Exhibit
10.59
EXECUTIVE EMPLOYMENT
AGREEMENT
Executive
Employment Agreement between Gran Tierra Energy Colombia
Ltd., a Utah partnership (the “ Partnership
”), which is a wholly-owned subsidiary of Gran Tierra
Energy Inc. , a Nevada corporation (“ Gran
Tierra ”) and Edgar Louis Dyes (the “
Executive ”, collectively with the
Partnership and Gran Tierra, the “ Parties
”).
RECITALS:
A. The Executive has specialized knowledge and
valuable skills and experience which are critical to the management
and success of the business.
B. The Partnership and Gran Tierra wish to secure
the services of the Executive and to ensure that the Executive
remains President of the Partnership.
C. The Executive is currently an employee of the
Partnership pursuant to an employment agreement between the
Executive and Argosy Energy International Colombia Ltd. dated April
1, 2006 (the “ Prior Agreement
”).
D. The Parties wish to set forth their entire
understanding and agreement with respect to the subject matter
hereof 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 Partnership confirms the appointment of the
Executive to the position of President of Gran Tierra Energy
Colombia and Executive shall perform the 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 Gran Tierra (the “
Board ”). The Parties agree that the
relationship between the Partnership 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 Executive shall not be reassigned to
another position within the Partnership itself, or to a position
within another subsidiary or Gran Tierra, or other affiliated or
related corporate entity (a “ 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 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 fly business class only for
international flights and shall use economy for domestic travel.
The Executive will be entitled to choose suitable accommodations
when traveling on the Partnership’s or Gran Tierra’s
business.
ARTICLE 2
TERM OF EMPLOYMENT
The Executive’s employment with the
Partnership is for no specified duration and constitutes at-will
employment. The Executive’s employment may be terminated at
any time by either the Partnership or the Executive, subject to the
provisions of Article 9.
ARTICLE 3
BASE SALARY
The Executive will be paid an annual salary in
the amount determined by the Board, subject to required
withholdings (the “ Base Salary ”).
The Executive’s Base Salary will be payable in accordance
with Partnership 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 Partnership, 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 Gran Tierra for the Partnership’s employees and for its
executives, including reasonable health and life insurance in the
United States for the Executive and his dependents or reimbursement
for such health and life insurance premiums. The Partnership 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.
Executive will be based in Bogotá Colombia
and will be allowed to travel, at Partnership’s expense, to
the United States as often as reasonably necessary to attend
personal business, subject to the Colombia residence requirements.
Partnership will provide reasonable housing, auto, club and living
expenses to Executive while performing his duties in Colombia, in a
manner consistent with such benefits as they were provided to
Executive in the first calendar quarter of 2006.
ARTICLE 6
VACATION
The Executive will be entitled to one month of
paid 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 Partnership and Gran Tierra. 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 Partnership for whatever
reason, the Partnership will compensate the Executive for any
accrued but unused vacation entitlement based upon the
Executive’s then current Base Salary.
ARTICLE 7
STOCK OPTIONS
Gran Tierra will provide the Executive with the
right to participate in stock option plans and/or incentive award
plans maintained by Gran Tierra and approved by the
Board.
ARTICLE 8
PERQUISITES AND
EXPENSES
The Partnership recognizes that the Executive
will incur expenses in the performance of the Executive’s
duties. The Partnership 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 Partnership may be terminated, without Partnership
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 Partnership and Gran
Tierra. 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 Partnership. The Partnership may, at its discretion, waive in
whole or in part such notice with payment in lieu to the
Executive;
"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
Partnership;
(c) participation in an act of dishonesty
against the Partnership intended to result in your personal
enrichment;
(d) willful material breach of the
Partnership's written policies;
(e) intentional significant damage to the
Partnership'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 Partnership 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 Partnership 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 Gran Tierra ("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 Partnership without
Cause
The Partnership may terminate the
Executive’s employment without Cause at any time by providing
the Executive with a separation package (the “
Separation Package ”) equal to one
years’ Total Cash Compensation.
“Total Cash Compensation” is
defined as the annualized amount of Base Salary plus Bonus Payment
for the prior 12-month period.
The Separation Package shall be payable in a
lump sum within thirty (30) days of termination.
9.3
Termination by the Exec