Exhibit
10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made
and entered into as of the 8 h day
of October, 2009 by and between Signature Exploration and
Production Corp., a Delaware corporation (hereinafter called the
"Company"), and Jordan Estra (hereinafter called the
"Executive").
Recitals
A. The
Board of Directors of the Company (the "Board") desires to assure
the Company of the Executive's continued employment in an executive
capacity and to compensate him therefore.
B. The
Board has determined that this Agreement will reinforce and
encourage the Executive's continued attention and dedication to the
Company.
C. The
Executive is willing to make his services available to the Company
on the terms and conditions hereinafter set forth.
Agreement
NOW, THEREFORE, in consideration of the premises
and mutual covenants set forth herein, the parties agree as
follows:
1.1
Employment and Term . The Corporation hereby agrees
to employ the Executive as its Chief Executive Officer, in
such capacity, agrees to provide services to the Corporation for
the period beginning on October 8, 2009 and ending October 8, 2012
(the “ TERMINATION DATE ") (or such later date
as may be agreed to by the parties within 120 days prior to the
Termination Date) (the “ EMPLOYMENT PERIOD
").
1.2
Duties of Executive . The Executive shall serve
as the Chief Executive Officer of the Company and shall diligently
perform all services as may be reasonably assigned to him by the
Board, and shall exercise such power and authority as may from time
to time be delegated to him by the Board. The Executive shall be
required to report solely to, and shall be subject solely to the
supervision and direction of the Board at duly called meetings
thereof, and no other person or group shall be given authority to
supervise or direct Executive in the performance of his duties. In
addition, the Executive shall regularly consult with the Chairman
of the Board with respect to the Company’s business and
affairs. The Executive shall devote his working time and attention
as he deems appropriate to the business and affairs of the Company
(excluding any vacation and sick leave to which the Executive is
entitled), render such services to the best of his ability, and use
his reasonable best efforts to promote the interests of the
Company. It shall not be a violation of this Agreement for Mr.
Estra to engage in other business activities including, but not
limited to those activities related to Sutter Securities and other
business ventures that Mr. Estra may become involved in during the
term of this Agreement. It shall not be a
violation of this Agreement for the Executive to (A) serve on
corporate, civic or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements or teach at
educational institutions, and (C) manage personal investments,
so long as such activities do not significantly interfere with the
performance of the Executive’s responsibilities as an
employee of the Company in accordance with this
Agreement
1.3
Place of Performance . In connection with his
employment by the Company, the Executive shall be based at the
Company's principal executive offices except for travel reasonably
necessary in connection with the Company's business.
2.1
Restricted Stock Grant .
(a) As
compensation for entering into this Agreement, the Company hereby
grants and issues to the Executive 3,600,000 shares of the common
stock of the Company that is currently traded on the Over The
Counter Bulletin Board under the symbol SXLP. The stock is
restricted as defined by the Rules and Regulations promulgated
under the Securities Act of 1933, as amended. The shares
are fully paid and non-assessable.
(b) Lock-up
and Contribution. The shares issued pursuant to section
2.1(a) (the “Employment Shares”) shall be subject to
the terms and conditions of this section 2.1(b). The
Employment Shares shall be represented by 36 certificates (the
“Certificates”) of 100,000 shares each. All
Certificates not delivered to the Executive shall be held by the
Company. One Certificate representing 100,000 shares
shall be delivered to the Executive on the 30
th of each month beginning November 8,
2009. In the event the Executive’s employment
pursuant to this agreement is terminated for any reason, the
Employment Shares represented by Certificates still held by the
Company are hereby contributed by the Executive back to the Company
for cancellation. This lock-up provision shall not be
applicable to any stock held by the Executive prior to entering
into this agreement.
(c) Sale
Limitations. The shares issued pursuant to section
2.1(a) (the “Employment Shares”) shall be subject to
the terms and conditions of this section 2.1(c). These
shares are subject to the volume limitations set forth
by the Securities Act Rule 144 which states the shares
must be held for six months before they can be sold and sales are
limited to one percent (1%) of outstanding shares per 90 day
period. In addition, the Executive agrees not to sell
more than five (5%) of the daily volume of the stock.
3.
Expense Reimbursement and Other Benefits .
3.1
Expense Reimbursement . During the term of
Executive's employment hereunder, the Company, upon the submission
of reasonable supporting documentation by the Executive, shall
reimburse the Executive for all reasonable expenses actually paid
or incurred by the Executive in the course of and pursuant to the
business of the Company, including expenses for travel and
entertainment.
3.2
Vacation . During the Initial Term, the Executive
shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company
and its subsidiaries as in effect at any time hereafter with
respect to other key executives of the Company and its
subsidiaries; provided , however , that in no event
shall Executive be entitled to fewer than four weeks paid vacation
per year.
4.1
Termination for Cause . Notwithstanding anything
contained to the contrary in this Agreement, this Agreement may be
terminated by the Company for Cause. As used in this
Agreement, "Cause" shall only mean (i) an act or acts of
personal dishonesty taken by the Executive and intended to result
in substantial personal enrichment of the Executive at the expense
of the Company, (ii) subject to the following sentences,
repeated violation by the Executive of the Executive's material
obligations under this Agreement which are demonstrably willful and
deliberate on the Executive’s part and which are not remedied
in a reasonable period of time after receipt of written notice from
the Company, or (iii) the conviction of the Executive for any
criminal act which is a felony. Upon any determination
by the Company's Board of Directors that Cause exists under clause
(ii) of the preceding sentence, the Company shall cause a special
meeting of the Board to be called and held at a time mutually
convenient to the Board and Executive, but in no event later than
ten (10) business days after Executive's receipt of the notice
contemplated by clause (ii). Executive shall have the
right to appear before such special meeting of the Board with legal
counsel of his choosing to refute any determination of Cause
specified in such notice, and any termination of Executive's
employment by reason of such Cause determination shall not be
effective until Executive is afforded such opportunity to
appear. Any termination for Cause pursuant to clause (i)
or (iii) of the first sentence of this Section 4.1 shall be made in
writing to Executive, which notice shall set forth in detail all
acts or omissions upon which the Company is relying for such
termination. Upon any termination pursuant to this
Section 4.1, the Executive shall be entitled to be paid his Base
Salary to the date of termination and the Company shall have no
further liability hereunder (other than for reimbursement for
reasonable business expenses incurred prior to the date of
termination).
4.2
Disability . Notwithstanding anything contained
in this Agreement to the contrary, the Company, by written notice
to the Executive, shall at all times have the right to terminate
this Agreement, and the Executive's employment hereunder, if the
Executive shall, as the result of mental or physical incapacity,
illness or disability, fail to perform his duties and
responsibilities provided for herein for a period of more than
sixty (60) consecutive days in any 12-month period. Upon
any termination pursuant to this Section 4.2, the Executive shall
be entitled to be paid his Base Salary to the date of termination
and the Company shall have no further liability hereunder (other
than for reimbursement for reasonable business expenses incurred
prior to the date of termination).
4.3
Death . In the event of the death of the
Executive during the term of his employment hereunder, the Company
shall pay to the estate of the deceased Executive an amount equal
to the sum of (x) any unpaid amounts of his Base Salary to the
date of his death, plus (y) six months of Base Salary, and the
Company shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to
the date of the Executive's death).
4.4
Termination Without Cause . At any time the
Company shall have the right to terminate Executive's employment
hereunder by written notice to Executive; provided, however, that
the Company shall (i) pay to Executive any unpaid Base Salary
accrued through the effective date of termination specified in such
notice, and (ii) pay to the Executive in a lump sum, in cash
within 30 days after the date of employment termination, an amount
equal to the product of (x) the sum of the Executive’s
then Base Salary plus the amount of the highest annual bonus or
other incentive compensation payment theretofore made by the
Company to the Executive, multiplied times
(y) one. The Company shall be deemed to have
terminated the Executive's employment pursuant to this Section 4.4
if such employment is terminated (i) by the Company without
Cause, or (ii) by the Executive voluntarily for "Good
Reason." For purposes of this Agreement, "Good Reason"
means
(a) the
assignment to the Executive of any duties inconsistent in any
respect with the Executive's position (including status, offices,
titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 1.2 of this Agreement,
or any other action by the Company which results in a diminution in
such position, authority, duties or responsibilities, excluding for
this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the
Executive;
(b) any
failure by the Company to comply with any of the provisions of
Section 2, Section 3, Section 7 or Section 17 of this
Agreement, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof
given by the Executive;
(c) any
purported termination by the Company of the Executive's employment
otherwise than as expressly permitted by this Agreement;
(d) any
failure by the Company to comply with and satisfy Section 10(c) of
this Agreement; or
(e) any
termination by the Executive for any reason during the three-month
period following the effective date of any "Change in
Control".
For purposes of this Section 4.4, any good faith
dete
