Exhibit 10.22
This Employment Agreement (this "Agreement") by
and between ERHC Energy (Cayman) Limited, a Company
incorporated in the Cayman Islands ("Company"), and Peter
Ntephe ("Employee") is effective from April 22 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 April 22 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 Chief Operating Officer 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$236,000 per annum ("Salary"). The Salary is payable gross in
equal monthly installments. The Employee shall be responsible for
all 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, parent or holding companies, 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 federal,
state and local 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 ail 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.
(g) 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$25,000. “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 ail 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); (Hi) 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 bv 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, without cause, at any time
and such termination shall become effective upon written notice by
the Board to the Employee or at such later time as may be specified
in the notice. If such termination occurs:
(i) within 1 (one) month
from the date of Commencement of the Primary Term, the Employee
shall be entitled to the amount that would have accrued as his
Salary for 3 (three) months from the date of
termination;
(ii) after the first 1 (one)
month from the date of Commencement of the Primary Term but before
the expiration of 12 months from the date of Commencement of the
Primary Term, the Employee shall be entitled to the amount that
would have accrued as his Salary for 9 (nine) months from the date
of termination;
(iii) after 12 (twelve)
months from the date of Commencement of the Primary Term
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