EXHIBIT 10.3
Employment Agreement
Jeffrey L. Minch
President, Chief Executive Officer, Director
1 January 2009
This Employment Agreement is made to be effective 1 January 2009 by
and between
Littlefield Corporation ("Littlefield
Corporation" or the "Company") and
Jeffrey L. Minch ("Minch" or the
"Employee")
and, except as specifically set forth in this Agreement, supersedes
the previous
Employment Agreement between the parties, a copy of which is
attached as Exhibit
A.
WHEREAS, Littlefield Corporation and Minch currently
have an employer-employee
relationship which expired on 31 December 2008; and,
WHEREAS, Littlefield Corporation and Minch
mutually desire to enter into this
new written Employment Agreement ("Agreement") upon the terms and
conditions set
forth herein.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements
contained herein, Littlefield Corporation and Minch hereby agree as
follows:
POSITION
Title. The Company
hereby appoints Minch, and Minch hereby accepts
the
Company's senior management position as President and
Chief Executive Officer
reporting only to the Board of Directors of the Company.
Duties. In the
performance of his duties Minch agrees to comply with all
existing and future regulations applicable to the
Company's business. Minch
agrees to faithfully and diligently perform the
duties commensurate with his
position as set forth in the Company's Bylaws together with such
other duties as
the Board of Directors may reasonably designate from time to
time.
Exclusive Services. Minch will devote
substantially all of his professional
time to the responsibilities of his position as
President and Chief Executive
Officer of the Company. It is understood and agreed that Minch may
not engage in
any other business activity during the Term, whether or not
for profit or other
remuneration, without the prior written
consent of the Company; provided,
however, that the Employee may make personal financial
investments which do not
involve any material active
participation on his part, and may engage
in
charitable, philanthropic, education,
religious, civic and similar types of
activities to the extent that such
activities do not hinder or otherwise
interfere with the business of the Company, or
the performance of his duties
under this Agreement. The Company acknowledges that
Minch is actively involved
in other philanthropic, civic, charitable,
service, political and personal
interests including but not limited
to serving as a Trustee of the
VMI
Foundation; Austin Midnight Basketball, the
VMI Alumni Association Centex
Chapter, and other organizations.
Notwithstanding the foregoing, during the
Term, Minch shall not directly or
indirectly acquire any stock (with the
exception of publicly held
companies) or interest in any
corporation,
partnership, or other business entity that
competes, directly or indirectly,
with the business of the Company, without obtaining the prior
written consent of
the Company.
Director. The Company agrees
to nominate Minch annually as a Director of
the Company during the Term of this
Agreement. Minch agrees to serve as a
Director of the Company during the Term of this
Agreement, if elected. Minch
will receive no additional compensation for
his service as a Director of the
Company.
<PAGE>
COMPENSATION & BENEFITS
Salary. The Company will pay to
Minch, in accordance with the customary
payroll practices of the Company, a Salary of $20,000.00
monthly, which equates
to $240,000.00 annually. Salary will
be reviewed annually by the Board of
Directors, using whatever objective
criteria they shall decide upon, on or
before 31 December of each calendar year.
Deferred Compensation.
The
Company will create a "Deferred Compensation"
account for the
benefit of Minch and shall
deposit into this account
monthly Deferred
Compensation in the amount of $2,000 per month. In addition, Minch
may designate
any amount up to $50,000 annually of
his Salary to be deposited into this
Deferred Compensation account.
The
Deferred Compensation account will be a stock brokerage
account
held at Charles Schwab in Austin, Texas and Minch will
have the sole authority
to make trades in the account (not including any margin or option
trading).
During
the Term of this Agreement, the Deferred Compensation
account
will be an asset of the Company and will be liable to claims
of creditors as a
Company asset. The Deferred Compensation account will be delivered
to Minch upon
the termination of his employment with the Company; or, at
such earlier date at
the complete discretion of the Board of Directors.
Discretionary Performance
Bonus. The Board of Directors will present an
annual written performance appraisal
of the performance of Minch in
the
discharge of his duties during the prior fiscal year.
This annual performance
appraisal will be the basis, in part, for
the consideration by the Board of
Directors of whether to award Minch a discretionary
performance bonus, and if
so, in what amount. The annual performance
appraisal will take place within
fifteen (15) days following the
filing of the Company's Form 10K with the
Securities and Exchange Commission, and any
discretionary performance bonus
awarded will be paid in the second quarter. For any partial year of
performance,
the Board of Directors may within its sole
discretion elect to award Minch a
pro-rated performance bonus.
Stock Options.
At the
first meeting of the Board of Directors Compensation Committee
that takes place after the execution of this Agreement,
Minch shall be granted
an option to purchase up to 900,000 shares of common stock at
a purchase price
of 110% of the fair market value of the Company's
common stock on the date of
grant (determined according to 110%
of the closing market price of
the
Company's, common stock on the OTCBB
on the date of grant), vesting in
accordance with the following schedule.
Amount:
options to purchase 900,000 shares of common stock
Vesting:
Options for 300,000 shares - 31 December 2009
Options for 300,000 shares - 31 December 2010
Options for 300,000 shares - 31 December 2011
The
options shall expire if not exercised on or
before 5:00 p.m.,
Austin, Texas, time, on 31 December 2018.
The stock options granted would be
based upon the Company having
approximately 17,937,600 shares outstanding of an authorized
40,000,000 shares.
In the event that the Company should issue more
shares (i.e. more shares are
"outstanding"), then the amount of the stock award
(both vested and unvested
shares) shall be proportionately increased to maintain the
same relationship as
900,000 bears to 17,937,600.
In the
event that the Employee is terminated for Cause under
Section
0 or the Employee voluntarily terminates this
Agreement under Section 0, all
options granted under this Section which have not
yet vested shall terminate
immediately.
The
form of option agreement to be entered between the
Employee and
Company is attached to this Agreement and
incorporated herein by reference as
Exhibit B.
<PAGE>
Benefits. Minch will be
entitled to receive the same benefits
as all
Company employees who are similarly
situated with the exception of vacation
benefits. Minch shall be entitled to take up to 25 paid
vacation days per year.
Vacation will be taken only at times which will not disrupt the
normal business
activities of the Company. Unused vacation will not carry
over to the following
year and will not be paid upon separation from employment.
Expense Reimbursement.
The Company will reimburse Minch
for all reasonable, necessary
and appropriate business expenses
incurred on behalf of the Company upon
presentation of proper expense statements
or vouchers or such other written
supporting documents as the Company may reasonably
require. In addition, the
Company will provide Minch with an American
Express credit card to be used by
him solely for legitimate Company expenses.
In
addition, the Company shall reimburse Minch
for any business
related travel in his personal airplane by paying
the prorated cost of fuel,
routine maintenance (oil changes and annual
inspection but not including any
replacement of aircraft systems), insurance and hanger fees. .
Minch
shall be entitled to make unlimited personal phone calls during
and after business hours.
Executive Assistant. The
Company will employ an executive assistant who
reports to Minch whose duties shall include providing
administrative support to
Minch in the discharge of his duties
for the Company, in his civic and
philanthropic activities, as well as in
the management of his individual
financial and business affairs. At all times this employee
shall be an employee
of Littlefield Corporation.
TERM & TERMINATION
Term. The "Term" of this Agreement will
commence on 1 January 2009 and will
automatically terminate on 31 December 2011 unless extended or
terminated sooner
as provided for herein. This Agreement shall be
automatically extended during
any time period in which its provisions are being renegotiated.
Termination of Minch for
"Cause." The Company may immediately terminate
this Agreement for "Cause" upon a
vote by the majority of the Board
of
Directors. "Cause" for termination shall exist upon:
Employee's willful and continued failure after
written notice to
substantially perform his duties with the
Company (other than such failure
resulting from his incapacity due to physical or mental illness or
disability);
Employee's willful engagement in misconduct, as reasonably
determined
by a majority vote of the Board of Directors, which is
materially injurious to
the Company; or,
Employee's conviction of either a felony or an act of
fraud against
the Company or its affiliates.
Upon
termination for Cause, Minch shall not be
eligible for the
"Severance Package" (defined in Section 0).
Termination of Minch
Without Cause. The Company may
terminate this
Agreement without Cause upon a vote by the
majority of the Board of Directors
and ninety (90) days written notice of
such termination. Upon termination
without Cause, Minch will receive the Severance
