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.
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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.
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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,
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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 Company, both
during and after the termination of Employee’s employment
under this Agreement. Except as may be required in the normal
course of the business of the Company, as the Company shall
determine from time to time, the Employee shall not disclose any
such information at any time to any person other than a
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