|
Exhibit 10.3
EMPLOYMENT AGREEMENT
This
Employment Agreement ("Agreement") is made, effective the 1st of
December, 2006 (the "Effective Date"), by and between BAYOU CITY
EXPLORATION, INC. ("Company"), duly organized and existing under
the laws of the State of Nevada, having a usual place of business
located at 10777 Westheimer, Houston, Texas 77042, and JAMES G.
BROWN ("Employee"), whose residential address is 21603 Cedar Cove
Dr., Katy, TX 77450-5347.
WITNESSETH :
WHEREAS,
the Company is engaged in the exploration for and production of oil
and gas (the "Business of the Company" or the "Business"
hereinafter); and
WHEREAS,
the Company wishes to engage the employment services of Employee
upon and subject to the terms, provisions, and conditions set forth
in this Agreement, including without limitation the covenants in
Sections 8 and 9 ; and
WHEREAS,
Employee wishes to become employed by and with the Company upon and
subject to the terms, provisions, and conditions set forth in this
Agreement and acknowledges that such employment is contingent upon
the execution of this Agreement and/or that Employee was advised at
the inception of Employee’s employment that Employee would be
required to execute this Agreement and that Employee’s
employment would be contingent upon the execution of this
Agreement;
NOW,
THEREFORE, in consideration of the premises set forth above and the
mutual exchange of other good and valuable consideration by and
between the parties, as described in further detail below
(including, without limitation, the Company’s agreement to
employ Employee and the advantages and benefits thereby inuring to
Employee), the sufficiency of which is hereby acknowledged, the
Company and Employee do hereby agree, covenant, and contract as
follows:
1. Term of
Agreement . Employee’s employment under this
Agreement shall commence on the Effective Date of this Agreement
and shall continue for a term of 36 months unless sooner
terminated for cause by the Company, as hereinafter provided.
Notwithstanding the foregoing, Employee’s employment under
this Agreement shall be extended automatically for successive
12-month terms unless, at least 30 days prior to the
expiration date, either party provides written notice to the other
that such party elects not to so extend Employee’s employment
under this Agreement. Should Employee or Company elect not to
extend this Agreement as provided herein, at the Company’s
request, Employee shall remain employed pursuant to the terms of
this Agreement for an additional period of up to 90 days after
the expiration of a term of employment, if the company makes such
request more than 30 days prior to the expiration of such term
of employment. Employee’s covenants in Sections 8 and
9 of this Agreement shall survive the termination of
Employee’s employment, regardless of the reason for such
termination, or either party’s compliance with the notice
provisions of this Section 1 .
2. Duties of
Employee . Employee shall perform all the duties that are
from time to time required of him by the Company faithfully,
industriously, and, to the best of his ability, experience,
James G. Brown
Employment Contract
Effective December 1, 2006
skill, and talents. Employee’s performance of the duties
assigned to him by the Company shall be to the reasonable
satisfaction of the Company. Employee shall at all times conduct
himself in accordance with the Company’s Employee Manual,
such other statements of Company policy as may be in effect from
time to time, and the standards of conduct customarily applicable
to a person employed in Employee’s capacity. Employee
expressly agrees that any failure to conduct himself in accordance
with these manuals, policies, and standards shall constitute a
material breach relieving the Company of any further performance
under this Agreement. Employee shall promptly report to the
President of the Company any contacts, whether by telephone,
e-mail, in-person visit or otherwise, with a person engaged in the
Business of the Company (as hereinafter defined), or acting on
behalf of a person engaged in the Business, if all or any portion
of such contact relates to the possibility of Employee working for
such person.
Employee
will assume the title, position and responsibilities of Drilling
and Production Manager and will direct and manage all activities
normally associates with the position. As such, employee is
entitled to all benefits provided by the Company for this position.
So long as Employee remains employed under the Agreement, as a part
of Employee’s duties set forth in the Agreement, and not by
way of limitation, Employee shall perform the ongoing duties
typical of a petroleum engineer in the oil and gas exploration and
production industry with respect to any and all wells drilled
and/or operated by Company.
3. Compensation
. The Company agrees to compensate Employee at the rates and
upon the terms, provisions, and conditions set forth on
Schedule A, entitled "Compensation," a copy of which is
attached to and made a part of this Agreement.
4. Other
Employment . Employee agrees that, while employed by the
Company, he will devote all of his working time, attention,
knowledge, and skills solely to the business and interest of the
Company and that the Company shall be entitled to all of the
benefits, profits, or other results arising from or incidental to
all work, services, and advice of Employee. Employee further agrees
that, during the course of his employment with the Company, he will
not have an interest in or be associated with, affiliated with,
employed by, or in any manner whatsoever engaged in any business,
enterprise, or endeavor similar to, or in or potentially in direct
or indirect competition with, the Business of the Company;
provided, however, that nothing in this Section 4 shall
be deemed to prevent or limit Employee’s right to invest any
of his funds in up to three percent of the outstanding stock or
other securities of any corporation whose stock or securities are
publicly owned or are regularly traded on any public exchange.
5. Beneficial
Recommendations . Employee shall make all suggestions and
recommendations that will be of benefit to the operations and
business of the Company.
6. Employee
Acknowledgments . Employee acknowledges that (A) in
the course of his employment under this Agreement, the Company will
introduce Employee to various of the Company’s customers and
clients whose identities are confidential, and that by virtue of
his
2
James G. Brown
Employment Contract
Effective December 1, 2006
employment, Employee will be placed in a position of confidence
and trust with respect to such customers and clients, and Employee
will generate and have access to Confidential Information (as
hereinafter defined) of the Company; (B) the nature and period
of the restrictions imposed by the covenants contained in
Sections 8 and 9 of this Agreement are fair,
reasonable, and necessary to protect and preserve for the Company
the benefits of Employee’s services under this Agreement; and
(C) the Company would sustain great and irreparable loss and
damage if Employee in any manner were to breach any of such
covenants.
7. Confidential
Information . "Confidential Information" as used in this
Agreement shall mean any information which relates to the Company,
its business, its suppliers, customers, or clients or the business,
suppliers, customers, or clients of its affiliates, which is not
generally known by persons not employed by the Company and which
Employee has learned as a consequence of or during Employee’s
employment with the Company, including but not limited to prospect
information and data, seismic data, financial information,
strategic plans and forecasts, marketing plans and forecasts,
customer and client lists and data, customer and client identities,
customer and client contacts, prospective customer and client lists
and data, and any other information relating to the Company
(whether constituting a trade secret or proprietary information or
otherwise) which has value to the Company and is treated by the
Company as being confidential.
8. Trade Secrets and
Confidential Information . Having made the acknowledgments
contained in Section 6 of this Agreement, Employee
covenants and agrees with the Company that he will not, directly or
indirectly, both during his employment and after the termination of
his employment for any reason, disclose to any person or use or
otherwise exploit for his own benefit or for the benefit of any
other person or entity any Confidential Information which was
disclosed to him or came within his knowledge during his employment
with the Company; provided, however, that this
Section 8 shall not limit in any manner the protection
of the Company’s trade secrets otherwise afforded by law. The
Company agrees to provide Employee with, and to allow Employee to
have access to, Confidential Information as reasonably required for
Employee to perform his job duties, as determined by the Company in
its sole judgment.
9. Solicitation of,
and Doing Business With, Customers .
(A) Having
made the acknowledgments contained in Section 6 of this
Agreement, Employee covenants and agrees with the Company that he
will not, directly or indirectly, during his employment and through
the period ending 2 year(s) after the termination of his
employment for any reason, actually or attempt to solicit, divert,
or appropriate to any person or entity in the business of oil
and/or gas exploration and production, on his own behalf or in the
service of or on behalf of any other person or entity, the business
of any person that was a customer or client or prospective customer
or client of the Company to whom Employee was introduced by the
Company, or with whom Employee otherwise had contact by virtue of
having access to Confidential Information regarding such customer
or client or prospective customer or client, or whose identit
|
