EXHIBIT 10.1
PREMIER ENERGY CORP.
Mr. Anton Prodanovic, PhD
6514 Valleybrook Drive
Dallas, Texas 75254
U.S.A.
Phone: 1-972 458-2807
Cell: 1-214
208-3283
Fax: 1-310
774-3920
Email: a.pro@earthlink.net
EMPLOYMENT AND STOCK PURCHASE AGREEMENT
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Agreement made as of this 16th day of October 2008, by and among
Anton
Prodanovic of Dallas, Texas ("Employee") and Premier Energy Corp
(the
"Company").
Whereas, The Board of Directors of the Company recognizes
Employee's potential
contribution to the growth and success of the Company and desires
to assure the
Company of Employee's employment in an executive capacity as Chief
Operating
Officer and to compensate him for his services in performing in
that capacity,
the parties agree to the following terms and conditions of
employment. Employee
wants to be employed by the Company and to commit himself to serve
the Company
on the terms herein provided. In connection with his employment,
Employee
proposes to purchase and the Company to sell Stock on the terms
herein provided,
including particularly Employee's undertaking to remain loyal to
the Company.
NOW, THEREFORE, in consideration of the foregoing and of the
respective
covenants and agreements of the parties, the parties agree as
follows:
1. Definitions.
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"Benefits" shall mean all the fringe benefits approved by the Board
from time to
time and established by the Company for the benefit of employees
generally
and/or for key employees of the Company as a class, including, but
not limited
to, regular holidays, vacations, absences resulting from illness or
accident,
health insurance, disability and medical plans (including dental
and
prescription drug), group life insurance, and pension,
profit-sharing and stock
bonus plans or their equivalent.
"Board" shall mean the Board of Directors of the Company, together
with an
executive committee thereof (if any), as same shall be constituted
from time to
time.
"Cause" for termination shall mean (i) Employee's final conviction
of a felony
involving a crime of moral turpitude, (ii) acts of Employee which,
in the
judgment of the Board, constitute willful fraud on the part of
Employee in
connection with his duties under this Agreement, including but not
limited to
misappropriation or embezzlement in the
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performance of duties as an employee of the Company, or willfully
engaging in
conduct materially injurious to the Company and in violation of the
covenants
contained in this Agreement, or (iii) gross misconduct, including
but not
limited to the willful failure of Employee either to (a) continue
to obey lawful
written instruction of the Board after thirty (30) days notice in
writing of
Employee's failure to do so and the Board's intention to terminate
Employee if
such failure is not corrected, or (b) correct any conduct of
Employee which
constitutes a material breach of this Agreement after thirty (30)
days notice in
writing of Employee's failure to do so and the Board's intention to
terminate
Employee if such failure is not corrected.
"Chairman" shall mean the individual designated by the Board from
time to time
as its chairman.
"Chief Operating Officer" shall mean the individual having
responsibility to the
Board for the operational affairs of the Company and who reports
and is
accountable only to the Chief Executive Officer and the Board.
"Employee" shall mean Anton Prodanovic and, if the context
requires, his heirs,
personal representatives, and permitted successors and assigns.
"Stock" shall mean the Company's Common Stock.
"Company" shall mean Premier Energy Corp, a Florida corporation,
together with
such subsidiaries of the Company as may from time to time
exist.
2. Position, Responsibilities, and Term of Employment.
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2.01 Position. Employee shall serve as Chief Operating Officer and
in such
additional management position(s) as the Board shall designate. In
this capacity
Employee shall, subject to the bylaws of the Company, and to the
direction of
the Board, serve the Company by performing such duties and carrying
out such
responsibilities as are normally related to the position of Chief
Operating
Officer in accordance with the standards of the industry. The Board
shall either
vote, or recommend to the shareholders of the Company, as
appropriate, that
during the term of employment pursuant to this Agreement: (i)
Employee be
nominated for election as a director at each meeting of
shareholders held for
the election of directors; (ii) Employee be elected to and
continued in the
office of President of the Company and such of its subsidiaries as
he may select
(and such other office, if any, as shall be denominated that of the
Chief
Operating Officer of the Company or such subsidiary in the
Company's or such
subsidiary's Bylaws or other constituent instruments); (iii)
Employee be elected
to and continued on the Board of each subsidiary of the Company,
(iv) if the
Board of the Company or any of its subsidiaries shall appoint an
executive
committee (or similar committee authorized to exercise the general
powers of the
Board), Employee be elected to and continued on such committee; and
(v) neither
the Company nor any of its subsidiaries shall confer on any other
officer or
employee authority, responsibility, powers or prerogatives superior
or equal to
the authority, responsibility, prerogatives and powers vested in
Employee
hereunder.
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2.02 Best Efforts Covenant. Employee will, to the best of his
ability, devote
his full professional and business time and best efforts to the
performance of
his duties for the Company and its subsidiaries and affiliates.
2.03 Exclusivity Covenant. During the Agreement's term, Employee
will not
undertake or engage in any other employment, occupation or business
enterprise
other than a business enterprise in which Employee does not
actively
participate. Further, Employee agrees not to acquire, assume, or
participate in,
directly or indirectly, any position, investment, or interest in
the Territory
adverse or antagonistic to the Company, its business or prospects,
financial or
otherwise, or take any action towards any of the foregoing. The
provisions of
this Section shall not prevent Employee from owning shares of any
competitor of
the Company so long as such shares (i) do not constitute more than
5% of the
outstanding equity of such competitor, and (ii) are regularly
traded on a
recognized exchange or listed for trading by NASDAQ in the
over-the-counter
market.
2.04 Post-Employment Noncompetition Covenant. Except with the prior
written
consent of the Board, Employee shall not engage in activities in
the Territory
either on Employee's own behalf or that of any other business
organization,
which are in direct or indirect competition with the Company for a
period of one
(1) year subsequent to Employee's voluntary withdrawal from
employment with the
Company (except for a termination pursuant to a Change in Control),
or the
Company's termination of Employee's employment for Cause. Employee
and the
Company expressly declare that the territorial and time limitations
contained in
this Section and the definition of "Territory" are entirely
reasonable at this
time and are properly and necessarily required for the adequate
protection of
the business and intellectual property of the Company. If such
territorial or
time limitations, or any portions thereof, are deemed to be
unreasonable by a
court of competent jurisdiction, whether due to passage of time,
change of
circumstances or otherwise, Employee and the Company agree to a
reduction of
said territorial and/or time limitations to such areas and/or
periods of time as
said court shall deem reasonable. For a period of one year
subsequent to
Employee's voluntary withdrawal from employment with the Company
(except for a
termination pursuant to a Change in Control), or the Company's
termination of
Employee's employment for Cause, Employee will not without the
express prior
written approval of the Board (i) directly or indirectly, in one or
a series of
transactions, recruit, solicit or otherwise induce or influence any
proprietor,
partner, stockholder, lender, director, officer, employee, sales
agent, joint
venturer, investor, lessor, supplier, customer, agent,
representative or any
other person which has a business relationship with the Company or
had a
business relationship with the Company within the twenty-four-(24)
month period
preceding the date of the incident in question, to discontinue,
reduce, or
modify such employment, agency or business relationship with the
Company, or
(ii) employ or seek to employ or cause any business organization in
direct or
indirect competition with the Company to employ or seek to employ
any person or
agent who is then (or was at any time within six months prior to
the date the
Employee or the competitive business employs or seeks to employ
such person)
employed or retained by the Company. Notwithstanding the foregoing,
nothing
herein shall prevent the Employee from providing a letter of
recommendation to
an employee with respect to a future employment opportunity.
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2.05 Confidential Information. Employee recognizes and acknowledges
that the
Company's trade secrets and proprietary information and know-how,
as they may
exist from time to time ("Confidential Information"), are valuable,
special and
unique assets of the Company's business, access to and knowledge of
which are
essential to the performance of Employee's duties hereunder.
Employee will not,
during or after the term of his employment by the Company, in whole
or in part,
disclose such secrets, information or know-how to any Person for
any reason or
purpose whatsoever, nor shall Employee make use of any such
property for his own
purposes or for the benefit of any Person (except the Company)
under any
circumstances during or after the term of his employment,
pro
