EXHIBIT 10.3
PERSONNEL SERVICES AGREEMENT
This Personnel Services Agreement
(this “Agreement”) is entered into this 26 th day of June,
2008, to be effective as of the Effective Date (as defined below)
by and between CRUSADER MANAGEMENT CORPORATION, an Oklahoma
corporation (“CMC”) and CRUSADER ENERGY GROUP INC., a
Nevada corporation (the “Company”) (collectively, the
“Party” or “Parties”).
WHEREAS, the Company desires to
retain CMC to provide substantially all of the employee services
necessary to operate the businesses of the Company and its
subsidiaries as well as certain other administrative services, and
CMC desires to provide such services, on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of
the foregoing premises and the mutual promises and obligations
contained herein, the Parties hereto agree as follows:
1. Services . CMC shall,
during the term of this Agreement, provide to the Company such
employee services as are necessary from time to time to operate the
businesses of the Company and its subsidiaries and to provide to
the Company and its subsidiaries such additional administrative
services as are set forth in Exhibit A hereto (the
“Services”). Excluded from the Services provided under
this Agreement shall be the services of such management employees
with whom the Company shall contract directly. CMC covenants not to
hold itself out to the public as an employee leasing organization,
personnel service, or contract labor firm. CMC shall provide
direction and control over its employees providing the Services
consistent with the plans, policies and procedures of CMC as
amended from time to time in its reasonable discretion. The Company
may also provide such direction and control as is necessary to the
conduct of its day-to-day operations and in order to comply with
governmental regulations and its own policies and procedures.
References to the “Company” in the Agreement shall, as
applicable, refer to the Company and its subsidiaries or to any one
or more of the Company and its subsidiaries.
2. Employee Compensation
. CMC shall be responsible for the payment of wages, the
reimbursement of expenses, and the payment of any other
compensation to all of its employees. CMC shall implement
procedures that comply with rules and regulations governing the
reporting and payment of all federal and state taxes on payroll
wages paid under this Agreement including, but not limited to:
(i) federal income tax withholding provisions of the Internal
Revenue Code; (ii) state and/or local income tax withholding
provisions, if applicable; (iii) the Federal Insurance
Contributions Act; (iv) the Federal Unemployment Tax Act; and
(v) applicable state unemployment provisions. In addition, CMC
shall be the rated employer for unemployment compensation purposes
with respect to its employees. The Company shall not be the
employer of such employees and shall not be responsible to such
employees for their compensation.
3. Employee Benefits .
CMC shall establish for its employees such employee benefit plans,
welfare plans, policies and procedures (“Employee Benefit
Plans”) as it desires. The Company shall have no liability or
obligations with respect to such Employee Benefit Plans. Management
employees retained by the Company shall be allowed to participate
in the Employee Benefit Plans of CMC.
4. Fees and Expenses .
In consideration of the Services, the Company shall, on a monthly
basis, pay CMC an amount equal to 100% of CMC’s actual
general and administrative expenses, including all labor costs,
travel and entertainment expenses, costs and expenses for
professional services (including all legal, consulting,
engineering, land, geology, accounting and information costs and
expenses), taxes (except income taxes), licensing and permitting
fees and expenses and all occupancy costs, including telephone,
rent, office supplies, postage, office equipment, insurance costs
and other similar costs and expenses and all other costs generally
considered general and administrative expenses or overhead incurred
by CMC.
5. Ownership of Certain
Property; Preservation of Rights .
&
