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 W. Edward Nichols (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 President/ CEO/ Secretary.
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 $12,500 which shall
be pre-paid by the issuance of 250,000 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.
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:
W. Edward Nichols
8950 Scenic Pine Dr.
Parker, Colorado 80134
..
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: Director
EXECUTIVE
W. Edward Nichols