Exhibit 10.12
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this 1 st
day of June, 2007, (the "Effective Date") between Blaze
Energy Corporation, Inc., a Delaware corporation (the
“Company”), and Michael Thompson
(“Officer”).
W I T N E
S S E T H :
WHEREAS , the parties hereto desire to enter into an
agreement for the Company’s employment of Officer on the
terms and conditions contained in this Agreement;
NOW, THEREFORE , for and in consideration of the premises
and the mutual covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Employment, Title and Responsibilities .
Subject to the terms and conditions of this Agreement, the Company
hereby employs Officer, and Officer hereby accepts employment with
the Company. The Officer shall be employed as
President for the Company. The duties of the Officer shall
include the performance of all of the duties typical of the office
held by Officer as described in the bylaws of the Company and such
other duties and projects typical of the office as may be assigned
by the Chief Executive Officer of the Company (the
“Officer’s Services”).
2.
Term . Officer’s employment pursuant to
this Agreement will commence as of the Effective Date and will
continue until December 31, 2010, unless terminated in accordance
with Section 6.2 below (the period during which Officer is
employed under this Agreement being herein referred to as the
“Term”). Unless terminated by either party upon
notice to the other party within 30 days of the end of the term of
this Agreement, this Agreement will automatically renew on a
year-to-year basis.
3.
Time Commitment . During the Term, Officer
will devote Officer’s full business time, attention and
energies to the diligent and faithful performance of
Officer’s duties as an Officer of Company. The Officer will
not, during the term of this Agreement directly or indirectly
actively engage in any other business, either as Officer, employer,
consultant, principal, officer, director, advisor, or in any other
capacity, either with or without compensation, without the prior
written consent of Company.
4.
Compensation and Benefits . In consideration
of Officer’s services under this Agreement, Company will
provide to Officer compensation and other benefits as set forth on
Exhibit A attached hereto.
5.
Covenants of Officer . Officer understands and
acknowledges that the Company’s ability to develop and retain
trade secrets, customer lists, proprietary techniques, information
regarding customer needs and other confidential information
relating to the Company Business is of
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the utmost importance to the
Company’s success, and Officer further acknowledges that
Officer will develop and learn information in the course of
Officer’s employment that would be useful in competing
unfairly with the Company. In light of these facts and in
consideration of Officer’s employment with the Company and
the Company’s agreement to compensate Officer on the terms
set forth in Section 4 of this Agreement, Officer
covenants and agrees with Company as follows:
5.1.
Confidential Information . Officer shall use
his best efforts to protect Confidential Information. During
and after association with Company, Officer will not use (other
than for Company) or disclose any of Company’s Confidential
Information. “Confidential Information” means
information, without regard to form, relating to Company’s
customers, operation, finances, and business that derives economic
value, actual or potential, from not being generally known to other
Persons, including, but not limited to, technical or nontechnical
data, formulas, patterns, compilations (including compilations of
customer information), programs, models, concepts, designs,
devices, methods, techniques, processes, financial data or lists of
actual or potential customers (including identifying information
about customers), whether or not in writing. Confidential
Information includes information disclosed to Company by third
parties that Company is obligated to maintain as confidential.
Confidential Information subject to this Agreement may
include information that is not a trade secret under applicable
law, but information not constituting a trade secret only shall be
treated as Confidential Information under this Agreement for a two
(2) year period after the date on which Officer’s employment
with the Company is terminated (the “Termination
Date”). “Person” means any individual,
corporation, limited liability company, bank, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or other entity.
5.2.
Return of Materials. On the Termination Date or
for any reason or at any time at Company’s request, Officer
will deliver promptly to Company all materials, documents, plans,
records, notes, or other papers and any copies in Officer’s
possession or control relating in any way to Company’s
Business, which at all times shall be the property of Company.
5.3.
Solicitation of Employees and Independent Contractors
. During Officer’s employment hereunder and for one
(1) year after the Termination Date, Officer will not induce,
solicit, or assist in the solicitation of, any Person employed or
engaged by Company in any capacity (including without limitation as
an employee or independent contractor), to terminate such
employment or other engagement, whether or not such Person is
employed or engaged pursuant to a contract with Company and whether
or not such Person is employed or otherwise engaged at will.
5.4.
Post-Termination Competition . During
Officer’s employment hereunder, and for a period of two (2)
years after the voluntary or involuntary termination of
Officer’s employment with Company for any reason (with or
without cause), Officer shall not directly or indirectly, either
individually or through another entity in which Officer has an
interest, own any interest in any oil and gas field in which the
Company has an interest, including without limitation the
Fayetteville Shale Operation.
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Notwithstanding the above, nothing
contained herein shall be construed to prohibit Officer from owning
either of record or beneficially not more than five percent (5%) of
the shares or other equity interest of any Person that provided
products or services competitive with the products or services sold
by the Company.
5.5.
Disparagement . Officer shall not at any time
make false, misleading or disparaging statements about Company,
including its products, services, management, Officers, and
customers.
5.6.
Prior Agreements . Officer warrants that
Officer is not under any obligation, contractual or otherwise,
limiting or affecting Officer’s ability or right to perform
freely Services for Company. Upon execution of this
Agreement, Officer will give Company a copy of any agreement, or
notify Company of any agreement if a written agreement is not
available, with a prior employer or other Person purporting to
limit or affect Officer’s ability or right to perform
Services for Company, to solicit customers or potential customers,
to solicit the Officers or independent contractors of a prior
employer or other Person, or to use any type of information.
5.7.
Future Employment or Contractual Opportunities .
At any time before, and for one year after, the
Termination Date, Officer shall provide any prospective employer
with a copy of this Agreement, and upon accepting any employment
with another Person, provide Company with the employer’s name
and a description of the services Officer will provide.
5.8.
Work For Hire Acknowledgment; Assignment .
Officer acknowledges that work on and contributions to documents,
programs, and other expressions in any tangible medium
(collectively, “Works”) are within the scope of
Officer’s employment and part of Officer’s duties,
responsibilities, or assignment. Officer’s work on and
contributions to the Works will be rendered and made by Officer
for, at the instigation of, and under the overall direction of,
Company, and all such work and contributions, together with the
Works, are and at all times shall be regarded, as “work made
for hire” as that term is used in the United States Copyright
Laws. Without limiting this acknowledgment, Officer assigns,
grants, and delivers exclusively to Company all rights, titles, and
interests in and to any such Works, and all copies and versions,
including all copyrights and renewals. Officer will execute
and deliver to Company, or its successors and assigns, any
assignments and documents Company requests for the purpose of
complete, exclusive, perpetual, and worldwide ownership of all
rights, titles, and interests of every kind and nature, including
all copyrights in and to the Works, and Officer constitutes and
appoints Company as its agent to execute and deliver any
assignments or documents Officer fails or refuses to execute and
deliver, this power and agency being coupled with an interest and
being irrevocable.
5.9.
Inventions, Ideas and Patents . Officer shall
disclose promptly to Company, and only to Company, any invention or
idea of Officer (developed alone or with others) conceived or made
during Officer’s employment by Company or within six months
of the Termination Date. Officer assigns to Company any such
invention or idea
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in any way connected with
Officer’s employment or related to Company’s Business,
its research or development, or demonstrably anticipated research
or development and will cooperate with Company and sign all papers
deemed necessary by Company to enable it to obtain, maintain,
protect, and defend patents covering such inventions and ideas and
to confirm Company’s exclusive ownership of all rights in
such inventions, ideas and patents, and irrevocably appoints
Company as its agent to execute and deliver any assignments or
documents Officer fails or refuses to execute and deliver promptly,
this power and agency being coupled with an interest and being
irrevocable. This constitutes written notification that this
assignment does not apply to an invention for which no equipment,
supplies, facility or trade secret information of Company was used,
and which was developed entirely on Officer’s own time,
unless (a) the invention relates (i) directly to Company’s
Business
