Exhibit 10.10
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(the “Agreement”), is
made this 15 th day of July, (the “Effective
Date”), between PRODRIL ACQUISITION COMPANY, INC. (the
“Company”), a Texas corporation with offices and
principal place of business at 3101 Big Horn Avenue, Cody, Wyoming
82414-9250 (the “Company”) and Gordon Tibbitts,
residing at 1378 Lakewood Circle, Salt Lake City, Utah, (the
“Employee”) for the purposes and considerations herein
expressed.
ARTICLE I – EMPLOYMENT
Section 1.0:
Duties : The Company hereby employs the Employee
and the Employee hereby accepts employment as Vice President
– Drill Bit Division of the Company. In such capacity
the Employee shall perform such duties, provide such services and
have such responsibilities commensurate with his position as to
perform such duties as are normally incident to that position and
shall perform such other duties and responsibilities as may be
prescribed from time to time by the board of directors of the
Company.
Section 1.1
Employment Term
: Subject to the provisions
for Termination hereinafter provided, the “Employment
Term” of this Agreement shall be that consecutive period of
employment beginning on the Effective Date and ending on July 15,
2004. This Agreement shall automatically be renewed each July
15th for an additional period of Twelve (12) consecutive months
unless terminated by the Company or the Employee under the
provisions for Termination hereinafter provided.
Section 1.2
Extent of Services
: During each of the above
described periods, the Employee shall devote his entire productive
time, attention and energies to the business of the Company and
shall devote a minimum of forty (40) hours a week to its
business. The Employee shall not, during the Employment Term,
be engaged in any other business activity unrelated to the business
of the Company, whether or not such business activity is pursued
for gain, profit or other pecuniary advantage unless expressly
approved in advance by the Company’s Board of Directors;
however, this provision shall not be construed to prevent the
Employee from investing his personal assets in such form or manner
as will not require any substantial part of the Employee’s
services in the operation or affairs of the business(es) in which
such investment(s) shall be made. The Employee, so long as he
is employed by the Company, shall not accept appointment or
election as a director, officer, consultant or in any other
capacity in any other business, whether or not competitive with the
Company, without the express written consent of the Company’s
Board of Directors, except as employee is so engaged prior to the
effective date of this Agreement, and said prior engagements, if
any, are fully listed on Exhibit “A” attached hereto
and made a part hereby. The Employee agrees to terminate any
such engagement that is now or hereinafter deemed competitive with
the Company in the sole discretion of the Company. The
Employee understands and agrees that the corporate base of the
Company is Cody, Wyoming and that the base of his employment is
Salt Lake City, Utah. The Employee will be present for any
and all operations that require the Employee’s presence in
Cody, Wyoming.
ARTICLE II – COMPENSATION
Section 2.0
Compensation
: The Company shall compensate
the Employee, at the rate(s) set out in Exhibit “B”,
attached hereto and made a part hereof.
1
Section 2.1
Incentive Program
: The Company shall provide the
Employee the Program as set out in Exhibit “C”,
attached hereto and made a part hereof.
Section 2.2
:
Bonuses : The Company expects to pay bonuses to
the Employee during the term hereof. Each such bonus shall be
payable at such time and in such amounts, as, determined by the
Company’s Board of Directors, in its sole and absolute
discretion.
Section 2.3
:
Expenses : The Employee may incur expenses on
behalf of the Company, for Company purposes, including expenses for
travel, entertainment or similar items. The Company will
reimburse the Employee for all such authorized expenses upon
submission of expense reports by the Employee presented within 60
days after such expenses are incurred and accompanied by paid
receipts for each item for which reimbursement is so
requested.
Section 2.4
:
Vacations : The Employee shall be entitled each year
to a vacation of Four (4) weeks. Vacation time may not be
accumulated from year to year.
Section 2.5
:
Holidays: The Employee shall
be entitled to the standard paid holidays as set forth annually by
the Employer.
ARTICLE III –TERMINATION
Section 3.0
:
Termination
: The Company may, upon
written notice, immediately terminate employment and this Agreement
if the Company, in its sole and absolute discretion:
Section 3.0.1
:
determines that the Employee is
incompetent, or incapable of performing those duties that
reasonably may be assigned to him; or,
Section 3.0.2
:
determines that the Employee has
acted in bad faith or dishonestly in the performance of his duties;
or,
Section 3.0.3
:
determines that the Employee has
violated any provisions of Article IV of this Agreement;
or,
Section 3.0.4
:
determines that the Employee is
unable to perform his assigned duties by reason of illness, injury
or incapacity which has continued for a continuous period of more
than Thirty (30) days; or,
Section 3.0.5
:
determines that after proper
notification the Employee has failed to terminate any competitive
position or activity as referred to in Section 1.2 specifically
identified by the Company; or,
Section 3.0.6
:
the acquisition of the assets of
ProDril Services Incorporated and ProDril Services International,
Ltd. is terminated for any reason or ProDril Acquisition Company,
Inc. is unable to secure title to the patents and licenses held by
CCORE Technologies and the Curlett Family Partnership.
2
If this Agreement is terminated for
any reason, the Company shall pay the Employee the amount(s)
provided in Section 3.2.
Section 3.1
:
Employee Terminate:
The Employee shall have the
right to terminate this Agreement for any reason upon written
notice to the Company specifying the date of such termination which
shall be not less than 15 nor more than 60 days from the date of
delivery of such notice to the Company. In the event of
termination of this Agreement by the Employee, the Employee shall
be paid the amounts specified in Section 3.2.
Section 3.2
:
Payment on Termination
: Within 30 days after
termination of the employment of the Employee with the Company, the
Company shall pay the Employee the full amount of all earned but
unpaid salary pro-rata through the date of his actual termination
of services plus the full amount of any bonus theretofore granted
to him but unpaid on the date of such termination and other bonuses
to which she is otherwise entitled less appropriate withholding and
less all amounts due the Company from the Employee as of the date
of such termination. In the case of termination under Section
3.0.1 or 3.0.2 or 3.0.3 or 3.0.5 hereof, the Company shall have the
right, as determined solely by the Board of Directors of the
Company, to make payment of the outstanding amount(s) due to the
Employee in cash. In the case of termination under Section
3.0.6 above, the Company shall make a payment to the Employee in
cash equal to 30 days as set forth in Exhibit B.
ARTICLE IV - PROTECTIVE AGREEMENTS AND
REMEDIES
Section 4.0
:
Restrictive Covenant
: Employee covenants and
agrees, that unless the Company consents in writing, he shall not
render the services nor perform the duties encompassed under this
Agreement for any other firm, business or person developing,
licensing, franchising, using, leasing, selling and/or marketing
products or devices of any type developed, licensed, franchised,
used, leased, marketed and/or sold by the Company during the term
of his employment, nor perform any services related directly or
indirectly thereto; and that upon termination of his employment
with the Company, whether by termination of this Agreement,
wrongful discharge or otherwise, Employee shall not directly or
indirectly, enter into or engage in direct competition with the
Company specifically related to its proprietary products or
services in the business of marketing, franchising, licensing,
using, leasing, marketing and/or selling competing products, or
services either as an individual, partner, joint venturer,
employee, consultant or agent for any person or entity located
within the territory of the Company’s proprietary license or
patents which cover worldwide application of such patents and
licenses as the case may be for a period of two (2) years after the
date of such termination of his employment hereunder.
“Competition” as used herein means the offer or sale of
any proprietary product, process or service of any person or
organization other than the Company, in existence or under
development, which resembles or competes with a proprietary
product, or service utilizing same developed, produced, marketed,
franchised, licensed, used, leased and/or sold by the Company
during the Employee’s employment under this
Agreement.
Section 4.1
:
Proprietary Nature of Products
and Services : The
Company and Employee hereby agree that any proprietary products,
any part thereof, or any services utilizing same, developed,
produced, marketed, franchised, licensed, leased or sold by the
Company, including original computer programs, as well as any trade
secrets utilized therein, whether consisting of designs,
configurations, formulas, specifications, or otherwise developed by
Employee or to which Employee shall have access or with which
Employee shall become familiar during the course of his employment
under this Agreement, or utilized in any services sold, marketed,
licensed, franchised or leased by the Company, shall be and remain
the sole and exclusive property of the Company. All other
information relating to the business of the Company, including but
not limited to the identity of its customers, licensees,
3
franchisees, distributors, and suppliers, its
arrangements with such persons, technical data relating to its
proprietary products and services, no matter when or how such
information may be or shall have been acquired by the Employee,
shall be treated by the Employee as confidential and proprietary
information of the
