EXHIBIT 10.1
EXECUTIVE SERVICE AGREEMENT
THIS EXECUTIVE SERVICE AGREEMENT (the "Agreement") is deemed
made, entered into
and effective this 22nd day of September, 2009 (the "Effective
Date").
Between: Mainland Resources, Inc., a Nevada
Corporation, with its principle
business address at 17314 State Highway 249, Suite 306, Houston,
Texas 77064
(the "Company").
And: Mark N. Witt, an individual, with his principal
business address at 15910
North. Barkers Landing Road, Houston, Texas 77079
(the "Executive").
WHEREAS:
A. The Company is a reporting company incorporated
under the laws of the State
of Nevada, U.S.A., and has its common shares
listed for trading on the NASDAQ
Over-The-Counter Bulletin Board;
B. The Company is involved in the principal business of acquiring,
exploring and
developing various resource properties of merit and
particularly those resource
properties which constitute oil and gas exploration and
development prospects
(collectively, the "BUSINESS");
C. The Executive is a professional within
the oil and gas industry and has
extensive experience in and specialized knowledge in providing
consulting advise
on exploration strategies, management and operational service
considerations to
oil and gas exploration companies involved in the areas of
Business carried out
by the Company and desires to provide professional
consulting services to the
Company and act in the capacity as its Treasurer/Chief
Financial Officer and a
Director;
D. The Company desires to retain the
Executive to continue to act in the
capacity as the Treasurer/Chief Financial
Officer and a Director, and the
Executive desires to accept such positions, in
order to provide such related
services to the Company (collectively, the "GENERAL SERVICES");
E. It is the intention of the Company and the Executive
(at times referred to
herein as "Parties") hereby to memoralize all such agreements and
understandings
between them relating to the terms and conditions of the
General Services and,
correspondingly, it is their further intention that the terms
and conditions of
this agreement (the "AGREEMENT") will replace, in their entirety,
all such prior
discussions, negotiations, understandings and
agreements with respect to the
General Services;
F. The Parties hereto have agreed to enter into this
Agreement which replaces,
in its entirety, all such prior discussions,
negotiations, understandings and
agreements, and, furthermore, which
necessarily clarifies their respective
duties and obligations with respect to the
General Services to be provided
hereunder, all in accordance with the terms and conditions of this
Agreement;
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G. The Parties do not wish this Agreement to be
an employment agreement and
intend to maintain an independent contractor relationship
whereby the Executive
will continue to provide the General Services
hereunder. The Executive shall
allocate, in his discretion, the amount of time appropriate to
providing General
Services to the Company and the manner of
the provision of any part of the
General Services. The Executive may
choose the location from which
the
Executive's General Services are rendered, select
the times during which such
General Services are rendered, and the optimal form
of communication through
which to deliver or provide such
General Services. Provided however, all
decisions of the Executive in rendering the
General Services must be made in
good faith, in the best mutual interests of the Executive and
the Company, and
carried out in a manner that is generally
consistent with accepted industry
standards for the provision of such General Services.
H. This Agreement when duly signed and accepted by the
Executive; will define
the duties, responsibilities and obligations of
the Executive; set forth and
provide the consideration, expense
allowances and any other consideration
offered or provided to the Executive hereunder; and as offered by
the Company to
other independent contractors providing
professional services and consulting
services to the Company.
NOW THEREFORE, in consideration of the
recited ongoing relationship of the
Parties and the promises, covenants,
assurances, agreements and financial
compensation provided by and between
the Parties all of which is mutually
acknowledged as good and sufficient
consideration, by and between the Parties
hereto, and the Company and the Executive hereby promise,
covenant and agree as
follows:
1. REMUNERATION
1.1 The Company shall pay to the
Executive a monthly fee of $10,000.00 (the
"Executive
Fee") and an expense allowance in such amounts as may
from
time to time be
agreed to by and between the Executive and the Company.
1.2 The Company shall grant an
aggregate of 3,000,000 stock options (the
"Stock
Options") to the Executive under its 2008 Stock Option Plan, as
amended (the
"Stock Option Plan") on the Effective
Date. The Stock
Options shall
expire ten (10) years from the Effective Date and
shall
vest in
incremental periods as reflected below (each,
hereinafter the
"Vesting
Date"). The exercise price at each Vesting Date shall be
the
lesser of: (a) the
thirty-day weighted average price of the Company's
shares of common
stock prior to each of the respective Vesting Date; or
(ii) the issue
price as established by the Board of Directors of
the
Company's
shares of common stock at each of
the equity fundings
referenced
below in (i). The Vesting Date of the Stock Options is
as
follows: (i)
1,500,000 Stock Options shall vest on the date the Company
closes equity
funding(s) aggregating $10,000,000; (ii) 500,000
Stock
Options
shall vest when the Company has successfully
completed its
listing
and commences trading of its shares of
common stock with a
designated
trading symbol (the "Trading Date")
with the NYSE Amex
Equities,
formerly known as the American Stock Exchange
("NYSE Amex
Equities") or
comparable major exchange; (iii) 500,000 Stock
Options
shall vest at the
one year anniversary date of the Trading Date
(the
"First Trading
Anniversary Date"); and (iv) 500,000 Stock Options shall
vest at the one
year anniversary date of the First Trading Anniversary
Date (the "Second
Trading Anniversary Date").
1.3 The terms and conditions for
payment of monthly service fees, expense
allowances,
reimbursement for the cost of
providing the General
Services, grant of
Stock Options, and other similar matters relating to
financial
consideration payable to the Executive hereunder
are only
binding on the
Parties and form part of this Agreement when reduced to
writing, signed by the Parties
or their respective authorized
signatories, and
provided in the body of this Agreement.
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1.3 The
compensation provided for herein
will be inclusive of any
remuneration
otherwise payable to the Executive
for serving as a
director of the
Company or any subsidiary of the Company at the request
of the Company
during the currency of this Agreement.
2. EXPENSES
2.1 The Company
shall reimburse the Executive the full
amount for all
expenses
reasonably incurred by the Executive in the proper performance
of the
General Services, where such expenses are
pre-approved under
this
Agreement, pre-approved by the Company's Board of Directors
(the
"Board") or
the controller of the Company at any
specified rate or
amount, or upon
the Executive providing such receipts or other evidence
as the Company may
reasonably require.
3. NOTICE OF TERMINATION AND
TERMINATION OF THE AGREEMENT
3.1 Any Party can terminate
this Agreement upon thirty (30) days written
notice (herein
called "Notice of Termination") to the other Parties. If
the Company
terminates the Agreement prior to the Termination Date for
any reason other
than the Executive's gross negligence, all
unvested
Stock
Options shall vest and become immediately
exercisable for a
period of ninety
(90) days and the Company shall pay the Executive
an
amount equal
to six (6) months of Executive Fees within thirty
(30)
days of written
Notice of Termination.
3.2 In the event that the
Company terminates this Agreement for any reason
without providing
the required Notice of Termination, then the Company
shall pay
the Executive the amount of the Executive
Fee as required
monthly up and to
the Termination Date (as defined below).
3.3 The Executive is required to
provide Notice of Termination herein to
the Company
and his failure to do so will entitle the Company to only
pay the Executive
Fee on a prorated basis up to the date of the Notice
of Termination by
the Executive without notice.
3.4 All expenses and
other reimbursable cost payable to
the Executive
hereunder are
payable to the date of effective Notice of Termination as
provided
hereunder.
4. TERM OF AGREEMENT
4.1 Unless otherwise
agreed to in writing by the Parties, this Agreement
will
commence on the Effective Date and continue
on for a two-year
period at which
date it shall terminate (herein called the "Termination
Date"). The
Agreement may be renewed on an annual basis thereafter upon
the mutual consent
of the Parties.
5. GENERAL SERVICES
5.1 During the
continuance of this Agreement the Company hereby agrees
to
appoint and to
retain the Executive as a Director and as the Treasurer
and Chief
Financial Officer of the Company, respectively. The Executive
hereby agrees to
be subject to the direction and supervision of, and to
have such
authority as is delegated to the Executive by, the Board
of
Directors of the
Company (the "Board"), consistent with such positions.
The
Executive also agrees to accept such positions in order
to carry
out the duties of
a Director and to provide such
related services,
associated with
the positions of Treasurer and Chief Financial Officer,
as the Board may,
from time to time, reasonably assign to the Executive
and as may be
necessary for the ongoing maintenance and development of
the Company's
various Business interests during the continuance of this
Agreement (herein
collectively described as the "GENERAL SERVICES").
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5.2 It being expressly
acknowledged and agreed by the Parties that
the
Executive
will commit to and provide to the
Company the General
Services on
the basis set forth herein. In this regard it is
hereby
acknowledged
and agreed that the Executive, as Treasurer
and Chief
Financial Officer,
shall be entitled to communicate with and shall rely
upon the
immediate advice, direction and
instructions of the Chief
Executive
Officer, and shall have direct responsibility to the
Audit
Committee and the
Board of Directors as a whole.
5.3 Without in any manner
limiting the generality of the General Services
to be
provided as set forth in Section 5.1 and 5.2 herein and
subject
to the
provisions of letter "G" of the Recitals hereof, it is
hereby
also
acknowledged and agreed that
Executive will, during the
continuance
of this Agreement, devote a
substantial amount of
professional and
business effort, energy and enterprise, both as to the
time and
commitment, to the General Services.
5.4 The Executive
will perform the said General
Services faithfully,
diligently,
to the best of the Executive's
capabilities with the
resources at its
disposal and in the best interests of the Company.
5.5 &nbs
