Exhibit 10.20
This Employment Agreement (this "Agreement") by
and between ERHC Energy Inc, a Colorado corporation ("Company"),
and Sylvan Odobulu ("Employee") is effective from July 3, 2008 (the
"date of Commencement").
WHEREAS the Employee has been employed for the
two years immediately preceding the date of Commencement as the
Company's Internal Accountant/Auditor;
WHEREAS the Company and the Employee have agreed
that the Employee should be appointed the Company's Controller and
Head-Office Administrator upon the terms and conditions hereinafter
following;
NOW THIS
AGREEMENT WITNESSES
The Company and the Employee are agreed as
follows:
1.
Employment . Subject to the provisions for termination as
hereinafter provided, Employee's employment with Company shall be
pursuant to the terms of this Agreement and shall be for the period
commencing on 3 July 2008 ("the date of commencement") and expiring
24 months after the date of commencement, which period is
hereinafter called "the Primary Term."
2.
Renewal. Subject to the provisions for termination as
hereinafter provided, the Company and the Employee may, at any time
before the expiration of the Primary Term, mutually agree that the
Employment shall be renewed at the expiration of the Primary Term
on the same terms and conditions as are contained herein or on such
other terms and conditions as the Company and the Employee may then
mutually agree. Unless either party expresses in writing and
delivers a notice of intention not to renew, at least sixty (60)
days in advance, this Agreement shall be deemed to have
automatically renewed for a term equal to the Primary
Term.
3.
Duties . The Employee shall serve as the Controller and Head
Office Administrator of the Company and shall perform, faithfully
and diligently, such duties, and shall have such responsibilities
appropriate for such position, as shall be assigned to him from
time to time by the CFO, the Chief Executive Officer ("CEO") or the
Board of Directors of the Company ("the Board"). As part of the
said duties and responsibilities, Employee may from time to time be
required to provide Internal Control and Administrative services to
any of the Company's affiliates and subsidiaries. The Employee
shall devote his full time and attention to his employment with the
Company. The Employee may, with the approval of the Chief Executive
Officer or the Board of Directors, serve on the boards of directors
of the Company's affiliates and subsidiaries.
4.
Compensation and Benefits .
(a) Salary . During the Employment Term,
the Company will provide Employee a base salary of $13,500 per
month. The base salary shall be payable in bi-weekly installments,
less state and federal withholding, social security, and other
standard payroll deductions as shall be required to be withheld by
applicable law or regulations, payable to Employee in accordance
with the policies of the Company as from time to time in
effect.
(b) Incentive Compensation.
Subject to the provisions contained
in Paragraph 5 hereof, Employee shall from time to time receive
such incentive compensation as may be approved by the Board.
Incentive compensation under this Agreement shall not be payable at
any time earlier than the end of 6 months from the Commencement of
the Primary Term. It is agreed that the period of assessment and
accrual for determination of amount payable as compensation shall
commence on the date of Commencement of this Agreement. It is
understood and agreed that the accrual of such incentive
compensation shall be based on the attainment of performance
targets as mutually agreed between the Chief Executive Officer and
the Employee and approved by the board. For the purpose of
incentive compensation based on stock price performance, it is
hereby agreed that the baseline price for the Company stock is the
closing price of the Company stock on the OTC Bulletin Board on the
date of commencement. The Employee shall be responsible for all
federal, state and local taxes applicable to or arising from any
incentive compensation accruing to the Employee.
(c) Vehicle Allowance. The Employee shall be entitled to a monthly
vehicle allowance of $1,250.
(d) General Business Expenses.
Subject to sub-paragraph (e) of this
paragraph 4, the Company shall pay or reimburse the Employee for
all authorized reasonable expenses authorized under Company's
reimbursement policies that are necessarily incurred by the
Employee during the Employment in the performance of the Employee's
service under this Agreement. Such payment shall be made upon
presentation of such documents as the Company customarily requires
of its employees prior to making such payments or
reimbursements.
(e) Travel expenses.
Where travel by commercial carriage
is required by the Employee for the purposes of performance of the
Employee's duties under this Agreement, the Employee shall be
entitled to travel on that class of ticket that is commonly known
as "business class." The Employee may undertake travel by a higher
class of ticket only where there is no business class ticket
available.
(f) Annual Vacation. Subject to the provisions of paragraph 5 hereof,
the Employee shall be entitled to a vacation of four weeks in every
consecutive period of 12 months from the date of commencement
provided always that the specific dates on which the vacation is
taken shall be determined by the Chief Executive Officer. The
accrual and payment of the Employee's salary shall not be affected
or withheld by reason of the fact only that the Employee is on
vacation in accordance herewith.
(g) Relocation Expense. Company agrees to reimburse the Employee for
relocation associated with this employment in an amount to be
agreed between the Chief Executive Officer and the
Employee.
(h) Other Benefits . Other than the compensation and benefits
specified in the preceding sub-paragraphs of paragraph 4 hereof,
the Employee disclaims, disavows and relinquishes any entitlement
to any other allowances and benefits from the Company provided that
the Employee may contribute to and benefit from mutual compensation
schemes that are generally open to participation by all employees
of the company.
5.
Termination of Employment .
(a) The Employee's status as an employee of the
Company will terminate immediately and automatically upon the
earliest to occur of: (i) the death or "Disability" (as defined
below) of the Employee; (ii) the discharge of the Employee by the
Company "For Cause" (as defined below); (iii) termination of this
Agreement by notice by the Employer or Company as stated herein or
(iv) the expiration, without renewal, of the Employment.
The Employee
hereby accepts such employment subject to the terms and conditions
hereof.
(b) As used herein, Tor Cause" shall mean any
one or more of the following: (i) material or repeated violations
by the Employee (after notice thereof from the Company) of the
terms of this Agreement or the Employee's material or repeated
failure (after notice thereof from the Company) to perform the
Employee's duties in a manner consistent with the Employee's
position; (ii) excessive absenteeism on the part of the Employee
not related to illness or disability; (iii) the Employee's
indictment for a felony or conviction of a misdemeanor involving
moral turpitude; (iv) the Employee's commission of fraud,
embezzlement, theft or other acts involving dishonesty, or crimes
constituting moral turpitude, in any case whether or not involving
the Company, that in the opinion of the Board, renders the
Employee's continued employment harmful to the Company; (v)
substance abuse on the part of the Employee; or (vi) knowing and
material failure by the Employee to comply with applicable laws,
regulations and policies relating to the business of the Company or
its Affiliates; or (vii) the Employee acting in bad faith relative
to the Company's business interests. In the event the Company
terminates this Agreement For Cause, Employee shall be entitled to
receive only that Salary earned and Benefits accrued up to the date
of termination.
(c) As used herein, "Disability" shall mean a
physical or mental incapacity of the Employee that, in the good
faith determination of the Company has prevented the Employee from
performing the duties assigned the Employee by the Company for 30
consecutive days or for a period of more than 60 days in the
aggregate in any 12-month period and that, in the determination of
the Company after consultation with a medical doctor appointed by
the Company, may be expected to prevent the Employee for any period
of time thereafter from devoting the Employee's full time and
energies (or such lesser time and energies as may be acceptable to
the Company in its sole discretion) to the Employee's duties as
provided hereunder. The Employee's employment hereunder, except as
otherwise agreed to in writing between the Company and the
Employee, shall cease as of the date of such determination. The
Employee agrees to submit to medical examinations, at the Company's
sole cost and expense, to determine whether a Disability exists
pursuant to reasonable requests that the Company may make from time
to time. In the event this Agreement is terminated by the Company
under sub-paragraph 5 (a) (i) hereof, Employee or his legal
representatives, as applicable, shall be entitled to receive any
outstanding Salary earned and Benefits then accrued, up to the date
of the employee's death, or the date of termination in the event of
disability, as applicable.
(d) Additional Grounds for Termination by
Company . The Company may terminate Employee's employment: (i)
upon the bankruptcy or insolvency of Company; or (ii) in connection
with the dissolution or liquidation of the Company. In event of
termination by the company under this sub-paragraph 5(d), the
Company shall be obligated to Employee for the payment, at the
times and upon the terms provided for herein, of the Employee's
Salary for the number of full months remaining in the Primary Term
of this Agreement, together with all unpaid Benefits awarded or
accrued up to the date of termination.
(e) Termination without Cause by
Company . Notwithstanding the foregoing, Company shall
have the right to terminate this Agreement and Employee's
employment with the Company, wit
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