EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT, is made as of May 21, 2008 (the “
Effective
Date ”), by and between Kevin Markey (the “
Employee
”) and PNG Ventures, Inc, a Nevada corporation (the
“ Company
”). Both the Employee and the Company may hereinafter be
referred to individually as a “ Party
” and collectively as the “ Parties
.”
RECITALS
WHEREAS,
the Company desires to employ Employee on the terms and
conditions herein stated and Employee accepts such terms of
employment;
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants contained
in this Agreement, and for good and valuable consideration,
the receipt of which is hereby acknowledged, it is hereby
agreed as follows:
1.
Position
. During the term of this Agreement, the Company
will employ the Employee, and the Employee will serve the
Company in the capacity of Chief Executive
Officer.
2.
Duties
. The Employee will perform the duties of the
Chief Executive Officer of the Company as such position is
described by the Bylaws of the Company, together with such
additional reasonably related duties assigned by the Board of
Directors; provided,
however , the Employee shall not be empowered to take
any of the following actions without prior written approval
by the Board of Directors:
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2.1
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Hire
and/or fire any Company officer, employee, agent or
subcontractor;
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2.2
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Enter
into any agreement to encumber the Company in any form in excess of
$100;
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2.3
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Enter
into any executory, merger or acquisition agreement;
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2.4
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Sell,
transfer or otherwise dispose of any of any Company
assets;
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2.5
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Issue
any debt or equity interest in the Company, including, but not
limited to, common stock, preferred stock, warrants, notes, debt
instruments of any kind, convertible notes or any other debt or
securities (or otherwise enter into agreements to issue any debt or
securities);
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3.
Service
. Except with respect to the matters specified
below, Employee will devote sufficient working time and
efforts to adequately attend the business and affairs of the
Company. However, Employee will not work full time
and the Company agrees that Employee may have other outside
business activities.
4.
Term of
Agreement . The initial term of this
Agreement shall be 10 days and shall automatically renew
every 10 days thereafter until terminated as further
described in Section 6 herein.
5.
Compensation
and Expenses .
5.1
Salary
. Employee shall receive $50 per day as
compensation for performing his duties hereunder.
5.5
Expenses
. Employee shall be responsible for any and all
costs and expenses incurred by Employee while acting as an
employee of the Company.
6.
Termination
. The Employee shall serve at the will of the Board of
Directors and may be terminated by the Board of Directors for
any reason whatsoever without notice (a “ Termination
”). Employee shall be entitled to any unpaid salary
accrued up to the point of termination.
7.
Miscellaneous
.
7.1
Severability
. If any provision of this Agreement shall be found
by any arbitrator or court of competent jurisdiction to be
invalid or unenforceable, then the Parties hereby waive such
provision to the extent that it is found to be invalid or
unenforceable and to the extent that to do so would not
deprive one of the Parties of the substantial benefit of its
bargain. Such provision shall, to the extent
allowable by law and the preceding sentence, be modified by
such arbitrator or court so that it becomes enforceable and,
as modified, shall be enforced as any other provision hereof,
all the other provisions continuing in full force and
effect.
7.2
No
Waiver . The failure by either Party at any
time to require performance or compliance by the other of any
of its obligations or agreements shall in no way affect the
right to require such performance or compliance at any time
thereafter. The waiver by either Party of a breach
of any provision hereof shall not be taken or held to be a
waiver of any prece
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