Exhibit 10.16
CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT is made and entered into as of the 30
th day
of November, 2007, by and between Bois d’Arc Energy, Inc. a
Nevada corporation (“BDE”), and Wayne L. Laufer
(“Laufer”).
WHEREAS , Laufer has retired from his employment as the
Chief Executive Officer of BDE, effective November 30, 2007;
and
WHEREAS , Laufer is willing to provide consulting services
to BDE;
NOW,
THEREFORE , it is agreed as follows:
| 1. |
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Services. Laufer agrees to perform consulting services
for a term commencing on the date of this Agreement and ending on
November 30, 2008 (the “Term”), on an as-needed
basis, with a minimum commitment of ten (10) hours of services
per month (the “Services”) and as the Chief Executive
Officer of the Company may reasonably request. |
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| 2. |
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Consulting Fees and Expenses. BDE shall pay Laufer a
consulting fee of Fifty Thousand Dollars ($50,000.00) per month,
payable in monthly installments during the Term of this Agreement,
commencing December 1, 2007. The fee due hereunder shall
include all expenses of Laufer other than his direct travel
expenses which shall be reimbursed to the extent provided in
BDE’s travel reimbursement policies. |
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Laufer authorizes BDE to withhold from each installment of his
consulting fee his share of the monthly premium for continuing
coverage under the BDE group medical plan, in accordance with
Paragraph 12(a)(2) of his Employment Agreement with BDE dated
as of July 16, 2004 (the “Employment Agreement”).
Laufer authorizes BDE to withhold the premium for the remaining
period of coverage (six months) from the final installment of his
consulting fee for the period ending November 30, 2008. |
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| 3. |
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Release of Claims under Employment Agreement. In
exchange for this Agreement, Laufer fully and forever releases BDE
from any claims for severance pay as set forth in
Paragraph 12(a)(2) of his Employment Agreement. |
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| 4. |
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Termination. Laufer may terminate this Agreement upon
thirty (30) days’ advance written notice to BDE. The
Company may terminate Laufer for Cause. In the event of such
termination, Laufer shall be entitled to payment only for the
Services performed through the date of termination. Upon
termination, Laufer shall immediately deliver to BDE Laufer’s
work in progress as well as any other materials provided to or
created by Laufer under this Agreement. |
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“Cause” shall mean: |
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a. |
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Should Laufer engage in any activity that would in the opinion
of BDE constitute a material conflict of interest with BDE’s
oil and gas activities in the Gulf of Mexico; or |
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b. |
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Should Laufer willfully and continually fail to substantially
perform its Services, be grossly negligent in the performance of
its Services hereunder, or engage in conduct materially injurious
to BDE. |
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Proprietary Rights. For purposes of this Section 5,
“Work Product” shall mean any and all ownership, moral
and/or intellectual property rights, including all trade secrets,
U.S. and international copyrights, trademarks and service marks,
patentable inventions, discoveries and other ownership and
intellectual property rights in or arising in connection with any
ideas, drawings, plans, calculations, technical specifications,
works of authorship, inventions, information, marks, photographs,
concepts, programming, designs, documentation, technology, or other
work product or materials that are created by Laufer in connection
with Laufer’s work on behalf of BDE. In addition, all rights
in any preexisting programming, design, documentation, technology,
or other Work Product created or provided to BDE during
Laufer’s work with BDE shall automatically become part of the
Work Product hereunder, whether or not it arises specifically out
of Laufer’s “Work.” For purposes of this
Agreement, “Work” shall mean (1) any direct assignments
and required performance by or for BDE, and (2) any other
productive output that relates to the business of BDE and is
produced during the course of Laufer’s engagement by BDE. For
this purpose, Work may be considered present even after normal
working hours, away from BDE’s premises, on an unsupervised
basis, alone or with others. Unless otherwise provided in a
subsequent writing signed by the President of BDE, this Agreement
shall apply to all Work Product created in connection with all Work
conducted before or after the date of this Agreement. |
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BDE shall own all rights in and to the Work Product. To this
end, all Work Product is, was and shall hereafter be, a work made
for hire for, and owned by, BDE within the meaning of Title 17,
Section 101 of the United States Code, as amended. If any of
the Work Product may not, by operation of law or agreement, be
considered Work made by Laufer for hire for BDE (or if ownership of
all rights therein do not otherwise vest exclusively in BDE
immediately), Laufer hereby irrevocably assigns, conveys and
otherwise transfers to |
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BDE, and its respective successors, licensees, and assigns, all
right, title and interest worldwide in and to such portion of the
Work Product and all proprietary rights therein, including, without
limitation, all copyrights, trademarks, design patents, trade
secret rights, moral rights, and all contract and licensing rights,
and all claims and causes of action with respect to any of the
foregoing, whether now known or hereafter to become known. In
accordance with this assignment, BDE shall hold all ownership of
all rights, without limitation, in and to all of the Work Product
for its own use and for its legal representatives, assigns, and
successors, and this assignment shall be binding on and extended to
the heirs, assigns, representatives and successors of Laufer. In
the event Laufer has any right or interest in the Work Product
which cannot be assigne |
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