Exhibit 10.21
This Employment
Agreement (this "Agreement") by and between ERHC Energy (Cayman)
Limited, a Company incorporated in the Cayman ("Company"), and
David Alan Bovell ("Employee") is effective from May 1,
2008.
The Company and
the Employee agree 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 May 1, 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.
3
Duties The Employee shall serve as the Vice President
Corporate Development of the Company and its subsidiaries. The
Employee shall faithfully and diligently perform such duties and
responsibilities appropriate to such position as may be determined
by 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 executive management services to any of
the Company's affiliates, subsidiaries and parent or holding
companies.
4.
Compensation and Benefits .
(a) Salary . During the employment term,
the Company will pay Employee a gross salary of US$235,000 per
annum ("Salary"). The Salary is payable in equal monthly
installments. The Employee shall be responsible for all personal
taxes applicable to or arising from such Salary paid to the
Employee.
(b) Incentive Compensation.
Subject to the provisions contained
in Paragraph 5 hereof, the Employee shall receive such incentive
compensation as shall be determined by the Board in conjunction
with the Board of Directors of ERHC Energy Inc (the "Parent
Board"). For the purpose of performance targets based on stock
price performance of any of the Company's affiliates, subsidiaries
or parent or holding company, it is hereby agreed that the baseline
price for assessing stock price performance is the closing price of
the relevant stock on the date of Commencement and such price shall
be the strike price of any stock options to be awarded to the
Employee as incentive compensation under the Employment. The
Employee shall be responsible for all personal taxes applicable to
or arising from any incentive compensation accruing to the
Employee.
(c) 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 and
there is a definite and urgent commercial necessity in the
corporate interest of the Employee that the travel be immediately
undertaken.
(f) Annual Vacation. Subject to the provisions of paragraph 5 hereof,
the Employee shall be entitled to a vacation of four (4) weeks in
every consecutive period of 12 months from the date of
Commencement. 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.
(q) Relocation Allowance . If by virtue of this Employment, it becomes
necessary for the Employee to relocate permanently from his current
city or country of abode for the purposes of the Employment, the
Company will reimburse to the Employee the cost of the requisite
relocation by the Employee up to a maximum reimbursement of
US$15,000. "Employee's relocation" in the preceding sentence
includes relocation of the Employee and of the Employee's spouse,
dependents and household items as well as any other relocation
efforts or activities undertaken by the Employee in respect or as a
result of the Employment.
(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
and benefits schemes, including medical, dental, vision and life
health-care benefits schemes and retirement plans that are
generally open to participation by all employees of the Company. To
the extent that the Employee is required by the terms of this
engagement, or otherwise in the furtherance of the Company's
interests, to engage in travel to remote or insecure locations
where exceptional arrangements will be necessary to protect the
Employee's security or health, the Company undertakes to cover all
reasonable expenses relating thereto.
(i) Legal Costs . Subject to the
provisions of the Company's Articles of Incorporation as of the
date hereof on indemnification of officers and directors of the
Company, if by virtue of the Employee fulfilling his duties under
the terms of this Agreement, or otherwise engaging in activities in
the furtherance of the interests of the Company, any legal
proceedings are brought by third parties against the Employee in
his capacity as an officer of the Company or personally, whether
such proceedings are initiated before or after the termination of
this Employment, the Company shall meet all the Employees legal
costs reasonably and properly incurred in defending himself. For
the avoidance of doubt the term legal proceedings shall be deemed
to include any actions taken by any regulatory authority, properly
constituted court of law, administrative tribunal, or governmental
or professional investigatory body
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
term.
The Employee
hereby accepts such employment subject to the terms and conditions
hereof.
(b) As used herein, "For 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 essential functions of his office and position or
functions 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, to
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