Exhibit 10.1
PAUL G. LAIRD
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the 1st day
of
July 2008, is between New Frontier Energy, Inc., a Colorado
corporation with its
principal place of business located at 1789 W. Littleton Blvd.,
Littleton,
Colorado 80120 (the "Company") and Paul G. Laird (the
"Employee").
RECITALS
A.
The Company
desires to be assured of the association and services of
Employee for the Company.
B.
Employee is
willing and desires to be employed by the Company, and the
Company is willing to employ Employee, upon the terms, covenants
and
conditions hereinafter set forth.
C.
The Employee and
the Company wish to cancel the employment agreement
dated August 1, 2006 (the "Previous Employment Agreement") in
its
entirety and substitute this Agreement.
NOW
THEREFORE, in consideration of the Recitals and the mutual
covenants,
promises, agreements, representations and warranties contained in
this
Agreement, the parties hereby accept employment on the terms and
conditions
hereinafter set forth.
1.
Employment. The Company hereby employs Employee as its President
and
Chief Executive Officer of the Company.
2.
Term. The term of this Agreement shall be for a period of three
(3)
years effective as of July 1, 2008 and ending on June 30, 2011 (the
"Initial
Term"), unless terminated earlier pursuant to Section 10 below;
provided,
however, that Employee's obligations in Section 11 below shall
continue in
effect after such termination. This Agreement shall be
automatically renewed for
successive one-year periods (the "Renewal Term") unless, at least
60 days prior
to the expiration of the Initial Term or any Renewal Term, either
party gives
written notice to the other party specifically electing to
terminate this
Agreement at the end of the Initial Term or any such Renewal
Term.
<PAGE>
3.
Compensation.
(a)
Base Salary. For all services rendered by Employee under this
Agreement, the Company shall pay Employee a base salary of Two
Hundred Fifty
Thousand Dollars ($250,000) per year (the "Base Salary"). The Base
Salary shall
be payable in equal, consecutive monthly installments. Payment of
the Salary
shall be subject to the customary withholding tax and other
employment taxes as
required with respect to compensation paid by a corporation to an
employee. It
is expressly understood and agreed that the Base Salary may be
increased upon
the approval of the Company's Compensation Committee (if such a
committee
exists) or of the Board of Directors. Furthermore, the Base Salary
shall be
increased, effective on the 1st day of July of each year, beginning
on July 1,
2009, for increases in the cost of living, based either on (i)
inflation as
measured the federal Consumer Price Index ("CPI"), or (ii) Ten
Thousand Dollars
($10,000) per year, whichever is greater. To determine the amount
of the
increase in Base Salary using the CPI method, the Base Salary shall
be
multiplied by a fraction, the numerator of which shall be the CPI
most recently
published on the month immediately preceding the date of the Base
Salary
adjustment, and the denominator of which shall be the CPI in effect
on the last
day in June of the immediately preceding year. The term "Base
Salary" as used
herein shall refer to the Base Salary, as adjusted.
(b) Bonus. In addition to
the Base Salary, the Company shall pay Employee
such Bonus or Bonuses as the Board of Directors shall determine in
their sole
discretion.
4.
Reimbursement. The Employee is authorized to incur reasonable
expenses
for promoting the business of the Company, including his
out-of-pocket expenses
for entertainment, travel and similar items. The Company shall
reimburse the
Employee for all such expenses on the presentation by the Employee,
from time to
time, of an itemized account of such expenditures in accordance
with the
guidelines set forth by the Internal Revenue Service for travel
and
entertainment.
5.
Duties. Employee is engaged as the President and Chief Executive
Officer
of the Company. Employees' duties shall include, but not be limited
to those
duties that are generally associated with the positions of
President and Chief
Executive Officer of a company similarly situated to the
Company.
6.
Employee's Devotion of Time. Employee shall devote such productive
time,
ability, and attention to the business of the Company during the
term of this
agreement, as employee deems necessary to accomplish the duties
assigned to him
and to the promotion and forwarding of the business affairs of the
Company, and
not to divert any business opportunities from the Company to
himself or to any
other person or business entity. Such services shall be rendered at
such other
place or places as the Company shall in good faith require or as
the interest,
needs, business or opportunity of the Company shall require. The
Company
understands that Employee has other commitments and will not
function
exclusively as the Company's employee; however, it is expected that
the Employee
will devote significant time to the business of the Company.
7.
Benefits. The Employee shall be entitled to receive any and all
health,
insurance, disability or any other benefit, if and when a plan is
adopted by the
Board of Directors for the benefit of its employees.
<PAGE>
8.
Vacation. The Employee shall be entitled thirty (30) days of
paid
vacation each year (i.e., 6 weeks) and to be paid for each United
States public
holiday that occurs during the business week, (i.e., Monday through
Friday).
Employee's compensation shall be paid in full during his vacation
and for each
public holiday. Employee at his option may carry-over unused
vacation days to
subsequent years with the consent of the Board of Directors which
shall not be
unreasonably withheld or request that the Company pay him for
unused days as
additional compensation.
9.
Change of Control. If any time during the Initial Term or any
Renewal
Term of this Agreement there is a change of control of the Company,
as defined
below, and Employee's employment is terminated by the Company under
Section
10.1(a), (b), (d) or (e) within the greater of one (1) year
following the change
of control or the remaining term of this Agreement (the "Change of
Control
Date"), the Company shall pay to Employee (a) the balance of all
amounts due
from the Change of Control Date until the end of the Initial Term
plus (b) an
amount equal to 2.99 times the sum of (i) his annual Base Salary as
in effect on
the date of termination plus (ii) the amount of bonus paid in the
prior year to
Employee, and (c) any other amounts due to Employee under any other
provision of
this Agreement. This amount shall be paid to Employee in one lump
sum as soon as
practicable, but in no event later than one hundred twenty (120)
days, after the
date that Employee's employment is terminated. In addition to the
lump sum
payment referenced in the preceding sentence, the Company shall pay
to Employee
any accrued and unpaid bonuses as provided for in Section 3(b) at
the same time
as the lump sum payment is made. . Additionally, the Company will
maintain and
pay for Employee's health benefits for the remaining term of the
contract. For
example, if the Change of Control Date was July 1, 2008, the amount
paid to
would be equal to [$250,000 (Base Salary) + $0 (Bonus)] X 3 (years
remaining on
contract)] + [$250,000 (Base Salary) + $180,000 (Bonus paid during
fiscal year
ended February 28, 2008) X 2.99] or an aggregate of
$2,035,700).
If
any payment or distribution by the Company to Employee is
determined to
be subject to the excise tax imposed by Section 4999 of the
Internal Revenue
Code, Employee is entitled to receive a payment on an after-tax
basis equal to
the excise tax imposed. Employee is under no obligation to mitigate
amounts
payable under these agreements.
For purpose
