EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this
“Agreement”) is made as of August 31, 2009 (the
“Effective Date”) between MESA ENERGY HOLDINGS, INC., a
Delaware corporation (the “Company”) having its
principal offices at 5220 Spring Valley Road, Suite 525, Dallas,
Texas, and RANDY M. GRIFFIN (the “Executive”), an
individual residing at 4021 Mildenhall Drive, Plano, Texas
75093.
WITNESSETH:
WHEREAS, the Executive desires to be employed by
the Company as its Chief Executive Officer and the Company wishes
to employ the Executive in such capacity;
NOW, THEREFORE, in consideration of the
foregoing recitals and the respective covenants and agreements of
the parties contained in this document, the Company and the
Executive hereby agree as follows:
1.
Employment and Duties . The Company agrees to
employ and the Executive agrees to serve as the Company’s
Chief Executive Officer and Chairman of its Board of Directors (the
“Board”). The duties and responsibilities of
the Executive shall include such duties and responsibilities as the
Board may from time to time reasonably assign to the
Executive.
The Executive shall devote a significant amount
of his working time and efforts during the Company’s normal
business hours to the business and affairs of the Company and its
subsidiaries and to the diligent and faithful performance of the
duties and responsibilities duly assigned to him pursuant to this
Agreement. The particular job responsibilities of the
Executive are set forth in Exhibit A attached hereto.
2.
Term . The term of this Agreement shall commence
on the Effective Date and shall continue for a period of three (3)
years and shall be automatically renewed for successive one year
periods thereafter unless either party provides the other party
with written notice of his or its intention not to renew this
Agreement at least three months prior to the expiration of the
initial term or any renewal term of this
Agreement. “Employment Period” shall mean
the initial three year term plus renewals, if any. In
any event, the Employment Period may be terminated as hereinafter
provided.
3.
Place of Employment . The Executive’s
services shall be performed at the Company’s offices that
will be located in the State of Texas, and any other locus where
the Company now or hereafter has a business
facility. The parties acknowledge, however, that the
Executive may be required to travel in connection with the
performance of his duties hereunder.
4.
Base Salary . For all services to be rendered by
the Executive pursuant to this Agreement, the Company agrees to pay
the Executive during the Employment Period a base salary (the
“Base Salary”) at an annual rate of $120,000 for the
first year of the Employment Period, $150,000 for the second year
of the Employment Period and $180,000 for the third year of the
Employment Period and any years thereafter unless adjusted by the
Board within its sole discretion. The Base Salary shall
be paid in periodic installments in accordance with the
Company’s regular payroll practices.
5.
Expenses . The Executive shall be entitled to
prompt reimbursement by the Company for all reasonable ordinary and
necessary travel, entertainment and other expenses incurred by the
Executive while employed (in accordance with the policies and
procedures established by the Company for its senior executive
officers) in the performance of his duties and responsibilities
under this Agreement; provided, that the Executive shall properly
account for such expenses in accordance with Company policies and
procedures.
6.
Other Benefits . During the term of this
Agreement, the Executive shall be eligible to participate in
incentive, savings, retirement (401(k)) and welfare benefit plans,
including, without limitation, health, medical, dental, vision,
life (including accidental death and dismemberment) and disability
insurance plans (collectively, the “Benefit Plans”), in
substantially the same manner and at substantially the same levels
as the Company makes such opportunities available to the
Company’s managerial or salaried executive
employees.
7.
Vacation . During the term of this Agreement, the
Executive shall be entitled to accrue, on a pro rata basis, paid
vacation days per year in accordance with standard policy to be
established by the Company. The Executive shall be
entitled to carry over any accrued, unused vacation days from year
to year without limitation.
8.
Stock Options . The Board shall determine, from
time to time, in its discretion whether and to what extent the
Executive may participate in any stock or option plan hereafter
adopted by the Company.
9.
Termination of Employment . Any other provisions
of this Agreement to the contrary notwithstanding, the
Executive’s employment may be terminated under the following
conditions:
(a)
Death . If the Executive dies during the
Employment Period, this Agreement and the Executive’s
employment with the Company shall automatically terminate and the
Company shall have no further obligations to the Executive or his
heirs, administrators or executors with respect to compensation and
benefits accruing thereafter, except for the obligation to pay to
the Executive’s heirs, administrators or executors any earned
but unpaid Base Salary, unpaid pro rata annual bonus, if
any, and unused vacation days accrued through the date of death and
reimbursement of any and all reasonable expenses paid or incurred
by the Executive in connection with and related to the performance
of his duties and responsibilities for the Company during the
period ending on the termination date. The Company shall
deduct, from all payments made hereunder, all applicable taxes,
including income tax, FICA and FUTA, and other appropriate
deductions. In addition, the Executive’s spouse
and minor children shall be entitled to continued coverage, at the
Company’s expense, under all health, medical, dental and
vision insurance plans in which the Executive was a participant
immediately prior to his last date of employment with the Company
for a period of one year following the death of the
Executive.
(b)
Disability . In the event that, during the term
of this Agreement, the Executive shall be prevented from performing
his duties and responsibilities hereunder to the full extent
required by the Company by reason of Disability (as defined below)
this Agreement and the Executive’s employment with the
Company shall automatically terminate and the Company shall have no
further obligations or liability to the Executive or his heirs,
administrators or executors with respect to compensation and
benefits accruing thereafter, except for the obligation to pay the
Executive or his heirs, administrators or executors any earned but
unpaid Base Salary, unpaid pro rata annual bonus, if any,
and unused vacation days accrued through the Executive’s last
date of employment with the Company and reimbursement of any and
all reasonable expenses paid or incurred by the Executive in
connection with and related to the performance of his duties and
responsibilities for the Company during the period ending on the
termination date. The Company shall deduct, from all
payments made hereunder, all applicable taxes, including income
tax, FICA and FUTA, and other appropriate deductions through the
last date of the Executive’s employment with the
Company. For purposes of this Agreement,
“Disability” shall mean a physical or mental disability
that prevents the performance by the Executive, with or without
reasonable accommodation, of his duties and responsibilities
hereunder for a period of not less than an aggregate of three
months during any twelve consecutive months.
(1) At
any time during the Employment Period, the Company may terminate
this Agreement and the Executive’s employment hereunder for
Cause. For purposes of this Agreement,
“Cause” shall mean: (a) the willful and continued
failure of the Executive to perform substantially his duties and
responsibilities for the Company (other than any such failure
resulting from a Disability) after a written demand by the Board
for substantial performance is delivered to the Executive by the
Company, which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed
his duties and responsibilities, which willful and continued
failure is not cured by the Executive within 30 days of his receipt
of such written demand; (b) the conviction of, or plea of guilty or
nolo contendere to, a felony, (c), violation of Sections 10
or 11 of this Agreement, or (d) fraud, dishonesty or gross
misconduct which is materially and demonstratively injurious to the
Company. Termination under Section 9(c)(1)(b),
9(c)(1)(c) or 9(c)(1)(d) above shall not be subject to
cure.
(2) Upon
termination of this Agreement for Cause, the Company shall have no
further obligations or liability to the Executive or his heirs,
administrators or executors with respect to compensation and
benefits thereafter, except for the obligation to pay the Executive
any earned but unpaid Base Salary, unused vacation days accrued
through the Executive’s last date of employment with the
Company and reimbursement of any and all reasonable expenses paid
or incurred by the Executive in connection with and related to the
performance of his duties and responsibilities for the Company
during the period ending on the termination date. The
Company shall deduct, from all payments made hereunder, all
applicable taxes, including income tax, FICA and FUTA, and other
appropriate deductions.
(d)
Change of Control . For purposes of this
Agreement, “Change of Control” shall mean the
occurrence of any one or more of the following: (i) the
accumulation, whether directly, indirectly, beneficially or of
record, by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended) of 50% or more of the shares of the outstanding
equity securities of the Company, (ii) a merger or
consolidation of the Company in which the Company does not survive
as an independent company or upon the consummation of which the
holders of the Company’s outstanding equity securities prior
to such merger or consolidation own less than 50% of the
outstanding equity securities of the Company after such merger or
consolidation, or (iii) a sale of all or substantially all of
the assets of the Company; provided, however, that the following
acquisitions shall not constitute a Change of Control for the
purposes of this Agreement: (A) any acquisitions of common stock or
securities convertible into common stock directly from the Company,
or (B) any acquisition of common stock or securities convertible
into common stock by any employee benefit plan (or related trust)
sponsored by or maintained by the Company.
(1) At
any time during the term of this Agreement, subject to the
conditions set forth in Section 9(e)(2) below, the Executive may
terminate this Agreement and the Executive’s employment with
the Company for “Good Reason.” For purposes
of this Agreement, “Good Reason” shall mean the
occurrence of any of the following events: (A) the assignment,
without the Executive’s consent, to the Executive of duties
that are significantly different from, and that result in a
substantial diminution of, the duties that he assumed on the
Effective Date; (B) the assignment, without the Executive’s
consent, to the Executive of a title that is different from and
subordinate to the title Chief Executive Officer; (C) any
termination of the Executive’s employment by the Company,
other than a termination for Cause, within 12 months after a Change
of Control; (D) the assignment, without the Executive’s
consent, to the Executive of duties that are significantly
different from, and that result in a substantial diminution of, the
duties that he assumed as Chief Executive Officer on the Effective
Date within 12 months after a Change of Control; or (E) material
breach by the Company of this Agreement.
(2) The
Executive shall not be entitled to terminate this Agreement for
Good Reason unless and until he shall have delivered written notice
to the Company of his intention to terminate this Agreement and his
employment with the Company for Good Reason, which notice specifies
in reasonable detail the circumstances claimed to provide the basis
for such termination for Good Reason, and the Company shall not
have eliminated the circumstances constituting Good Reason within
30 days of its receipt from the Executive of such written
notice.
(3) In
the event that the Executive terminates this Agreement and his
employment with the Company for Good Reason, the Company shall pay
or provide to the Executive (or, following his death, to the
Executive’s heirs, administrators or executors): (A) any
earned but unpaid Base Salary, unpaid pro rata annual bonus,
if any, and unused vacation days accrued through the
Executive’s last day of employment with the Company; (B)
continued coverage, at the Company’s expense, under all
Benefits Plans in which the Executive was a participant immediately
prior to his last date of employment with the Company, or, in the
event that any such Benefit Plans do not permit coverage of the
Executive following his last date of employment with the Company,
under benefit plans that provide no less coverage than such Benefit
Plans, for a period of one year following the termination of
employment; and (C) reimbursement of any and all reasonable
expenses paid or incurred by the Executive in connection with and
related to the performance of his duties and responsibilities for
the Company during the period ending on the termination
date. All payments due hereunder shall be payable
according to the Company’s standard payroll
procedures. The Company shall deduct, from all payments
made hereunder, all applicable taxes, including income tax, FICA
and FUTA, and other appropriate deductions.
(f)
Without “Good Reason” by the Executive or
“Cause” by the Company .
(1)
By the Executive . At any time during the term of
this Agreement, the Executive shall be entitled to terminate this
Agreement and the Executive’s employment with the Company
without Good Reason by providing prior written notice of at least
30 days to the Company. The Executive’s failure to
renew the term of this Agreement pursuant to Section 2 hereof shall
be deemed a termination by the Executive without Good Reason, and
no additional
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