EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") made and entered
into
as of the 1st day of March 2009 to be effective as of the 1st day
of March, 2009
(the "Effective Date"), by and
between Bedrock Energy, Inc., a
Colorado
corporation (the "Company") and W. Edward Nichols (the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company wishes to secure the
services of the
Executive subject to the contractual terms and conditions set forth
herein; and
WHEREAS, the Executive is willing to enter into this Agreement
upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual
promises and
agreements set forth herein, the parties hereto agree as
follows:
1. Employment. The Company hereby
agrees to employ the Executive, and the
Executive hereby agrees to accept such employment with the Company,
all upon the
terms and conditions set forth herein.
2. Term of Employment. Subject to the terms and
conditions of this Agreement,
the Executive shall be employed for a term commencing on the
Effective Date and
ending on December 31, 2009 (the "Term") unless
sooner terminated as provided
for herein. The Term shall renew automatically for additional one
(1) year term,
unless either party gives written notice no less than ninety
(90) days prior to
the expiration of the Term that it does not intend to extend the
Term.
3. Duties and
Responsibilities
A. Capacity. During the
Term, the Executive shall serve in the capacity
of
President/ CEO/ Secretary.
B. Part-time
duties. During the Term, and
excluding any periods of
disability,
vacation or sick leave to which the Executive is entitled,
the
Executive shall devote such time as
necessary to perform the
duties of
the offices assumed.
C. Standard of
Performance. The Executive will perform his duties under
this
Agreement with fidelity and loyalty, to the best of his
ability,
experience
and talent and in a manner consistent with his duties
and
responsibilities.
<PAGE>
4. Compensation.
A. Salary. For
services to be preformed for the first Term under
this
Agreement
the Executive shall receive the sum of $12,500 which
shall
be pre-paid
by the issuance of 250,000 shares of restricted stock upon
execution of
this Agreement.
B. The Executive
shall be entitled to prompt reimbursement
from the
Company
for reasonable out-of-pocket expenses
including cell phone
incurred by him in the course of
the performance of his duties
hereunder, upon submission of appropriate documentation in
accordance
with
the practices, policies and
procedures applicable to other
executives
of the Company.
C. Compensation
for subsequent terms shall be negotiated
between the
parties.
5. Termination of
Employment.
Notwithstanding the provisions of
Section 2 hereof, the
Executive's employment hereunder shall
terminate under any of the following
conditions:
A. Death. The Executive's
employment under this Agreement shall terminate
automatically upon his death.
B. Total
Disability. The Company shall have the right to terminate
this
Agreement if
the Executive becomes Totally Disabled. For purposes
of
this
Agreement, "Totally Disabled" means that the
Executive is not
working and is currently unable to
perform the substantial and
material duties of his position hereunder
as a result of sickness,
accident or bodily injury for a period of three
months. Prior to a
determination that Executive is Totally Disabled, but after
Executive
has
exhausted all sick leave and vacation benefits
provided by the
Company, Executive shall continue to receive his Base
Salary, offset
by any
disability benefits he may be eligible to receive.
<PAGE>
C. Termination by Company for
Cause. The Executive's employment hereunder
may be
terminated for Cause upon written notice by the
Company. For
purposes of
this Agreement, "Cause" shall mean:
(1)
conviction of the Executive by a court of competent
jurisdiction
of any felony or a crime involving moral turpitude;
(2)
the Executive's willful and intentional failure
or willful and
intentional refusal to follow reasonable and lawful
instructions
of the Board;
(3)
the Executive's material breach or default in the performance
of
his obligations under this Agreement;
or
(4)
the Executive's act
of misappropriation,
embezzlement,
intentional fraud or similar conduct involving the Company.
Executive may not be terminated for Cause pursuant to
subsections (2) and (3)
above unless Executive is given written notice of the circumstances
constituting
"Cause" and a reasonable period to cure such
circumstances, which period shall
be no less than thirty (30) days.
D. Termination in the event of a change of control. The
Executive's employment
hereunder may be terminated by the Company in the event of a
Change of Control.
" Change of Control" means: (a) the consummation of a merger or
consolidation of
the Company with or into another entity or any other
transaction, in which the
stockholders of the Company immediately after
such merger, consolidation or
other transaction own or beneficially
own immediately after such merger,
consolidation or other transaction less than 50
percent or more of the voting
power of the outstanding securities (i) in the
continuing or surviving entity
and (ii) any direct or indirect parent entity of
such continuing or surviving
entity (b) the sale, transfer or other
dispo
