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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: GEOGLOBAL RESOURCES INC. | GEOGLOBAL RESOURCES INC You are currently viewing:
This Employment Agreement involves

GEOGLOBAL RESOURCES INC. | GEOGLOBAL RESOURCES INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 1/28/2011
Industry: Oil and Gas Operations     Sector: Energy

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EMPLOYMENT AGREEMENT

 

THIS AGREEMENT is executed this 27 th day of January, 2011 with an effective date of the 1 st day of January, 2011.

 

BETWEEN:

 

GEOGLOBAL RESOURCES INC. , a body corporate incorporated under the laws of the State of Delaware, United States and having its corporate  office at Suite 200, 625 – 4 Avenue S.W., Calgary, Alberta, Canada T2P 0K2

 

(hereinafter referred to as the “ Corporation ”)

 

OF THE FIRST PART,

 

- and -

 

PAUL MILLER , a resident of the City of Calgary, Alberta (hereinafter referred to as the “ Executive ”),

 

OF THE SECOND PART.

 

RECITAL:

 

A.  

In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the Corporation and the Executive have entered this Agreement.

 

 

ARTICLE 1

 

 

EMPLOYMENT

 

1.1  

The Corporation agrees to employ the Executive  effective January 1, 2011 (“ Effective Date ”) as the President and Chief Executive Officer of the Corporation.  In consideration of the Executive entering this Agreement, the Corporation has committed to provide the one time benefits highlighted in Schedule ”A”.

 

1.2  

The Executive accepts and agrees to serve the Corporation in these positions on the terms and conditions and for the remuneration set out in this Agreement.

 

1.3  

In his capacity as Chief Executive Officer of the Corporation, on the terms directed in this Agreement, the Executive shall perform such duties and shall have such responsibilities, commensurate with his position and title, as may be assigned to the Executive from time to time by the board of directors of the Corporation (the “ Board ”).  In particular, the Executive shall perform for the Corporation the services and fulfill those duties and responsibilities more particularly described in Schedule “B” to this Agreement (the “ Services ”).  The Services may be amended from time to time by written agreement of both the Corporation and the Executive.

 

1.4  

The Executive shall report directly to the Board.  The Executive shall be a nominee for election to the Board at the Corporation’s 2010 annual stockholders’ meeting and the Corporation shall use it’s best efforts to obtain that election

 

1.5  

The Executive shall act as the Chief Executive Officer of such affiliates of the Corporation as directed by the Board (collectively, the “ Related Entities ”), all without further compensation other than as provided in this Agreement.  For that purpose, the term “Corporation” shall, unless the context otherwise requires, be deemed to include such Related Entities.

 

1.6  

The Corporation and the Executive shall enter into an Indemnification Agreement upon terms satisfactory to both parties and the Corporation agrees to place and maintain reasonable liability insurance coverage for its officers and directors, including the Executive.

 

 

ARTICLE 2

 

 

PERFORMANCE OF DUTIES

 

2.1  

The Executive represents that he is both capable of acting in the capacity of Executive Officer and of Chief Executive Officer of the Corporation and of providing the Services in a diligent and professional manner, in accordance with competent, skilled and experienced practices and in compliance with all applicable laws and regulations.  The Executive agrees to faithfully, honestly, diligently and to the best of the Executive’s ability serve the Corporation and to use his best efforts to promote the best interests of the Corporation and to bring business opportunities to the Corporation as they arise from time to time.

 

2.2  

The Executive acknowledges that he is bound by legal and equitable duties to the Corporation which are in no way limited by this Agreement.

 

2.3  

The Executive agrees to faithfully account to, and to deliver to the Corporation all money, securities and any other things of value to which the Corporation is entitled that the Executive may from time to time receive for or on account of the Corporation.

 

2.4  

The Executive shall (except in the case of illness or accident) devote all of the Executive’s working time and attention to the Executive’s employment hereunder.

 

2.5  

The Executive acknowledges that performance of the Services shall require travel by the Executive to (i) India, Colombia and Israel from time to time since the major properties and business operations of the Corporation are  located in those jurisdictions and (ii) such other countries as the Corporation may have properties or engage in business operations in the future.  The Executive agrees that he will spend as much time in those jurisdictions as required to be effective in advancing the Corporation’s interest.  It is agreed the Executive will likely be required to be in India for a minimum of three months and a maximum of six months per year with the balance of his time spent in the Calgary office unless he is required to be in other cities working for the Corporation.  In light of the fact the business operations of the Corporation are in India, Colombia and Israel and potentially elsewhere and the Corporation requires the attendance of the Executive to be in India and other jurisdictions to maintain and develop relationships, the Corporation agrees to pay for Executive’s trips to India and other jurisdictions and return and accommodations in India and other jurisdictions and for one trip to India and return and accommodations in India for the Executive’s family.

 

 

ARTICLE 3

 

 

TERM

 

3.1  

The Executive’s employment under this Agreement shall be for an indefinite term commencing as of the Effective Date and ending upon termination pursuant to any of the provisions of Article 5 of this Agreement.

 

 

ARTICLE 4

 

 

REMUNERATION

 

 

Basic Salary

 

4.1  

The Corporation agrees to pay to the Executive a base salary of  US $275,000.00 (the “ Base Salary ”).  The Base Salary may be amended in writing from time to time by the Corporation and the Executive.

 

4.2  

The Corporation also agrees to pay such other compensation and to provide such other benefits as set out in Schedule “C” (the “ Benefits ”). The Executive will develop a new benefits plan for all employees to be approved by the Board.

 

4.3  

It is agreed that the Base Salary shall be reviewed annually by the Corporation and the Executive for each year of this Agreement which review shall be completed prior to the commencement of the year to which the annual review apples.  The Base Salary may be adjusted upward following such review as agreed to by the Corporation and Executive.

 

4.4  

  If the annual review does not occur before the commencement of the year to which the annual review shall apply,  the Base Salary payable to the Executive pursuant to this Agreement shall continue unchanged.

 

4.5  

The Base Salary for each year of the term of this Agreement shall be paid by the Corporation to the Executive in equal monthly or more frequently instalments, in arrears, net of any statutory deductions or withholdings, in accordance with the policy of the Corporation for employees, as amended from time to time.

 

 

Performance Based Bonus

 

4.6  

The Executive shall for each year of employment be entitled to the  opportunity to earn performance based bonus remuneration (“ Bonus ”) in accordance with the bonus plan that is to be developed by the Executive and the Board and will apply to all executives and employees of the Corporation.  The plan shall form Schedule “D” to this Agreement when finally approved by the Board.

 

 

Stock Options

 

4.7  

The Executive shall be entitled to participate in the 2008 Stock  Incentive  Plan and such other equity compensation plans as may be adopted by the Corporation from time to time.  Subject to the terms of the plan under which the option or restricted stock may be granted, the Board may grant to the Executive options to acquire shares of the common stock or restricted stock of the Corporation (the “ Stock Options ”) at such times and in such amounts as the Board may in its sole discretion determine.

 

 

Vacation

 

4.8  

The Executive shall be entitled to take five weeks’ of vacation in each calendar year.  Such vacation shall be paid vacation and shall not reduce or negatively impact any compensation otherwise payable to the Executive pursuant to this Agreement.  For the purpose of calculating accrued but unused vacation time owed upon termination of the Executive’s employment under this Agreement, vacation shall be deemed to accrue rateably over the course of the calendar year based on the number of days during the year during which the Executive was employed under this Agreement until termination and unused vacation time shall not carry over to the next year, unless it is approved by the Corporation.  It is understood the Executive will make himself available as is reasonably required while on vacation.

 

 

 

 

Reimbursement of Expenses

 

4.9  

The Corporation agrees to reimburse the Executive, in accordance with the policies of the Corporation in effect from time to time, for all reasonable business expenses incurred by the Executive in performing the duties of the Executive’s office and the Services pursuant to this Agreement, including, without limitation, business promotion, travel, hotel, meals, entertainment and all other reasonable out-of-pocket expenses actually and properly incurred by the Executive in connection with the duties of the Executive’s office and the performance of the Services pursuant to this Agreement.  All claims for reimbursement by the Executive shall, to the extent reasonable, be supported by receipts or appropriate statements covering such claims.  These claims must be submitted to the Corporation in accordance with its expense policy (the “ Expense Policy ”) .

 

 

ARTICLE 5

 

 

TERMINATION

 

 

Definitions

 

5.1  

In this Article 5 , the following terms shall have the following meanings:

 

(a)  

Cause ” shall mean any of the following:

 

(i)  

fraud, theft, dishonesty, misappropriation of the Corporation’s property or funds, embezzlement, malfeasance, misfeasance or nonfeasance in office which is wilfully or grossly negligent on the part of the Executive, including, without limitation, any intentional misrepresentation of any operating results of the Corporation or any of its Related Entities;

 

(ii)  

the Executive engaging in or committing any criminal or other statutory offence involving fraud, theft, dishonesty, misappropriation of property or funds, embezzlement, malfeasance or nonfeasance in office, or which the Board, in its sole discretion, believes is likely to injure the reputation, business or business relationships of the Corporation;

 

(iii)  

the Executive’s material violation of any statutory or common law duty of loyalty to the Corporation or any of its Related Entities;

 

(iv)  

the Executive’s material breach of any of the Executive’s obligations under this Agreement or material breach of a policy or code of conduct of the Corporation or any of its Related Entities (including, without limitation, disclosure or misuse of any confidential or competitively sensitive information or trade secrets of the Corporation or any of its Related Entities), where such breach, if curable, is not cured by the Executive within thirty (30) days after receipt of written notice specifying such breach; or

 

 

 

(v)  

the failure to spend an adequate amount of time in the company’s operating locations where such failure is not cured within thirty (30) days after receipt of written notice specifying the expectations of such further time that the Executive shall spend in the operating locations.

 

(b)  

“Good Reason” shall mean any of the following:

 

(i)  

the breach by the Corporation of any obligation to the Executive pursuant to this Agreement where such breach is not cured by the Corporation within ten (10) days after the receipt from the Executive of written notice specifying such breach;

 

(ii)  

the failure of the Corporation to continue the Executive in his position as set out in this Agreement including his position as an officer of the Corporation, the removal of the Executive from any of such position with the Corporation or the material diminution of the Executive’s duties and responsibilities with the Corporation other than for Cause; or

 

(iii)  

the failure of the Corporation to obtain agreement from a successor to assume and agree to perform this Agreement or if the Corporation or substantially all of the assets of the Corporation are sold or if the Corporation is a party to a merger, amalgamation or any other arrangement and following any such event the Executive is not offered a comparable position, duties, compensation and benefits as provided pursuant to this Agreement or if offered, the Executive, for whatever reason, elects within thirty (30) days to not accept the offer.

 

 

 

 

 

 

Termination for Cause or Resignation

 

5.2  

If the Executive’s employment under this Agreement is terminated by the Corporation for Cause or if the Executive resigns without Good Reason except as otherwise provided herein, all obligations to the Executive under this Agreement shall terminate immediately upon the date of such termination or resignation and the Executive shall only be entitled to be paid by the Corporation all unpaid Base Salary and unpaid vacation pay accrued to the date of such termination or resignation together with any unpaid Bonus actually granted by the Board to the Executive as at the date of termination or resignation.

 

 

Termination without Cause or for Good Reason

 

5.3  

If the Executive’s employment under this Agreement is terminated other than for Cause  or if the Executive resigns for Good Reason, as applicable, the Corporation shall:

 

(a)  

within three (3) days of any such termination or resignation, pay to the Executive:

 

(i)  

all unpaid Base Salary accrued to the date of termination or resignation;

 

(ii)  

all unpaid vacation pay accrued to the date of termination or resignation; and

 

(iii)  

any unpaid Bonus actually granted by the Board to the Executive as at the date of termination or resignation; and

 

(b)  

within  ten (10) days of any such termination or resignation, a lump sum (net of any statutory deductions or withholdings) (the “ Lump Sum ”) equal to:

 

(i)  

ten (10) months’ Base Salary if this Agreement is terminated during the  first year of employment; and

 

(ii)  

if this Agreement is terminated  after March 1, 2011, then one (1) additional month’s Base Salary for each full year of employment after  the first year of employment, to a maximum of twelve (12) additional months.

 

(iii)  

also within ten (10) days of any such termination or resignation, a lump sum (net of any statutory deductions or withholdings) equal to 30% of the sum paid in 5.3 (b) to compensate the Executive for the loss of benefits (the amount set out in 5.3 (b) and (c) shall collectively be referred to as the “ Lump Sum ”).

 

 

 

5.4  

The Lump Sum shall be paid under Section  5.3 in full satisfaction of any and all entitlement that the Executive may have to notice of termination or payment in lieu of notice, severance pay and any other payments to which the Executive may otherwise be entitled pursuant to any applicable law and the Executive acknowledges that this provision as to the Lump Sum due in the case of termination or resignation under Section  5.3 shall apply regardless of the years of service or any changes to compensation, title or seniority.

 

5.5  

The Corporation shall have no obligation to pay the Lump Sum unless the Executive executes and delivers to the Corporation a release in the form attached as Schedule “E” and is in compliance with Articles 8 and 9 hereof.

 

 

Termination on Disability

 

5.6  

In the event of the Disability of the Executive, the Executive’s employment may be terminated by the Corporation at its sole discretion upon written notice to the Executive.  In such event, all obligations to the Executive under this Agreement shall terminate immediately as at the date of termination as set out in the written notice and within 30 days of the date of termination the Corporation shall pay to the Executive all unpaid Base Salary and unpaid vacation pay accrued to the date of termination together with any unpaid Bonus actually granted by the Board to the Executive as at the date of termination and all other compensation to which the Executive is entitled under Article 5.3.  Any unpaid Bonus earned by the Executive but not yet granted by the Board shall be paid to the Executive in accordance with the policies of the Corporation.  For the purposes of this Agreement, Disability shall mean the inability of the Executive to perform his duties for ninety (90) consecutive days, or for a period aggregating ninety (90) days in any period of twelve (12) months, as a result of physical or mental impairment, illness or injury, all as determined by a physician qualified to make such determination.

 

 
 

 

 

Termination on Death

 

5.7  

The Executive’s employment shall terminate upon the death of the Executive.  The date of death shall be the date of termination of employment hereunder.  In such event, all obligations to the Executive under this Agreement shall terminate as at the date of termination and within 30 days of the date of termination the Corporation shall pay to the Executive’s estate all unpaid Base Salary and unpaid vacation pay accrued to the date of termination and any unpaid Bonus actually granted by the Board to the Executive as at the date of termination.  Any unpaid Bonus earned by the Executive but not yet granted by the Board shall be paid to the Executive’s estate in accordance with the policies of the Corporation.

 

 

Stock Options and Benefits on Termination

 

5.8  

All Stock Options issued to the Executive which the Executive has not exercised and which have not expired as at the date of termination of the Executive’s employment shall expire in accordance with the terms of the stock option plan of the Corporation in effect at the date of termination.

 

5.9  

The Executive shall cease to be entitled to Benefits as at the date of termination of the Executive’s employment hereunder, unless a later date is required under applicable statutory law, in which case entitlement shall cease as at such later date.

 

5.10  

Notwithstanding anything herein, upon a Change of Control of the Corporation, the Executive, at his sole option and discretion, within 30 days of a Change of Control having taken effect, may tender his resignation on 30 days notice to the Corporation in accordance with Section 5.3 and the Corporation will pay to the Executive all of the compensation and remuneration due under Section 5.3 in accordance with timelines therein.  A “Change of Control” of the Corporation for purposes of this Agreement shall mean any of the following events:  (i) any person or group of persons (within the meaning of the Securities Exchange Act of 1934,) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934,) of 51% or more of the issued and outstanding shares of capital stock of Corporation having the right to vote for the election of directors of Corporation under ordinary circumstances; (ii) more than 55% of the assets of the Corporation are sold in a transaction or series of related transactions; (iii) the Corporation shall merge with any other person or firm; (iv) during any period of 12 consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of Corporation (together with any new directors whose election by the board of directors of Corporation or whose nomination for election by the stockholders of Corporation was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office.

 

 

ARTICLE 6

 

 

KEY MAN INSURANCE

 

6.1  

Each of the Corporation and any of its Related Entities shall have the right to take out, pay for and maintain in its name life and disability insurance on the Executive in such amounts as may be determined by the Board or by the board of any of its Related Entities from time to time, as applicable, for the sole benefit of the Corporation and/or any of its Related Entities, as applicable. Upon reasonable advance written notice to the Executive, the Executive shall cause the Executive to submit to such physical examinations at the expense of the Corporation and/or its Related Entities, as applicable, and to supply such information and sign such documents and otherwise fully co-operate with the Corporation and/or its Related Entities, as applicable, in order for such insurance to be obtained at the best rate(s) available in the circumstances.

 

 

ARTICLE 7

 

 

RETURN OF PROPERTY ON


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