EXHIBIT 10.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the 1st day of
March, 2003, by and between WYOMING OIL & MINERALS, INC., a Wyoming corporation
with its principal place of business located at 0000 Xxxxxxxx Xx., Xxxxx 000,
Xxxxxxxx Xxxxxxx, XX 00000 (hereinafter referred to as "Company" or "Employer")
and ______________________ (hereinafter referred to as the "Employee").
RECITALS
NOW THEREFORE, in consideration of the Recitals and the mutual covenants,
promises, agreements, representations and warranties contained in this
Agreement, the parties hereby accept employment on the terms and conditions
hereinafter set forth.
1. Term. Subject to the provisions for termination hereinafter provided,
the initial three (3) year term of this Agreement shall commence on March 1,
2003 and terminate on March 01, 2006, and shall continue thereafter on a year to
year basis unless terminated by the Company by delivery of written notice to the
Employee not later than sixty (60) days prior to the date for termination as
indicated in said notice.
2. Compensation and Performance Review.
a) For all services rendered by the Employee under this Agreement,
commencing March 1, 2003, the Company shall be obligated to pay the Employee a
salary of $9,000.00 per month, payable in accordance with the Employer's regular
payroll procedure.
b) At the end of every yearly period after the commencement of the term of
this agreement, the Company shall grant the Employee a performance and salary
review for the purposes of gauging the performance of the Employee for the
preceding year and adjusting the salary of the Employee hereunder looking to the
results of such review and the Company's financial progress, among other things,
as guides in such adjustments; provided, however, compensation payable to the
Employee pursuant to this provision shall in no event be reduced from that fixed
by Subparagraph (a) in this Section 2.
3. Duties. Employee is engaged as the Secretary of the Company. In such
capacity, Employee shall exercise detailed supervision over the operations of
the Company subject, however, to control by the Board of Directors. The Employee
shall perform all duties incident to the title of Secretary and such other
duties as from time to time may be assigned to him by the Board of Directors.
4. Best Efforts of Employee. The Employee shall devote his full time
efforts to the business of the Company and to all of the duties that may be
required by the terms of this Agreement to the reasonable satisfaction of the
Company. The Employee shall at all times faithfully, with diligence and to the
best of his ability, experience and talents, perform all the duties that may be
required of and from his pursuant to the express and implicit terms hereof to
the reasonable satisfaction of the Company. Such services shall be rendered at
such other place or places as the Company shall in good faith require or as the
interest, needs, business or opportunity of the Company shall require. The
Employee agrees not to engage in any employment or consulting work or any trade
or business for his account or for or on behalf of any other person, firm or
corporation, unless the Employee obtains prior written consent from the Board of
Directors of the Company.
5. Working Facilities. The Employee shall be furnished with all such
facilities and services suitable to his position and adequate for the
performance of his duties.
6. Expenses. The Employee is authorized to incur reasonable expenses for
promoting the business of the Company, including his out-of-pocket expenses for
entertainment, travel and similar items. The Company shall reimburse the
Employee for all such expenses on the presentation by the Employee, from time to
time, of an itemized account of such expenditures in accordance with the
guidelines set forth by the Internal Revenue Service for travel and
entertainment.
7. Benefits. The Employee shall be entitled to receive any and all health,
insurance, disability or any other benefit plan adopted by the Board of
Directors from time to time for the benefit of its employees.
8. Vacation. The Employee shall be entitled each year to a vacation of a
reasonable amount during which time his compensation shall be paid in full.
9. Disability.
a) Should the Employee, by reason of illness or incapacity, be unable to
perform his job for a period of up to and including a maximum of three (3)
months, the compensation payable for and during such period under this Agreement
shall be unabated. The Board of Directors shall have the right to determine the
incapacity of the Employee for the purposes of this provision, and any such
determination shall be evidenced by its written opinion delivered to the
Employee. Such written opinion shall specify with particularity the reasons
supporting such opinion and be manually signed by at least a majority of the
Board. Should the Board of Directors determine the Employee incapable of the
performance of his duties, the Employee's compensation thereafter shall be
reduced to zero.
b) The Employee shall receive full compensation upon his return to
employment and regular discharge of his full duties hereunder. Should the
Employee be absent from his employment for whatever cause for a continuous
period of more than 365 calendar days, the Company may terminate this Agreement
and all obligations of the Company hereunder shall cease upon such termination.
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10. Termination.
a) The Company may terminate this Agreement with cause at any time with
immediate notice to the Employee thereof, and such notice having been given,
this Agreement shall terminate in accordance therewith. For the purpose of this
section, "cause" shall be defined as meaning such conduct by the Employee which
constitutes in fact and/or law a breach of fiduciary duty or felonious conduct
having the effect, in the opinion of the Board of Directors, of materially
adversely affecting the Company and/or its reputation.
b) The Company may terminate this Agreement without cause by giving sixty
(60) days written notice to the Employee, and such notice having been given,
this Agreement shall terminate in accordance therewith.
c) The Employee may terminate this Agreement without cause by giving sixty
(60) days written notice to the Company, and such notice having been given, this
Agreement shall terminate in accordance therewith.
d) In the event of termination herein, or being asked to resign as part of
a merger, acquisition, buyout or any corporate restructure, the Employee shall
be entitled to receive compensation through the original term specified in
paragraph one (1). Such compensation shall be paid in full at the date of
termination only if the Employment Agreement is terminated without cause. After
the date of termination, all benefit and incentive programs of any kind or
nature then in place shall terminate.
11. Notices. All notices, demands, elections, opinions or requests (however
characterized or described) required or authorized hereunder shall be deemed
given sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, or by tested telex, telegram or
cable to, in the case of the Company:
Wyoming Oil & Minerals, Inc.
0000 Xxxxxxxx Xx.
Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
and in the case of the Employee:
_____________________________
_____________________________
_____________________________
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12. Confidential Information. During the term of this Agreement, the
Employee will have access to certain confidential information and materials,
including but not limited to oil and gas property and lease information,
originated by the Company or disclosed to the Company by others under agreements
to hold the same confidential ("Confidential Information"). Confidential
Information further includes, but is not limited to, all technical, engineering,
property and lease information, financial, business practices, customer lists,
customer identities and commercial information heretofore or hereafter disclosed
or transmitted by the Company in any form and manner to the Employee or
otherwise received by the Employee, whether orally or in writing. Employee
acknowledges that Employee shall not either directly or indirectly use, disclose
or communicate to any person or entity any Confidential Information for any
purpose at all whether during or after the term of this Agreement, except to the
extent any such information becomes generally known to the public through no
fault of Employee. Furthermore, the terms of this provision survive the Term of
this Agreement, or any termination thereof.
13. Remedies. Employee acknowledges that any failure to carry out an
obligation under this Agreement, or a breach by the Employee of any provision
herein, will constitute immediate and irreparable damage to the Company, which
cannot be fully and adequately compensated in money damages and which will
warrant preliminary and other injunctive relief, an order for specific
performance, and other equitable relief. Employee also understands that other
actions may be taken and remedies enforced against the Employee, including
termination of any other agreements the Employee may have with the Company.
14. Entire Agreement. This Agreement contains the entire agreement between
the Company and the Employee, regarding employment of the Employee. This
Agreement shall not be modified except by written agreement signed by both
parties.
15. Headings. The subject headings of the articles and sections contained
in this Agreement are included for convenience purposes only and shall not
control or affect the meaning, construction or interpretation of any provision
hereof.
16. Assigns. This Agreement shall be binding upon the Company and Employee,
their respective heirs, executors, legal representatives, successors and
assigns.
17. Waiver and Severability. No waiver by either party of any breach or
default hereof by the other shall be deemed to be a waiver of any preceding or
succeeding breach or default hereof, and no waiver shall be operative unless the
same shall be in writing. Should any provision of this Agreement be declared
invalid by a court of competent jurisdiction, the remaining provisions hereof
shall remain in full force and effect regardless of such declaration.
18. Arbitration. Any dispute regarding the subject matter of this Agreement
shall be resolved by binding arbitration to be conducted by an arbitration
association upon mutual written agreement of the parties. The prevailing party
shall be entitled to an award of attorney's fees, costs and expenses. The award
may be converted to an order of a court of competent jurisdiction, and each
party voluntarily submits to personal jurisdiction in the federal and state
courts located in Colorado. Notwithstanding the aforementioned, the Company
shall be entitled to seek injunctive relief for violation of the provisions of
Section 12 herein, as provided in Section 13 herein.
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19. Counterparts. This Agreement may be executed in several counterparts,
and as to executed shall constitute one Agreement, binding on all parties
hereto, notwithstanding that all parties are not signatory as to other original
or the same counterpart. Facsimile signatures are acceptable.
20. Time. Time is of the essence.
21. Governing Law. This Agreement shall be construed under the laws of the
State of Colorado.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
THE COMPANY: THE EMPLOYEE:
WYOMING OIL & MINERALS, INC.
By:
------------------------- -----------------------------
Xxxx X. Xxxxxx, President
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