EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into and made effective as of October 1, 1997, by
and between American Rivers Oil Company (AROC). a Wyoming corporation
("Employer"), and Xxxxxxx X. Xxxxxxxxxx ("Employee").
R E C I T A L S
WHEREAS, Employer is desirous of hiring Employee as one of it's key employees;
and
WHEREAS, Employee is willing to accept employment as an employee of Employer in
Denver, Colorado; and
WHEREAS, the parties hereto desire to delineate the responsibilities of Employee
and the expectations and obligations of Employer;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and obligations herein contained, the parties hereto agree as follows:
AGREEMENT
1. Employment. Employer hereby employs Employee, and Employee hereby
accepts employment with Employer, upon the terms and conditions set forth in
this Agreement.
2. Term of Employment. The employment of Employee shall commence on October
1, 1997 and shall continue for a period of 15 months unless sooner terminated
pursuant to the provisions hereof:
3. Duties.
3.1. Basic Duties of Employee. Subject to the direction of the Board
of Directors of Employer, Employee shall serve as President of Employer and
shall fulfill all duties and obligations accruing to such office. In addition
Employee will be asked to serve as a director of the company.
3.2. Time Devoted to Employment. Employee shall devote substantially
all of his professional time to the business of the Employer during the term of
this agreement, however, Employer understands Employee will be granted
reasonable and nonrestrictive time, necessary to fulfill any personal
obligations he may need to address.
3.3 Place of Performance of Duties. The services of Employee shall be
performed at Employer's place of business and at such other locations as
required to fulfill Employee's duties.
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4. Compensation.
4.1 Basic Salary. As compensation for services rendered pursuant to
this Agreement, Employer shall pay Employee $4167 per month starting in January
of 1998 and continuing for 12 consecutive months. Payment shall be made in
accordance with Employer's payroll practices for all other employees. Employer
agrees it will manage its budget in order to fulfill this obligation.
4.2 Employee Contribution of Time. Employee agrees to forego
compensation for the first 3 months of his employment with Employer in an effort
to help the company lower it's overhead in the short term. This contribution is
offered by the Employee in an effort to help grow the company.
4.3 Expense Reimbursements. Subject to such policies and procedures as
may be adopted by Employer, Employee shall be entitled to reimbursement for
travel, entertainment and other expenses actually incurred on behalf of Employer
to the extent such expenses are incurred in connection with direct activities of
Employer.
4.4 Fringe benefits. Employee shall be entitled to 3 weeks vacation
and absences for illness according to Employer polices. Employee shall have the
right to participate in Employer's medical plan, insurance plans, and 401k plan
at Employee's sole expense, unless the Employer decides to offer this benefit as
further compensation (whether such plans exist at time of employment or are
created later), which can be done at any time during the Employees term of
employment.
4.5 Incentive Bonus. Employer may pay to Employee an incentive bonus
to be determined in good faith by members of the Board of Directors of the
Company, which may be determined by such factors as performance of Employee and
or profitability of Employer.
4.6 Stock Option Plan or Other Plans of Employer. Employee shall be
permitted to participate in any Stock Option Plan or other Plans not related to
the grant of options to purchase stock of Employer that are provided by Employer
to officers of Employer as such Plans are implemented and revised from
time-to-time by the Board of Directors.
5. Termination of Employment.
5.1 By Notice. This Agreement, and the employment of Employee
hereunder. may be terminated by Employee or Employer upon 30 days written notice
of termination; provided, however. in the event Employer shall terminate this
Agreement for any reason other than the occurrence of any events set forth in
Section 5.9, Employer shall] immediately pay all the compensation provided in
Paragraph 5.3 below.
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5.2. Other Termination. This Agreement, and the employment of Employee
hereunder, shall terminate within 30 days of the occurrence of any of the
following events:
(1) The death of Employee or the loss of legal capacity.
(2) The failure of the Employee to devote a reasonable and
substantial portion of his professional time to Employee's duties
or the willful and habitual neglect of duties.
(3) The willful engaging by Employee in an act of dishonesty
constituting a crime under the laws of the State of Colorado.
(4) The continued incapacity in excess of 90 days on the part of the
Employee to perform his duties, unless waived by the Employer.
(5) By mutual written agreement of Employee and Employer.
(6) Upon the expiration of the term of this Agreement.
(7) Employee's voluntary termination of his employment with Employer.
5.3. Effect of Termination on Compensation. In the event of the
termination of Employee's employment pursuant to this Agreement prior to the
completion of the term of employment specified herein, Employee shall
immediately be entitled to receive the compensation earned by him (including
bonuses) prior to the date of such termination as provided in this Agreement. In
the event of the termination of Employee's employment for any cause other than a
cause enumerated in Paragraph 5.9, Employer shall pay Employee the balance of
the unpaid base salary which would otherwise be payable to Employee during the
remainder of the term of this Agreement. Employee shall be entitled to no
further compensation, in the nature of severance pay or otherwise upon the
termination of his employment pursuant to this Agreement, unless the Board of
Directors of the company decide such additional compensation is warranted.
5.4 Remedies. No termination of the employment of Employee pursuant to
the terms of this Agreement shall prejudice any other remedy to which any party
to this Agreement may be entitled either at law, in equity, or under this
Agreement.
6. Property Rights and Obligations of Employee.
6.1. Trading in Public Stock. Employee agrees he will not personally
trade in AROC Common stock via any transaction other than a transaction with
AROC, Xxxxxxx Xxxxx Oil Company (KTOC) or it's affiliates, which is board
approved.
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6.2 Trade Secrets. Employee agrees to keep all confidential
discussions with regard to Employer, it's corporate strategies, acquisition and
drilling prospects and any and all information related thereto so long as such
information has not previously been publicly released by duly authorized
representatives of Employer or otherwise lawfully entered the public domain.
6.3. Property of Employer. Employee agrees that all documents,
reports, files, analyses, maps. proposals, computer software or hardware.
seismic data and similar materials that are made bv him or come into his
possession by reason of his employment with Employer are the property of
Employer and shall not be used by him in any way, except with written consent of
Employer.
7. Indemnification. Employer shall indemnify and hold harmless Employee to
the full extent permitted by Wyoming law, the Articles of Incorporation and the
By-laws of Employer and any other applicable statue, rule, code or common law
principle from and against any and all claims, demands, losses, costs, expenses,
obligations, liabilities damages, recoveries and deficiencies (including all
attorney's fees) arising, resulting from or relating to the performance by
Employee of his obligations to Employer hereunder. Employee is given Board
approval to acquire Directors and Officers Liability Insurance on behalf of the
company and it's officers and directors, with an annual premium amount not to
exceed $5000 per year.
8. General Provisions.
8.1. Notices. Any notices or other communications required or
permitted to be given hereunder shall be given sufficiently only if in writing
and served personally or sent by certified mail, postage prepaid and return
receipt requested, addressed as follows:
If to Employe: American Rivers Oil Company - 000 Xxxx 0xx Xxxxxx
- Xxxxx 000 - Xxxxxx Xxxxxxxx 00000.
If to Employee: Xx. Xxxxxxx X. Xxxxxxxxxx - 0000 X. Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 00000.
Either party may change his/its address for purposes of this Agreement by
giving written notice of such change.
8.2. Choice of Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado.
8.3. Entire Agreement: Modification and Waiver. This Agreement
supersedes any and all other agreements, whether oral or written, between the
parties hereto with respect to employment. Any modification of this Agreement
shall be effective only if it is in writing and signed by both parties. No
waiver of any of the provisions of this Agreement shall be deemed, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by both parties making the waiver.
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8.4. Assignment. Because of the personal nature of the services to be
rendered hereunder, this Agreement may not be assigned in whole or in part by
Employee without the prior written consent of Employer. However, subject to the
foregoing limitation, this Agreement shall be binding on, and shall inure to the
benefit of the parties hereto and their respective heirs, legatees, executors,
administrators, legal representatives, successors, and assigns.
8.5. Severability. If for any reason whatsoever, any one or more of
the provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable, or invalid as applied to any particular case or in all cases,
such circumstances shall not have the effect of rendering any such provision
inoperative, unenforceable, or invalid in any other case or of rendering any of
the other provisions of this Agreement inoperative, unenforceable, or invalid.
8.6. Corporate Authority. Employers represents and warrants as of the
date hereof that Employer's execution and delivery of this Agreement to Employee
and the carrying out of the provisions hereof have been duly authorized by
Employer's Board of directors and further represents and warrants that neither
the execution and delivery of this Agreement, nor the compliance with the terms
and provisions thereof by Employer will result in the breach of any state
regulation, administrative or court order, nor will such compliance conflict
with, or result in the breach of, any of the terms or conditions of Employer's
Articles of Incorporation or Bylaws, as amended. or any agreement or other
instrument to which Employer is a party, or by which Employer is or may be
bound, or constitute an event of default thereunder, or with the lapse of time
or the giving of notice or both constitute an event of default thereunder.
8.7. Attorneys' Fees. In any action at law or in equity to enforce or
construe any provisions or rights under this Agreement, the unsuccessful party
or parties to such litigation, as determined by the courts pursuant to a final
judgment or decree, shall pay the successful party or parties all costs,
expenses, and reasonable attorneys' fees incurred by such successful party or
parties (including, without limitation, such costs, expenses, and fees on any
appeals), and if such successful party or parties shall recover judgment in any
such action or proceedings, such costs, expenses, and attorneys' fees shall be
included as part of such judgment.
8.8. Counterpart. The Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
8.9. Headings and Captions Headings and captions are included for
purposes of convenience only and are not a part hereof.
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8.10. Consultation with Council. Employee acknowledges that he has had
the opportunity to consult with counsel independent of Employer regarding the
entering into of this Agreement and has done so to the extent he sees fit.
Employer acknowledges that this Agreement has been reviewed by Corporate
Counsel.
IN WITNESS, WHEREOF. the parties hereto have executed this Agreement effective
as of the day and year first written above at Denver, Colorado.
"EMPLOYER"
American Rivers Oil Company
By: /s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx, President
"EMPLOYEE"
By: /s/ XXXXXXX X. XXXXXXXXXX
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Xxxxxxx X. Xxxxxxxxxx
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