Exhibit 10.3
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
(“Agreement”) is made between Rock Energy Resources,
Inc. Corporation, a Delaware Corporation (the
“Company”, “Employer”), and Tom S. Elliott
(“Elliott”, “Employee”).
RECITALS
WHEREAS, Employer is engaged in
exploration, development and production of crude oil and natural
gas; and,
WHEREAS, Elliott has unique
experience and knowledge regarding the hydrocarbon industry;
and,
WHEREAS, the Company is
desirous of entering into an agreement with Elliott, whereby
Elliott will be employed by the Company as Chief Operating Officer
and President; and,
WHEREAS, Elliott agrees to
serve as Chief Operating Officer and President of the Company from
the effective date of this Agreement until June 30, 2010 or until
such time as a successor is duly nominated and installed.
NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth below,
the parties agree as follows:
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Management and Operations.
Elliott hereby agrees to devote his full time, and best
efforts, to managing and operating the business and commercial
affairs of the Company and to perform in the capacity of
COO/President on behalf of the Company. The designation by
Employer’s Board of Directors or Managing Members of any
other duties or any other corporate office, position or title for
employee during the term of this Agreement shall not decrease
Employee’s compensation as provided herein. It is
expressly understood by Employer and Employee that nothing within
this Employment Agreement shall prevent or in any way limit Elliott
from accepting directorships with other corporate entities unless
said corporation would be in competition with the Company.
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Term. Subject to provisions
of termination as hereinafter provided, the term of this Agreement
shall be for a period of two (2) years beginning as of the
effective date and terminating on the date which is the last day
prior to the second (2nd) anniversary of the Effective
Date. Absent written notice by Elliott to the Company or
the Company to Elliott this contract will automatically add one
year to its term on each one year anniversary date after June 30,
2010.
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Base
Compensation . For services rendered by Elliott
under this Agreement, the Company shall pay Elliott the sum of US $
280,000.00 (Two Hundred Eighty Thousand Dollars) per annum,
payable in equal semi-monthly installments, due on the first and
the fifteenth day of each month, of US $ 11,666.00 (Eleven
Thousand Six Hundred Sixty Six Dollars) during the term of this
Agreement.
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Payment of Compensation, Bonus and
Commission . The company will withhold any and all
applicable federal and state taxes from any payments made to
Elliott.
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Expense Reimbursement : The
company shall reimburse Elliott for reasonable and necessary
expenses incurred by Elliott in connection with his
responsibilities under this Agreement, provided ,
however, that Elliott shall submit properly documented requests for
reimbursement to the Company
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Health Insurance . The
Company shall provide Elliott with a major medical or health
insurance program and or policy consistent with what other Company
executive employees receive.
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Vehicles . While employed by
the Company, the Company shall provide Elliott with a motor
vehicle, inclusive of operation and running costs of said
vehicle.
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Relocation . Should the
Company require Elliott to relocate from Elliott’s present
location in Houston, the Company shall provide Elliott with full
relocation assistance and reimbursement for all reasonable and
necessary costs incurred in the relocation.
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Additional Compensation
. Elliott shall receive a grant of 250,000 (Two Hundred
Fifty Thousand) shares of Rock Energy Resources Common stock upon
signing this employment agreement. Further, Elliott
shall be entitled to all employee bonus plans, stock option plans,
compensation programs, or policies now in existence or as may
hereafter be conferred by Employer to all of its executive
employees.
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Compensation Review.
Compensation shall be reviewed on not less than an
annual basis and adjusted to appropriately compensate Elliott for
his services hereunder. Increases in compensation shall
be at the discretion of the company’s board of directors or
governing members; however, in no event shall compensation be
reduced from that which is provided for in this Agreement.
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Duties and Extent of Services
. Elliott shall have the following duties and
responsibilities subject to the approval of the Managing Members or
Board of Directors:
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Elliott shall organize an appropriate
management and operational team for all operations and undertakings
of the Company, and shall have the right to employ individuals as
may be necessary for the proper management of the Company.
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Elliott shall actively participate in the
development of Company properties, inclusive of exploitation,
exploration, development and production; the marketing and
development of technologies owned by the Company, its affiliates or
subs; and all other aspects of the corporate enterprise.
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Elliott shall supervise and manage, or cause
to be supervised and managed, the oil and gas leases and operating
wells of the Company, and shall be respo
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