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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: ARTHUR KAPLAN COSMETICS, INC | PLANTATION EXPLORATIONS, INC You are currently viewing:
This Employee Retention Agreement involves

ARTHUR KAPLAN COSMETICS, INC | PLANTATION EXPLORATIONS, INC

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Title: EMPLOYMENT AGREEMENT
Date: 4/6/2009

EMPLOYMENT AGREEMENT, Parties: arthur kaplan cosmetics  inc , plantation explorations  inc
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EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”) is made and entered into as of the 31st day of March (the “Effective Date”) by and among PLANTATION EXPLORATION, INC., a Texas corporation (the “Company”), ARTHUR B. BERTAGNOLLI, an individual (the “Executive”), and ARTHUR KAPLAN COSMETICS, INC. (“AKPN”), a Nevada corporation, The Company, Executive and AKPN are collectively referred to herein as the “Parties.”

 

WHEREAS, the Executive is currently serving as sole director and officer of the Company;

 

WHEREAS, AKPN and the Company have entered into (or will soon entered into) a business combination (the “Business Combination”), whereby the Company will become the wholly-owned subsidiary of AKPN;

 

WHEREAS, the business of the consolidated entities will be that of the Company, which is the exploration of oil and gas in the United States;

 

WHEREAS, Executive has been appointed as a director of AKPN;

 

WHEREAS, the Parties desire to enter into this Agreement for Executive to serve as Chief Executive Officer of both AKPN and the Company;

 

NOW THEREFORE, in consideration of the mutual terms and conditions stated herein, the sufficiency of which is hereby acknowledged, the Company, Executive and AKPN agree as follows:

 

1.             Employment.   The Company agrees to continue to employ Executive, and Executive agrees to continue in the employment of the Company, serving as the Company’s Chief Executive Officer (“CEO”).  Additionally, AKPN agrees to hire Executive, and Executive agrees to accept the position of AKPN’s CEO.  In that position, Executive shall render to the Company and AKPN such administrative and management services as are customarily performed by persons situated in a similar executive position, and also perform such other duties and serve in such other positions as the Company and AKPN reasonably directs from time to time.  Executive shall devote Executive’s full business time attention, skill, and energy to the business of the Company and AKPN, shall use Executive’s best efforts to promote the success of the Company’s and AKPN’s business, and shall cooperate fully in the advancement of the best interests of the Company and AKPN.

 

2.             Term. This Agreement is for a two-year period (the “Term”) commencing on the Effective Date hereof and terminating on the third anniversary of the Effective Date, or upon the date of termination of employment pursuant to Section 4 of this Agreement; provided, however, that the Term may be extended as mutually agreed to by the parties.

 

 

 


 

 

3.            Compensation and Benefits

 

a.            Compensation and Benefits based upon Company Output .  Executive shall be entitled to the following compensation provided that the Company satisfies the following criteria:

 

 

(i)  

If the Company generates one hundred (100) or more “Barrels of Oil” per day (as hereinafter defined) within one hundred and eighty (180) days from the completion of the Business Combination, then AKPN shall issue Executive seven hundred fifty thousand (750,000) shares of AKPN common stock.  Barrels of Oil is defined and conforms to the standards of the Petroleum Resources Management System (PRMS), which is prepared by the Oil and Gas Reserves Committee of the Society of Petroleum Engineers (SPE); which is in conjunction with the World Petroleum Council, the American Association of Petroleum Geologists, and the Society of Petroleum Evaluation Engineers.

 

(ii)  

If, within three hundred and sixty five (365) days of the Business Combination, the Company generates three hundred (300) or more Barrels of Oil per day, then AKPN shall issue Executive an additional seven hundred fifty thousand (750,000) shares of AKPN common stock.

 

(iii)  

If, within three hundred and sixty five (365) days of the Business Combination, the Company successfully completes a lease with reserves equal to thirty five million (35,000,000) or more Barrels of Oil, then AKPN shall issue Executive an additional one million (1,000,000) shares of AKPN common stock.

 

b.            Bonus Compensation based on Net Operating Cash Flow .  Within fifteen (15) days after the Company’s second and fourth fiscal quarters, the Company shall pay to Executive a cash bonus equal to three percent (3%) of the net revenues for the just completed and prior fiscal quarter, and each subsequent second and forth quarter thereafter.

 

c.           If AKPN sells all of its assets (“Asset Sale”) while Executive is serving as its CEO to a third party or other oil and gas company, Executive will receive five (5%) of the net proceeds paid to AKPN upon closing. If Executive secures an interested party to an Asset Sale of AKPN, Executive will be compensated an additional five percent (5%) of the net proceeds paid to AKPN.

 

d.            Stock Options Compensation .  AKPN shall issue the following stock options to Executive:

 

(i)  

AKPN hereby grants to Executive the option to purchase up to one million (1,000,000) shares of common stock at the exercise price of one dollar and zero cents ($1.00) per share. This option is exercisable no sooner than two (2) years from the Effective Date of this Agreement. If Executive’s employment Agreement is terminated pursuant to Section 4 of this Agreement, then Executive shall have no option to purchase shares of common stock in AKPN pursuant to this Section 2(d)(i).

 

 

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(ii)  

In addition, AKPN hereby grants to Executive the option to purchase up to five percent (5%) of the issued and outstanding shares of common stock in AKPN that exist at the date of exercise.  This option is exercisable no sooner than two (2) years from the Effective Date of this Agreement. If Executive’s employment Agreement is terminated pursuant to Section 4 of this Agreement, then Executive shall have no option to purchase shares of common stock in AKPN pursuant to this Section 2(d)(ii).

 

e.            Monthly Compensation .  The monthly compensation of the Executive shall be as follows:

 

(i)  

Compensation for Months One to Twelve .  Subject to Section 2(e)(iii), Executive shall receive a cash salary of  fourteen thousand dollars ($14,000) per month after the Effective Date.

 

(ii)  

Compensation for Months Thirteen to Twenty Four .  Subject to Section 2(e)(iii), Executive shall receive a cash salary of  twenty thousand dollars ($20,000) per month after the Effective Date.

 

(iii)  

Notwithstanding the provisions of Sections 2(e)(i)-(ii), if AKPN fails to place at least one million dollars ($1,000,000) of Securiti


 
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