EXHIBIT 10.5
PRIVILEGED & CONFIDENTIAL
PB DRAFT: 4/9/04
EMPLOYMENT AGREEMENT
This Employment (the "Agreement") is entered into as of this January 1,
2003 by and between Siberian Energy Group Inc., a Nevada corporation (the
"Company"), and Xxxxxxxx X. Xxxx ("Employee") to be effective as of January 1,
2003 (the "Effective Date"). Employee and the Company are sometimes referred to
individually as a "Party" and collectively as the "Parties."
In consideration of the mutual covenants, promises and agreements herein
contained, the Company and Employee hereby covenant, promise and agree to and
with each other as follows:
1. Employment. The Company shall employ Employee and Employee shall
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perform services for and on behalf of the Company upon the terms and conditions
set forth in this Agreement.
2. Positions and Duties of Employment. Employee shall be required to devote
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his full energy, skill and best efforts as required to the furtherance of his
managerial duties with the Company as Chief Operating Officer of the Company's
subsidiary "Zauralneftegaz" ("Chief Operating Officer of ZNG"). While serving in
such capacity(ies), Employee shall have the responsibilities, duties,
obligations, rights, benefits and requisite authority as is customary for his
position and as may be determined by the Board of Directors (the "Board") of the
Company.
Employee understands that his employment as Chief Operating Officer of ZNG
involves a high degree of trust and confidence, that he is employed for the
purpose of furthering the Company's reputation and improving the Company's
operations and profitability, and that in executing this Agreement he undertakes
the obligations set forth herein to accomplish such objectives. Employee agrees
that he shall serve the Company fully, diligently, competently and to the best
of his ability. Employee certifies that he fully understands his right to
discuss this Agreement with his attorney, that he has availed himself of this
right to the extent that he desires, that he has carefully read and fully
understands this entire Agreement, and that he is voluntarily entering into this
Agreement.
3. Duties. Employee shall perform the following services for the
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Company:
3.1 Employee shall serve as Chief Operating Officer of ZNG, or in such
other position as determined by the Board, and in that capacity shall work with
the Company to pursue the Company's plans as directed by the Board.
3.2 Employee shall perform duties with the functions of a Chief
Operating Officer of ZNG, subject to the direction of the Board of the Company.
3.3 During the term of this Agreement, Employee will not engage in any
other activities or undertake any other commitments that conflict with or take
priority over Employee's responsibilities and obligations to the Company and the
Company's customers, including without limitation those responsibilities and
obligations incurred pursuant to this Agreement.
4. Term. Unless terminated earlier as provided for in this Agreement,
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the term of this Agreement shall commence on the Effective Date and end on
December 31, 2008 (the "Term"). If the employment relationship is terminated by
either Party, Employee agrees to cooperate with the Company and with the
Company's new management with respect to the transition of the new management in
the operations previously performed by Employee. Upon Employee's termination,
Employee agrees to return to the Company all Company documents (and all copies
thereof), any other Company property in Employee's possession or control, and
any materials of any kind that contain or embody any proprietary or confidential
material of the Company.
5. Compensation. Employee shall receive the following as compensation:
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5.1 A salary at an annual rate as covered by the preexisting employment
agreement between the Employee and "Zauralneftegaz", subject to periodic review
by the Board or the Compensation Committee of the Board, is payable in
accordance with the Company's customary payroll practices.
5.2 At the discretion of the Board or the Compensation Committee of the
Board, a performance-based bonus.
5.3 The Company shall include Employee, if otherwise eligible, in any
profit sharing plan, executive stock option plan, pension plan, retirement plan,
medical and/or hospitalization plan, and/or any and all other benefit plans,
except for disability and life insurance, which may be placed in effect by the
Company for the benefit of the Company's executives during the Term. Except for
the fact that the Company at all times shall provide Employee with all or at
least a portion of Employee's medical and/or hospitalization insurance, which
shall not be less than that afforded to the Company's other executives, nothing
in this Agreement shall limit (i) the Company's ability to exercise the
discretion provided to it under any such benefit plan, or (ii) the Company's
discretion to adopt, not adopt, amend or terminate any such benefit plan at any
time.
5.4 The Company shall provide Employee with vacation leave as per the
existing employment agreement with "Zauralneftegaz". The Company may modify in
its sole and absolute discretion such benefits from time to time as it considers
necessary or appropriate, provided that any such modification shall not affect
or modify Employee's then existing rights with respect to any previously accrued
vacation.
5.5 Any payments which the Company shall make to Employee pursuant to this
Agreement shall be reduced by standard withholding and other applicable payroll
deductions, including but not limited to federal, state or local income or other
taxes, Social Security and Medicare Taxes, State Unemployment Insurance, State
Disability Insurance, and the like.
5.6 During the term of his employment, Employee shall be reimbursed for
reasonable expenses that are authorized by the Company and that are incurred by
Employee for the benefit of the Company in accordance with the standard
reimbursement practices of the Company. Any direct payment or reimbursement of
expenses shall be made only upon presentation of an itemized accounting
conforming in form and content to standards prescribed by the Internal Revenue
Service relative to the substantiation of the deductibility of business
expenses.
6. Stock Options.
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6.1 Option Grants; Exercise Prices. During the term of this Agreement,
the Company agrees to do the following:
(a) To grant to Employee the additional option to purchase under the terms and
conditions of the Company 2004 Stock Option Plan (the "Plan") all or any
part of 14,000 shares of Common Stock as of January 1, 2004 and 14,000
shares of the authorized and unissued $0.001 par value common stock of the
Company ("Common Stock"), on the first date of each month of the year
ended December 31, 2004, up to an aggregate of 168,000 shares (the "2004
Option Shares"), subject to, and in accordance with, Exhibit A and the
terms and conditions set forth in this Agreement (the "2004 Option"),
at an exercise price of $0.10 per share.
(b) To grant to Employee the additional option to purchase under the terms and
conditions of the Plan all or any part of 14,000 shares of Common Stock as
of January 1, 2005 and 14,000 shares of Common Stock on the first date of
each month of the year ended December 31, 2005, up to an aggregate of
168,000 shares (the "2005 Option Shares"), subject to, and in accordance
with, the terms and conditions set forth in this Agreement (the "2005
Option"), at an exercise price of $0.30 per share.
(c) To grant to Employee the additional option to purchase under the terms and
conditions of the Plan all or any part of 14,000 shares of Common Stock as
of January 1, 2006 and 14,000 shares of Common Stock on the first date of
each month of the year ended December 31, 2006, up to an aggregate of
168,000 shares (the "2006 Option Shares"), subject to, and in accordance
with, the terms and conditions set forth in this Agreement (the "2006
Option"), at an exercise price of $0.30 per share.
(d) To grant to Employee the additional option to purchase under the terms and
conditions of the Plan all or any part of 14,000 shares of Common Stock as
of January 1, 2007 and on January 1st of every subsequent year (the
"Subsequent Option Shares, together with the 2004 Option Shares, the 2005
Option Shares and the 2006 Option Shares, the "Option Shares") and 14,000
shares of Common Stock on the first date of each month of the year ended
December 31, 2007 and on the first day of each month of each subsequent
year ended December 31st (the "Subsequent Option Shares, together with the
2004 Option Shares, the 2005 Option Shares and the 2006 Option Shares, the
"Option Shares") up to an aggregate of 168,000 shares per year, subject to,
and in accordance with, the terms and conditions set forth in this
Agreement (each a "Subsequent Option", together with the 2004 Option, the
2005 Option, the 2006 Option and each Subsequent Option, the "Options"), at
an exercise price of 110% of the average closing prices for the three
months prior to each grant date.
(f) The Options to be granted pursuant to this Section 6.1 shall be evidenced
by one or more stock option agreements in the form set forth as Exhibit A
hereto (the "Stock Option Agreement").
6.2 Vesting of Options. Each Option shall become vested and
exercisable on the applicable grant date.
6.3 Duration of Options. The 2004 Option, the 2005 Option,
the 2006 Option and each Subsequent Option shall be exercisable to the extent
and in the manner provided for in the applicable Stock Option Agreement for a
period of [four (4)] years from the applicable grant date; provided, however,
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that an Option may be terminated earlier as provided in Section 9. Any Options
or portion thereof which have not been exercised within their respective
[four]-year periods shall expire at the end of each respective [four]-year
period and the Company shall cancel such unexercised Options at those times.
6.4 Manner of Exercisability and Payment.
(a) Subject to the terms and conditions of this Agreement, each Option may be
exercised in whole at any time, or in part, from time to time, by delivery
of written notice to the Company, at its principal executive office. The
notice shall state which Option(s) Employee is electing to exercise and the
number of Option Shares being exercised and shall be signed by Employee.
(b) The notice of exercise described in Section 6.4(a) hereof shall be
accompanied by the full purchase price for the Option Shares being
exercised, in cash or by check or (subject to the Company's consent)
instructions from Employee to the Company directing the Company to delivery
a specified number of Option Shares directly to a designed broker or dealer
pursuant to a cashless exercise election which is made in accordance with
such requirements and procedures as are acceptable to the Company in its
sole discretion and full payment of all applicable withholding taxes
pursuant to Section 6.8 hereof.
(c) Upon receipt of notice of exercise and full payment for the Option Shares
being exercised, the Company shall take such action as may be necessary to
effect the transfer to Employee of the number of Options Shares as to which
such exercise was effective.
(d) Employee shall not be deemed to be the holder of, or to have any of the
rights of a holder with respect to any Option Shares until (i) the Option
shall have been exercised pursuant to the terms of this Agreement and
Employee shall have paid the full purchase price for the number of Option
Shares exercised, (ii) the Company shall have issued and delivered the
Option Shares to Employee, and (iii) Employee's name shall have been
entered as a stockholder of record on the books of the Company, whereupon
Employee shall have full ownership rights with respect to such the Option
Shares.
(e) Each certificate representing Option Shares initially issued upon exercise
of an Option, unless at the time of exercise such Option Shares are
registered under the Securities Act of 1933, as amended, shall bear the
following legend on the face thereof:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED
SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT,
OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT..
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
SET FORTH IN A STOCK OPTION AGREEMENT, DATED JANUARY 1, 2004, BETWEEN THE
COMPANY AND XXXXXXXX X. XXXX AND MAY NOT BE TRANSFERRED EXCEPT IN
COMPLIANCE WITH THE TERMS OF SUCH STOCK OPTION AGREEMENT. THE COMPANY WILL
FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A COPY OF THE
STOCK OPTION AGREEMENT.
6.5 Nontransferability. There are substantial restrictions on the
transferability of the Options Shares. The Options are not transferable except
by will or the laws of descent and distribution, and any attempt to do so shall
void the Option. The Option Shares cannot be transferred, pledged,
hypothecated, sold or otherwise disposed of unless they are registered under the
1933 Act or an exemption from such registration is available and established to
the satisfaction of the Company; investors in the Company have no rights to
require that the Option Shares be registered except as set forth in Section 9 of
this Agreement; there is no right of presentment of the Option Shares and there
is no obligation by the Company to repurchase any of the Option Shares; and,
accordingly, Optionee may have to hold the Option Shares indefinitely and it may
not be possible for Optionee to liquidate Optionee's investment in the Company.
6.6 Adjustment By Stock Split, Stock Dividend, Etc. If at any time the
Company increases or decreases the number of its outstanding shares of Common
Stock, or changes in any way the rights and privileges of such shares, by means
of the payment of a stock dividend or the making of any other distribution on
such shares payable in its Common Stock, or through a stock split or subdivision
of shares, or a consolidation or combination of shares, or through a
reclassification or recapitalization involving its Common Stock, the numbers,
rights and privileges of the shares of Common Stock included in the Option shall
be increased, decreased or changed in like manner as if such shares had been
issued and outstanding, fully paid and nonassessable, at the time of such
occurrence, and the exercise price shall be adjusted accordingly.
6.7 Withholding of Taxes. The Company may take such steps as it deems
necessary or appropriate for the withholding of any taxes which the Company is
required by any law or regulation or any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with the
Option including, but not limited to, the withholding of all or any portion of
any payment owed by the Company to Employee or the withholding of issuance of
Option Shares to be issued upon the exercise of the Option.
6.8 Certain Representations, Warranties and Covenants of Employee. Employee
hereby represents, warrants and covenants to the Company that:
(a) Employee is acquiring the Option Shares for investment purposes only and
the Options Shares that Employee is acquiring will be held by Optionee
without sale, transfer or other disposition for an indefinite period unless
the transfer of those securities is subsequently registered under the
federal securities laws or unless exemptions from registration are
available.
(b) Employee will not sell, assign, transfer, exchange, encumber, pledge or
otherwise dispose of any of the Option Shares acquired pursuant to the
Options, or grant any option or right to purchase such shares or any legal
or beneficial interest in such shares, except in accordance with the
requirements set forth below:
(i) Prior to the consummation of the first public offering of Common Stock
pursuant to a registration statement (other than on Form S-8 or
successor forms) filed with, and declared effective by, the Securities
and Exchange Commission (an "Initial Public Offering"), Employee may
transfer shares of Common Stock only if the following conditions are
satisfied: (a) the proposed transfer must be pursuant to an exemption
from registration in compliance with the Securities Act, and any
applicable state securities laws, and the transferring Employee must
provide a written opinion from counsel acceptable to the Company to
the effect that no such registration is required under the applicable
securities laws; (b) the proposed transfer must be permissible under
the provisions of all other applicable laws, rules, regulations and
licenses and the transferring Employee must satisfy all pre-conditions
and comply with all other requirements pertaining to the transfer; and
(c) the Company must consent to the proposed transfer, which consent
will not be unreasonably withheld.
(ii) After an Initial Public Offering, and after any applicable restricted
period related to the Initial Public Offering, Employee may transfer
shares of Common Stock as follows: (a) Employee may sell shares of
Common Stock pursuant to an effective registration statement under the
Securities Act, in compliance with any applicable state securities
laws or blue sky laws; (b) Employee may sell shares of Common Stock
pursuant to, and in accordance with, the provisions of Rule 144; and
(c) Employee may transfer shares of Common Stock in any transaction
that satisfies the conditions discussed in Section 6.8(b)(i) above.
7. Confidentiality. Employee hereby warrants, covenants and agrees
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that, without the prior express written approval of the Company or unless
required by law or court order, Employee shall hold in the strictest confidence,
and shall not disclose to any person, firm, corporation or other entity, any and
all of the Company's data, including but not limited to (a) information,
drawings, sketches, plans or other documents concerning the Company's business
or development plans, customers or suppliers, (b) the Company's development,
design, construction or sales and marketing methods or techniques, or (c) the
Company's trade secrets and other "know-how" or information not of a public
nature, regardless of how such information came to the custody of Employee. For
purposes of this Agreement, such information shall include, but not be limited
to, information, including a formula, pattern, compilation, program, device,
method, technique or process, that (i) derives independent economic value,
present or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. The warranty,
covenant and agreement set forth in this paragraph shall not expire, shall
survive this Agreement, and shall be binding upon Employee without regard to the
passage of time or other events.
8. Non-Compete. Employee acknowledges and recognizes the highly competitive
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nature of the Company's business and that Employee's duties hereunder justify
restricting Employee's further employment following any termination of
employment. The Employee agrees that so long as the Employee is employed by the
Company, and (i) for a period of [two] years following the termination of this
Agreement, Employee, except when acting at the request of the Company on behalf
of or for the benefit of the Company, will not induce customers, agents or other
sources of distribution of the Company's business under contract or doing
business with the Company to terminate, reduce, alter or divert business with or
from the Company, and (ii) for a period of one year following the termination of
this Agreement, Employee shall not, directly or indirectly, either as a
principal, agent, employee, employer, consultant, partner, member or manager of
a limited liability company, shareholder of a company that does not have
securities registered under the Securities Exchange Act of 1934, as amended (the
"1934 Act"), or shareholder in excess of one percent of a company that has
securities registered under the 1934 Act, corporate officer or director, or in
any other individual or representative capacity, engage or otherwise participate
in any manner or fashion in any business that is in competition in any manner
whatsoever with the business activities of the Company, in or about any market
in which the Company has, or has publicly announced a plan for doing business.
Employee further covenants and agrees that the restrictive covenant set forth in
this paragraph is reasonable as to duration, terms and geographical area and
that the same protects the legitimate interests of the Company, imposes no undue
hardship on Employee, and is not injurious to the public. The covenant set forth
under (ii) above shall not apply if Employee's employment is terminated within
twelve months of a Change in Control as defined in of this Agreement. Ownership
by Employee, for investment purposes only, of less than one percent of any class
of securities of a corporation if said securities are listed on a national
securities exchange or registered under the 1934 Act shall not constitute a
breach of the covenant set forth under (ii) above. It is the desire and intent
of the Parties that the provisions of this paragraph be enforced to the fullest
extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, if any particular
portion of paragraph shall be adjudicated to be invalid or unenforceable, this
paragraph shall be deemed amended to apply in the broadest allowable manner and
to delete therefrom the portion adjudicated to be invalid or unenforceable, such
amendment and deletion to apply only with respect to the operation of paragraph
in the particular jurisdiction in which that adjudication is made.
9. Termination.
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(a) If Employee's employment is terminated by the Company without Cause (as
defined below), or if Employee terminates his employment for Reasonable
Basis (as defined below), then the Company shall, in exchange for
Employee's execution of a general release and waiver of claims against the
Company as of the termination date in a form reasonably acceptable to the
Company, continue to pay as severance Employee's salary for twelve months
or [one-half] the remaining term of the Agreement, whichever is greater.
Such payments shall be made in accordance with the Company's customary
payroll practices and shall be subject to applicable withholding and
payroll deductions. In the event of any such termination set forth in this
Section 9(a), Employee will not be entitled to any additional compensation
or benefits beyond what is provided in the first sentence of this Section
9(a).
(i) For purposes of this Agreement, "Cause" shall mean that the Board,
acting in good faith based upon the information then known to the
Company, determines that Employee has engaged in or committed any of
the following: willful misconduct, gross negligence, theft, fraud or
other illegal conduct; refusal or unwillingness to perform Employee's
duties; performance by Employee of Employee's duties determined by the
Board to be inadequate in a material respect; breach of any applicable
non-competition, confidentiality or other proprietary information or
inventions agreement between Employee and the Company; inappropriate
conflict of interest; insubordination; failure to follow the
directions of the Board or any committee thereof; or any other
material breach of this Agreement. Indictment or conviction of any
felony, or any entry of a plea of nolo contendre, under the laws of
the United States or any State shall also be considered "Cause"
hereunder. "Cause" shall be specified in a notice of termination to be
delivered by the Company no later than the date as of which
termination is effective.
(ii) For purposes of this Agreement, "Reasonable Basis" shall mean (A) a
material breach of this Agreement by the Company, provided that
Employee shall have first given written notice of such default to the
Company and if within thirty days after receipt of such notice, the
Company has not cured such default; or (B) termination of Employee's
employment by the Company without Cause during the term hereof; or (C)
a reduction in Employee's salary, except to the extent that a majority
of the other executive officers of the Company incur reductions of
salary that average no less than the percentage reduction incurred by
Employee; or (E) termination of the Employee's employment by the
Employee within 12 months after a "Change in Control," with Change in
Control being defined as follows:
"Change in Control" shall mean any of the following:
(1) any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation, other than a merger of the Company in
which the holders of the Company common stock immediately prior to the
merger own a majority of the voting common stock of the surviving
corporation immediately after the merger;
(2) any sale, lease, exchange or other transfer (in one transaction or a series
of related transactions)of all or substantially all the assets of the
Company;
(3) any approval by the stockholders of the Company of any plan or proposal for
the liquidation or dissolution of the Company;
(4) the acquisition by any person or entity, or any group of persons and/or
entities of a majority of the stock entitled to elect a majority of the
directors of the Company; or
(5) subject to applicable law, in a Chapter 11 bankruptcy proceeding, the
appointment of a trustee or the conversion of a case involving the Company
to a case under a Chapter 7 bankruptcy proceeding.
(b) In the event that Employee's employment with the Company is terminated for
Cause, by reason of Employee's death or disability, or due to Employee's
resignation or voluntary termination (other than for Reasonable Basis),
then all compensation and benefits will cease as of the effective date of
such termination, and Employee shall receive no severance benefits, or any
other compensation; provided that Employee shall be entitled to receive all
compensation earned and all benefits and reimbursements due through the
effective date of termination.
(c) In the event that Employee's employment with the Company is terminated for
any reason, (i) Employee shall have the right to exercise any Option(s) or
portion thereof for a period of three months from the effective date of
such termination and (ii) Employee's right to any Option or portion thereof
which has not been granted under this Agreement shall immediately terminate
on the effective date of such termination of employment.
(d) Employee agrees that the payments contemplated by this Agreement shall
constitute the exclusive and sole remedy for any termination of employment,
and Employee covenants not to assert or pursue any other remedies, at law
or in equity, with respect to any termination of employment.
(e) Any party terminating this Agreement shall give prompt written notice
("Notice of Termination") to the other party hereto advising such other
party of the termination of this Agreement stating in reasonable detail the
basis for such termination. The Notice of Termination shall indicate
whether termination is being made for Cause (if the Company has terminated
the Agreement) or for Reasonable Basis (if the Employee has terminated the
Agreement).
10. Remedies. If there is a breach or threatened breach of any
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provision of Section 7 or Section 8 of this Agreement, the Company will suffer
irreparable harm and shall be entitled to an injunction restraining Employee
from such breach. Nothing herein shall be construed as prohibiting the Company
from pursuing any other remedies for such breach or threatened breach.
11. Severability. It is the clear intention of the Parties to this
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Agreement that no term, provision or clause of this Agreement shall be deemed to
be invalid, illegal or unenforceable in any respect, unless such term, provision
or clause cannot be otherwise construed, interpreted, or modified to give effect
to the intent of the Parties and to be valid, legal or enforceable. The Parties
specifically charge the trier of fact to give effect to the intent of the
Parties, even if in doing so, information of a specific provision of this
Agreement is required consistent with the foregoing stated intent. In the event
that such a term, provision or clause cannot be so construed, interpreted or
modified, the validity, legality and enforceability of the remaining provisions
contained herein and other application(s) thereof shall not in any way be
affected or impaired thereby and shall remain in full force and effect.
12. Waiver of Breach. The waiver by the Company or Employee of the breach
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of any provision of this Agreement by the other Party shall not operate or be
construed as a waiver of any subsequent breach by that Party.
13. Entire Agreement. This document contains the entire agreement between
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the Parties and supersedes all prior oral or written agreements, if any,
concerning the subject matter hereof or otherwise concerning Employee's
employment by the Company (except for _________________). This Agreement may not
be changed orally, but only by agreement in writing signed by the Parties.
14. Governing Law. This Agreement, its validity, interpretation and
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enforcement, shall be governed by the laws of the State of _______, excluding
conflict of laws principles. Employee hereby expressly consents to personal
jurisdiction in the state and federal courts located in ________, ________ for
any lawsuit filed there against him by the Company arising from or relating to
this Agreement.
15. Notices. Any notice pursuant to this Agreement shall be validly given
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or served if that notice is made in writing and delivered personally or sent by
certified mail or registered, return receipt requested, postage prepaid, to the
following addresses:
If to Company: Siberian Energy Group Inc.
000 Xxxxxxx Xxxxxx, 0xx xxxxx
Xxx Xxxx XX 00000
Attention: Chairman of the Compensation
Committee
If to Employee: Xxxxxxxx X. Xxxx
To the address for Employee set forth below his signature.
All notices so given shall be deemed effective upon personal delivery or,
if sent by certified or registered mail, five business days after date of
mailing. Either party, by notice so given, may change the address to which his
or its future notices shall be sent.
16. Assignment and Binding Effect. This Agreement shall be binding
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upon Employee and the Company and shall benefit the Company and its successors
and assigns. This Agreement shall not be assignable by Employee.
17. Headings. The headings in this Agreement are for convenience only; they
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form no part of this Agreement and shall not affect its interpretation.
18. Construction. Employee represents he has (a) read and completely
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understands this Agreement and (b) had an opportunity to consult with such legal
and other advisers as he has desired in connection with this Agreement. This
Agreement shall not be construed against any one of the Parties.
19. Insurance. The Company is to maintain directors' and officers'
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insurance in an amount determined reasonably by the Board.
20. Counterparts. This Agreement may be executed in one or more
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counterparts, all of which taken together shall constitute a single instrument.
* * * * *
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
the day and year first above written.
EMPLOYEE SIBERIAN ENERGY GROUP INC.
/s/ Xxxxxxxx X. Xxxx
/s/ Xxxxx Xxxxxx
Xxxxxxxx X. Xxxx, Individually Xxxxx Xxxxxx, Chairman
Address: #63 - 73A KRASINA ST, Printed Name and Title
XXXXXX XXXX, XXXXXX, 000000
