Exhibit 10.3 Employment Agreement - Delancey
JEFFREY DELANCEY EMPLOYMENTAGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement")isdated as of May 15,2008, between COJAX OIL AND GAS CORPORATION.,a Virginia corporation (the"Company")andJeffreyJ.Guzy (the "Executive").
I.
EMPLOYMENT
The Company herebyagreestoemploytheExecutive,and the Executivehereby agrees tobeemployed bytheCompany,onthe termsand conditions set forth herein.
2.
TERM AND RENEWAL
2.
ITerm. Theterm("Term") ofthisAgreement shall commence onthe date of this agreement (the "CommencementDate")and willterminate three(3) yearsfrom theCommencement Date (the "ExpirationDate") unlessautomaticallyextended foranadditionalI2-month period pursuant toSection2.2hereof or soonerterminatedashereinafterprovided (each suchperiod,an "EmploymentPeriod").
2.2 Renewal. Following the expiration ofthe initialEmployment Periodandprovided that thisAgreementhasnotbeen terminated bytheExecutive or the Company pursuant to Section 5 hereof,and every year thereafter,thisAgreementshallbeautomatically renewed on the tem1s set forthhereinfor an additionaltwelve (12) month period,effective on each anniversary date of the date hereof.
3.
POSITIONANDDUTIES
3.1
Position.The Executive hereby agrees to serve as ChiefExecutiveOfficer and President oftheCompany.Inaddition,forsolongassuchExecutiveiselectedbytheCompany'sstockholderstoserveasa member of the board of directors oftheCompany (the"Board"),then,for solongas the Executiveisan employee oftheCompany,the Executiveherebyagrees to serve as amemberof the Board thereof. At theCompany'srequest,theExecutivemay,attheExecutive'sdiscretion,servetheCompanyand/orits respectivesubsidiariesand affiliatesinotherofficesandcapacities inadditiontotheforegoing,butshallnotberequiredtodoso.Intheevent that theExecutive,duringthetermofthisAgreement,servesinanyoneormoreoftheaforementionedcapacities, theExecutive's compensation shallnot be increasedbeyondthatspecified in Section 4 ofthisAgreement. In addition,inthe eventtheCompany andtheExecutive mutually agree that the Executive shall terminate the Executive'sserviceinanyoneormoreoftheaforementioned capacities,ortheExecutive'sserviceinoneormore oftheaforementioned capacities is terminated,theExecutive's compensation,as specifiedinSection4 ofthis Agreement,shall notbe diminishedorreducedin anymanner.
3.2
Duties.TheCompany agreesthatthe duties that may be assigned totheExecutive shall betheusual and customary duties of theofficesof CEO andPresident.
3.3
Devotion of Time and Effort. Executive shalluse Executive's good faith best efforts and judgmentinperforming Executive's duties asrequiredhereunder and to actin thebest interestsofthe Employers. Executive shall devote suchtime,attention and energiestothe business of the Employers asare reasonably necessary to satisfy Executive's required responsibilities and duties hereunder.
3.4
Other Activities. The Executive may engageinother activities for the Executive's own account while employedhereunder,includingwithout limitation charitable, community and other business
Exhibit 10.3 Employment Agreement - Delancey
activities, provided that such other activities do not materially interfere with the performance ofthe Executive'sduties hereunder.
4.
COMPENSATION AND RELATED MATTERS
4.1
Salary. During theEmploymentPeriod,theCompanyshallpay theExecutivean annual salaryof$ 150,000 when the companyisfunded and cansupportthis salary. The Company acknowledges that a partialpaymentmay be made to theExecutiveas the funding occurs. Allsalaryis to be paid consistent withthe standard payroll practices of theCompany(e.g.,timing of payments andstandardemployee deductions,such as incometaxwithholdings, social security,etc.).The Executive'sperformanceand salary shallbesubject to review at theendof each fiscalyearand an increaseinannualsalary,ifone is so determined bytheBoard,shallbemade ona basisconsistentwith the standard practices of theCompany.Anapprovedbonus planwillbeimplemented once funding and public reportingisestablished.
4.2
IncentiveStockOptions. Based upon Success Milestones(outlined below) theExecutive shallbe granted options to purchasesharesof the Company'sCommonStock at a price of$0.005(ONEHALF CENT)per option, subject totheprovisions of Section 6.4(c),6.5(c) and 6.7(c), and for solongas Executive is an employee of the Company,such optionsshallvest and become exercisable over five years,atthe execution of this agreement.
TheSuccessMilestonescheduleisasfollows:
Success Milestones
"
COJAX has the SI approved
"
COJAXbecomesaPUBCO with tradingsymbol
"
Uponraising $2.5M,orgreater,innewcapital
"
1st newly drilled,completedwell
OptionsGranted
0.5%
0.5%
1.5%
1.0%
In order for theExecutiveto begrantedthe right to purchase these Options, theExecutivemust be employed by theCompanyas a Director or anExecutiveOfficer at the time oftheSuccess Milestone.Thepercentageofcommonstockequivalents of the Optionsshallbe based upon the number ofcommonshares outstanding at the time of the achievementofthe Success Milestone, and not on a fully-diluted basis, nor will it include initscalculation other stockthat may be granted conditionallytoothers based uponother SuccessMilestoneor vesting schedules.The order of the Success Milestones is presented aboveforillustrative purposes.
Executive shall also have the right to participateinthe Company's Incentive Stock Option Plan once the company is fundedandin production. The Board of Directors will determineanadequateincentiveplanfortheExecutive.
1.1
Business Expenses. TheCompanyshallpromptly,in accordance with Company policy, reimburse theExecutivefor allreasonablebusinessexpensesincurred in accordancewithandsubjectto the limits setforthin theCompany'swritten policieswithrespect to business expenses,upon presentation to theCompanyof writtenreceipts for such expenses.
4.5Other Benefits. During theEmployment Period,theCompany shallprovideto the Executive such otherbenefitsastheCompanymay from time to time make availabletoitsotherexecutive employees.
Exhibit 10.3 Employment Agreement - Delancey
4.7 Vacation. The Executive shall be entitled to4vacationweeks(business days)ineach calendaryear,subject to and on a basis consistent with Company policy. In addition, the Executive willbeentitled toall Company holidays.
2.
TERMINATION
2.1
Death. The Executive'semploymenthereundershallterminate uponhisdeath.
2.2
Disability. The Executive's employmenthereundershall terminate on theExecutive's physical or mental disability or infirmity which,inthe opinionofa competent physicianselectedbytheBoard, renderstheExecutive unable to perform properlyhisduties underthisAgreement for six (6)consecutivecalendar months or for shorter periods aggregating one hundred andeighty(J80) business daysinanytwelve(12)month period, but only to the extentthatsuchdefinition does not violatetheAmericans with Disabilities Act..
2.3
Cause.TheCompany may terminate theExecutivefor Cause at any time,uponwritten notice to Executive. For purposes ofthisAgreement,"Cause" shallmean:
(a)
turpitude;
The Executive's conviction for commission of a felony or a crimeinvolvingmoral
(b)
TheExecutive's willful commission of anyactoftheft,embezzlement or misappropriation against theCompany;or
(c)
The Executive's willfulandcontinued failure to substantially perform the Executive's duties hereunder (otherthansuch failure resulting from theExecutive'sincapacity due tophysical or mentalillness),which failure isnotremediedwithin a reasonable time after written demand forsubstantial performance is delivered by the Company whichspecificallyidentifiesthemanner inwhichtheCompany believes that the Executivehasnot substantially performed the Executive's duties.
1.1
TerminationwithoutCause.TheCompanymayterminatethisAgreementwithoutCause atany time,provided thattheCompanyfirstdeliverstotheExecutivetheCompany'swrittenelectiontoterminate thisAgreementatleastninety(90)dayspriortotheeffectivedateoftermination.
1.2
Executive'sTem1inationforGoodReason.TheExecutivemayterminatethisAgreement forGoodReasonupon atleastten(10)dayspriorwrittennoticetotheCompany.ForpurposesofthisAgreement,"Good Reason"shallmean:
(a)
The Company's material breach of any of its obligations hereunder and eithersuchbreach isincurable or, if curable,has not beencuredwithin fifteen (15) days following receipt bytheCompanyof writtennoticefromtheExecutive of such breach by the Company;
(b)
Any removal oftheExecutivefrom one or more of the officesspecifiedin Section 3.1 hereofwithout Cause and withouttheExecutive'spriorwrittenconsent;or
(c)
Any materialalterationor diminutionintheExecutive's authority,duties orresponsibilitiesherein without Cause and without theExecutive'sprior written consent.
1.1
Exhibit 10.3 Employment Agreement - Delancey
Executive'sVoluntaryTermination. The Executive may,atanytime, terminatethis Agreement withoutGood Reason,providedthatthe Executive delivers writtennoticeto the Company atleast ninety (90) dayspriorto the effective date of termination.
1.2
Change of Control. The Executive mayterminatethis Agreement, uponatleast ten (I 0) days'priorwritten noticeto theCompany at any time within two (2) years after a "ChangeinControl"(as hereinafter defined) of the Company.Forpurposes of this Agreement,a "Change in Control" shall mean the occurrence of any of the following events:
(a)
Theindividualsconstituting the Board asofthedateof this Agreement (the"IncumbentBoard")cease for anyreasontoconstitute atleasta majority oftheBoard;provided, however,thatifthe election,or nomination for election bytheCompany's stockholders,ofany newdirectorwas approved by a voteofatleast amajorityof theIncumbentBoard,suchnew directorshall beconsidered a memberof the IncumbentBoard;
(b)
An acquisition of any voting securities oftheCompany (the "Voting Securities") by any "person" (as the term "person"is usedforpurposesofSection13(d) or Section14(d)oftheSecurities Exchange Act of 1934, as amended (the "1934 Act")) immediately after which such person has "beneficial ownership" (within themeaningof Rule 13d-3promulgated underthe 1934Act)of20%or more ofthecombined voting power of the Company'sthenoutstanding Voting Securities unless such acquisition wasapprovedby a voteofat least one more than a majority of the Incumbent Board; or
(c)
Approval by the stockholders of the Company of:
(i)
A merger,consolidation, shareexchangeor reorganizationinvolvingthe Company, unless the stockholders of the Company,immediatelybefore such merger, consolidation, share exchange or reorganization, own,directly or indirectlyimmediately followingsuchmerger,consolidation, shareexchangeor reorganization,at least 80%ofthe combined voting power oftheoutstanding Voting Securities ofthecorporation that is the successorinsuch merger, consolidation,shareexchange or reorganization (the "Surviving Company")insubstantially the sameproportionastheirownership of the Voting Securities immediately beforesuchmerger,consolidation, share exchange or reorganization;
(ii)
A completeliquidationor dissolution oftheCompany; or
(iii)
Anagreement for the sale or other disposition ofallor substantiallyall of the assets of theCompany.
1.1
Non-renewal. Eitherparty may terminatethis Agreement uponthe expiration of any Employment Period,providedthatthe terminatingpartygives written notice of suchnon-renewaltothe other party atleast ninety(90)days prior to theexpiration ofsuchEmploymentPeriod.
1.2
Notice of Termination. Any termination of theExecutive'semployment bytheCompany or the Executive shall be communicated by written Notice of Termination to theotherparty.For purposes of this Agreement,a"NoticeofTermination"shallmean a noticethatshall indicatethespecific termination provisionin
Exhibit 10.3 Employment Agreement - Delancey
this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimedtoprovide a basis for termination of theExecutive'semploymentundertheprovisionso indicated.
1.3
Dateof Termination.The effective date of theExecutive'stermination dependsonthe typeof termination applied."Dateof Termination" shall mean the following:
(a)
If theExecutive's employmentisterminated by his death,the date of his death;
(b)
If theExecutive'semployment is terminated by reasonofhis disability,thedateof the opinionof thephysician referred to in Section 5.2 hereof;
(c)
IftheExecutive'semploymentisterminated by the Company forCausepursuant to Section 5.3 hereof, orwithoutCause by the Company pursuanttoSection5.4hereof,or if the Executive resignsforGood Reason (pursuanttoSection 5.5 hereof),voluntarily resigns(pursuanttoSection 5.6 hereof), or resigns due to a Change of Control(pursuantto Section5.7hereof),thedate specified inthe Notice ofTermination;
(d)
If theExecutive'semployment is terminated pursuant to Section5.8 hereof,the date this Agreement terminates byitsterms.
2.
COMPENSATIONUPONTERMINATION
2.1
Death or Disability. If theExecutive'semploymentshallbe terminated pursuant to Section5.1hereof, theCompanyshallpay to theExecutive'sestatehis annualsalarypayablepursuant toSection
4.1hereofatthemostrecentannualamountreceived,orentitledtobereceived,bytheExecutiveforaperiodequal to thegreaterofone(1)yearfollowingtheDateofTerminationortheremainderoftheEmploymentPeriodasset forthinSection 2 hereof (the "SeverancePayment").
5.2
Company's Termination for Cause orExecutive's VoluntaryTermination.IftheExecutive'semploymentshallbe terminated for Cause pursuant toSection 5.3hereof, or inthe eventof the voluntary termination of this Agreement by the Executive, pursuant to Section5.6hereof,theCompanyshallpay theExecutivehis salary and any bonus by the Executivefora periodequalto thegreaterofsix(6)months following the Date of Termination or the remainder of the Employment Periodas setforth in Section2hereof(the "SeverancePayment").then payable pursuant toSections 4.1hereofthrough theDate of Termination.
5.3
Termination without Cause or Executive's Termination for Good Reason. TheCompany shallpaytheExecutivetheSeverance Payment,as described in Section 6.1 hereof andallstockoptions to purchase the Company'sstockgrantedtotheExecutive asof the termination dateandwhich have notvestedprior to the termination dateshallautomatically become immediatelyexercisablebythe Executive onthetermination dateandshallremainexercisable for a periodoffiveyears.The provisions ofthisparagraphshallconstituteanamendment to anyexisting stockoption agreements of theCompany as ofthe EffectiveDate.
5.4
ChangeofControl.IftheExecutiveterminatesthisAgreementwithintwo(2)yearsafter aChangeinControlpursuanttoSection5.7hereof,theCompany shallpaytheExecutivetheSeverancePayment,as described inSection6.1 hereof. Additionally,all stockoptions to purchase theCompany's stockgranted tothe Executive asof the termination dateandwhichhavenotvestedprior to the terminationdate shall automatically becomeimmediatelyexercisablebytheExecutiveontheterminationdateandshallremainexercisableforaperiod
Exhibit 10.3 Employment Agreement - Delancey
of five years. Theprovisionsofthisparagraph shall constitute anamendmentto any existing stock option agreementsofthe Company as of the EffectiveDate.
5.5
Manner of Payment. Any Severance Paymentmadepursuant to this Section 6 shallbe payable inaone-time paymentbythe Company,payablewithinthirty(30)daysofthe Dateof Termination.
5.6
Limitation.
(a)
The foregoingnotwithstanding,thetotal of such Severance Payments,pursuantto Sections 6.1,6.3, and 6.4 hereof,shallbereduced totheextent that the paymentofsuch amount would cause the Executive's totalterminationbenefits(as determined bytheExecutive'staxadvisor) to constitute an "excess" parachute paymentunderSection 280G of the Internal Revenue Code of 1986,as amended (the"Code"),and byreasonof such excessparachutepaymentthe Executive wouldbesubjecttoan excise taxunder Section 4999(a) oftheCode,butonlyif the Executive determines that the after-tax value of the termination benefits calculated withtheforegoing restriction exceed those calculated without the foregoingrestriction.
(b)
The foregoingnotwithstanding,no Severance Payment shall be due during any period in which Executiveisinviolation of anyprovision ofSection 7 below,and any and all unpaid Severance Payments shall be forfeitinthe event that Executiveisdetermined bythe finalandbindingruling of any court of competent jurisdiction to have violated any covenant of Section 7below.
5.2
No MitigationRequired.The Executive shallnotbe requiredinanywaytomitigate the amountofany paymentprovidedfor in this Section 6,including,but not limitedtoseeking other employment, nor shalltheamount of anypayment providedforinthis Section6be reduced by any compensation earned by the Executive asaresultof employment with another employer after the tem1ination date of employment,or otherwise.
2.
CONFIDENTIALITY AND NON-SOLICITATJON COVENANTS
2.1
Non-Competition.The Executive agreesthatduring the Term ofthisAgreementpriorto anyterminationofhis employmenthereunder and for a period of two (2) years following the dateonwhichthe Executive's employmenthereunderisterminated,hewillnotdirectly or indirectly, without the prior written consent oftheCompany,manage,operate, join, control, participate in, or be connected as a stockholder (other than as a holder of shares publiclytradedon a stock exchange),partner,or other equityholderwith,or as an officer,director oremployeeof, any othercompanywhosebusinessstrategyiscompetitive with that of the Company,as determinedbyamajorityoftheCompany'sindependentdirectors(a "CompetingBusiness").Itisfurtherexpressly agreedthatthe Company will or would sufferirreparableinjury iftheExecutive weretocompete with the Company or any subsidiary or affiliate of the Company in violation of this AgreementandthattheCompany would byreason of such competitionbeentitledto injunctive reliefin acourtof appropriate jurisdiction,and the Executive further consents and stipulates tothe entryof suchinjunctive relief insuch a court prohibiting the Executive from competing with the Company or any subsidiary or affiliate of the Company, in the areas of business set forth above,inviolation ofthisAgreement.
2.2
Confidentiality.The Executiveherebyagrees that the Executive will not,during the Employment Period or at any time thereafter directly or indirectly disclose ormakeavailabletoanyperson,firm, corporation,association or other entity for anyreasonor purpose whatsoever,any Confidential Information (as
Exhibit 10.3 Employment Agreement - Delancey
defined below).TheExecutiveagreesthat,upon terminationofhisemploymentwiththeCompany,allConfidentialInformationinhis possession that is inwrittenorothertangibleform(togetherwithallcopiesorduplicatesthereof,includingcomputerfiles)shallbe returnedtotheCompanyandshallnotbe retained by theExecutiveor furnished to any third party,inany form except as provided herein;provided, however,that the Executiveshall not be obligated to treatasconfidential,orreturn to theCompanycopiesofanyConfidentialInformation that(i)was publicly known atthetimeof disclosure to theExecutive,(ii)becomespubliclyknownoravailablethereafter other than by anymeansin violation ofthisAgreementor anyotherduty owed to theCompanybytheExecutive,or(iii)is lawfully disclosed to theExecutivebya thirdparty.As usedin thisAgreementthe term"Confidential Information" means information disclosed tothe Executive orknown by the Executive as aconsequenceof or through his relationship withthe Company abouttheowners,employees, businessmethods,publicrelationsmethods,organization,procedures,propertyacquisition and development,or finances,including, without limitation,informationoforrelating to the Companyand its affiliates.
2.3
Non-Solicitation.For a period of one(I) yearfollowing the dateon whichthe Executive'semployment hereunder is terminated, theExecutiveshall notsolicitor induceany of theCompany's employees,agents or independent contractors to endtheirrelationshipwith the Company, or recruit, hireor otherwise induceanysuch persontoperformservicesforthe Executive,orany other person,firm orcompany.
2.4
Return of Property.TheExecutivehereby acknowledgesand agreesthat allPersonal Property andequipmentfurnishedto or prepared by theExecutiveinthecourseoforincidenttohisemployment, belongs to theCompanyandshall bepromptly returned to theCompanyupon terminationoftheEmployment Period. "Personal Property" includes,without limitation,allelectronic devicesoftheCompany used bythe Executive,including,withoutlimitation,personalcomputers,facsimilemachines,cellulartelephones,pagers and tape recordersand allbooks, manuals,records,reports,notes,contracts,lists,blueprints,maps andother documents,ormaterials,orcopiesthereof(includingcomputerfiles),andallother proprietary information relating tothe business of theCompany.Followingtermination,theExecutivewillnotretain anywrittenorothertangible materialcontainingany proprietaryinformation ofthe Company.
2.5
ReasonablenessofRestrict ions.Eachofsections 7.1,7.2,and7.3setoutabove is acknowledgedbyExecutive tobe reasonable in duration,extentand applicationandistheminimumprotection necessary for theCompanyin respectofitsgoodwill,Confidential Information,trade connections and business.
2.6
LimitationonRestrictions.Therestrictionssetforthin Sections 7.1,7.2,and 7.3hereof shallnotapply iftheExecutive's employmentisterminatedpursuanttoSection 5.4,5.5or5.7 hereoforin the event thatanyformofcompensationdueExecutive pursuanttotheprovisionsofSection 6 isnot provided asrequired whendue.
3.
GENERALPROVISIONS
3.1
InjunctiveReliefandEnforcement.TheExecutiveacknowledges thatthe remediesatlaw forany breach by himofthe provisions ofSection7 hereof may beinadequateand that,therefore,inthe event ofbreachbythe Executiveofthetern1s of Section 7 hereof,the Company shallbeentitledto institute legal proceedingstoenforcethespecificperformance of this Agreementby theExecutiveandto enjoin theExecutivefromanyfurtherviolationofSection7 hereofandtoexercisesuchremediescumulativelyor inconjunctionwithall other rights andremedies provided by lawandnototherwiselimitedby thisAgreement.
3.2
Exhibit 10.3 Employment Agreement - Delancey
Notice. Forthepurposes ofthisAgreement, notices,demands and all other communications provided for inthisAgreement shall beinwriting and shall be deemed tohavebeen duly given when addressed as follows and (i) when personallydelivered,(ii) when transmitted by telecopy,electronic or digitaltransmissionwith receipt confirmed,(iii) onedayafter deliverytoan overnight aircourierguaranteeing next day delivery, or (iv) uponreceiptif sent by certified or registered mail.Ineach case notice shallbesentto:
If toExecutive:
If to the Company:
Jeffrey Delancey867GatesRd
Columbia,MS 39429
COJAX Oil and Gas Corporation 3030 Wilson Blvd Ste E-605 Arlington,VA 2220I
ortosuch other address as any party mayhavefurnishedtotheotherinwriting in accordance herewith, except thatnoticesof change of address shall beeffectiveonlyuponreceipt.
3.3
Severability. Theinvalidity orunenforceability of any provision orprovisions ofthis Agreement shallnot affect thevalidity or enforceabilityof anyother provision ofthis Agreement,which shall remain in full forceand effect. Inaddition, in the event anyprovisionin this Agreement shall bedeterminedby any courtofcompetent jurisdiction tobeunenforceable by reason ofextendingfortoogreat a period of time or over too great a geographical area or byreasonofbeingtoo extensive in any otherrespect,each such agreement shall be interpretedtoextendoverthemaximumperiod of time for which it may be enforceable and to the maximum extent inall otherrespectsas to which it maybeenforceable, and enforced as sointerpreted,all as determinedbysuch court in such action.
3.4
Assignment. This Agreementmaynotbe assigned by the Executive but may be assigned bytheCompanytoany successortoits business and will inure to the benefitandbebinding uponany such successor.
3.5
Counterparts. This Agreement maybeexecutedinseveral counterparts,each of which shall bedeemedtobe anoriginalbutall of which together will constitute one andthesameinstrument.
3.6
Headings. Theheadingscontainedhereinarefor reference purposes only and shallnotin any way affect themeaningor interpretation ofthisAgreement.
3.7
Choice ofLaw;Venue.ThisAgreement shall be construed,interpretedand enforced in accordancewith the laws of the State of California without giving effect tothe principlesof conflict of laws thereof. By execution and delivery of this Agreement,theparties agree and accept thatanylegalaction or proceeding brought with respect tothisAgreement shall be broughtin thecourt of appropriatejurisdictionin and fortheCounty of Fresno, State of California, and the parties expressly waive any objection to personaljurisdiction, venue or forumnonconveniens.
3.8
Indemnification. To the fullest extent permitted under applicable law,the Company shall indemnify,defendandholdtheExecutiveharmlessfromand against any and all causes of action,claims,demands, liabilities,damages,costs and expenses of any nature whatsoever (collectively,"Damages") directly or indirectly arisingout of or relating totheExecutive discharging the Executive's dutieshereunderon behalf of the Company
Exhibit 10.3 Employment Agreement - Delancey
and/or its respective subsidiaries andaffiliates,solongas the Executiveactedin good faith within the course and scope oftheExecutive's duties with respectto thematter giving rise to the claim or Damages for whichtheExecutive seeksindemnification.
7.11
Attorneys'Fees.If any legalaction,arbitration or other proceeding,isbroughtfor the enforcement ofthisAgreement, orbecauseof an alleged dispute, breach or defaultinconnection withanyofthe provisions of this Agreement,the prevailingparty shall be entitledtorecover reasonable attorneys' fees,other professionals'feesandother costsincurred inthataction orproceeding, includingany appeal of such action or proceeding,in additionto anyotherreliefto whichthatparty maybeentitled.
7.12
EntireAgreement.This Agreement containstheentire agreement and understanding betweenthe Company andtheExecutive with respectto theemployment oftheExecutive bytheCompany as contemplatedhereby,andno representations, promises,agreements or understandings, written or oral,notherein containedshall beofany force or effect. This Agreement shall notbechangedunlessin writing and signedbyboth the Executive and theBoard.
7.13
Amendments;Waivers.This Agreement maybeamended or modified, and any of the termsandcovenantsmaybewaived, only by a writteninstrumentexecuted by the parties hereto, or,inthecase of a waiver,bythe party waiving compliance.Anywaiver by anyparty inanyoneor more instances of anytermor covenant containedinthis Agreement shallneitherbedeemedtobe nor construed as a further or continuing waiver ofany suchtermor covenantof thisAgreement.
IN WITNESS WHEREOF,thepartieshaveexecuted this Employment Agreement as of the date and year first above written.
"Company"
COJAX OIL ANDGASCORPOATION
By: /s/ Jeffrey J. Guzy
Title: Chairman
/s/ Jeffrey Delancey
"Executive"
