
other
benefits. On appointment, the arbitrators shall then proceed to
decide the arbitration subjects in accordance with the Rules. Any
arbitration held in accordance with this paragraph shall be private and
confidential. The matters submitted for arbitration, the hearings and
proceedings and the arbitration award shall be kept and maintained in strictest
confidence by Executive and the Company and shall not be discussed, disclosed
or
communicated to any persons. On request of any party, the record of
the proceeding shall be sealed and may not be disclosed except insofar, and
only
insofar, as may be necessary to enforce the award of the arbitrators and any
judgment enforcing an award. The prevailing party shall be entitled
to recover reasonable and necessary attorneys' fees and costs from the
non-prevailing party.
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11.
Survival. In
the event that this Agreement shall be terminated, then notwithstanding such
termination, the obligations of Executive pursuant to Section 6 of this
Agreement shall survive such termination and any obligations of the Company
pursuant to Section 4 of this Agreement shall survive such termination.
12.
Contents of Agreement,
Parties in Interest, Assignment, etc. This Agreement sets
forth the entire understanding of the parties hereto with respect to the subject
matter hereof. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of Executive hereunder which are
of
a personal nature shall neither be assigned nor transferred in whole or in
part
by Executive. This Agreement shall not be amended except by a written
instrument duly executed by the parties.
13.
Severability;
Construction. If any term or provision of this Agreement shall
be held to be invalid or unenforceable for any reason, such term or provision
shall be ineffective to the extent of such invalidity or unenforceability
without invalidating the remaining terms and provisions hereof, and this
Agreement shall be construed as if such invalid or unenforceable term or
provision had not been contained herein. The parties have
participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions
of
this Agreement.
14.
Notices. Any
notice, request, instruction or other document to be given hereunder by any
party to the other party shall be in writing and shall be deemed to have been
duly given when delivered personally; or five (5) days after dispatch by
registered or certified mail, postage prepaid, return receipt requested; or
one
(1) day after dispatch by overnight courier service; in each case, to the party
to whom the same is so given or made:
If
to the Company addressed
to:
Unicorp,
Inc.
0000
Xxxxxxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attn: Chief
Executive
Officer
If
to Executive addressed to:
Xxxx
X.
Xxxxx
00000
Xxxxx Xxxx
Xxxxxx,
Xxxxx 00000
or
to
such other address as the one party shall specify to the other party in
writing.
15.
Counterparts and
Headings. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all which together
shall constitute one and the same instrument. All headings are
inserted for convenience of reference only and shall not affect the meaning
or
interpretation of this Agreement.
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16.
Governing Law;
Venue. This Agreement shall be construed and enforced in
accordance with, the laws of the State of Texas, without regard to the conflict
of laws provisions thereof. Venue of any dispute concerning this
Agreement shall be exclusively in Xxxxxx County, Texas.
17.
Waiver.
The failure
of either party to enforce any provision of this Agreement shall not
be construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
EXECUTIVE
UNICORP, INC.
_/s/
Xxxx
X.
Xxxxx
_/s/ Xxxxxx X.
Munn__________
Xxxx
X.
Xxxxx
Xxxxxx X. Xxxx, Chief Executive Officer
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EXHIBIT
A
2008
TARGETS ANDGOALS
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