EXHIBIT 10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into this 5th day
of September 2006, by and between D. Scott Singdahlsen, an individual resident
of Colorado ("Singdahlsen"), and PYR Energy Corporation, a Maryland corporation
(the "Company").
R E C I T A L S:
A. The Company desires to employ Singdahlsen with the responsibilities and
authority as set forth in this Agreement or as determined by the Company's Board
of Directors pursuant to this Agreement, and Singdahlsen desires to be employed
by the Company on the terms set forth in this Agreement.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Employment and Duties. During the term of this Agreement, Singdahlsen
shall work on projects as directed by the Company's Chief Executive Officer (the
"CEO") or the Company's Board of Directors (the "Board") and shall develop new
exploration/exploitation projects within the context of the Company's business
plan and strategy. As requested by the Board and the CEO, Singdahlsen shall
assist the Company in marketing prospects to other companies. Singdahlsen has
resigned his positions as an officer and director of the Company. Singdahlsen
will cooperate in completing unfinished projects and in transitioning matters to
new officers and other employees of the Company. Singdahlsen will also provide
periodic progress reports to the CEO and the Board as requested by them. The
parties agree that Singdahlsen's service with the Company is a full-time
position, and Singdahlsen agrees to devote substantially all of his business
time and his best efforts to the performance of his responsibilities under this
Agreement; provided, however, that the devotion of time to board or committee
service for corporate, civic and charitable organizations unaffiliated with the
Company and the devotion of limited amounts of time to personal or family
investments will not be deemed a breach of this Agreement if such activities do
not interfere or conflict with the performance of Singdahlsen's duties
hereunder. Singdahlsen shall duly, punctually and faithfully perform and observe
any and all rules and regulations which the Company may now or shall hereafter
reasonably establish governing the conduct of its business or its employees. The
Company shall provide Singdahlsen with computer hardware and application
software necessary for Singdahlsen to perform his duties as mutually agreed.
Singdahlsen shall select office space in Parker, Colorado, or elsewhere in the
Denver, Colorado metropolitan area that is sufficient for the performance of his
duties, which office space shall be satisfactory to the Board. The rent expense
for this office space shall be paid by the Company.
2. Compensation.
(a) Salary; Withholding. The Company shall pay Singdahlsen a salary of
$14,583.33 per month beginning as of August 1, 2006 and through January 31, 2007
and $12,000 per month beginning February 1, 2007, payable in arrears in
accordance with the Company's standard payroll procedures as in effect from time
to time. The parties shall comply with all applicable withholding requirements
in connection with all compensation payable to Singdahlsen hereunder.
(b) Project Overrides. Singdahlsen shall be eligible for participation
in all employee ORRI pool programs and distributions during the term of his
employment. In addition, Singdahlsen shall be granted an overriding royalty
interest (ORRI) equal to 31.25% of the geologists' ORRI (3% or less) consistent
with the Company's ORRI policy on all new projects initiated and generated by
Singdahlsen, beginning August 1, 2006. Singdahlsen shall also be granted an ORRI
equal to 31.25% of the generating geologist's ORRI on the Ryckman project (3%),
and he shall participate in the employee ORRI pool on the Mallard project during
the Term based on proportionate salary computation of employees. Singdahlsen's
salary for such Mallard project computation shall be at 1.5 times his actual
salary.
(c) Vacation. Singdahlsen shall be entitled to such annual vacation
time with full pay as the Company may provide in its standard policies and
practices for its employees.
(d) Other Benefits. Singdahlsen shall participate in and have the
benefits of all present and future health insurance, life insurance and
profit-sharing plans, and all other plans and benefits which the Company now or
in the future from time to time makes available to all of its employees.
3. Business Expenses. The Company shall promptly reimburse Singdahlsen for
all appropriately documented, reasonable business expenses incurred by
Singdahlsen in accordance with the Company's policies for its employees.
However, if as provided in Section 10, the Company has released Singdahlsen to
market projects to others in which Singdahlsen would have an interest, the
expenses related to marketing of these projects to third parties shall be
covered by Singdahlsen.
4. Term. This Agreement shall commence as of August 1, 2006 and, if not
terminated earlier as herein provided, shall expire on July 31, 2007 (the
"Term"). On or before July 1, 2007, Singdahlsen shall notify the Board whether
he desires to renew this Agreement for an additional one year. If Singdahlsen so
notifies the Board that he does wish to renew, then, on or before July 15, 2007,
the Board shall notify Singdahlsen whether the Company desires to renew, and if
it does, then the Term shall automatically be deemed extended for an additional
one year to expire on July 31, 2008. This Agreement may also be extended for two
additional one year terms in accordance with the foregoing notice provisions.
5. Termination by the Company Without Cause. The Company may, by delivering
thirty days in advance written notice to Singdahlsen, terminate this Agreement
and Singdahlsen's employment at any time and for any reason without Cause (as
"Cause" is defined in Section 6 below), or for no reason, by paying to
Singdahlsen:
(i) Singdahlsen's salary accrued through the date of
termination payable upon termination,
(ii) any and all accrued vacation pay, and accrued benefits
through the date of termination payable upon termination,
(iii) Singdahlsen's salary for the period from the date of
termination to end of the Term, payable in one lump sum on the date of
termination. Payments to Singdahlsen pursuant to this Section 5(iii)
and payments to Singdahlsen pursuant to Sections 9(a) and 9(b) shall
be conditioned upon the Company receiving a release from Singdahlsen (
or his representative) of any and all claims that Singdahlsen and his
representative may have against the Company and its agents, including
its officers, directors, employees, and attorneys, in a form provided
by the Company. Singdahlsen shall also be required to return all
Company owned information, documents and equipment to the Company upon
termination, irrespective of the reason for termination. Without the
prior written consent of the Company, which shall not be unreasonably
withheld, during any period in which Singdahlsen is receiving payments
from the Company pursuant to this Agreement, except as specifically
provided in this Agreement, Singdahlsen shall not engage in, directly
or indirectly, any business in any territory in which the Company
conducts business which is competitive with the Company's business
operations, nor shall Singdahlsen solicit any employee or customer of
the Company to terminate their relationship with the Company.
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(iv) Health benefits shall be payable through July 31, 2007.
(v) Any unvested stock options or restricted stock shall
immediately vest and become exercisable. Singdahlsen shall have three
months from the termination date to exercise any previously unvested
stock options.
6. Termination by the Company for Cause. The Company may terminate this
Agreement and Singdahlsen's employment at any time if such termination is for
"Cause", as defined below, by delivering to Singdahlsen written notice of
termination supported by a reasonably detailed statement of the relevant facts
and reason for termination and such termination shall be effective immediately
upon delivery of such notice to Singdahlsen. In the event of such termination,
the Company shall pay Singdahlsen, no later than the ten days following the date
of termination, a lump sum equal to Singdahlsen's accrued base salary through
the date of termination, and any and all accrued vacation pay, and accrued
benefits through the date of termination. Unvested stock options or restricted
stock shall be forfeited by Singdahlsen. For purposes of this Agreement, "Cause"
shall exist if (i) Singdahlsen has committed an act of embezzlement, fraud or
theft with respect to the property of the Company, (ii) disregarded the rules of
the Company so as to cause material loss, damage or injury to, or otherwise to
materially endanger, the Company's property, business or employees, (iii)
Singdahlsen has abused alcohol or drugs on the job or in a manner affecting his
job performance, (iv) Singdahlsen has been found guilty of or has plead nolo
contendere to the commission of a felony offense or a misdemeanor offense
involving moral turpitude, or (v) Singdahlsen has breached this Agreement or has
failed to perform Singdahlsen's duties under this Agreement, including by reason
of Singdahlsen's failure to execute the reasonable directives of the Company's
Chief Executive Officer or the Board of Directors. Notwithstanding the foregoing
sentence, in the event that a failure occurs under clause (v) of the foregoing
sentence, "Cause" shall not exist if the failure is the result of Singdahlsen's
unwillingness to execute any act which would constitute a violation of existing
law, regulation or rule applicable to Company or Singdahlsen, or if the failure
is the result of an act of a party or an intervening event outside of
Singdahlsen's authority or control.
7. Voluntary Termination by Singdahlsen. Singdahlsen may terminate this
Agreement and Singdahlsen's employment at any time for any reason or no reason
upon delivering thirty days' prior written notice to the Company, and no later
than the date of termination, the Company shall pay Singdahlsen a lump sum equal
to his accrued salary through the date of termination, and any and all accrued
vacation pay and accrued benefits through the date of termination. Any unvested
stock options or restricted stock shall be forfeited by Singdahlsen.
8. No Termination by Merger; Transfer of Assets or Dissolution. This
Agreement shall not be terminated by any voluntary or involuntary dissolution of
the Company or the transfer of all or substantially all the assets of the
Company or the merger of the Company with or into another entity.
9. Termination by Death or Disability.
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(a) Death. This Agreement shall terminate immediately in the event of
the death of Singdahlsen during the term hereof, and the Company, within ten
days of receiving notice of such death, shall pay Singdahlsen's estate all
salary due or accrued as of the date of his death, and any and all accrued
vacation pay and accrued benefits as of the date of death.
(b) Disability. In the event of mental or physical Disability (as
defined below) of Singdahlsen during the term hereof, the Company may terminate
this Agreement and Singdahlsen's employment immediately upon written notice to
Singdahlsen, and the Company, within ten days following the notice of
termination for Disability, shall pay Singdahlsen all salary due or accrued as
of the date of such termination, and any and all accrued vacation pay and
accrued benefits as of the date of termination. For purposes of this Agreement,
"Disability" shall mean a physical or mental condition, verified by a
Colorado-licensed physician designated by the Company, which prevents
Singdahlsen from carrying out one or more of the material aspects of his
assigned duties for at least sixty consecutive days.
10. Confidential Information. At all times during the Term and for two
years following the termination of this Agreement, Singdahlsen shall maintain
the confidentiality of proprietary information of the Company.
11. On new projects generated by Singdahlsen during the Term, if the
Company chooses not to pursue a project, upon notice of Singdahlsen's written
request, the Company may, in its discretion, grant Singdahlsen the right to
market the project to third parties. Such approval by the Company shall not be
unreasonably withheld. Any such consent by the Company must be written, and the
Company may reserve rights for fees, ORRI's or other interests.
12. Assignment. The rights and obligations of the parties under this
Agreement shall be binding upon and inure to the benefit of their respective
successors, assigns, executors, administrators and heirs; provided, however,
that Singdahlsen may not delegate any of Singdahlsen's duties under this
Agreement.
13. Miscellaneous.
(a) Complete Agreement. This Agreement constitutes the entire
agreement between the parties and cancels and supersedes all other prior or
contemporaneous agreements between the parties which relate to the subject
matter contained in this Agreement.
(b) Modification; Amendment; Waiver. No modification or amendment of
any provisions of this Agreement shall be effective unless approved in writing
by both parties. The failure at any time to enforce any of the provisions of
this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of either party thereafter to enforce each and every
provision hereof in accordance with its terms.
(c) Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Colorado.
(d) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
(e) Mediation; Waiver of Jury Trial. Any dispute arising out of or
relating to this Agreement that cannot be settled by good faith negotiation
between the parties will be submitted to a mediator for non-binding mediation in
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Denver, Colorado. If complete agreement cannot be reached within 30 days of
submission to mediation, either party may commence litigation in any court of
competent jurisdiction, state or federal, located in Denver, Colorado. THE
PARTIES HERETO WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT.
(f) Notices. All notices and other communications under this Agreement
shall be in writing and shall be given in person or by first class mail,
certified or registered with return receipt requested, and shall be deemed to
have been duly given when delivered personally or three days after mailing, as
the case may be, to the respective persons named below:
If to the Company: PYR Energy Corporation
1675 Broadway, Suite 2450
Denver, Colorado 80202
Attention: Board of Directors
If to Singdahlsen: D. Scott Singdahlsen
PYR Energy Corporation
11479 S. Pine Drive
Parker, CO 80134
(g) Execution of Agreement. This Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement. The exchange of copies of this Agreement and of
signature pages by facsimile transmission shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes. Signatures of the parties transmitted by
facsimile shall be deemed to be their original signatures for all purposes.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as
of the day and year first above written.
THE COMPANY: PYR Energy Corporation,
a Maryland corporation
By: /s/ David B. Kilpatrick
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David B. Kilpatrick
Chairman of the Board of Directors
SINGDAHLSEN: /s/ D. Scott Singdahlsen
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D. Scott Singdahlsen
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