EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") made and entered into
as of the 1st day of March 2009 to be effective as of the 1st day of March, 2009
(the "Effective Date"), by and between Bedrock Energy, Inc., a Colorado
corporation (the "Company") and Herbert T. Sears (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company wishes to secure the services of the
Executive subject to the contractual terms and conditions set forth herein; and
WHEREAS, the Executive is willing to enter into this Agreement
upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to employ the Executive, and the
Executive hereby agrees to accept such employment with the Company, all upon the
terms and conditions set forth herein.
2. Term of Employment. Subject to the terms and conditions of this Agreement,
the Executive shall be employed for a term commencing on the Effective Date and
ending on December 31, 2009 (the "Term") unless sooner terminated as provided
for herein. The Term shall renew automatically for additional one (1) year term,
unless either party gives written notice no less than ninety (90) days prior to
the expiration of the Term that it does not intend to extend the Term.
3. Duties and Responsibilities.
A. Capacity. During the Term, the Executive shall serve in the capacity of
CFO/ Treasurer.
B. Part-time duties. During the Term, and excluding any periods of
disability, vacation or sick leave to which the Executive is entitled, the
Executive shall devote such time as necessary to perform the duties of the
offices assumed.
C. Standard of Performance. The Executive will perform his duties under
this Agreement with fidelity and loyalty, to the best of his ability, experience
and talent and in a manner consistent with his duties and responsibilities.
4. Compensation.
A. Salary. For services to be preformed for the first Term under this
Agreement the Executive shall receive the sum of $5,000 which shall be pre-paid
by the issuance of 100,000 shares of restricted stock upon execution of this
Agreement.
B. The Executive shall be entitled to prompt reimbursement from the Company
for reasonable out-of-pocket expenses including cell phone incurred by him in
the course of the performance of his duties hereunder, upon submission of
appropriate documentation in accordance with the practices, policies and
procedures applicable to other executives of the Company.
C. Compensation for subsequent terms shall be negotiated between the
parties.
5. Termination of Employment.
Notwithstanding the provisions of Section 2 hereof, the Executive's
employment hereunder shall terminate under any of the following conditions:
A. Death. The Executive's employment under this Agreement shall terminate
automatically upon his death.
B. Total Disability. The Company shall have the right to terminate this
Agreement if the Executive becomes Totally Disabled. For purposes of this
Agreement, "Totally Disabled" means that the Executive is not working and is
currently unable to perform the substantial and material duties of his position
hereunder as a result of sickness, accident or bodily injury for a period of
three months. Prior to a determination that Executive is Totally Disabled, but
after Executive has exhausted all sick leave and vacation benefits provided by
the Company, Executive shall continue to receive his Base Salary, offset by any
disability benefits he may be eligible to receive.
C. Termination by Company for Cause. The Executive's employment hereunder
may be terminated for Cause upon written notice by the Company. For purposes of
this Agreement, "Cause" shall mean:
(1) conviction of the Executive by a court of competent jurisdiction
of any felony or a crime involving moral turpitude;
(2) the Executive's willful and intentional failure or willful and
intentional refusal to follow reasonable and lawful instructions of the
Board;
(3) the Executive's material breach or default in the performance of
his obligations under this Agreement;
or
(4) the Executive's act of misappropriation, embezzlement, intentional
fraud or similar conduct involving the Company.
(5)
Executive may not be terminated for Cause pursuant to subsections (2) and (3)
above unless Executive is given written notice of the circumstances constituting
"Cause" and a reasonable period to cure such circumstances, which period shall
be no less than thirty (30) days.
D. Termination in the event of a change of control. The Executive's
employment hereunder may be terminated by the Company in the event of a Change
of Control. " Change of Control" means: (a) the consummation of a merger or
consolidation of the Company with or into another entity or any other
transaction, in which the stockholders of the Company immediately after such
merger, consolidation or other transaction own or beneficially own immediately
after such merger, consolidation or other transaction less than 50 percent or
more of the voting power of the outstanding securities (i) in the continuing or
surviving entity and (ii) any direct or indirect parent entity of such
continuing or surviving entity (b) the sale, transfer or other disposition of
all or substantially all of the Company's assets to a Person which is not owned
or controlled by the Company or its stockholders immediately prior to such sale,
transfer or other dispositions.
6. Confidentiality, Return of Property, and Covenant Not to Compete.
A. Confidential Information.
(1) Company Information. The Company agrees that it will provide the
Executive with Confidential Information, as defined below that will enable
the Executive to optimize the performance of the Executive's duties to the
Company. In exchange, the Executive agrees to use such Confidential
Information solely for the Company's benefit. The Company and the Executive
agree and acknowledge that its provision of such Confidential Information
is not contingent on the Executive's continued employment with the Company.
Notwithstanding the preceding sentence, upon the termination of the
Executive's employment for any reason, the Company shall have no obligation
to provide the Executive with its Confidential Information. "Confidential
Information" means any Company proprietary information, technical data,
trade secrets or know-how, including, but not limited to, research, product
plans, products services, customer lists and customers (including, but not
limited to, customers of the Company on whom the Executive called or with
whom the Executive became acquainted during the term of the Executive's
employment), markets, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing finances or other business information
disclosed to the Executive by the Company either directly or indirectly in
writing, orally or by drawings or observation of parts or equipment.
Confidential Information does not include any of the foregoing items which
has become publicly known and made generally available through no wrongful
act of the Executive or of others who were under confidentiality
obligations as to the item or items involved or improvements or new
versions.
The Executive agrees at all times during the Term and
thereafter, to hold in strictest confidence, and not to use,
except for the exclusive benefit of the Company, or to
disclose to any person or entity without written authorization
of the Board of Directors of the Company, any Confidential
Information of the Company.
B. Returning Company Documents. At the time of leaving the employ of
the Company, the Executive will deliver to the Company (and will not keep
in the Executive's possession) specifications, drawings blueprints,
sketches, materials, equipment, other documents or property, or
reproductions of any aforementioned items developed by the Executive
pursuant to the Executive's employment with the Company or otherwise
belonging to the Company, its successors or assigns.
7. Arbitration. Any dispute or controversy arising under or in connection with
this Agreement (other than any dispute or controversy arising from a violation
or alleged violation by the Executive of the provisions of Section 7) shall be
settled exclusively by final and binding arbitration in Denver, Colorado, in
accordance with the Employment Arbitration Rules of the American Arbitration
Association ("AAA"). The arbitrator shall be selected by mutual agreement of the
parties, if possible. If the parties fail to reach agreement upon appointment of
an arbitrator within thirty days following receipt by one party of the other
party's notice of desire to arbitrate, the arbitrator shall be selected from a
panel or panels of persons submitted by the AAA. The selection process shall be
that which is set forth in the AAA Employment Arbitration Rules then prevailing,
except that, if the parties fail to select an arbitrator from one or more
panels, AAA shall not have the power to make an appointment but shall continue
to submit additional panels until an arbitrator has been selected. This
agreement to arbitrate shall not preclude the parties from engaging in
voluntary, non-binding settlement efforts including mediation.
8. Notices. All notices and other communications hereunder shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt) by
delivery in person, by registered or certified mail (return receipt requested
and with postage prepaid thereon) or by facsimile transmission to the respective
parties at the following addresses (or at such other address as either party
shall have previously furnished to the other in accordance with the terms of
this Section):
If to the Company
Bedrock Energy, Inc.
8950 Scenic Pine Drive
Parker, Colorado 80134
If to the Executive:
Herbert T. Sears
33 Pine Street
Exeter, NH 03833
..
9. Amendment; Waiver. The terms and provisions of this Agreement may be modified
or amended only by a written instrument executed by each of the parties hereto,
and compliance with the terms and provisions hereof may be waived only by a
written instrument executed by each party entitled to the benefits thereof. No
failure or delay on the part of any party in exercising any right, power or
privilege granted hereunder shall constitute a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege granted hereunder.
10. Entire Agreement. This Agreement and all Exhibits attached hereto constitute
the entire agreement between the parties with respect to the subject matter
hereof and supersede all prior written or oral agreements or understandings
between the parties relating thereto.
11. Severability. In the event that any term or provision of this Agreement is
found to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining terms and provisions hereof shall not be in any
way affected or impaired thereby, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
therein.
12. Binding Effect; Assignment. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns (it
being understood and agreed that, except as expressly provided herein, nothing
contained in this Agreement is intended to confer upon any other person or
entity any rights, benefits or remedies of any kind or character whatsoever).
The Executive may not assign this Agreement without the prior written consent of
the Company. Except as otherwise provided in this Agreement, the Company may
assign this Agreement to any of its affiliates or to any successor (whether by
operation of law or otherwise) to all or substantially all of its business and
assets without the consent of the Executive. For purposes of this Agreement,
"affiliate" means any entity in which the Company owns shares or other measure
of ownership representing at least 40% of the voting power or equivalent measure
of control of such entity.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado (except that no effect shall
be given to any conflicts of law principles thereof that would require the
application of the laws of another jurisdiction).
14. Headings. The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
15. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS THEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer and the Executive has signed this
Agreement as of the Effective Date.
Bedrock Energy, Inc.
By:
Title: Chairman
EXECUTIVE
Herbert T. Sears