Exhibit 10.9
July 21, 1999
Mr. J.M. McKinney
3605 Ella Lee Lane
Houston, Texas 77027
Dear Joe Mike:
This letter will evidence our agreement in connection with your employment as
President of American International Petroleum Corporation ("AIPC"). The terms
and conditions of your employment with AIPC are outlined below:
1. Position: You will be employed as President and Chief Operating Officer of
AIPC. As President of AIPC you will report directly to the chief executive
officer of AIPC. Additionally, you will be elected to and become Chairman of the
Board of Directors of all AIPC subsidiaries. Further, you will be appointed as
President of the Operating Committee of AIPC which operating committee is
comprised of certain of the senior executives of AIPC and/or its affiliated
companies.
2. Effective Date: Your employment will be effective July 21, 1999 but will not
commence until such time as your requested to do so by AIPC.
3. Location: Your office shall be in AIPC's corporate office in Houston, Texas.
However, the nature of your position will require extensive travel overseas.
4. Responsibilities: As the President of AIPC, you will be its chief operating
officer with responsibility for the general supervision, management, direction
and control of the business and officers of AIPC and its subsidiaries including
supervision and management of AIPC's daily operations and responsibility for
developing and carrying out AIPC's business plan and budget as approved by the
board of directors.
5. Salary: Your salary will be $300,000.00 per year, subject, however, to such
merit increases which shall be determined by the AIPC Board of Directors and the
CEO of AIPC based upon your performance and the performance of AIPC. During your
first year of employment, your base salary shall be $275,000 in cash plus 25,000
AIPC shares to be vested as follows:
a. 5,000 shares upon effect date of your employment.
b. 10,000 shares on December 31, 1999.
c. 10,000 shares on July 20, 2000
6. Option: You will be entitled to receive stock options to purchase shares of
AIPC common stock on the same basis as other senior executives of AIPC and its
affiliated companies; provided, however, upon commencement of your employment
with AIPC you will receive an option, exercisable at any time within five (5)
years from the date of your employment to purchase 200,000 shares of AIPC common
stock at a 10% premium of the closing bid price on the day immediately prior to
the date of your acceptance of this offer, , subject, however, to the following
vesting schedule:
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a. 70,000 shares will vest after one (1) full year of employment.
b. 70,000 shares will vest after two (2) full years of employment.
c. 60,000 shares will vest after three (3) full years of employment.
In addition you will be entitled to participate in the "1999 Challenge
Option Plan" and will receive an option to purchase 100,000 shares of AIPC stock
@ $2.00/share provided AIPC stock trades at or above $5.00/share for 15
consecutive days before December 31, 1999. The standard AIPC option agreement
enumerating the preceding will be prepared and sent to you by August 30, 1999.
7. Annual Bonus: You will be entitled an annual bonus based upon your
performance and AIPC's overall achievement of its corporate goals. The amount of
such bonus shall be determined at the discretion of the AIPC Board and the CEO
of AIPC and may be up to 50% of your base salary at that time..
8. Benefits: AIPC will include you and your direct eligible family members
within its medical and dental coverage subject to any applicable waiting period
and provisions concerning pre-existing medical conditions. Additionally, you
will be entitled to all other benefits that are made available to senior
executive of AIPC, including the right to participate in AIPC's 401(K)
Retirement savings Plan but subject to any applicable eligibility requirements.
You will be entitled to three (3) weeks of vacation for each year of your
employment. The company will provide you with a full-size leased automobile, or
at your option, you may elect an equivalent amount as a car allowance up to
$500/month. Business Class travel will be allowed for all international flights
and for all domestic flights over four (4) hours in length. You will be
reimbursed promptly for all reasonable expenses which you incur in connection
with your employment.
9. Executive Medical Evacuation Program: You will be included in the Executive
Medical Evacuation Program.
10. Term of Employment: Your employment shall be for a period of one (1) year
from the date of commencement and your term of employment shall be renewed
automatically for successive periods of one (1) year each unless either party
gives the other notice of termination at least ninety (90) days prior to any
anniversary date of your employment. In such event, your employment will
terminate on the anniversary date immediately following the date of notice.
Should the Company terminate your employment for cause, no notice will required
and all non-vested portion of your options will terminate immediately. However,
should the Company terminate your employment after one full year of employment
for no cause, then all your regular options will vest immediately
11. Severance Pay: You shall be entitled to one month of salary as a severance
payment for each full year of employment.
12. Ownership of Information: All documents, drawings, memoranda, notes,
records, files correspondence, manuals, models, specifications, computer
programs, E-mail, voice mail, electronic databases, maps, and all other writings
or materials of any type embodying any of information pertaining to the business
of AIPC which you have developed, utilized or had access to are and shall be the
sole and exclusive property of AIPC. Upon termination of your employment by
AIPC, for any reason, you shall promptly deliver the same, and all copies
thereof, to AIPC.
13. Non-Solicitation: During the term of your employment and for a period of two
(2) years thereafter, you will not, directly or indirectly, solicit or contact
any employee of AIPC, with a view to inducing or encouraging such employee to
leave the employ of AIPC for the purpose of being hired by you, an employer
affiliated with you or any competitor of AIPC, or during the term of this
agreement and for a period of one year thereafter engage in or
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be interested in (as an owner, partner, 2% shareholder in a publicly traded
company, employee, officer, director, agent, consultant or otherwise), solicit
any business from, or contact any person or entity engaged in oil and gas
exploration or development activities within the same geological basin as the
Company has been operating or has been actively seeking to be so engaged.
14. Applicable Law: This Agreement is entered into under, and shall be governed
for all purposes by, the laws of the State of Texas.
If the foregoing is acceptable to you, please sign below.
Very truly yours,
_______________________________
George N. Faris, Chairman & CEO
AMERICAN INTERNATIONAL
PETROLEUM CORPORATION
ACCEPTED AND AGREED this
______ day of _____________, 1999
_________________________________
J. M. MCKINNEY