Exhibit
10.58
EXECUTIVE EMPLOYMENT
AGREEMENT
BETWEEN:
GRAN
TIERRA ENERGY INC. ,
an Alberta corporation (“ GTEI ”) and
Gran Tierra Energy Inc. , a Nevada corporation
(“ Gran Tierra ”)
(GTEI and Gran Tierra are
collectively referred to herein as, the “
Company ”)
- and -
MARTIN
H. EDEN , an
individual ordinarily resident in the City of Calgary in the
Province of Alberta
(the “
Executive ”)
(collectively referred to as the
“ Parties ”)
RECITALS:
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A.
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The
Executive has specialized knowledge and valuable skills and
experience which are critical to the management and success of the
business.
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The
Company wishes to secure the services of the Executive and to
ensure that the Executive remains Chief Financial Officer of the
business.
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C.
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The
Executive is currently an employee of the Company pursuant to an
employment agreement between the Executive and the Company dated
December 1, 2006 (the “ Prior Agreement
”).
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D.
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The
Parties wish to set forth their entire understanding and agreement
with respect to the subject matter herein and replace the Prior
Agreement in its entirety with this Executive Employment Agreement
(the “ Agreement ”).
|
THEREFORE , the
Parties agree as follows:
ARTICLE 1
DUTIES AND
RESPONSIBILITIES
1.1
Position
The Company confirms the appointment of the
Executive to the position of Chief Financial Officer. The Executive
will undertake those duties and responsibilities set out in
Schedule “A” to this Agreement as well as those duties
reasonably assigned to the Executive by the Board of Directors of
the Company (the “ Board ”). The
Executive will report to the President and Chief Executive Officer.
The parties agree that the relationship between the Company and the
Executive created by this Agreement is that of employer and
employee.
1.2
Other Engagements
The Executive shall not engage in any other
business, profession or occupation which would conflict with the
performance of his duties and responsibilities under this
Agreement, either directly or indirectly, including accepting
appointments to the boards of other companies without the prior
written consent of the Board.
1.3
Reassignment
The Company shall not reassign the Executive to
another position within the Company itself, or to a position within
a subsidiary, affiliated or related corporate entity (“
Member Company ” or “ Member
Companies ”) or alter the duties, responsibilities,
title, or reporting lines of the Executive or change the location
of the Executive’s employment unless the Executive agrees to
such reassignment or alteration.
1.4
Travel
The Executive shall be employed at the
Company’s location in Calgary, Alberta. The Executive shall
be available for such business related travel as may be required
for the purposes of carrying out the Executive’s duties and
responsibilities. The Executive shall be entitled to business class
tickets for domestic or international flights with a duration of
more than 1 hour. The Executive will be entitled to choose suitable
accommodations when traveling on Company
business.
ARTICLE 2
TERM OF EMPLOYMENT
The Executive’s employment with the
Company is for no specified duration and constitutes at-will
employment. The Executive’s employment may be terminated at
any time by either of the Parties, subject to the provisions of
Article 9.
ARTICLE 3
BASE SALARY
The Executive will be paid an annual salary in
an amount determined by the Board, subject to applicable statutory
deductions (the “ Base Salary ”). The
Executive’s Base Salary will be payable in accordance with
Company practices and procedures as they may exist from time to
time. Base Salary will be reviewed and may be increased on an
annual basis by the Board, with input from the
Executive.
ARTICLE 4
BONUS
4.1
Bonus Eligibility
The Executive shall be eligible to receive an
annual bonus payment in addition to Base Salary and other
compensation for each year of the Executive’s employment (the
“ Bonus ”) as determined by the Board
from time to time.
4.2
Bonus Payment
The Bonus shall be payable within sixty (60)
days of the end of the fiscal year, and will be based upon the
Executive’s performance during the preceding
year.
ARTICLE 5
BENEFITS
The Executive shall be entitled to participate
in and to receive all rights and benefits under any life insurance,
disability, medical, dental, health and accident plans maintained
by the Company for its employees and for its executive officers
specifically. The Company will continue to pay the
Executive’s Base Salary in the event the Executive becomes
disabled until such time as the Executive begins to receive
long-term disability insurance benefits.
ARTICLE 6
VACATION
The Executive will be entitled to five weeks
vacation per year. Payment of all vacation pay will be at Base
Salary. The Executive will arrange vacation time to suit the
essential business needs of the Company. Unused vacation
entitlement will be carried over into the following calendar year
to a maximum entitlement of eight weeks in any one year. On leaving
the employment of the Company for whatever reason, the Company will
compensate the Executive for any accrued but unused vacation
entitlement based upon the Executive’s then current Base
Salary.
ARTICLE 7
STOCK OPTIONS
The Company will provide the Executive with the
right to participate in stock option plans and/or incentive award
plans approved by the Board.
ARTICLE 8
PERQUISITES AND
EXPENSES
The Company recognizes that the Executive will
incur expenses in the performance of the Executive’s duties.
The Company shall reimburse the Executive for any reasonable out of
pocket expenses incurred in the course of
employment.
ARTICLE 9
TERMINATION OF
EMPLOYMENT
9.1
Termination Without Notice
This Agreement and the Executive’s
employment with the Company may be terminated, without the Company
being obligated to provide the Executive with advance notice of
termination or pay in lieu of such notice, whether under contract,
statute, common law or otherwise, in the following
circumstances:
(a)
Voluntary Resignation
In the event the Executive voluntarily resigns,
except where the Executive resigns for Good Reason as provided for
in this Agreement, the Executive will give a minimum of ninety (90)
days’ advance written notice to the Company. The Executive
will not be entitled to receive any further compensation or
benefits whatsoever other than those which have accrued up to the
Executive’s last day of active service with the Company. The
Company may, at its discretion, waive in whole or in part such
notice with payment in lieu to the Executive;
(b)
Cause
"Cause" is defined as any of the
following:
(a) conviction of, or plea of nolo contendere
to, a felony;
(b) participation in a fraud against the
Company;
(c) participation in an act of dishonesty
against the Company intended to result in your personal
enrichment;
(d) willful material breach of the Company's
written policies;
(e) intentional significant damage to the
Company's property by you;
(f) material breach of this Agreement;
or
(g) conduct by you that, in the good faith and
reasonable determination of the Board, demonstrates gross unfitness
to serve provided that in such event, the Company shall provide
notice to you describing the nature of the gross unfitness and you
shall thereafter have ten (10) days to cure such gross unfitness if
such gross unfitness is capable of being cured.
The Company may not terminate your employment
for Cause unless and until you receive a copy of a resolution duly
adopted by the affirmative vote of at least a majority of the Board
of Directors of the Company ("Board") finding that in the good
faith opinion of the Board, that "Cause" exists and specifying the
particulars thereof in reasonable detail.
9.2
Termination by the Company
without
