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AMENDMENT NO. 1 TO
AMERICAN INTERNATIONAL PETROLEUM CORPORATION
EMPLOYMENT AGREEMENT WITH XXXXXX X. XXXXX DATED MAY 1, 1989
Amendment dated as of the 13th day of October 1995, between AMERICAN
INTERNATIONAL PETROLEUM CORPORATION, a Nevada corporation with executive
offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000 (the "Company"),
and XXXXXX X. XXXXX, residing at 000 Xxxx Xxxxxx, Xxx. 00X, Xxx Xxxx, XX
00000 (the "Employee").
W I T N E S S E T H
WHEREAS, the Employee is currently the Chief Executive Officer and
Chairman of the Board of Directors of the Company and has served the Company
pursuant to and Employment Agreement dated May 1, 1989; (the "Employment
Agreement"); and
WHEREAS, both the Company and the Employee recognize that the Company
is about to enter a significant new phase in its existence with the conclusion
of one or more of various agreements (the "Agreements") with the principals
representing certain Indonesian entities; and
WHEREAS, the conclusion of one or more of the Agreements could result
in a future "Change in Control", or involuntary termination of the Employee, as
such circumstances are described in the Employment Agreement, and that such
circumstances could require the Company to make significant cash payments to
the Employee; and
WHEREAS, both the Company and the Employee desire to relieve the
Company of the potential burden of such significant cash payments;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the Company and the Employee do hereby agree to amend the
Employment Agreement as follows:
1. The Employee hereby waives Paragraph 8(d) concerning the
Employee's potential involuntary termination, and such Paragraph
shall be of no further force or effect.
2. The Employee agrees to waive Section 9 concerning a potential
Change in Control and such Section shall be of no further force
or effect.
3. In return for the Employee waiving Paragraphs 8(d) and Section 9
of his Employment Contract, the Company will immediately issue to
the Employee 900,000 restricted shares (the"Shares") of the
Company's common stock. The relative aggregate value of this
transaction to the Company and to the Employee is established at
$450,000.
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4. The Employee hereby represents to the Company that the Shares are
being acquired for investment and not with a view to, or for
resale in connection with, any distribution thereof within the
meaning of the Securities Act of 1933, as amended. The Employee
agrees that a restrictive legend will be placed on the
certificate representing the Shares.
5. All other terms of the Employment Agreement will remain in full
force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by a duly authorized officer and the Employee has signed this
Amendment as of the day and year written below his signature hereto.
AMERICAN INTERNATIONAL
PETROLEUM CORPORATION
By: Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx
Vice President and
Chief Financial Officer
EMPLOYEE:
Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Date: October 13, 1995
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