Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the “Agreement” ),
effective as of the 1 st day of March 2009, 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
Les Bates (the “Employee” ).
RECITALS
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A.
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The Company
desires to be assured of the association and services of Employee
for the Company for the term of this Agreement.
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B.
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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.
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C.
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The Employee
and the Company wish to cancel the employment agreement dated July
1, 2008 in its entirety and substitute this Agreement.
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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 Treasurer, Chief Accounting Officer and Chief
Financial Officer of the Company.
2. Term
The term of this Agreement shall
be for a period of ten (10) months effective as of March 1,
2009 and ending on December 31, 2009 (the “Initial
Term” ), unless terminated earlier pursuant to Section 8
below; provided, however, that Employee’s obligations in
Section 10 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, or the Agreement is
otherwise terminated pursuant to Section 8 below.
3. Compensation
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a)
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Base
Salary . For all services
rendered by Employee under this Agreement, the Company shall pay
Employee a base salary at the rate of One Hundred Fifty Thousand
Dollars ($150,000) 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.
Furthermore, the Base Salary shall be increased, effective on the 1
st day of January of each year, beginning on January 1,
2010, for increases in the cost of living, based either on (i)
inflation as measured by the federal Consumer Price Index
(“CPI”), or (ii) Six Thousand Dollars ($6,000) 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.
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b)
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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.
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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 upon presentation by the Employee, within 5
business days after presenting, 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
Treasurer, Principal Accounting Officer and Chief Financial Officer
of the Company. In such capacity, Employee shall exercise detailed
supervision over the operations of the Company subject, however, to
control by the Board of Directors. The Employee shall perform all
duties associated with the titles previously enumerated and such
other duties as from time to time may be assigned to him by the
Board of Directors.
6. 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.
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7. 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 may, at his option, carry-over unused
vacation days to subsequent years with the consent of the Board of
Directors, which shall not be unreasonably withheld.
8. Termination and Bases for
Termination
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a)
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Termination
by Mutual Agreement : Employee’s employment
hereunder may be terminated at any time by mutual agreement of the
parties.
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b)
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Death : Upon death of the Employee, the
Company will pay to the Employee’s estate all previously
earned, accrued and unpaid wages.
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c)
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Disability : Subject to any state or federal
law or regulation governing employees with disabilities, the
Company may terminate this Agreement and Employee’s
employment upon the Disability of Employee by giving Employee ten
(10) days prior written notice of termination. For purposes of this
Section 8(c) “Disability” shall mean that Employee, due
to illness, accident, or other physical or mental incapacity, has
been substantially unable to perform his duties under this
Agreement for a continuous period of three (3) months .
Disability shall be interpreted in accordance with the
Company’s long term disability plan. In the event Employee is
terminated under this Section 8(c), Company will pay Employee all
previously earned, accrued and unpaid wages.
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d)
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Termination
by Company :
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i.
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With
Cause :
Employee’s employment may be terminated by the
Company “with cause,” effective upon delivery of
written notice to Employee given at any time (without any necessity
for prior notice) if any of the following shall occur: (1) any
action by Employee which would be grounds for termination under
applicable law; (2) any material breach of Employee’s
obligations under this Agreement other than any such breach
resulting from illness or incapacity or (3) any material acts or
events which inhibit Employee from fully performing his
responsibilities to the Company in good faith. Cause shall be
limited to (i) acts and omissions that take place during the
pendency of this Agreement; or (ii) acts or omissions that have
taken place prior to this Agreement but were not known to the Board
of Directors as of the date of this Agreement.
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ii.
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Without
Cause :
Employee’s employment may be terminated by the
Company “without cause”
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