EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT (the " AGREEMENT "),
made and entered into as of this 6 th day of October
2006, by and between Universal Energy Corp., a Delaware corporation
(the " CORPORATION "), and Kevin Tattersall (the
" EXECUTIVE ").
WITNESSETH THAT:
WHEREAS, the Corporation desires to employ the Executive in the
capacity hereinafter stated, and the Executive desires to
enter into the employ of the Corporation in such capacity for the
period and on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth below, it is hereby covenanted and agreed by
the Corporation and the Executive as follows:
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Employment Period . The Corporation hereby agrees
to employ the Executive as its Chief Exploration Officer, in
such capacity, agrees to provide services to the Corporation for
the period beginning on October 6, 2006 and ending October 6, 2008
(the " TERMINATION DATE ") (or such later date as may
be agreed to by the parties within 120 days prior to the
Termination Date) (the " EMPLOYMENT PERIOD ").
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Performance of Duties . The Executive agrees that during the
Employment Period, while he is employed by the Corporation,
he shall devote his full time, energies and talents
exclusively to serving in the capacity of Chief Exploration Officer
of the Corporation in the best
interests of the Corporation, and to
perform duties assigned to his by the Board of
Directors faithfully, efficiently and in
a professional manner. The Executive shall
devote his working time and attention as he deems appropriate to
the business and affairs of the Company (excluding any vacation and
sick leave to which the Executive is entitled), render such
services to the best of his ability, and use his reasonable best
efforts to promote the interests of the Company. It shall not be a
violation of this Agreement for the Executive to (A) serve on
corporate, civic or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements or teach at
educational institutions, and (C) manage personal investments,
so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of
the Company in accordance with this Agreement.
Specifically, as Chief
Exploration Officer, you will be responsible for supporting
the identification and evaluation of new business
opportunities such as new property
acquisition or merger opportunities, supporting both near-term
and long-range marketing activities, and
the oversight and evaluation of the
company's top level managers. Your responsibility will be to
management and the Board of
Directors, and as such, policy and direction
from the board will flow
through you to the company.
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Compensation . Subject to the terms and conditions of
this Agreement, during the Employment Period, the
Executive shall be compensated by the Corporation for
his services as follows:
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He shall receive $60,000 per year beginning October 6, 2006. The
commencement of the payments will require approval by the Board of
Directors of the Company. Executive shall be solely responsible for
all income taxes, payroll taxes and other amounts imposed on
Executive by reasons of any cash or non-cash compensation and
benefits provided to Executive pursuant to this Agreement.
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Restricted Stock Grant. The Company hereby grants to the Executive
325,000 shares of the common stock of the Company that is currently
traded on the Over the Counter Bulletin Board under the symbol
UVEC. The stock is restricted as defined by the Securities Act of
1933, as amended.
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Vesting.
The restricted stock issued will vest over a period of two years
(24 equal monthly installments) beginning with date hereof. Vesting
is contingent upon your continued employment with the Company. Any
remaining unvested stock at the time of termination or resignation
from the Company will be forfeited by the Executive.
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Compensation Due Upon Termination . The
Executive's right to compensation for
periods after the date his employment
with the Corporation terminates shall be determined in the
accordance with the following:
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Discharge Without Cause . If the
Corporation terminates the Executive's employment
under this Agreement without "cause" (as defined
Below), the Executive shall be entitled to receive one
month base salary. Should the Executive be
terminated under this provision (without cause) within the last
three months of the Corporate accounting year (now currently the
calendar year) the employee will also be entitled to any potential
bonus based on paragraph (3) (b) above on a Pro-Rata Basis, e.g. 10
months of employment would equal 10/12 of a year or approximately
83.3% of the bonus the Executive could have earned if employed for
the entire year.
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Voluntary Resignation . The Corporation shall have no
obligation to make payments to the
Executive in accordance with the
provisions of paragraph 3 for periods after the date on which the
Executive's employment with the Corporation terminates due to the
Executive's voluntary resignation.
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Discharge for Cause . The Corporation shall have no
obligation to make payments to the Executive in accordance with the
provisions of paragraph 3 for periods after the Executive's
employment with the Corporation is terminated on account of the
Executive's discharge for cause. The Executive shall be considered
discharged for "cause" if he is discharged by the Corporation on
account of the occurrence of one or
more of the following events:
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the Executive becomes habitually addicted
to drugs or alcohol;
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the Executive discloses confidential
information in violation of paragraph
5;
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the Executive engages in competition in
violation of paragraph 5;
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the Corporation is directed by regulatory or
governmental authorities to terminate the employment of the
Executive or the Executive engages in activities that cause actions
to be taken by regulatory or governmental authorities that
have a material or adverse effect on
the Corporation;
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the Executive is indicted for a felony (other than a felony
resulting from a traffic violation);
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the Executive disregards his duties under this
Agreement
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any event of misconduct involving serious moral turpitude to
the extent that, in the reasonable judgment of the Board of
Directors, the Executive's credibility and reputation no
longer conform to the standard of the
Corporation's executives; or
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the Executive commits an act of
fraud against the Corporation or
violates a duty of loyalty to
the Corporation.
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Disability . The Corporation shall
have no obligation to make payments to the
Executive in accordance with the provisions in paragraph 3
for periods after the date the Executive'
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