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Executive Employment Agreement

Executive Employment Agreement

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PETROLIA ENERGY CORP | Rockdale Resources Corporation

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Governing Law: Texas     Date: 8/23/2016
Industry: Oil and Gas Operations     Sector: Energy

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This EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement ”) is made as of July  1, 2016  by  and  between  Rockdale  Resources  Corporation,  a Colorado  corporation (the “ Company ”), and Paul Deputy (the “ Executive ”).  The  Company and  the Executive are sometimes hereinafter referred to individually as a “ Party   and together as “ Parties ”.


WHEREAS, the Executive has substantial business knowledge and expertise in the conduct of Accounting for a public entity and the Company desires to retain the knowledge, expertise and experience of the Executive to assist in the financial operations of the Company;


WHEREAS, the foregoing recitals are incorporated into the covenants of this Agreement as if set forth herein at length.


NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:


1.  Employment;  Term .  The Company will employ the Executive,  and the Executive  hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and, unless  sooner  terminated  as provided in Section 5 hereof, ending on the twelfth twenty four (12) month anniversary of the Effective Date (the “ Initial Term ”). At the expiration of the Initial Term, this Agreement will automatically renew for successive additional terms  of  one  (I)  year  (each  a  “R ene wal  Term”  and, together  with the  Initial  Term, the  “ Employment Period ”).


2. Position and Duties.


(a) During the Employment Period, the Executive will serve as the Chief Financial Officer of the Company and will have the normal duties, responsibilities and authority of this office, subject to the power of the Board to expand or limit such duties, responsibilities and authority.


(b) During the Employment Period, the Executive will report directly to  the Board and will devote his best efforts  and his  full business time  and  attention  (save and  except  for permitted vacation periods and reasonable periods of  illness  or  other  incapacity.  The  Executive will act in the best interest of  the  Company  and  will  perform  his  duties,  responsibilities and functions on behalf of the Company hereunder to the best of his abilities in a diligent, trustworthy,  businesslike  and  efficient manner.


3. Compensation .


(a) During the Employment Period, the Executive’s base salary will be One Hundred Forty Thousand and No/100 Dollars ($140,000) per annum (as adjusted from time to time, the “ Base Salary ”). The Executive’s Base Salary will be paid  by the  Company not less  than monthly in accordance with the Company’s regular payroll practices, as the same may be reasonably adjusted by the Company from time to time.

(b) All amounts payable to the Executive hereunder will be subject to all required withholding by the Company.


(c) A one-time grant of warrants to purchase 550,000 shares of the Company’s common stock (the “Shares”), effective July 1, 2016, which Shares will bear the appropriate restrictive legend as recommended by the Company’s securities counsel. The warrants will be exercisable for a three year period   beginning  July  1, 2016 at a strike price of $.077 cents.


(d) Deferred Compensation: Compensation for the first 90 days of the contract period will be deferred with the Board having the option to, (a) authorize payment at that time or (b) elect to defer payment until the closing of the Bridge Loan Financing in exchange for issuing a warrant to purchase Rockdale shares equal to the amount of salary deferred at a price equal to the closing price of the stock on the day of the Board meeting or (c) issue shares of common stock based on a strike price equal to the closing price of the company’s shares on the previous day.


4. Benefits . In addition to the Base Salary and other compensation provided for in Section 3 above, the Executive will be entitled to the following benefits during the Employment Period:


(a) The Executive will be entitled to three (3) weeks of vacation for the twelve (12) month period within the Employment Period, during which time his compensation shall be paid in full, and such holidays and other nonworking days as are consistent with the policies of the Company for employees generally. Such vacation shall be taken in the reasonable judgment of the Executive.


(b) The Executive will be entitled to participate in the Company’s health and welfare benefit programs for which other employees of the Company are generally eligible, subject to any eligibility requirements of such plans and programs.


(c) The Company will reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertaimnent and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. Expense reports will be reviewed by the CEO.


5. Termination .


(a) Notwithstanding Section 1 of this Agreement, the Executive’s  employment with the Company and the Employment Period will end on the earlier of (i) the Executive’s death or mental or physical disability or incapacity (as determined by a physician selected  by  the  Company  in  its  good  faith  judgment),   (ii)  the  Executive’s  resignation  or  (iii) termination by the Company at any time with or without Cause (as defined below). Except as otherwise provided herein, any termination of the Employment Period by the Company or by the Executive will be effective as specified in a written notice from the terminating Party to the other Party.


(b) If, during the Employment Period, the Executive’s employment with the Company is terminated pursuant to Section 5(a) above, or is terminated by the Company with Cause, then the Executive will only be entitled to receive his Base Salary through the date of termination and will not be entitled to any other salary, bonus, severance, compensation or benefits from the Company or any of its Affiliates thereafter, other than those expressly required under applicable law (such as the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”)). In such case Executive agrees to return proportional warrants of the 250,000 share warrant grant relative to the unexpired portion of the initial employment period at time of termination.

(c) If (i) the Executive’s employment with the Company is terminated by the Company without Cause during the Initial Term, (ii) the Executive executes a general  release  in favor of the Company and its Affiliates in form and substance  satisfactory to the  Company  and  such release becomes effective and is not revoked,  and  (iii) the  Executive  complies  with  the  terms of this Agreement, then the Executive will be entitled to receive, for the remainder of the  Initial Term, (A) an amount equal to two (2) months of of his Base  Salary.  The  severance  payments payable to the Executive pursuant to this clause (c) of this  Section will  be paid  at the  time and in the manner set forth in Section 3 hereof. The severance payments payable to the Executive pursuant to this clause (c) of this Section will be paid at the time and in the manner set forth in Section 3 hereof. Notwithstanding anything to the contrary, all  severance  payments pursuant to this Section 5(c) will end if and when Executive commences new employment or substantial self-employment


(d) Except as otherwise expressly provided herein, all of the  Executive’s rights to salary, bonuses, fringe benefits, severance and other compensation hereunder or under any policy or program of the Company which accrue or become payable on or after the termination of the Employment Period will cease upon such termination other than those expressly required under applicable law (such as COBRA).


(e) For purposes  of this  Agreement,  “ Cause ” will  mean  (i) the  commission  of a felony or other crime involving moral turpitude or the commission of any other act or omission involving misappropriation,  dishonesty,  unethical  business  conduct,  disloyalty,  fraud  or  breach of fiduciary duty, (ii) reporting to work under  the  influence  of  alcohol,  (iii) the  use  of  illegal drugs (whether or not at the workplace) or other  conduct,  even  if not  in  conjunction  with  his duties hereunder, which could reasonably  be expected to, or which  does, cause the Company  or  any of its Affiliates public disgrace or disrepute or economic harm,  (iv)  repeated  failure  to  perform duties as reasonably directed by the Board,  (v) gross negligence  or willful  misconduct  with respect to the Company or its Affiliates or in the performance of the Executive’s duties hereunder, (vi) obtaining any personal profit not thoroughly disclosed  to  and  approved  by  the Board in connection with any transaction entered  into by, or on behalf  of, the Company  or any of its Affiliates, (vii) violating any of the terms of the Company’s or its Affiliates’ rules or policies applicable to Executive which, if curable, is not cured  to  the  Board’s  reasonable  satisfaction  within fifteen ( 15) days after written notice thereof to the Executive,  or any other material  breach  of this Agreement or any other agreement between the Executive and the Company or any of its Affiliates which, if curable, is not cured to the Board’s reasonable satisfaction within fifteen (15)  days after written  notice thereof to the Executive.


6. Confidential Information . The Executive recognizes and acknowledges that the continued  success of the Company and its Affiliates depends upon the use and protection  of  alarge body of confidential and proprietary information and that the Executive will have access to certain Confidential Information of the Company and its Affiliates and Persons with which the Company and its Affiliates do business, and  that  such  Confidential  Information  constitutes valuable, special and unique property of the Company, its Affiliates and such other Persons. “ Confidential Information ” will be interpreted to include all information  of  any  sort  (whether merely remembered or embodied in a tangible or intangible form) that is (i) related  to  the  Company’s or its Affiliates’  (including  their  predecessors)  current  or  potential  business  and  (ii) not generally or publicly known. Confidential Information includes, without limitation, the information, observations and data obtained by  the Executive  while  employed  by  the  Company and its Affiliates (or any  of  their  predecessors)  concerning  the  business  or  affairs  of  the Company or any  of  its Affiliates,  including  information  concerning  acquisition  opportunities  in or reasonably related to the Company’s or its Affiliates’ business or industry, the identities of the current, former or prospective employees, suppliers and customers of  the  Company  or  its  Affiliates, development,  transition  and  transformation  plans,  methodologies  and  methods  of doing business, strategic, marketing and expansion plans, financial  and business  plans,  financial data, pricing information, employee  lists  and  telephone  numbers,  locations  of  sales representatives, new and existing customer or supplier programs and services, customer terms, customer service and integration processes, requirements  and costs of providing  service,  support and equipment. The Executive agrees that he will use the Confidential Information  only  as  necessary and only in connection with the performance of his duties hereunder.  The Executive  agrees that he will not disclose to any unauthorized Person or use for  his  own&n

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