EXECUTIVE EMPLOYMENT
AGREEMENT
This Employment Agreement ("Agreement") is made
by and between Barnabus Energy, Inc. dba Open Energy Corporation
(the "Company") and Bob Britts ("Employee") (individually, a
"party" and together, the "parties"). This Agreement shall be
effective once signed by all parties.
1. Position. Employee will begin employment with
the Company on April 1, 2006, as Chief Operating Officer. Employee
will report directly to the CEO of the Company. Employee's overall
responsibilities shall initially include the overall management of
the California operation, including development and implementation
of an operating plan, hiring and oversight of all personnel, and
profit & loss performance of the division. Employee's precise
responsibilities and job description are subject to change at any
time in the sole and absolute discretion of Company. Employee shall
devote substantially full time and attention to the business of the
Company during the term of this Agreement and shall perform all
duties as may be required of Employee.
2. Term. The initial term of this Agreement will
begin on April 1, 2006 and shall terminate on March 31, 2009 unless
sooner terminated (“Initial Term”). If employment
continues beyond the Initial Term, Employee will be employed on an
at-will basis. In other words, if employment continues beyond the
Initial Term, the Company and the Employee may terminate employment
at any time, for any reason, without cause. In addition, if
employment continues beyond the Initial Term, the Company retains
the right to transfer, demote, suspend or administer discipline
with or without cause and with or without notice, at any time. This
is the entire understanding with regard to the at-will
relationship. The at-will nature of the employment relationship may
only be modified in a writing signed by Employee and the Company's
President.
3. Compensation. Employee's compensation shall
consist of an annual salary, discretionary bonuses, benefits, and
stock grants.
2.1.1 Annual Salary . The Company shall pay to Employee a base
salary of $131,000. As with all compensation, the salary will be
subject to standard employment and income tax withholding
taxes.
2.0.0 Bonuses . The Company may, in its sole and absolute
discretion, pay Employee a bonus payment as may be determined by
the Board of Directors. The fact and the amount of the bonus will
be in the Company's sole and absolute discretion and based upon the
Company's performance as well as whether Employee meets performance
objectives as defined at the beginning of each year.
2.1.2 Stock Grant . The Company hereby agrees to provide the
Employee with 150,000 shares (the "Stock Grant") of the Company's
common stock ("Common Stock"), which shares shall be issued
incrementally to Employee quarterly as each increment of shares
vests in accordance with Exhibit A. Upon each incremental vesting,
the stock issued shall be duly authorized, legally issues, fully
paid and non-assessable. Subject to the provisions of Exhibit A,
Employee shall have no right to any unvested shares should
Employee's employment terminate before the entire Stock Grant is
vested.
4.0.0 Benefits . Employee shall be eligible to participate in
the standard fringe benefits package and incentive compensation
plans generally made available to the executive management
employees of the Company, as such benefits may be determined,
changed, or rescinded from time to time by the Company's Board of
Directors.
5.0.0 Expenses . The Company shall reimburse Employee for any
and all expenses reasonably incurred by the Employee incurred in
the course and scope of Employee's duties and which are
substantiated in accordance with Company's reasonable policies and
procedures.
4. Termination.
1.0 By the Company for Cause .
1.0.0 Definition of for Cause . Company may terminate Employee's employment
immediately at any time for Cause. In this Agreement, the term
"Cause" means: (A) the commission of an act or omission which would
constitute a felony; (B) negligence or malfeasance; (C) breach of
fiduciary duties to Company, (D) neglect of duties or (E) any other
action or omission which could reasonably be expected to adversely
affect the Company's business, financial condition, prospect or
reputation or the Employee's performance of his duties.
2.0.0 Effect of Termination for Cause
. If Employee is terminated for
Cause, this Agreement shall immediately and without notice
terminate on the date of termination of employment and Employee
shall be entitled to receive only the Base Salary then in effect,
through the date of termination. All other obligations to Employee
pursuant to this Agreement will become automatically terminated and
completely extinguished. Any failure of the Company to exercise its
right to terminate the employment of Employee as a result of the
existence of any Cause shall not constitute or be construed as a
waiver of its right to terminate such employment and this Agreement
for such Cause or for another Cause.
2.0 Death or Disability of Employee
. This Agreement sha
