EXHIBIT 10.1
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EMPLOYMENT AGREEMENT
AGREEMENT,
dated as of June 11, 2008 between Synergy Resources
Corporation, a Colorado corporation (the "Company"), and Ed
Holloway (the
"Employee").
WHEREAS,
the Company desires to employ the Employee, and the Employee
desires to accept such employment upon the terms and subject to the
conditions
contained herein.
NOW,
THEREFORE, in consideration of the foregoing, and for the
mutual
promises of the parties hereinafter contained, and for other good
and valuable
consideration, the receipt and sufficiency of which are hereby
expressly
acknowledged, and parties hereto agree as follows:
1.
Employment, Duties and Acceptance.
1.1 Subject to the terms and conditions of this Agreement, the
Company hereby employs the Employee for the Term (as hereinafter
defined), as
President and Chief Executive Officer. The Company will have the
Employee
appointed as a director of the Company. The Employee will report to
the
Company's Board of Directors. Employee will devote approximately
80% of his time
to the business of the Company. It is understood that the Employee
has been, and
will continue to be, engaged in other business activities.
1.2 The Employee hereby accepts such employment and agrees to
render
the services described above.
1.3 The Employee agrees to travel to Denver, Colorado on an
as-needed basis. The Company will reimburse the Employee for all
travel and
lodging costs for any trips to Denver, Colorado.
1.4 Any transactions or agreements between the Company and
Petroleum
Management, LLC or Petroleum Exploration and Management, LLC will
not be
considered a conflict of interest or a breach of fiduciary duty so
long as the
transaction or agreement is approved by a majority of the
Company's
disinterested directors in accordance with the Agreement Regarding
Conflicting
Interest Transactions.
1.5 The Company will maintain officers and directors liability
insurance, specifying the Employee as a named insured, providing
coverage for
any single claim in an amount which will not be less than
$2,000,000.
2. Term of
Employment.
2.1 The Term of this Agreement (the "Term") shall commence on
June
11, 2008 and shall end on June 11, 2010, unless sooner terminated
pursuant to
Article 4 of this Agreement.
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3.
Compensation.
3.1 As full compensation for all services to be rendered pursuant
to
this Agreement, the Company agrees to pay the Employee a salary of
$12,500 per
month for the first year and thereafter. The salary shall be
subject to
negotiation.
3.2 For the term of the agreement, upon presentation of expense
statements or vouchers or such other supporting information as the
Company may
require, the Company shall pay or reimburse the Employee for all
reasonable
business, business related expenses and other reasonable expenses
incurred
and/or paid by Employee during the Term in the performance of the
Employee's
services under this Agreement,
4.
Termination.
4.1 If the Employee should die during the Term, this Agreement
shall
terminate as of the date of the Employee's death, except that the
Employee's
legal representatives shall be entitled to receive all compensation
otherwise
payable to Employee through the last day of the month in which
Employee's death
occurs.
4.2 If, during the Term, the Employee shall become physically
or
mentally disabled, whether totally or partially, so that the
Employee is unable
substantially to perform his services hereunder for (i) a period of
two
consecutive months, or (ii) for shorter periods aggregating four
months during
any twelve-month period, the Company may, at any time after the
last day of the
second consecutive month of disability or the day on which the
shorter periods
of disability shall have equaled an aggregate of four months, by
written notice
to the Employee (but before the Employee has recovered from such
disability),
terminate this Agreement. Notwithstanding such disability, the
Company shall
continue to pay the Employee his full salary up to and including
the date of
such termination.
4.3 In the event of (i) conviction of the Employee of any crime
or
offense involving the property of the Company, or any of its
subsidiaries or
affiliates, fraud or moral turpitude, and such crime or offense
significantly
harms the business operations of the Company, (ii) the refusal of
Employee to
follow the lawful directions of the Company's Board of Directors
within a
reasonable period after delivery to Employee of written notice of
such
directions (iii) the Employee's gross negligence, and such gross
negligence
significantly harms the business operations of the Company (gross
negligence
does not include errors of judgment, mistakes, or discretionary
decisions, but
is conduct which shows a reckless or willful disregard for
reasonable business
practices), or (iv) a breach of this Agreement by Employee which
Employee fails
to cure within thirty days after notice from the Company's Board of
Directors,
or fails to diligently pursue a cure if the breach is not able to
reasonably be
cured within 30 days, then the Company may terminate Employee's
employment
hereunder by written notice to Employee in which event Employee
shall be
compensated as set forth herein through the date of
termination.
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4.4 If an arbitrator or an arbitration panel determines that
the
Company was not justified in terminating this Agreement pursuant to
Section 4.2
or 4.3 the Company will be obligated to pay the Employee the compe
