SOUTH TEXAS OIL COMPANY
769 Highway 95 N
Bastrop, TX 78602
Tel : (512) 772-2474
Fax : (512) 263-5046
Mailing Address:
P.O. Box 340504
Austin, TX 78734
Rickey J. Cooksey, CPA
RE: OFFER OF EMPLOYMENT
Dear Rickey:
South Texas Oil Company is pleased to extend to you our offer of employment for
the position of CFO. This letter sets out the proposed terms and conditions of
your employment with the Company. As required by law, your employment with the
Company is also contingent upon your providing legal proof of your identity and
authorization to work in the United States.
The parties agree as follows:
1. TERM: Your employment will commence on or before October 1 2007 with
the initial ninety (90) days of your employment with the Company being
"at will", meaning that either you or the Company will be entitled to
terminate your employment at any time and for any reason, with or
without cause, without liability.
2. POSITION AND DUTIES: The Company will employ you in the position of
CFO. You will perform the duties normally associated with this position
and such other duties and responsibilities as directed from time to time
by the Company. You will not engage in any other gainful employment,
business or activity without the consent of the CEO.
3. POLICIES: You will abide by the policies, directions and practices of
the Company. In its discretion, the Company may alter or amend, or
create new policies, directions and practices. You acknowledge receipt
of, agree to abide by and understand that the Code of Business Conduct,
Insider Trading Policy and Disclosure Policy form part of and are
incorporated by reference into this Agreement.
4. COMPENSATION:
Your compensation package will consist of the following:
(a) SALARY: The Company will pay you a salary of $11,500/month,
payable in equal monthly installments net of all required or
permitted deductions and withholdings.
(b) SIGNING BONUS: The Company will award you 5,000 shares of
restrictive stock that will become effective for trade after
twelve (12) months if still employed by the Company.
(c) VACATION ENTITLEMENT: In addition to public holidays, you will be
entitled to five (5) days paid vacation during the remainder of
the calendar year, 2007. Thereafter, you will be entitled to an
annual paid vacation equal to four weeks vacation within each
calendar year of employment, pro-rated for any partial year. You
will schedule your vacation at such time or times as mutually
agreed upon by the parties. Failing such agreement, the Company
may schedule your vacation time or times as is acceptable to the
Company.
(d) BENEFITS: The Company will make available to you the insured
benefit plans customarily available to its employees. Your
eligibility and entitlement to benefits will be determined by the
plans or policies from time to time established or purchased by
the Company. The Company may, from time to time, in its sole
discretion, add to, delete or alter such benefit plans. Your
benefits package currently includes 100% medical effective after
the initial ninety (90) day period, which the Company will pay the
premium and the employee the deductibles.
(e) ANNUAL STOCK BONUS: In addition to the Stock Signing Bonus set
forth in Paragraph 4 (b) above, you will be entitled to receive an
additional 10,000 shares of restricted stock annually on the 12
month anniversary of your date of employment for a period of three
(3) years, which shall vest over the three year period. Any
restricted stock issued pursuant to this Paragraph 4 (e) shall
vest in accordance with, and otherwise be subject to, the terms
and conditions set forth in the Company's Stock Plan.
(f) ADDITIONAL COMPENSATION: Additional compensation may be available
from time-to-time at the sole discretion of the Board of
Directors.
(g) RELOCATION ALLOWANCE: The Company will make available a $10,000
relocation allowance to you after the initial ninety (90) day
period should you decide to continue with employment after this
initial ninety (90) day period.
By acceptance of this offer letter you agree that if you leave the Company, or
are terminated with cause within twelve (12) months, you will forfeit the
Signing Bonus and reimburse the Relocation Allowance.
5. CONFIDENTIALITY AND PROPRIETARY RIGHTS
5.1 You acknowledge that in the course of carrying out, performing and
fulfilling your obligations to the Company, you will have access to and
be entrusted with information that would be reasonably considered
confidential to the Company and its affiliated and related companies
(the "Confidential Information"), and that the disclosure of such
information to competitors or clients of the Company or to the general
public would be highly detrimental to the best interests of the Company.
5.2 For the purpose of this Agreement "Confidential Information" includes,
but is not limited to, trade secrets, know-how, processes, formulas,
standards, product specifications, sales and marketing plans and
techniques, strategic plans, cost figures, all client or customer
information (including without limitation their names, preferences,
financial information, address or telephone numbers), all systems
hardware and software applications, all software/systems source and
object codes, data, documentation, program files, flow charts, and all
operational procedures.
5.3 Notwithstanding Section 5.2 of this Agreement, "Confidential
Information" does not include information which you can prove is
information which is in the public domain at the date of disclosure to
you, or which thereafter enters the public domain through no fault of
your own (but only after it enters the public domain) provided that any
combination of information that is Confidential Information will not be
included within the exception merely because individual parts of the
information were within the public domain unless the combination itself
was in the public domain.
5.4 Except as may be specifically required in the course of carrying out
your duties under this Agreement, you will not disclose during your
employment with the Company or at any time thereafter, any Confidential
Information to any person, nor will you use or exploit, directly or
indirectly, the Confidential Information for any purpose other than the
proper purposes of the Company. However, you will be entitled to
disclose such information if required by law provided that you promptly
notify the Company and will consult and cooperate with the Company in
any attempt to resist or narrow such disclosure or to obtain an order or
other assurance that such information will be accorded confidential
treatment.
5.5 You acknowledge that all products and services, product developments,
modifications, and enhancements that may be delivered by the Company,
which you may conceive of or make during the period of your employment,
whether or not you are specifically instructed to make or develop the
same, relating to or connected with any of the matters which have been
or are the subject of the Company, or business in which the Company has
been or is interested (the "Property"), will be for the benefit of the
Company and will be considered to have been made under this Agreement
and by virtue of this Agreement will immediately become the property of
the Company. You will assign, set over and transfer to the Company your
entire right, title and interest in any such Property and, whenever so
requested by the Company, during your employment, execute and deliver to
the Company any and all documents necessary to accomplish such transfer
or assignment.
6. FIDUCIARY: You acknowledge that by virtue of the employment
contemplated by this Agreement, you will be in a fiduciary relationship
with the Company and will owe fiduciary obligations to Company. The
provisions of this Agreement are in addition to and do not amend,
replace or otherwise reduce those fiduciary obligations.
7. TERMINATION OF EMPLOYMENT: We look forward to the contributions which
you can make toward our mutual success and anticipate a mutually
beneficial relationship. However, your employment with the Company for
the initial ninety (90) days will be "at will", meaning that either you
or the Company will be entitled to terminate your employment at any time
and for any reason, with or without cause, without liability. Although
your job duties, title, compensation and benefits, as well as the
Company's personnel policies and procedures, may change from time to
time, the "at will" nature of your employment may only be changed in an
express written agreement signed by you and a duly authorized officer of
the Company.
8. REPRESENTATIONS: Any contrary representations, which may have been made
to you, whether oral or written, or whether express or implied are
superseded by this offer and terminated. This is the full and complete
agreement between you and the Company.
9. ASSIGNMENT AND ENUREMENT: You may not assign this Agreement, any part
of this Agreement or any of your rights under this Agreement. The
Company may assign its rights and interests under this Agreement to any
entity at any time in its sole discretion. This Agreement enures to the
benefit of and is binding upon you and the Company and our respective
heirs, executors, administrators, successors and assigns.
10. SEVERABILITY: In the event that any provisions or part of this
Agreement are be deemed void or invalid by a court of competent
jurisdiction, the remaining provisions or parts will be and remain in
full force and effect.
11. GOVERNING LAWS: This Agreement will be construed in accordance with and
governed by the laws of the state of Texas and the laws of the United
States applicable in Texas.
Please sign below and return this letter to me to acknowledge and confirm you
acceptance of this offer. We are pleased to have you join our team.
We look forward to having you join us on or before October 1, 2007.
Sincerely,
SOUTH TEXAS OIL COMPANY
Murray N. Conradie
Chairman and CEO
I have read and accept this employment offer:
10/1/2007
________________________________ __________________
Signature Date of Acceptance
N/A
___________________________
SSN