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ŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻŻ Calgary, Alberta |
OIL & GAS EXECUTIVE EMPLOYMENT AGREEMENT The oil and gas industry is highly dependent upon the individuals who undertake the work, such that it is extremely important that the contractual arrangements between those individuals and the company need to be clearly defined and established. Such a contract needs to be appropriately negotiated and drafted such that each side is properly protected and capable of realize the most from this particular employment contract (while having the capacity to resolve problems and settle disputes). What should be noted is that executive employment agreements need to be particularized to the circumstances, given the unique aspects of each employment relationship. Particular aspects seen in such contracts have included: "Employee initially shall be employed in the position of xxxxxx. Employer may subsequently assign Employee to a different position or modify Employee's duties and responsibilities; provided however, in the event (a) Employer substantially reduces the duties or responsibilities of Employee, or (b) xxxxxx is no longer Chairman of xxxxxx, Employee may elect to terminate this Agreement under Section xxx and said termination shall constitute an Involuntary Termination for purposes of Section xxx. Moreover, Employer may assign this Agreement and Employee's employment to xxxxxx or any affiliates of xxxxxx. Employee agrees to serve in the assigned position and to perform diligently and to the best of Employee's abilities the duties and services appertaining to such position as determined by Employer, as well as such additional or different duties and services appropriate to such position which Employee from time to time may be reasonably directed to perform by Employer. Employee shall at all times comply with and be subject to such policies and procedures as Employer may establish from time to time. Notwithstanding any other provision of this Agreement, during the Term, Employee shall be a member of the xxxxxx Office of the Chairman." "Employee acknowledges and agrees that, at all times during the employment relationship Employee owes fiduciary duties to Employer, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Employer, to make full disclosure to Employer of all information that pertains to Employer's business and interests, to do no act which would injure Employer's business, its interests, or its reputation, and to refrain from using for Employee's own benefit or for the benefit of others any information or opportunities pertaining to Employer's business or interests that are entrusted to Employee or that she learned while employed by Employer. Employee acknowledges and agrees that upon termination of the employment relationship, Employee shall continue to refrain from using for her own benefit or the benefit of others any information or opportunities pertaining to Employer's business or interests that were entrusted to Employee during the employment relationship or that she learned while employed by Employer. Employee agrees that while employed by Employer and thereafter she shall not knowingly take any action which interferes with the internal relationships between Employer and its employees or representatives or interferes with the external relationships between Employer and third parties." "Employee's monthly base salary during the Term shall be not less than the amount set forth under the heading 'Monthly Base Salary' on Exhibit xxxx, subject to increase at the sole discretion of the Employer, which shall be paid in semimonthly installments in accordance with Employer's standard payroll practice. Any calculation to be made under this Agreement with respect to Employee's Monthly Base Salary shall be made using the then current Monthly Base Salary in effect at the time of the event for which such calculation is made." "As of the Effective Date, Employee is fifty percent (50%) vested in a Stock Option Grant Agreement dated xxxxxx, granting Employee an option to purchase xxxxxx shares of the Employer's common stock. Employer shall cause the vesting schedule of said Agreement to be amended at the first meeting of the Employer's Compensation Committee after the Effective Date to provide that twenty five percent (25%) of said option shall become exercisable on xxxxxx, and twenty five percent (25%) of said option shall become exercisable on xxxxxx, subject to the continuing terms and provisions thereof; provided, however, said Agreement and the grant made thereby shall become vested by the passage of time only, without condition, regardless whether Employee's employment with Employer terminates for any reason and whether or not Employee continues to be employed by Employer or an Affiliate of Employer. Further, in the event of Employee's termination of employment with the Employer for any reason prior to xxxxxx, the unvested options shall become fully vested. Employee shall have the lesser of three years or the remaining term of exercise under said Grant Agreement to exercise said option in the event of Employee's termination of employment with the Employer for any reason during the Term of this Agreement." "Should Employee remain employed by Employer beyond the expiration of the Term specified on Exhibit xxxx, such employment shall convert to a month-to-month relationship terminable at any time by either Employer or Employee for any reason whatsoever, with or without cause. Upon such termination of the employment relationship by either Employer or Employee for any reason whatsoever, all future compensation to which Employee is entitled and all future benefits for which Employee is eligible shall cease and terminate. Employee shall be entitled to pro rata salary through the date of such termination, but Employee shall not be entitled to any individual bonuses or individual incentive compensation not yet paid at the date of such termination." For more information on the legal services of Neufeld Legal P.C. with respect to employment-related contracts or to schedule an appointment, contact us at Christopher@OilGasLawyer.ca or 403-400-4092. * * * * * Employment-related agreements pertaining to oil and gas sector: Executive Employment Agreement |
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