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