EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and effective
as of May 14, 2009 (the “ Effective Date ”), by
and between Ford Sinclair (“ Employee ”) and
Quest Oil Corporation, a Nevada corporation (the “
Company ”) (The Employee and Company may be referred
to hereinafter individually as a “ Party ” and
collectively as the “ Parties ”). In
consideration of the premises and for other good and valuable
consideration, and with the intent to be legally bound, the Parties
hereto agree as follows:
RECITALS
WHEREAS, the Company requires the services as
described herein;
WHEREAS, Employee is qualified to provide the
Company with such services and is desirous to perform such services
for the Company;
WHEREAS, Employee is aware of the current state
of the Company and has reviewed the Form 8-K and Form 15 (attached
hereto as Exhibit A ) to be filed with the United
States Securities and Exchange Commission;
WHEREAS, the Company wishes to induce the
Employee to provide the services and wishes to contract with the
Employee regarding the same and compensate the Employee in
accordance with the terms herein and the Employee accepts such
terms of employment;
NOW, THEREFORE, in consideration of the mutual
covenants hereinafter stated, it is agreed as follows:
AGREEMENT
1.
Position . During the term of this Agreement, the
Company will employ the Employee, and the Employee will serve the
Company in the capacity of President.
2.
Duties . The Employee will perform duties of the
President as described in the Company’s Bylaws, a copy of
which have been attached hereto as Exhibit B and
incorporated by reference, together with such additional reasonably
related duties assigned by the President or Board of
Directors.
3.
Service . Except with respect to the matters
specified below, Employee will devote sufficient working time and
efforts to adequately attend the business and affairs of the
Company. However, Employee will not work full time and
the Company agrees that Employee may have outside business
activities. In addition, Employee shall not be precluded from:
(a) engaging in appropriate civic, charitable or religious
activities; (b) serving on the boards of directors or as
officer, employee or consultant of other entities, including other
public companies, with the consent of the Company, which consent
shall not be unreasonably withheld; (c) providing incidental
assistance to family members on matters of family business, so long
as the foregoing activities and service do not conflict with the
Employee's responsibilities to the Company; and (d)
completing, managing and supervising Employee’s personal
business affairs.
4.
Term of Agreement . The Company agrees to
continue the Employee's employment, and the Employee agrees to
remain in the employ of the Company, pursuant to the terms of this
Agreement for a period of 180 days, or until earlier
as described herein.
5.
Compensation . Employee shall receive a salary of $4,000 per
month in, at the Company’s sole discretion: (a) cash payments
in accordance with the general payroll practices of the Company; or
(b) shares of the Company’s restricted common stock. Any
shares of common stock issued as compensation pursuant to this
Agreement shall be issued at a per share price of lesser of: (i)
.004; or (ii) the current market price, as quoted by
Bloomberg L.P., of the Company’s common stock as of the date
of issuance.
6.
Termination . The Employee’s employment with the
Company shall be considered “at will” such that the
Employee or the Company may terminate the Employee’s
employment for any reason whatsoever at anytime. In the event the
Employee is terminated by the Company, the Employee shall be
entitled to all compensation that would be accrued and otherwise
payable to the Employee under entire term of this Agreement. In the
event the Employee voluntarily terminates his employment, the
Employee shall be entitled to any unpaid salary accrued up to the
point of termination.
7.
Nondisclosure. The Employee acknowledges that
during the course of his employment by the Company, the Company
will provide, and the Employee will acquire, knowledge of special
and unique value with respect to the Company's business operations,
including, by way of illustration, the Company's existing and
contemplated product line, trade secrets, compilations, business
and financial methods or practices, plans, hardware and software
technology products, systems, programs, projects and know-how,
pricing, cost of providing service and equipment, operating and
maintenance costs, marketing and selling techniques and
information, customer data, customer names and addresses, customer
service requirements, supplier lists, and confidential information
relating to the Company's policies, employees, and/or business
strategy (all of such information herein referenced to as the
“ Confidential Information ”). The Employee
recognizes that the business of the Company is dependent upon
Confidential Information and that the protection of the
Confidential Information against unauthorized disclosure or use is
of critical importance to the Company. The Employee
agrees that, without prior written authorization of the Board of
Directors of the Company, the Employee will not, during his
employment, divulge to any person, directly or indirectly, except
to the Company or its officers and agents or as reasonably required
in connection with the Employee’s duties on behalf of the
Company, or make any independent use of, except on behalf of the
Company, any of the Company's Confidential Information, whether
acquired by the Employee during his employment or not. The Employee
further agrees that the Employee will not, at any time after his
employment has ended, use or divulge to any person directly or
indirectly any Confidential Information, or use any Confidential
Information in subsequent employment of any nature. If
the Employee is subpoenaed, or is otherwise required by law to
testify concerning Confidential Information, the Employee agrees to
notify the Company upon receipt of a subpoena, or upon belief that
such testimony shall be required. This nondisclosure provision
shall survive the termination of this Agreement for any reason. The
Employee acknowledges that the Company would not employ the
Employee but for his covenants and promises contained in this
Section 7.
8.
Return of Documents. The Employee agrees that if
the Employee’s relationship with the Company is terminated
(for whatever reason), the Employee shall not remove or take with
the Employee, but will leave
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