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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: INDEX OIL & GAS INC. You are currently viewing:
This Employee Retention Agreement involves

INDEX OIL & GAS INC.

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Title: EMPLOYMENT AGREEMENT
Date: 3/6/2009
Industry: Oil and Gas Operations     Sector: Energy

EMPLOYMENT AGREEMENT, Parties: index oil & gas inc.
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Exhibit 10.3

 

DATED January 1st 2006

 

 

 

Index Oil & Gas Ltd

 

and

 

Andy Boetius

 

 

 

 


 

EMPLOYMENT AGREEMENT

 


 

 

 

 

1


 

 

CONTENTS

 

 

 

Clause

Heading 

Page

 

 

 

1.

Definitions

2

2.

Appointment

4

3.

Term.

4

4.

Duties

4

5.

Hours and place of work

5

6.

Remuneration

6

7.

Deductions.

6

8.

Expenses

7

9.

Holidays

7

10.

Sickness benefits

7

11.

Pension

8

12.

Restrictions on other activities by the Executive

8

13.

Confidential Information and company documents

9

14.

Inventions and other intellectual property

10

15.

Termination

11

16.

Restrictive Covenants

14

17.

 Data Protection

16

18.

 Notices

16

19.

Former Agreements

16

20.

Change of Control

16

21.

Garden Leave

18

22.

Choice of law and submission to jurisdiction

19

 

 

2


 

THIS AGREEMENT is dated January 1st 2006 and is made BETWEEN:

 

(1) Index Oil & Gas Ltd (Index) whose registered office is at Lawrence House, Lower Bristol Road, Bath BA 2 9ET UK (the "Company"); and

 

(2) Andrew Boetius, 10 Portman Close, St Albans, Hertfordshire AL4 9TW (the "Executive")

 

IT IS AGREED as follows:

 

1. Definitions

 

1.1 In this Agreement unless the context otherwise requires:

 

(a) the following expressions have the following meanings:

 

"associated company" means an associated company (within the meaning of section 416(1) Income and Corporation Taxes Act 1988) of the Company;

 

the "Board" means the board of directors for the time being of the Company and any committee of the board of directors duly authorised by it.

 

"Confidential Information" shall mean technical data including seismic, electric log, reports and project interpretation including financial analysis, details of customers and their requirements, the prices charged to and terms of business with customers, customer data bases, other customer information, business models, information relating to arrangements with banks and other intermediaries, marketing plans and sales forecasts, financial information, results and forecasts (save to the extent that these are included in published audited accounts), any proposals relating to the acquisition or disposal of a company or business or any part thereof or to any proposed expansion or contraction of activities, details of employees and officers and of the remuneration and other benefits paid to them, information relating to research activities, inventions, secret processes, designs, formulae and product lines, any information which the Executive is told is confidential and any information which has been given to the Company or any Group Company in confidence by customers, suppliers or other persons. the "Employment" means the Executive's employment under this Agreement

 

 

3


 

"Group Company" and "Group" means the Company, its ultimate holding company and any subsidiary or associated company of the Company or its ultimate holding company;

 

"subsidiary" and "holding company" have the meanings given to them in section 736 of the Companies Act 1985 as amended;

 

(b) references to clauses, sub-clauses and schedules are unless otherwise stated to clauses and sub-clauses of and schedules to this Agreement;

 

(c) the headings to the clauses are for convenience only and shall not affect the construction or interpretation of this Agreement;

 

(d) any references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes as modified or amended from time to time.

 

2. Appointment

 

2.1 The Company shall employ the Executive and the Executive agrees to act as Finance Director of the Company and subject to the terms and conditions specified in this Agreement. 2.2 The Executive represents and warrants that he is not bound by or subject to any court order, agreement, arrangement or undertaking which in any way restricts or prohibits him from entering into this Agreement or from performing his duties under this Agreement.

 

3. Term

 

3.1 The Employment shall commence on the later of the date hereof or the date a finalised merger with or sale of the Company to a stock market listed company occurs and, subject to clauses 3.2 and 15, shall continue unless or until terminated by either the Executive giving to the Company not less than three months notice and the Company giving to the Executive not less than six months notice in writing. 3.2 The Employment shall terminate when the Executive reaches such age as the Board shall determine is the appropriate retirement age for senior employees of the Company. 3.3 The Executive's period of continuous employment will begin on January 1st 2006.

 

4. Duties

 

4.1 The Executive shall perform the duties of Finance Director

 

4


 

 

4.2 The Executive shall:-

 

(a) devote sufficient time to carry out the duties assigned to him and which will allow the Company's business plan to be executed in a timely manner.

 

(b) faithfully and diligently serve the Company (and all Group Companies);

 

(c) use his best endeavours to promote and protect the interests of the Company (and all Group Companies);

 

(d) obey all reasonable and lawful directions given to him by or under the authority of the Board;

 

(e) perform services for and hold offices in any Group Company without additional remuneration (except as otherwise agreed);

 

(f) make such reports to the Board on any matters concerning the affairs of the Company or any Group Company as are reasonably required; and

 

(g) comply with all relevant rules and regulations (as amended from time to time) of the OFEX Rule Book, London Stock Exchange Limited (including the Model Code for Securities Transactions by Directors of Listed Companies and the AIM Rules) and of all regulatory authorities relevant to the Company and any Group Companies with which the Executive is concerned.

 

4.3 The Company may at its sole discretion transfer this Agreement to any Group Company at any time with the consent of the Executive which should not be unreasonably withheld.

 

5. Hours and place of work

 

5.1 The Executive shall work such hours as are necessary for the proper performance of his duties. For the purposes of the Working Time Regulations 1998, the Executive hereby consents to work longer than 48 hours per week if his duties so require. The Executive may revoke such consent on three months' written notice, such notice to be addressed to the Company Secretary.

 

5.2 The Executive's normal place of work will be the Company's offices in London area, but the Company may require the Executive to work from any of its current or future premises. The Executive will be given reasonable notice of any change in his place of work. In the event that the Company and the Executive fail to reach agreement on terms of transfer, then it is not deemed to be a material breach of this contract.

 

5.3 If the Executive's principal place of work is changed to a location which is outside reasonable commuting distance from his home, the Company will reimburse his reasonable removal costs, estate agents' and solicitors' fees. 5.4 If so required by the Company, the Executive shall travel to such places (whether in the United Kingdom or abroad) by such means and on such occasions as the Company may from time to time require.

 

5


 

6. Remuneration 

 

6.1 The Company shall pay to the Executive an equivalent salary of (pound)50,000 per annum. (Refer to Appendix I attached)

 

6.2 The Company will make all monies owed payable by direct credit transfer in equal monthly instalments in arrears on the last working day of each calendar month.

 

6.3 The Executive's base salary will be reviewed on 31st July of each year and any increase will include performance together with a review of the cost of living as defined by the UK retail price index.

 

6.4 The Company may pay the Executive an annual bonus of such amount as the Remuneration Committee as appointed by the Board may determine based on any agreed and in place performance scheme.

 

6.5 The remuneration specified in clause 6.1 shall be inclusive of any fees to which the Executive may be entitled as a director of the Company or any Group Company.

 

6.6 Payment of salary and bonus to the Executive shall be made either by the Company or by a Group Company and if by more than one company, in such proportions as the Board may from time to time determine.

 

6.7 The Company will put in place Directors and Officers liability insurance as soon as practical after you have formally taken up your role and will maintain such cover for the full term of your appointment and any liability that may arise thereafter. The indemnity limit will be (pound)5.5 million. A copy of the policy document shall be provided upon receipt by the Company.

 

7. Deductions

 

For the purposes of the Employment Rights Act 1996, the Executive hereby authorises the Company to deduct from his remuneration hereunder any sums due from him to the Company including, without limitation, any overpayments, loans or advances made to him by the Company, the cost of repairing any damage or loss to the Company's property caused by him and any losses suffered by the Company as a result of any gross negligence or breach of duty by the Executive.

 

6


 

 

8. Expenses

 

The Company shall reimburse the Executive in respect of all expenses reasonably incurred by him in the proper performance of his duties, subject to the Company's expense policy which may be amended from time to time.

 

9. Holidays

 

9.1 The Executive shall be entitled to receive his normal remuneration for all bank and public holidays normally observed in UK and a further 30 working days' holiday in each holiday year (being the period from 1st January-31st December). The Executive may only take his holiday at such times as are agreed with the Chairman, which will not be unreasonably withheld.

 

9.2 In the respective years in which the Employment commences or terminates, the Executive's entitlement to holiday shall accrue on a pro rata basis for each complete month of service during the relevant year.

 

9.3 The Executive may carry over a maximum up to 10 days vacation into the following year but these must be used in the following calendar year.

 

9.4 On termination of the Employment, the Company may either require the Executive to take any unused accrued holiday entitlement during any notice period or make payment of lieu of that entitlement. Any payment in lieu or deduction made shall be calculated on the basis that each day of paid holiday is equivalent to 1/260 of the Executive's salary.

 

9.5 Subject to clause 9.4 above, unless otherwise agreed with the Board, failure to take holiday entitlement in the appropriate holiday year will lead to forfeiture of any untaken accrued holiday, without any right to payment in lieu.

 

10. Sickness benefits

 

10.1 The Company shall continue to pay the Executive's salary during any period of absence on medical grounds up to a maximum of 6 weeks in any period of 12 months, provided that the Executive shall:

 

(a) notify the Company by no later than 10 a.m. on the first day of absence of the reason for his absence;

 

(b) complete self-certification forms provided by the Company in respect of any absence from work due to sickness or incapacity;

 

(c) supply the Company with medical certificates covering any period of sickness or incapacity exceeding seven days (including weekends); and

 

(d) if required, undergo at the Company's expense a medical examination by a doctor appointed by the Company and, subject to the Access to Medical Reports Act 1988, allow the Company access to any medical report produced by such doctor.

 

7


 

 

10.2 Payment of the Executive's salary pursuant to clause 10.1 shall be inclusive of any Statutory Sick Pay to which the Executive may be entitled.

 

10.3 If the Executive's absence is caused by the actionable negligence of a third party in respect of which damages are recoverable, then all sums paid by the Company shall constitute loans to the Executive, who shall:

 

(a) immediately notify the Company of all the relevant circumstances and of any claim, compromise, settlement or judgment made or awarded in respect of it;

 

(b) if the Company so requires, refund to the Company such sum as the Company may determine, not exceeding the lesser of:

 

(i) the amount of damages recovered by him under such compromise, settlement or judgment; and

 

(ii) the sums advanced to him in respect of the period of incapacity.

 

11. Pension

 

The Company will provide within the base compensation package, subject to Board approval, a financial amount which the Executive can use to invest in a private pension plan of their choosing.

 

12. Restrictions on other activities by the Executive

 

12.1 The Executive shall not (except with the prior sanction of a resolution of the Board) be directly or indirectly employed, engaged, concerned or interested in any other business or undertaking, provided that this shall not prohibit the holding (directly or through nominees) of investments listed on the London Stock Exchange or in respect of which dealing takes place on any recognised stock exchange as long as not more than three per cent of the issued shares or other securities of any class of any one company shall be so held without the prior sanction of a resolution of the Board.

 

8


 

12.2 The Executive shall comply with:

 

(a) every rule of law;

 

(b) the rules and regulations of the OFEX Rule Book and/or any other rules and regulations which are applicable to him from time to time; and

 

(c) every regulation of the Company for the time being in force in relation to dealings in shares or other securities of the Company or any Group Company.

 

12.3 The Executive shall not (and shall procure so far as he is able that his spouse, infant children and other connected persons, within the meaning of section 346 Companies Act 1985), deal or become or cease to be interested (within the meaning of part I Schedule XIII Companies Act 1985) in any securities of the Company, except in accordance with the Company's code for securities transactions by directors.

 

12.4 Subject to any regulations issued by the Company, the Executive shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission in respect of any sale or purchase effected or other business transacted (whether or not by him) by or on behalf of the Company or any Group Company and if he (or any firm or company in which he is interested) shall obtain any such discount, rebate or commission he shall account to the Company or the relevant Group Company for the amount received by him (or a due proportion of the amount received by such company or firm having regard to the extent of his interest therein).

 

13. Confidential Information and company documents

 

13.1 The Executive shall neither during the Employment (except in the proper performance of his duties) nor at any time (without limit) after the termination of the Employment:

 

(a) divulge or communicate to any person, company, business entity or other organisation;

 

(b) use for his own purposes or for any purposes other than those of the Company or any Group Company; or

 

(c) through any failure to exercise due care and diligence, cause any unauthorised disclosure of any trade secrets or Confidential Information relating to the Company or any Group Company or their clients, but so that these restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through the default of the Executive or which the Executive is entitled to disclose under the Public Interest Disclosure Act 1998 or required to disclose by law.

 

9


 

 

13.2 All notes, technical data including seismic, electric log, reports and project interpretation including financial analysis, memoranda, records, lists of customers and suppliers and employees, correspondence, documents, computer and other discs and tapes, data listings, codes, designs and drawings and other documents and material whatsoever (whether made or created by the Executive or otherwise) relating to the business of the Company or any Group Company (and any copies of the same):

 

(a) shall be and remain the property of the Company or the relevant Group Company; and (b) shall be handed over by the Executive to the Company or to the relevant Group Company on demand and in any event on the termination of the Employment.

 

14. Inventions and other intellectual property

 

14.1 The parties foresee that the Executive may make inventions or create other intellectual property in the course of his duties for the Company and agree that in this respect the Executive has a special responsibility to further the interests of the Company and the Group Companies.

 

14.2 Any invention, or improvement, design, process, information, copyright work, trade mark or trade name or get-up made, created or discovered by the Executive during the course of his duties for the Company (whether capable of being patented or registered or not and whether or not made or discovered in the course of the Employment) in conjunction with or in any way affecting or relating to the business of any company in the Group or capable of being used or adapted for use therein or in connection therewith shall forthwith be disclosed to the Company and shall (subject to sections 39 to 43 Patents Act 1977) belong to and be the absolute property of the Company or such Group Company as the Company may direct.

 

14.3 The Executive if and whenever required so to do by the Company shall at the expense of the Company or such Group Company as the Company may direct:

 

(a) apply or join with the Company or such Group Company in applying for letters patent or other protection or registration in the United Kingdom and in any other part of the world for any such invention, improvement, design, process, information, work, trade mark, trade name or get-up aforesaid; and

 

(b) execute and do all instruments and things necessary for vesting the said letters patent or other protection or registration when obtained and all right title and interest to and in the same absolutely and as sole beneficial owner in the Company or such Group Company or in such other person as the Company may specify.

 

10


 

14.4 The Executive hereby irrevocably and unconditionally waives all rights under Chapter IV Copyright, Designs and Patents Act 1988 in connection with his authorship of any existing or future copyright work in the course of the Employment, in whatever part of the world such rights may be enforceable including, without limitation:

 

(a) the right conferred by section 77 of that Act to be identified as the author of any such work; and

 

(b) the right conferred by section 80 of that Act not to have any such work subjected to derogatory treatment.

 

14.5 The Executive hereby irrevocably appoints the Company to be his Attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Company the full benefit of this clause. In favour of any third party a certificate in writing signed by any Director or by the Secretary of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case. 14.6 Nothing in this clause shall be construed as res


 
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