Exhibit
10.61
EXECUTIVE EMPLOYMENT
AGREEMENT
Executive Employment Agreement
among Gran Tierra Argentina
S.A. (“ GTASA ”), an
Argentine company, a wholly-owned subsidiary of Gran Tierra
(defined below), Gran Tierra Energy Inc. , a
Nevada corporation (“ Gran Tierra ”)
and Rafael Orunesu (hereinafter called the “
Executive ”, collectively with GTASA and
Gran Tierra, the “ Parties ”). GTSASA
and Gran Tierra are sometimes referred to herein as the “
Company .”
RECITALS:
A. The Executive has specialized knowledge and
valuable skills and experience which are critical to the management
and success of the business.
B. GTASA and Gran Tierra wish to secure the
services of the Executive and to ensure that the Executive remains
President of GTASA
C. The Executive is currently an employee of GTASA
pursuant to an employment agreement between the Executive and GTASA
dated March 1, 2005, as amended (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
GTASA confirms the appointment of the Executive
to the position of President of GTASA. The Executive shall perform
the duties and responsibilities 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 GTASA 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 GTASA 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 GTASA or Gran Tierra business.
ARTICLE 2
TERM OF EMPLOYMENT
The Executive’s employment with GTASA is
for no specified duration and constitutes at-will employment. The
Executive’s employment may be terminated at any time by
either GTASA or Executive, 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
GTASA 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 Gran Tierra for GTASA employees and for its executives. GTASA
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 GTASA 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 GTASA for whatever reason, GTASA 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
GTASA recognizes that the Executive will incur
expenses in the performance of the Executive’s duties. GTASA
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 GTASA may be terminated, without GTASA 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:
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(a)
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Voluntary Resignation
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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 GTASA 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 GTASA. GTASA
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
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 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 Gran Tierra (the "
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 GTASA without
Cause
GTASA 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 Executive for Good
Reason
Should the Executive terminate his employment
for Good Reason, as hereinafter defined, he shall receive the
Separation Package set out in section 9.2. Failure of the Executive
to terminate his employment on the occurrence of any event which
would constitute Good Reason shall not constitute waiver of his
right under this section 9.3. Notwithstanding the foregoing,
Executive may terminate his employment for Good Reason so long as
Executive tenders hi