Exhibit 10.2
EMPLOYMENT AGREEMENT
Employment Agreement, between Pangea Petroleum (the "Company") and Xxxxxxx
X. Xxxxxxx (the "Employee").
1. For good consideration, the Company employs the Employee on the
following terms and conditions.
2. Term of Employment: Subject to the provisions of termination set forth
below this agreement will begin on June 1, 1999, unless sooner terminated.
3. Salary/Benefits: The Company shall pay Employee a salary of $4,000 per
month, for the services of Employee, payable at regular payroll periods. The
Employee will also be awarded 50,000 options to purchase Pangea Stock per month.
The options will have a cost basis of $1.00 per share. In addition, Company will
provide Medical Benefits for the Employee. The Employee will be awarded percent
(3%) 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).
4.Duties and Position: The Company hires the Employee in the capacity of
Chairman of the Board and Chief Executive Officer. The Employee's duties may be
reasonably modified at the Company's direction from time to time.
5.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.
6.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.
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7.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.
8.Vacation: The Employee shall be entitled to a yearly vacation of four (4)
weeks at full pay beginning the at the date of employment.
9.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.
10. Termination of Agreement: With 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.
Without cause, the Employee may terminate employment upon 30 days' written
notice to the company. 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 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.
11. 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.
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12. Restriction on Post Employment Compensation: For a period of one (1)
year after the end of employment, the Employee shall not control, consult to or
be employed by any business similar to that conducted by the Company, either by
soliciting any of its accounts or by operating within Employer's general trading
area.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
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18. 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.
19. 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.
Signed this 25,day of June, 1999.
Pangea Petroleum Corp. /s/Xxxxxxx X. Xxxxxxx
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Company Employee
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