Exhibit 10.3
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AUSTRALIAN OIL & GAS CORPORATION
(incorporated in Delaware, USA)
("the Company")
and
ERNEST GEOFFREY ALBERS
("the Director")
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DEED WITH RESPECT TO TERMS OF
APPOINTMENT AS CHAIRMAN OF DIRECTORS
AND AS EXECUTIVE OFFICER OF THE COMPANY
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THIS DEED is made the fourth day of May 2005
BETWEEN
AUSTRALIAN OIL & GAS CORPORATION a company incorporated in
Delaware and having its head office at 2480 North Tolemac Way,
Prescott, Arizona 86305, United States of America ("the
Company"
or "AOGC")
AND
ERNEST GEOFFREY ALBERS of "Great Missenden", Great Missenden
Way,
Tallarook, Victoria, Australia ("the Director")
WHEREAS
A. The Director
has agreed to continue his appointment as the Chairman of
Directors of the Company ("the Directorship Appointment") on the
terms and
conditions set out in this Deed. The Director accepted or is deemed
to have
accepted appointment as a Chairman of Directors of the Company on 6
August
2003
(the "Effective Date").
B. The Director
has previously accepted and further agrees to continue the
appointments as President, Chief Executive Officer and Chief
Financial
Officer of the Company ("the Executive Officer Appointment") on the
terms
set
out herein.
C. The Company
accepts liability for the provision of all benefits due
hereunder to the Director as if this Agreement had been executed on
the
Effective Date.
D. The Company
and the Director desire to execute this Deed for the purpose of
recording the terms upon which the Director has agreed to continue
to
maintain appointment both as a director and as an officer of the
Company
and
the conditions subject to which such appointment shall
continue.
NOW THIS DEED WITNESSETH as follows:
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1.
INTERPRETATION
"Act" means the Corporations Act (Australia).
"Affiliate" means
(i) a body corporate
which at the relevant time is a direct or
indirect subsidiary of the Company;
(ii) a body corporate of which the Company is at the relevant time
a
direct or indirect subsidiary; or
(iii) a body corporate which at the relevant time is a direct
or
indirect subsidiary of a body corporate of which the Company is
a
direct or indirect subsidiary.
For
the purposes hereof, `subsidiary' has the meaning specified in the
Act.
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"Appointment" means the Directorship Appointment and or Executive
Officer
Appointment.
"Associate" means a body corporate which is owned as to 20% or more
by the
Company or any Affiliate of the Company.
"Board" means all or some of the Directors of AOGC acting as a
board of
directors.
"Code" means the General Corporation Law of the State of Delaware,
USA.
"Company" and or "AOGC" means Australian Oil & Gas
Corporation
(incorporated in Delaware, USA) and is deemed to include any
Affiliate or
Associate thereof where the context so permits.
"Contract Remuneration" means the remuneration defined in clause
4.2
hereof.
"Constitution" means the certificate of incorporation and by-laws
of the
Company.
"Directorship Appointment" has the meaning set out in clause 2.1
hereof.
"Directorship Remuneration" means the remuneration defined in
clause 4.1
hereof.
"Effective Date" is 6 August 2003.
"emoluments" has the meaning given to it in the Act and, without
limiting
the
generality thereof, includes the remuneration detailed in Clause
4,
Clause 5, Clause 6.4 and the Clause 14.5.
"Executive Officer Appointment" has the meaning set out in clause
2.2
hereof.
"Fund" or "Sacrosanct Superannuation Fund" means the superannuation
fund
constituted by the Trust Deed dated 29 October 1997 made by
Sacrosanct or
any
other fund nominated in substitution thereto by the Director.
"Remuneration" means both the Directorship Remuneration and or the
Contract
Remuneration.
"retirement", in relation to the Director, means the death of the
Director
or
the vacation by the Director of the office of director of the
Company.
"Retirement Benefit" means any benefit payable upon the termination
of an
Appointment.
"Sacrosanct" means Sacrosanct Pty Ltd (ACN 065 333 860).
"termination", in relation to Director, means:
(a)
removal from office in
any of the circumstances referred to in Clause
14.1, or
(b)
removal from office in
accordance with the Constitution of the
Company.
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"Trust Deed" means the Deed Poll made by Sacrosanct in relation to
the Fund
and
dated 29 October 1997.
"Trustee" means Sacrosanct, unless otherwise nominated by the
Director, in
which event "Trustee" shall mean the Company nominated as such by
the
Director.
A reference to a statute, code or other law includes
consolidations, amendment,
re-enactments or replacements of any of them.
2.
APPOINTMENT
2.1
During the period from
the Effective Date and ending on the retirement
or termination of Appointment of the Director, the terms upon
which
and the conditions subject to which the Director's continued
appointment as Chairman of Directors of the Company (the
"Directorship
Appointment") shall take place and the emoluments and benefits
payable
are those set forth in this Deed. During the period of the
Directorship Appointment, the Company shall employ the Director
and
the Director shall serve the Company as a member of the Board and
as
its Chairman.
2.2
During the three-year
period effective from 1 January 2005 and ending
on 31 December 2007 the Director shall accept the executive
positions
and responsibilities of President, Chief Executive Officer and
Chief
Financial Officer of the Company (the "Executive Officer
Appointment"). During the period of the Executive Officer
Appointment
the Company shall employ the Director as its President, Chief
Executive Officer and Chief Financial Officer on an
as-and-when-needed
basis, for a period not exceeding 60 business days per annum.
3.
RESPONSIBILITY
3.1
The Director
shall:
(a) assume and
exercise the powers and perform the duties from time
to time reasonably vested in or assigned to him as Chairman of
Directors and as the President, Chief Executive Officer and
Chief
Financial Officer of the Company; and
(b) well and
faithfully serve the Company and its subsidiaries and
use his best endeavours to promote their interests and welfare.
3.2
It is acknowledged and
hereby approved that the Director may on or
after this date already be or become an executive or a director
of
companies in the petroleum exploration industry in Australia or
elsewhere which has operations in competition with the Company.
Unconditional consent is hereby given for participation by the
Director in the management and directorate of such companies, at
the
total and absolute discretion of the Director.
4.
REMUNERATION
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4.1
The remuneration of
the Director with respect to the Directorship
Appointment ("Directorship Remuneration") shall be:
(i) such annual amount
or other amount to be established as the
Director's fee as shall be determined from time to time by the
Board;
(ii) any contributions with respect to superannuation made pursuant
to
Clause 5.1;
(iii) any payments made pursuant to Clause 6 with respect to the
cost
of personal directors and officers insurance (if any);
(iv) any payment due on termination pursuant to Clause 14.5;
(v) any Retirement
Benefits approved by the Board from time to time.
4.2
Reflecting that the
Company's cash resources are limited, the Board
and the Director have agreed to make and accept remuneration of
the
Director in relation to the provision of Executive Services
pursuant
to
the Executive Officer Appointment ("Contract Remuneration") on
the
following basis:
(i) by the Company
issuing to the Director or, at the election of the
Director, to the Trustee of the Fund, Common Stock in lieu of
cash payments. Specifically, during the fourth quarter of 2005,
the Company
