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EMPLOYEE EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "
Agreement ") dated April 12, 2007 and effective as of the 1
st day of December, 2006, is entered into by and between
Malibu Minerals, Inc., a Nevada corporation (the " Company
"), and James Laird (" Employee ").
The Company desires to employ the Employee, and
the Employee wishes to accept such employment with the Company,
upon the terms and conditions set forth in this
Agreement.
NOW THEREFORE, in consideration of the foregoing
facts and mutual agreements set forth below, the parties, intending
to be legally bound, agree as follows:
1. Employment . The Company hereby agrees to employ
Employee, and Employee hereby accepts such employment and agrees to
perform Employee’s duties and responsibilities in accordance
with the terms and conditions hereinafter set forth.
1.1 Duties and
Responsibilities . During the Employment Term, Employee is
hereby employed as set forth in Exhibit A. During the Employment
Term, Employee shall perform all duties and accept all
responsibilities incident to such positions and other appropriate
duties as may be assigned to Employee by the Company’s Chief
Executive Officer, the board of directors of the Company (the
"Board of Directors"), or such other person as determined by the
Company from time to time. The Company shall retain full direction
and control of the manner, means and methods by which Employee
performs the services for which he is employed hereunder and of the
place or places at which such services shall be rendered. During
the Employment Term, Employee shall report directly to the
Company’s Board of Directors or such other person as
determined by the Company. In furtherance of the foregoing,
Employee shall, subject to the direction and instruction of the
Board of Directors: (a) devote such amount of hours per week as
required by the Board of Directors or such other person as
determined by the Company from time to time, and will diligently
and to the best of Employee’s ability perform all duties
incident to Employee’s employment hereunder; (b) use
Employee’s best efforts to promote the interests of the
Company; and (c) perform such other duties as the Company may from
time to time direct.
1.2 Employment
Term . The initial term of Employee’s employment under
this Agreement shall commence on December 1, 2006 (the "Effective
Date") and shall continue for 12 months, up to and until November
30, 2007 (the "Employment Term"), and subject to renewal as set
forth in this Section 1.2, the subsequent term of Employee’s
employment hereunder shall commence on the Renewal Date and shall
continue for 12 months or such other period as mutually determined
in writing by the Company and the Employee, unless earlier
terminated in accordance with Section 4 hereof the ("Subsequent
Employment Term"). The term of Employee’s employment shall be
subject to renewal at the Company’s sole option for
successive one (1) year periods if the Company delivers to the
Employee a written notice of its intent to renew the Employment
Term, which written notice shall be given no later then fifteen
(15) days prior to the expiration of the then-effective Employment
Term. "Renewal Date" shall mean the date on which the Company and
the Employee shall mutually agree to in writing as the commencement
date of any Subsequent Employment Term.
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1.3 Extent of
Service . During the Employment Term, Employee agrees to use
Employee’s best efforts to carry out the duties and
responsibilities under Section 1.1 hereof.
1.4 Monthly
Salary ; Base Salary ; Consulting Fees .
(i) The Company
shall pay Employee during the Employment Term a salary at the
monthly rate of $4,000 (U.S.) for the initial 4 months, and
subsequently, a salary at the monthly rate of $2,500, for each
month there after up to and until November 30, 2007 (the "Monthly
Salary"), which shall be paid on the last business day of each
month during the Employment Term. Subject to renewal as set forth
in Section 1.2, during the Subsequent Employment Term, the Company
and Employee shall mutually agree to in writing of the amount of
the base salary that the Company shall pay to Employee, and
Employee shall agree to accept, which shall be paid monthly on the
last business day of each month during the Employment Term, or as
otherwise agreed to by the parties (the "Base Salary"). The Monthly
Salary and the Base Salary shall be subject to all state, federal,
and local payroll tax withholding and any other withholdings
required by law.
(ii) The Company and
Employee acknowledge that any form of compensation due to Employee
as set forth in this Agreement, including in Sections 1.4 through
1.6, does not include any fees for professional services to be
provided to the Company by Employee’s consulting company,
amount, terms and payment of which shall be agreed to separately in
writing by the Company and Employee.
1.5 Restricted
Stock ; Retirement of Restricted Stock .
(i) In addition to
the Monthly Salary and Base Salary, effective as of August 4, 2006,
Employee has received a one-time payment of 10,000,000 shares of
restricted common stock, $0.001 par value per share (the "Common
Stock"), of the Company (the " Shares ") in consideration of
the Employee being the sole founder of the Company. The parties
acknowledge that as of the date of this Agreement, Employee owns
only 5,000,000 Shares.
(ii) In
consideration of the covenants, payments, and agreements set forth
in this Agreement and in consideration of the Company proceeding
with Completion (as defined in the Acquisition Agreement) of the
Acquisition Agreement dated December 29, 2006, entered into by and
among the Company, Flex Fuels Energy Limited ("Flex
Fuels"), the shareholders of Flex Fuels and the individuals
signatories thereto (the "Acquisition Agreement"), receipt of which
is hereby acknowledged, Employee hereby irrevocably agrees to
before Completion to enter into a stock retirement agreement with
the Company in order to retire 4,900,000 Shares of Employee’s
holdings, such that immediately before Completion the Employee
shall own 100,000 Shares, unless otherwise agreed to mutually in
writing by the Company and Employee ("Retirement of Stock").
Notwithstanding, any Retirement of Stock shall be null and void in
the event the Completion does not take place as contemplated under
the Agreement.
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1.6 Reimbursement
of Expenses; Vacation; Sick Days and Personal Days .
Employee shall be provided with reimbursement of expenses related
to Employee’s employment by the Company on a basis no less
favorable than that which may be authorized from time to time by
the Board, in its sole discretion, for senior level Employees as a
group. Subject to renewal as set forth in Section 1.2, during the
Employment Term Employee shall be entitled to vacation and holidays
in accordance with the Company’s normal personnel policies
for senior level Employees, but not less than three (3) weeks of
vacation per calendar year, provided Employee shall not utilize
more than seven (7) consecutive business days without the express
consent of the majority of the members of the Board of Directors.
Unused vacation time will be forfeited as of December 31 of each
calendar year of the Employment Term. Employee shall be entitled to
no more than an aggregate of ten (10) sick days and personal days
per calendar year.
1.7 No Other
Compensation . Except as expressly provided in Sections 1.4
through 1.6, Employee shall not be entitled to any other
compensation or benefits.
2. Confidential
Information . Employee recognizes and acknowledges that by
reason of Employee’s employment by and service to the Company
before, during and, if applicable, after the Employment Term and/or
Subsequent Employment Term, Employee will have access to certain
confidential and proprietary information relating to the
Company’s business, which may include, but is not limited to,
trade secrets, trade "know-how," product development techniques and
plans, formulas, customer lists and addresses, financing services,
funding programs, cost and pricing information, marketing and sales
techniques, strategy and programs, computer programs and software
and financial information (collectively referred to as
"Confidential Information"). Employee acknowledges that such
Confidential Information is a valuable and unique asset of the
Company and Employee covenants that he will not, unless expressly
authorized in writing by the Company, at any time during the course
of Employee’s employment use any Confidential Information or
divulge or disclose any Confidential Information to any person,
firm or corporation except in connection with the performance of
Employee’s duties for the Company and in a manner consistent
with the Company’s policies regarding Confidential
Information. Employee also covenants that at any time after the
termination of such employment, directly or indirectly, he will not
use any Confidential Information or divulge or disclose any
Confidential Information to any person, firm or corporation, unless
such information is in the public domain through no fault of
Employee or except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business
of the Company or by any administrative or legislative body
(including a committee thereof) with apparent jurisdiction to order
Employee to divulge, disclose or make accessible such information.
All written Confidential Information (including, without
limitation, in any computer or other electronic format) which comes
into Employee’s possession during the course of
Employee’s employment shall remain the property of the
Company. Except as required in the performance of Employee’s
duties for the Company, or unless expressly authorized in writing
by the Company, Employee shall not remove any written Confidential
Information from the Company’s premises, except in connection
with the performance of Employee’s duties for the Company and
in a manner consistent with the Company’s policies regarding
Confidential Information. Upon termination of Employee’s
employment, the Employee agrees to return immediately to the
Company all written Confidential Information (including, without
limitation, in any computer or other electronic format) in
Employee’s possession. As a condition of Employee’s
continued employment with the Company and in order to protect the
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