EMPLOYMENT AGREEMENT
This
Employment
Agreement
("Agreement")
is
entered
into
as
of
this
16 day
of
October,
2006
by
and between Ignis Petroleum Corporation and Ignis Petroleum Group,
Inc.,
(collectively referred to as "Company")
and Xxxx X. Xxxxx (hereinafter referred to as "Employee").
FOR
GOOD
AND VALUABLE CONSIDERATION, the
receipt and sufficiency of which
is
hereby acknowledged by the parties hereto,
the Company and Employee agree, as
follows:
1.
Employment. Company
hereby employs Employee and Employee accepts employment by
Company, subject to the terms and conditions set
forth
in this Agreement
and
subject to
Company’s policies and procedures, to the extent the Company’s policies and
procedures are not inconsistent with this Agreement, for the Employment
Period (as defined below) stated herein.
2. Position. During
the Employment Period, Employee will render
services as Senior Vice President of Development and Operations with
responsibility for evaluating, developing and operating new business
opportunities. Employee shall report directly to the President and CEO of
Company and serve on the Senior Management Team. A summary of the position
and
areas of responsibility is attached hereto as Exhibit A.
3. Employment
Period or Term. Company
hereby agrees to employ
Employee, and Employee hereby agrees to be employed by Company for
a
period of three years commencing on October 16, 2006 and ending on October
15,
2009 (the "Employment Period" or "Term"). The parties by mutual written
agreement may renew this Agreement.
4. Duties. Employee’s
duties are more particularly described in Exhibit A. In addition, Employee
shall attend management and staff meetings with
executive and supervisory personnel of Company, as
required.
Employee shall also perform such other duties reasonably requested
by Company.
5.
Compensation.
Employee
shall be provided with a base remuneration of cash, restricted common stock,
bonus and non-bonus, and benefits as detailed in Exhibit B.
6.
Termination
of Employment. This
Agreement and Employee's employment may be terminated at any time as
follows:
(a)
Resignation
by Employee. In the event Employee resigns from Company, the Company shall
not
be obligated to provide a severance package other than those benefits provided
as a matter of law. In the event Employee resigns from Company due to breach
of
this Agreement by Company and employee has given the Company written notice
and
a reasonable opportunity to cure such breach, Employee shall be entitled
to the
severance package described in paragraph 6(c) provided that Employee is
not
himself in breach of this Agreement or otherwise eligible to be terminated
under
section 6(b) of this Agreement;
(b)
by
the
Company upon notice for Cause which shall be defined
as:
Page
1 of 4
(i)
|
Employee's
willful failure, neglect, refusal, or
nonperformance, at any time, of Employee's
duties or obligations set forth in this Agreement or a willful breach
by
Employee
of this Agreement;
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(ii)
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Employee's
conviction or no contest or guilty plea to or indictment for (or
its
procedural equivalent) a felony or crime involving moral turpitude,
or Employee's guilty plea or no contest plea to a lesser included
offense
or crime in
exchange
for withdrawal of a felony indictment, felony charge by information,
or
a
charged crime involving moral turpitude, whether the charge arises
under federal,
state or local law;
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(iii)
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Employee's
death or disability;
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(iv)
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Employee's
failure to adhere in any material respect to any material written
policy
of the Company;
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(v)
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Employee's
appropriation (or attempted appropriation) of a material business
opportunity of the Company or any of its affiliates, including, without
limitation, attempting to secure or securing, any personal profit
in
connection with any transaction entered into on behalf of the Company
or
any of its affiliates;
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(vi)
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Employee's
commission of an act of fraud, illegality, theft or willful misconduct
toward the Company or any of its affiliates in the course of employment
with the Company that relates to the Company's or any of its affiliates'
assets, activities, operations or other
employees;
|
(vii)
|
Employee's
repeated intoxication with alcohol or drugs while on the Company's
premises during regular business hours;
or
|
(viii)
|
Employee's
gross incompetence that has a material adverse impact on the Company's
finances or operations or a pattern of gross incompetence of Employee,
in
each case as determined in good faith by the Board of Managers of
the
Company;
|
In
the
event Employee is terminated for Cause the Company shall pay Employee's
salary and benefits through the date of such termination
and Employee shall forfeit and have no right to any shares of stock
compensation (bonus and non-bonus) otherwise scheduled to vest and be
issued to Employee after the date Employee is terminated for
Cause.
(c)
|
Company
may terminate Employee's employment without Cause. The term “without
Cause” shall be defined as any reason except those set out in
subparagraph (b) of Section 6. In
that event, Company shall provide Employee with a severance package.
Employee's
severance package shall include
for a period of three months (or for one year if said termination
without
cause occurs within one year of a change-of-control of the Company
(i)
payment of Employee's
salary; (ii) benefits grossed up for tax purposes; and (iii) the
remaining
(non-bonus) shares of Company stock
compensation.
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Page 2 of 4
7.
Confidential
or Proprietary Information. During
and after the Employment Period, Employee
will not, without the prior written consent of Company,
either directly or indirectly transmit
or disclose to any person or entity
any Confidential or Proprietary Information
of Company
and its affiliates which Employee hereby acknowledges he will obtain in the
course of his
employment hereunder. Employee
will not disclose such Confidential or Proprietary Information
to any other person or entity and
will
not use such Confidential or Proprietary Information
for his own benefit or the benefit of
any
other person or entity. As used in this Agreement "Confidential or Proprietary
Information"
means any information not
generally disclosed
or known to the trade or public concerning
business or operation of Company. Employee
agrees to maintain all
such
information
in confidence during Employee's employment with Company and following
any
termination
of this Agreement or Employee's employment. Employee shall promptly return
to a
representative
of Company all materials involving Confidential
or Proprietary Information in the
Employee's possession or control. The prior knowledge, mental impressions,
and
experience of Employee gained before employment with Company shall not be deemed
Company’s Confidential or Proprietary Information.
8.
Indemnification
and Insurance.
Company
and Employee shall enter into an Indemnification Agreement in the form attached
hereto as Exhibit C.
9.Dispute
Resolution.
The
parties agree that any dispute, controversy or claim, whether based on contract,
tort, statute, discrimination, retaliation, or otherwise, relating to, arising
from or connected in any manner to this Agreement, or to the alleged breach
of
this Agreement, or arising out of or relating to Employee's employment or
termination of employment, shall, upon timely written request of either party
be
submitted to and resolved by binding arbitration. The arbitration shall be
conducted in Dallas, Texas. The arbitration shall proceed in accordance with
the
National Rules for Resolution of Employment Disputes of the American Arbitration
Association ("AAA") in effect at the time the claim or dispute arose, unless
other rules are agreed upon by the parties. Unless otherwise agreed to by the
parties in writing, the arbitration shall be conducted by one arbitrator who
is
a member of the AAA and who is selected pursuant to the methods set out in
the
National Rules for Resolution of Employment Disputes of the AAA. Any claims
received after the applicable/relevant statute of limitations period has passed
shall be deemed null and void. The award of the arbitrator shall be a reasoned
award with findings of fact and conclusions of law. Either party may bring
an
action in any court of competent jurisdiction to compel arbitration under this
Agreement, and to enforce an arbitration award. Each party shall pay 50% of
the
actual costs of arbitration excluding attorneys fees. Each party will pay its
own attorneys fees and other costs incurred by their respective
attorneys.
10.
Miscellaneous.
(a)
|
Choice
of
Law: Unless
otherwise
specified
or
required
by
statute
in
a
particular jurisdiction which expressly pertains to an employment
relationship (e.g., wage payment timing,
tax withholding, etc.), all construction and interpretation of this
Agreement shall be governed by and construed in accordance with the
laws
of the State of Texas, without giving effect to principles of conflicts
of
law.
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Page 3 of 4
(b)
|
Severability: Employee
and Company agree that any provision of this Agreement deemed
void, voidable, illegal, unenforceable or invalid may be reformed
to
permit enforcement
of the objectionable provision to the fullest
permissible extent. Any provision
of this Agreement deemed unenforceable after modification shall be
deemed
stricken
from this Agreement, with the remainder of the Agreement being given
its
full force
and effect.
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(c)
|
Waiver: No
waiver by Employee or Company of any default or breach of any covenant
of
this Agreement
shall be deemed to be a waiver of any prior or subsequent default
or
breach of the
same or other covenant of this Agreement, or affect in any way any
rights
arising by virtue
of any prior or subsequent such
occurrence.
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(d)
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Merger: This
Agreement contains the entire understanding of the parties with respect
to
the subject matter hereof and supersedes and nullifies all prior
or
contemporaneous conversations,
negotiations, or agreements (oral or written) regarding the subject
matter
of
this Agreement. In any future construction of this Agreement, this
Agreement should be
given its plain meaning. This Agreement and any attached exhibits
may
not be changed, modified or amended in any respect except by a written
instrument. To
the extent the wording of this Agreement conflicts with any provision
of
Exhibits A & B, the wording of this Agreement shall
control.
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(e)
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Counterparts: This
Agreement may be executed in counterparts, a
counterpart transmitted
via facsimile, and all executed counterparts, when taken
together, shall constitute
sufficient proof of the parties' entry into this Agreement. The parties
agree to execute
any further or future documents which may be necessary to allow
the full performance
of this Agreement.
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(f)
|
Headings: This
Agreement contains headings for ease of reference. The headings have
no
independent meaning.
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IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
to
be
effective as of the date
first written above.
Employee:
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/s/
Xxxx
X. Xxxxx
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Xxxx
X. Xxxxx
|
|
Date:
|
October
16, 2006
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Company:
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Ignis
Petroleum Corporation
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By:
/s/
Xxxxxxx X. Xxxxxx
|
|
Its:
President
& CEO
|
|
Date:
|
October
16, 2006
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Company:
|
|
By:
/s/
Xxxxxxx X. Xxxxxx
|
|
Its:
President
& CEO
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Date:
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October
16, 2006
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Page 4
of 4
EXHIBIT
A
SENIOR
VICE PRESIDENT OF DEVELOPMENT AND OPERATIONS
POSITION
SUMMARY
—
|
Company
Officer directly accountable for evaluating, developing and operating
new
opportunities and existing properties throughout the Company’s areas of
business.
|
—
|
Key
member of the senior management team who provides input on matters
of
technical, strategic and economic importance.
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—
|
Expected
to be knowledgeable and skilled in matters related to the engineering,
operations, and evaluation of the companies’ properties and oil & gas
opportunities.
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PRIMARY
AREAS OF RESPONSIBILITY
—
|
Build
and motivate a team of engineers, operations personnel, and critical
service contractors
|
—
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Direct
and oversee all aspects of the company’s engineering and production
operations including contractor negotiation and performance
monitoring
|
—
|
Maintain
existing and establish new relationships with industry partners to
create
potentially new business
opportunities
|
—
|
Play
key role in property acquisitions including technical and economic
evaluation, structuring and negotiating deals, due diligence, and
“set-up”
of new organizations
|
—
|
Identify
and plan in-field development and cost-saving opportunities to drive
value.
|
—
|
Track
operating performance against plan and provide regular operational
updates
to Senior Management Team.
|
—
|
Maintain
and create company’s participation in key business technical and operating
groups and forums to provide
representation
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PROFESSIONAL
REQUIREMENTS
—
|
BS
degree in engineering
|
—
|
Technical,
operating and business management experience in oil and gas production
progressive leadership positions
|
—
|
Highly-respected
in oil and gas sector with strong industry affiliations
|
EXHIBIT
B
REMUNERATION
AND BENEFITS
CASH
COMPENSATION:
—
|
$150,000
per year (adjusted annually based on individual and Company performance)
|
STOCK
COMPENSATION: Total
award of up to 1,800,000 common shares of restricted stock over three years,
granted in increments of 170,000 shares every six months (340,000 per year)
and
260,000 in bonus shares each year. The bonus element will be based on both
company and individual performance and will be subject to approval by the
board’s compensation committee.
PAID
TIME OFF: Up
to
four weeks earned vacation per year and ten business holidays.
MEDICAL
INSURANCE: Company
to pay for employee coverage per the Company plan (“contribution”) or to
reimburse an amount up to the contribution for employee self-selected plan.
REIMBURSABLE
EXPENSES:
Reimbursed for reasonable and customary expenses incurred on behalf of and
in
furtherance of the business of the Company. Upon approval of such expenses
Company shall promptly (within 30 days) provide reimbursement for such expenses.
CHANGE
OF CONTROL: The Company
would provide for cash severance equal to one-year of salary and advance of
remaining restricted share balance upon change of control.
PERFORMANCE:
The
Company will conduct a formal performance at the end of each year of employment.
The Company can decide to terminate this relationship should performance not
meet expectations. In such case the Company would provide a severance of three
months cash salary and provide the remaining (non-bonus) shares of Ignis stock
compensation without any further obligation to the Company.
EMPLOYMENT
AGREEMENT: The Company
will enter into a more formal employment agreement upon acceptance of the offer
and signature.