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EXHIBIT 1.18
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), including Exhibit A hereto, is
entered into between Queen Sand Resources, Inc., a Delaware corporation having
offices at 3500 Oak Lawn, Suite 380, Dallas, Texas 75219 ("Employer"), and
Bruce I. Benn, an individual whose address is 60 Queen Street, Suite 1400,
Ottawa, Canada K1P 5Y7 ("Employee"), to be effective as of May 6, 1997 (the
"Effective Date").
WITNESSETH:
WHEREAS, Employer is desirous of employing Employee pursuant to the
terms and conditions and for the consideration set forth in this Agreement, and
Employee is desirous of entering the employ of Employer pursuant to such terms
and conditions and for such consideration.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, and obligations contained herein, Employer and Employee agree as
follows:
ARTICLE 1: EMPLOYMENT AND DUTIES.
1.1 Employer agrees to employ Employee, and Employee agrees to be
employed by Employer, beginning as of the Effective Date and continuing until
the date set forth in Exhibit A to this Agreement (the "Term") subject to the
terms and conditions of this Agreement.
1.2 Employee initially shall be employed in the position set forth in
Exhibit A to this Agreement. Employer may subsequently assign Employee to a
different position or modify Employee's duties and responsibilities consistent
with the Employee's existing duties, responsibilities and level of authority.
Employer may assign this Agreement and Employee's employment to any of its
affiliates. 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.
1.3 Employee shall, during the period of Employee's employment by
Employer, devote Employee's full business time, energy, and best efforts to the
business and affairs of Employer. Employee may not engage, directly or
indirectly, in any other business, investment, or activity that interferes with
Employee's performance of Employee's duties hereunder, is contrary to the
interests of Employer, or requires any significant portion of Employee's
business time. Notwithstanding anything herein to the contrary it is
acknowledged and agreed that the Employee may hold positions as director,
officer or employee of Capital House A Finance and Investment Corporation and
any corporation associated therewith; provided, that such activities do not
impair the performance by Employee of his duties hereunder or otherwise
interfere with Employee's compliance with his obligations set forth in the
preceding sentence.
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1.4 In connection with Employee's employment by Employer, Employer
shall endeavor to provide Employee access to such confidential information
pertaining to the business and services of Employer as is appropriate for
Employee's employment responsibilities. Employer also shall endeavor to
provide to Employee the opportunity to develop business relationships with
those of Employer's clients and potential clients that are appropriate for
Employee's employment responsibilities.
1.5 Employee acknowledges and agrees that Employee owes a fiduciary
duty of loyalty, fidelity and allegiance to act at all times in the best
interests of the Employer and to do no act which would injure Employer's
business, its interests, or its reputation. It is agreed that any direct or
indirect interest in, connection with, or benefit from any outside activities,
particularly commercial activities, which interest might in any way adversely
affect Employer or any of its affiliates, involves a possible conflict of
interest. In keeping with Employee's fiduciary duties to Employer, Employee
agrees that Employee shall not knowingly become involved in a conflict of
interest with Employer or its affiliates, or upon discovery thereof, allow such
a conflict to continue. Moreover, Employee agrees that Employee shall disclose
to Employer's Board of Directors any facts which might involve such a conflict
of interest.
1.6 Employer and Employee recognize that it is impossible to provide
an exhaustive list of actions or interests that constitute a conflict of
interest. Moreover, Employer and Employee recognize there are many borderline
situations. In some instances, full disclosure of facts by the Employee to
Employer's Board of Directors may be all that is necessary to enable Employer
or its affiliates to protect their interests. In others, if no improper
motivation appears to exist and the interests of Employer or its affiliates
have not suffered, prompt elimination of the outside interest will suffice. In
still others, it may be necessary for Employer to terminate the employment
relationship. Employer and Employee agree that Employer's determination as to
whether a conflict of interest exists shall be conclusive. Employer reserves
the right to take such action as, in its judgment, will end the conflict.
ARTICLE 2: COMPENSATION AND BENEFITS.
2.1 The Employee shall be entitled to receive the salary set forth in
Exhibit A to this Agreement and to participate in any other compensation and
benefit plans referred to on Exhibit A to this Agreement, which benefit plans
are implemented by the Company after the date hereof, in each case to the
extent determined by the Board (or a Compensation Committee thereof).
2.2 While employed by Employer (both during the Term and thereafter),
Employee shall be allowed to participate, on the same basis generally as other
employees of Employer, in all general employee benefit plans and programs,
including improvements or modifications of the same, which on the Effective
Date or thereafter are made available by Employer to all or substantially all
of Employer's employees. Such benefits, plans, and programs may, but are not
required to, include, without limitation, medical, health, and dental care,
life insurance, disability protection, pension plans, relocation, automobile
allowance and directors liability insurance. Nothing in this Agreement is to
be construed or interpreted to provide greater rights, participation, coverage,
or benefits under such benefit plans or programs than provided to similarly
situated employees pursuant to the terms and conditions of such benefit plans
and programs. Employee shall have the right to participate in an incentive
compensation plan for similarly situated employees to be adopted by Employer
(the "Plan"). The Plan shall provide for at least annual awards of cash,
performance shares or units, or
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other performance- or incentive-based compensation, or any combination thereof,
upon meeting the Employer's targeted performance objectives for the award year.
2.3 Employer shall not by reason of this Article 2 be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any
such incentive compensation or employee benefit program or plan, so long as
such actions are similarly applicable to covered employees generally.
Moreover, unless specifically provided for in a written plan document adopted
by the Board of Directors of Employer, none of the benefits or arrangements
described in this Article 2 shall be secured or funded in any way, and each
shall instead constitute an unfunded and unsecured promise to pay money in the
future exclusively from the general assets of Employer.
2.4 Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal, state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling. It is
acknowledged by the parties that the Employee is and, at his option, may remain
a resident of Canada during the term of this Agreement. In the event that the
Employee should be liable for any federal, provincial, state or local income or
payroll taxes, on any income or benefits earned by Employee in respect of his
employment by Employer, in an amount greater than that amount of taxes that
Employee would be liable for (after taking into account any and all credits or
deductions permitted under the laws of the United States and Canada and any tax
treaties in effect between those countries) on the same income and benefits
solely under the federal, provincial or local laws in effect in the
Commonwealth of Canada (collectively, the "Excess Taxes"), then Employer shall
"gross up" Employee's compensation under this Agreement in an amount sufficient
to pay such Excess Taxes.
2.5 The Employer shall reimburse the Employee for all reasonable,
ordinary and necessary expenses incurred by him in connection with his duties
upon production of receipts and an itemized account; provided, that, the
Employee shall obtain the prior approval of the Board for any expense greater
than $10,000. (U.S.)
ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM.
3.1 Notwithstanding any other provisions herein to the contrary,
Employer shall have the right to terminate Employee's employment under this
Agreement at any time prior to the expiration of the Term for any of the
following reasons:
(i) For cause upon the good faith determination by the
Employer's Board of Directors that cause exists for the termination of
the employment relationship. As used in this Section 3.1(i), the term
"cause" shall mean (a) Employee has willfully refused without proper
legal reason to perform a duty or responsibility required of Employee
under this Agreement which remains uncorrected for fifteen (15) days
following written notice to Employee by Employer of such breach; (b)
Employee has been convicted of a felony (which, through lapse of time or
otherwise, is not subject to appeal); (c) Employee's involvement in a
conflict of interest as referenced in Sections 1.5 and 1.6 for which
Employer makes a determination to terminate the employment of Employee;
(d) Employee has willfully engaged in conduct that Employee knows or
should know is materially injurious to Employer or any of its
affiliates; or (e) Employee's material breach of any material provision
of this Agreement or corporate code or policy which remains uncorrected
for thirty (30) days following written notice to Employee by
Employer of such breach. It is expressly
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acknowledged and agreed that the decision as to whether cause exists for
termination of the employment relationship by Employer is delegated to
the Board of Directors of Employer for determination;
(ii) upon Employee's death; or
(iii) upon Employee's becoming incapacitated by accident,
sickness, or other circumstance which renders him mentally or physically
incapable of performing the duties and services required of Employee for
a period of 120 consecutive days, or for a period of 180 days,
regardless of whether or not such days are consecutive, within a 12-
month period.
The termination of Employee's employment by Employer prior to the expiration of
the Term shall constitute a "Termination for Cause" if made pursuant to Section
3.1(i); the effect of such termination is specified in Section 3.4. The effect
of the employment relationship being terminated pursuant to Section 3.1(ii) as
a result of Employee's death is specified in Section 3.5. The effect of the
employment relationship being terminated pursuant to Section 3.1(iii) as a
result of the Employee becoming incapacitated is specified in Section 3.6.
3.2 Notwithstanding any other provisions of this Agreement except
Section 6.5, Employee shall have the right to terminate the employment
relationship under this Agreement at any time prior to the expiration of the
Term of employment for any other reason whatsoever, in the sole discretion of
Employee. The termination of Employee's employment by Employee prior to the
expiration of the Term shall constitute a "Voluntary Termination" if made
pursuant to Section 3.2; the effect of such termination is specified in Section
3.3.
3.3 Upon a Voluntary Termination, all future compensation to which
Employee is entitled and all future benefits for which Employee is eligible
shall cease and terminate as of the date of termination. Employee shall be
entitled to pro rata salary through the date of such termination and Employee
shall be entitled to any individual bonuses or individual incentive
compensation earned but not yet paid at the date of such termination.
Employee's rights under this Section are Employee's sole and exclusive rights
against Employer or its affiliates, and Employer's sole and exclusive liability
to Employee under this Agreement, in contract, tort, or otherwise, for any
Voluntary Termination. Employee covenants not to sue or lodge any claim,
demand or cause of action against Employer for any sums for Voluntary
Termination other than those sums specified in this Section.
3.4 Upon a Termination for Cause, all future compensation to which
Employee is entitled and all future benefits for which Employee is eligible
shall cease and terminate as of the date of termination. Employee shall be
entitled to pro rata salary through the date of such termination and Employee
shall be entitled to any individual bonuses or individual incentive
compensation earned but not yet paid at the date of such termination.
Employee's rights under this Section are Employee's sole and exclusive rights
against Employer or its affiliates, and Employer's sole and exclusive liability
to Employee under this Agreement, in contract, tort, or otherwise, for any
Termination for Cause. Employee covenants not to sue or lodge any claim,
demand or cause of action against Employer for any sums for Termination for
Cause other than those sums specified in this Section.
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3.5 Upon termination of the employment relationship as a result of
Employee's death, Employee's heirs, administrators, or legatees shall be
entitled to Employee's pro rata salary through the date of such termination and
Employee's heirs, administrators, or legatees shall be entitled to any
individual bonuses or individual incentive compensation earned but not yet paid
to Employee at the date of such termination. The rights of Employee or his
heirs, administrators, or legatees under this Section are the sole and
exclusive rights of Employee, his heirs, administrators, and legatees against
Employer or its affiliates, and Employer's sole and exclusive liability to
Employee under this Agreement, in contract, tort, or otherwise, with respect to
such termination of the employment relationship.
3.6 Upon termination of the employment relationship as a result of
Employee's becoming incapacitated in the manner specified in Section 3.1(iii),
Employee shall be entitled to his pro rata salary through the date of such
termination and Employee shall be entitled to any individual bonuses or
individual incentive compensation earned but not yet paid to Employee at the
date of such termination. The rights of Employee or his heirs, administrators,
or legatees under this Section are the sole and exclusive rights of Employee,
his heirs, administrators, and legatees against Employer or its affiliates, and
Employer's sole and exclusive liability to Employee under this Agreement, in
contract, tort, or otherwise, with respect to such termination of the
employment relationship.
3.7 Termination of the employment relationship does not terminate
those obligations imposed by this Agreement which are continuing obligations,
including, without limitation, Employee's obligations under Articles 4 and 5.
ARTICLE 4: OWNERSHIP AND PROTECTION OF INFORMATION;
COPYRIGHTS.
4.1 All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceived, made, developed or
acquired by Employee, individually or in conjunction with others, during
Employee's employment by Employer (whether during business hours or otherwise
and whether on Employer's premises or otherwise) which relate to Employer's
business, products or services (including, without limitation, all such
information relating to corporate opportunities, research, financial and sales
data, pricing and trading terms, evaluations, opinions, interpretations,
acquisition prospects, the identity of customers or their requirements, the
identity of key contacts within the customer's organizations or within the
organization of acquisition prospects, or marketing and merchandising
techniques, prospective names, and marks) shall be disclosed to Employer and
are and shall be the sole and exclusive property of Employer. Moreover, all
drawings, memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other writings or
materials of any type embodying any of such information, ideas, concepts,
improvements, discoveries, and inventions are and shall be the sole and
exclusive property of Employer.
4.2 Employee acknowledges that the business of Employer and its
affiliates is highly competitive and that their strategies, methods, books,
records, and documents, their technical information concerning their products,
equipment, services, and processes, procurement procedures and pricing
techniques, the names of and other information (such as credit and financial
data) concerning their customers and business affiliates, all comprise
confidential business information and trade secrets which are valuable,
special, and unique assets which Employer or its affiliates use in their
business to obtain a competitive advantage over their competitors. Employee
further acknowledges that protection of such
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confidential business information and trade secrets against unauthorized
disclosure and use is of critical importance to Employer and its affiliates in
maintaining their competitive position. Employee hereby agrees that Employee
will not, at any time during or after his employment by Employer, make any
unauthorized disclosure of any confidential business information or trade
secrets of Employer or its affiliates, or make any use thereof, except in the
carrying out of his or her employment responsibilities hereunder. As a result
of Employee's employment by Employer, Employee may also from time to time have
access to, or knowledge of, confidential business information or trade secrets
of third parties, such as customers, suppliers, partners, joint venturers, and
the like, of Employer and its affiliates. Employee also agrees to preserve and
protect the confidentiality of such third party confidential information and
trade secrets to the same extent, and on the same basis, as Employer's
confidential business information and trade secrets. Employee acknowledges
that money damages would not be sufficient remedy for any breach of this
Article 4 by Employee, and Employer shall be entitled to enforce the provisions
of this Article 4 by terminating any payments then owing to Employee under this
Agreement and/or to specific performance and injunctive relief as remedies for
such breach or any threatened breach. Such remedies shall not be deemed the
exclusive remedies for a breach of this Article 4, but shall be in addition to
all remedies available at law or in equity to Employer, including the recovery
of damages from Employee and his agents involved in such breach.
4.3 All written materials, records, and other documents made by, or
coming into the possession of, Employee during the period of Employee's
employment by Employer which contain or disclose confidential business
information or trade secrets of Employer or its affiliates shall be and remain
the property of Employer or its affiliates, as the case may be. Upon
termination of Employee's employment by Employer, for any reason, Employee
promptly shall deliver the same, and all copies thereof, to Employer.
4.4 If, during Employee's employment by Employer, Employee creates
any original work of authorship fixed in any tangible medium of expression
which is the subject matter of copyright (such as videotapes, written
presentations on acquisitions, computer programs, drawings, maps, architectural
renditions, models, manuals, brochures, or the like) relating to Employer's
business, products, or services, whether such work is created solely by
Employee or jointly with others (whether during business hours or otherwise and
whether on Employer's premises or otherwise), Employee shall disclose such work
to Employer. Employer shall be deemed the author of such work if the work is
prepared by Employee in the scope of his employment; or, if the work is not
prepared by Employee within the scope of his employment but is specially
ordered by Employer as a contribution to a collective work, as a part of a
motion picture or other audiovisual work, as a translation, as a supplementary
work, as a compilation, or as an instructional text, then the work shall be
considered to be work made for hire and Employer shall be the author of the
work. If such work is neither prepared by the Employee within the scope of his
employment nor a work specially ordered and is deemed to be a work made for
hire, then Employee hereby agrees to assign, and by these presents does assign,
to Employer all of Employee's worldwide right, title, and interest in and to
such work and all rights of copyright therein.
4.5 Both during the period of Employee's employment by Employer and
thereafter, Employee shall assist Employer and its nominee, at any time, in the
protection of Employer's worldwide right, title, and interest in and to
information, ideas, concepts, improvements, discoveries, and inventions, and
its copyrighted works, including without limitation, the execution of all
formal assignment documents requested by Employer or its nominee and the
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execution of all lawful oaths and applications for applications for patents and
registration of copyright in the United States and foreign countries.
ARTICLE 5: POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS.
5.1 As part of the consideration for the compensation and benefits to
be paid to Employee hereunder, in keeping with Employee's duties as a fiduciary
and in order to protect Employer's interests in the confidential information of
Employer and the business relationships developed by Employee with the clients
and potential clients of Employer, and as an additional incentive for Employer
to enter into this Agreement, Employer and Employee agree to the non-
competition provisions of this Article 5. Employee agrees that during the
period of Employee's non-competition obligations hereunder, Employee will not,
directly or indirectly for Employee or for others, in any geographic area or
market where Employer or any of its affiliated companies are conducting any
business as of the date of termination of the employment relationship or have
during the previous twelve months conducted any business:
(i) engage in any business competitive with the business
conducted by Employer;
(ii) render advice or services to, or otherwise assist, any
other person, association, or entity who is engaged, directly or
indirectly, in any business competitive with the business conducted by
Employer;
(iii) induce any employee of Employer or any of its affiliates
to terminate his or her employment with Employer or its affiliates, or
hire or assist in the hiring of any such employee by person,
association, or entity not affiliated with Employer.
These non-competition obligations shall be pursuant to the Termination and
Severance Provisions of Exhibit A.
5.2 Employee understands that the foregoing restrictions may limit
his ability to engage in certain businesses anywhere in the world during the
period provided for above, but acknowledges that Employee will receive
sufficiently high remuneration and other benefits under this Agreement to
justify such restriction. Employee acknowledges that money damages would not
be sufficient remedy for any breach of this Article 5 by Employee, and Employer
shall be entitled to enforce the provisions of this Article 5 by terminating
any payments then owing to Employee under this Agreement and/or to specific
performance and injunctive relief as remedies for such breach or any threatened
breach. Such remedies shall not be deemed the exclusive remedies for a breach
of this Article 5, but shall be in addition to all remedies available at law or
in equity to Employer, including, without limitation, the recovery of damages
from Employee and his agents involved in such breach.
5.3 It is expressly understood and agreed that Employer and Employee
consider the restrictions contained in this Article 5 to be reasonable and
necessary to protect the proprietary information of Employer. Nevertheless, if
any of the aforesaid restrictions are found by a court having jurisdiction to
be unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by such courts so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.
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ARTICLE 6: MISCELLANEOUS.
6.1 For purposes of this Agreement the terms "affiliates" or
"affiliated" means an entity who directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with
Employer.
6.2 Unless otherwise specified, whenever this Agreement requires or
permits any consent, approval, notice, request, or demand from one party to
another, that communication must be in writing (which may be by telecopy) to be
effective and is deemed to have been given (a) if by telecopy, when transmitted
to the appropriate telecopy number (and all communications sent by telecopy
must be confirmed promptly by telephone; but any requirement in this
parenthetical does not affect the date when the telecopy is deemed to have been
delivered), or (b) if by any other means, including by internationally
acceptable courier or hand delivery, when actually delivered. Until changed by
notice pursuant to this Agreement, the addresses (and telecopy numbers) are:
If to Employer: Queen Sand Resources, Inc.
3500 Oak Lawn, Suite 380, L.B.#31
Dallas, Texas 75219-4398
Attn: Robert P. Lindsay
Facsimile: (214) 521-9960
With copies to: Queen Sand Resources, Inc.
60 Queen Street, Suite 1400
Ottawa, Canada K1P 5Y7
Attn: Edward J. Munden
Facsimile: (613) 230-6055
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
Attn: William L. Boeing, Esq.
Facsimile: (214) 651-5940
If to Employee, to the address shown on the first page hereof.
Either Employer or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.
6.3 This Agreement shall be governed in all respects by the laws of
the State of Texas, excluding any conflict-of-law rule or principle that might
refer the construction of the Agreement to the laws of another State or
country.
6.4 No failure by either party hereto at any time to give notice of
any breach by the other party of, or to require compliance with, any condition
or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
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6.5 If a dispute arises out of or related to this Agreement, other
than a dispute regarding Employee's obligations under Article 4 or Article 5,
and if the dispute cannot be settled through direct discussions, then Employer
and Employee agree to first endeavor to settle the dispute in an amicable
manner by mediation, before having recourse to any other proceeding or forum.
Thereafter, if either party to this Agreement brings legal action to enforce
the terms of this Agreement, the party who prevails in such legal action,
whether plaintiff or defendant, in addition to the remedy or relief obtained in
such legal action shall be entitled to recover its, his, or her expenses
incurred in connection with such legal action, including, without limitation,
costs of Court and attorneys fees.
6.6 It is a desire and intent of the parties that the terms,
provisions, covenants, and remedies contained in this Agreement shall be
enforceable to the fullest extent permitted by law. If any such term,
provision, covenant, or remedy of this Agreement or the application thereof to
any person, association, or entity or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then such term,
provision, covenant, or remedy shall be construed in a manner so as to permit
its enforceability under the applicable law to the fullest extent permitted by
law. In any case, the remaining provisions of this Agreement or the
application thereof to any person, association, or entity or circumstances
other than those to which they have been held invalid or unenforceable, shall
remain in full force and effect.
6.7 This Agreement shall be binding upon and inure to the benefit of
Employer and any other person, association, or entity which may hereafter
acquire or succeed to all or substantially all of the business or assets of
Employer by any means whether direct or indirect, by purchase, merger,
consolidation, or otherwise. Employee's rights and obligations under Agreement
hereof are personal and such rights, benefits, and obligations of Employee
shall not be voluntarily or involuntarily assigned, alienated, or transferred,
whether by operation of law or otherwise, without the prior written consent of
Employer.
6.8 There exist other agreements between Employer and Employee
relating to the employment relationship between them, e.g., the agreement with
respect to Employer's policies booklet and agreements with respect to benefit
plans. This Agreement replaces and merges previous agreements and discussions
pertaining to the following subject matters covered herein: the nature of
Employee's employment relationship with Employer and the term and termination
of such relationship. This Agreement constitutes the entire agreement of the
parties with regard to such subject matters, and contains all of the covenants,
promises, representations, warranties, and agreements between the parties with
respect such subject matters. Each party to this Agreement acknowledges that
no representation, inducement, promise, or agreement, oral or written, has been
made by either party with respect to such subject matters, which is not
embodied herein, and that no agreement, statement, or promise relating to the
employment of Employee by Employer that is not contained in this Agreement
shall be valid or binding. Any modification of this Agreement will be
effective only if it is in writing and signed by each party whose rights
hereunder are affected thereby, provided that any such modification must be
authorized or approved by the Board of Directors of Employer.
* * * * *
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IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement in multiple originals to be effective on the date first stated above.
QUEEN SAND RESOURCES, INC.
By: /s/ ROBERT P. LINDSAY
----------------------------------
Name: Robert P. Lindsay
Title: Chief Operating Officer
/s/ BRUCE I. BENN
---------------------------------------------
Bruce I. Benn
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EXHIBIT A
TO
EMPLOYMENT AGREEMENT
The Employer and Employee agree that the Employee will be employed for
the term, title and initial salary amount as specified below. The Employee
will be entitled to other compensation and employee benefit plans and programs
implemented by the Company after the date hereof, which plans and programs may,
but are not required to, include those enumerated in the list immediately
below.
I. TERM - Six Months
TITLE - Executive Vice President
INITIAL SALARY AMOUNT - $10,000 per month
REMUNERATION AND BENEFITS
o Bonuses
o Expense allowance
o Automobile
o Pension
o Key man and other life insurance
o Directors Liability Insurance
o Other (D&O liability insurance)
o Re-negotiation
o Relocation expenses
TERMINATION
SEVERANCE
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