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 Herbert T. Sears (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
CFO/ Treasurer.
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.
4.
Compensation.
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A. Salary. For
services to be preformed for the first Term under
this
Agreement the Executive shall receive the sum of $5,000 which
shall be pre-paid
by the issuance of 100,000 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.
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.
(5)
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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