EMPLOYMENT AGREEMENT between NORTH AMERICAN ENERGY PARTNERS INC. and ROBERT GEORGE HARRIS

Exhibit 10.8

EMPLOYMENT AGREEMENT

between

NORTH AMERICAN ENERGY PARTNERS INC.

and

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1. EFFECTIVE DATE

1.1 The effective date (the “Effective Date”) of this Employment Agreement (the “Agreement”) shall be August 1, 2006.

2. PARTIES

2.1 The parties to this Agreement shall be:

(a)

North American Energy Partners Inc. (“NAEPI”), a federal corporation extra-provincially registered in Alberta and located at ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇

and

(b)

▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual, residing at 11717 – 71A Avenue, Edmonton, Alberta, T6E 2W5, Canada (the “Executive”)

3. TITLE

3.1 The position title shall be Vice President Human Resources, Health, Safety & Environment.

4. RECITALS

	(A)		The Executive is an executive and employee of NAEPI.
	(B)		The Executive wishes to remain employed with NAEPI, and NAEPI wishes the Executive to continue in the position of Vice President Human Resources, Health, Safety & Environment, and such other executive positions and titles that the Executive may hold in future with NAEPI and the NAEPI Group.
	(C)		The parties want to outline and confirm the terms and conditions of their employment relationship in this Agreement.

5. DEFINITIONS

5.1 In this Agreement, the following words shall have the following meaning:

“Affiliate”		Means when used to indicate a relationship with Person, the same as is set forth in the Securities Act (Alberta).
“Board”		Means the board of directors of NAEPI.
“Intellectual Property”		Means all ideas, inventions, discoveries, processes, designs, methods, substances, articles, computer programs and improvements, whether or not patentable or copyrightable, which the Executive discovers, conceives, invents, creates or develops, alone or with others, during the time he is employed with NAEPI.

“NAEPI Executive”		Means the named executive of NAEPI.
“NAEPI Group”		Means NAEPI, NACG Preferred Corp., NACG Holdings Inc. and their Affiliates.
“Person”		Means any individual, corporation, limited liability corporation, limited or general partnership, joint venture, association, joint stock corporation, trust, plan, unincorporated organization or government or any agency or political subdivisions thereof.
“President”		Means the President and CEO from time to time of NAEPI or such other person appointed by the Board for the purposes of this Agreement.
“Share Option Plan”		Means the NAEPI Amended and Restated 2004 Share Option Plan, as amended from time to time.
“Start Date”		Means June 19, 2006.
“Termination Date”		Means the Executive’s last day actively at work for NAEPI, regardless of the reason for cessation of employment.

6. INTERPRETATION

6.1 Headings are for convenience only and do not affect or contribute to the interpretation of this Agreement.

6.2 “NAEPI” includes the successors and assigns of NAEPI and any corporation with which it may be amalgamated and any corporation formed under its reconstruction.

6.3 A reference to an Act includes a reference to that Act as amended from time to time and if that Act is repealed and replaced by another Act, that replacement Act in substitution for the original Act.

7. APPOINTMENT & TERM

7.1 As of the Effective Date, NAEPI shall continue to employ the Executive as Vice President Human Resources, Health, Safety & Environment of NAEPI, and the Executive agrees to continue his employment with NAEPI on the terms and conditions set out in this Agreement.

7.2 This Agreement and the Executive’s employment with NAEPI shall continue indefinitely until terminated in accordance with Clause 13 of this Agreement.

8. RESPONSIBILITIES OF THE EXECUTIVE

8.1 The Executive shall serve the NAEPI Group in the capacity of Vice President Human Resources, Health, Safety & Environment and shall perform the duties on a full-time basis as particularized in the attached Schedule 1, and determined from time to time by the President. The Executive agrees to assume, for no additional compensation, such titles and responsibilities as are directed with respect to the other entities in the NAEPI Group. The Executive acknowledges and understands that the business of the NAEPI Group may change from time to time, and that the duties of the Executive may also change from time to time.

8.2 The Executive agrees that he shall use his best efforts to promote the interests of the NAEPI Group, and shall duly and diligently perform all the duties assigned to him while in the employ of NAEPI.

8.3 The Executive agrees to devote the whole of his working time, attention and skills during NAEPI’s normal working hours to NAEPI and shall not, without the consent of the Board, undertake during the course of his employment with NAEPI any other business or occupation or become a director, officer, employee or agent of another company, firm, or proprietorship.

8.4 The Executive agrees to abide by all policies and procedures of the NAEPI Group.

9. REMUNERATION

9.1 As particularized in Schedule 2 to this Agreement, the Executive will be remunerated through a three-tier remuneration package consisting of a regular remuneration package (“Regular Remuneration Package”) and a short and long-term incentive.

9.2 NAEPI shall review on an annual basis the Regular Remuneration Package of the Executive. The review will take into account the performance objectives applicable to the position, such objectives to be determined from time to time by the President in consultation with the Executive.

9.3 The Executive will be entitled to participate in any NAEPI health assessment and counselling programs provided for NAEPI employees generally and the NAEPI Executive specifically and as such programs are amended from time to time.

9.4 Group Health & Benefits

9.4.1 The Executive shall participate in the NAEPI benefit plan (premiums paid by NAEPI) as described in Schedule 3 of this Agreement, and as amended from time to time.

9.4.2 In addition, the Executive shall be eligible to receive Alberta Health Care and long-term disability insurance provided through NAEPI with the premiums paid by the Executive and as amended from time to time.

10. VACATION

10.1 The Executive will be entitled, in addition to Alberta statutory holidays, to paid vacation of twenty (20) days per year (pro-rated for partial years worked), to be taken in accordance with the NACG’s Vacation Policy, as amended from time to time.

10.2 Vacation is to be taken regularly by the Executive as it accrues. It is expected that the Executive will take not less than 75% of accrued vacation time each year and in any case, not more than twenty-five (25) days shall be accumulated for carryover without the written agreement of the President.

10.3 Vacation is to be taken having regard to the operational and financial needs of NAEPI and the responsibilities and duties of the Executive and is to be arranged co operatively with members of his team and other members of the NAEPI Executive.

11. INSURANCE

11.1 Directors’ and Officers’ Insurance

11.1.1 NAEPI will indemnify the Executive as an officer of the NAEPI Group in accordance with the Indemnity Agreement entered into between NAEPI and the Executive.

11.1.2 In addition, NAEPI will use its reasonable best efforts to have and maintain directors’ and officers’ insurance for the NAEPI’s directors and officers.

12. CONFIDENTIAL INFORMATION

12.1 As an executive of the NAEPI Group and an employee of NAEPI, the Executive will obtain access to or otherwise become aware of confidential information (whether it is designated as such or not) about the NAEPI Group’s activities, Intellectual Property, plans and finances and about its employees, consultants, suppliers, customers and other Persons, which the NAEPI Group has dealings with (collectively, the “Confidential Information”).

12.2 All originals, copies and other forms of Confidential Information, however and whenever produced, shall be the sole property of NAEPI, not to be removed from the premises or custody of NAEPI, except in the normal course of business, without in each instance first obtaining written consent or authorization of NAEPI. The Executive hereby assigns and agrees to assign to NAEPI all of the Executive’s right, title and interest in and to all Intellectual Property, and agrees that all Intellectual Property constitutes the exclusive property of NAEPI.

12.3 The Executive represents and warrants to NAEPI that (i) the Executive’s continued employment with NAEPI will not breach any agreement or other obligation with respect to the confidential or proprietary information of a third party; and (ii) the Executive is not bound by any written or oral agreement with any third party that conflicts with the Executive’s employment with NAEPI. The Executive agrees that, during the Executive’s employment with NAEPI, he shall not improperly bring to NAEPI or use any trade secrets or confidential or proprietary information of any third party or otherwise knowingly infringe on the proprietary rights of any third party.

12.4 At all times, during and after the cessation of employment (regardless of the reason for cessation) with NAEPI, the Executive agrees that he shall:

	(a)		not, except in the proper course of his duties with NAEPI, divulge to any person; and
	(b)		use his best endeavours to prevent the publication or disclosure of,

any Confidential Information except where the Confidential Information:

	(a)		is in the public domain;
	(b)		is required to be disclosed by the Executive under law; or
	(c)		was already known to the Executive, prior to his employment with NAEPI.

12.5 The obligations set out in this Clause 12 are in addition to any obligations the Executive has under statute and in addition to the fiduciary obligations owed by the Executive to the NAEPI Group.

13. TERMINATION

13.1 The Executive may, at any time, by not less than three (3) months advance written notice, terminate this Agreement and resign from his employment with NAEPI. In the event of the Executive giving notice in accordance this Clause NAEPI may, at its discretion, immediately terminate the Executive’s employment and this Agreement at any time during the notice period, provided that NAEPI pay the Executive the pro-rata Annual Base Salary that would have been earned by the Executive from the Termination Date through to the end of the notice period. If the Executive provides notice of his resignation with the end of the notice period falling on March 31 or thereafter and NAEPI elects to earlier terminate such that the Termination Date is prior to March 31, NAEPI agrees to pay to the Executive the full year bonus under the NAEPI Short Term Bonus Scheme that the Executive would have received had the Executive worked the entirety of the fiscal year, notwithstanding the fact that the Executive will not be employed on the date on which the bonus is distributed.

13.2 NAEPI may immediately terminate this Agreement and the employment of the Executive at any time without prior notice and without severance, for the following reasons:

	(a)		death of the Executive; or
	(b)		any reason which constitutes just cause at common law and which shall include:

	(i)		any serious or persistent breach by the Executive of any of the material provisions of this Agreement; or
	(ii)		grave misconduct or wilful neglect in the discharge of his duties.

13.3 In the event of termination of this Agreement pursuant to Clauses 13.1 or 13.2, the Executive shall not be entitled to any severance or compensation, save and except only for any payment required under Clause 13.1, the payment of the pro rata Annual Base Salary earned but unpaid for services rendered up to and including the Termination Date, plus any accrued and unused vacation and properly incurred and reimbursable expenses.

13.4 NAEPI may, for any reason other than just cause, immediately terminate the Executive’s employment and this Agreement and shall pay the Executive within ten (10) days of the Termination Date:

	(a)		the pro rata Annual Base Salary earned but unpaid for services rendered up to the Termination Date, accrued and unused vacation and properly incurred and reimbursable expenses; and
	(b)		a payment equal to 90% of the target bonus set for the Executive under the then NAEPI Short Term Bonus Scheme multiplied by the number of days in the current fiscal year prior to the Termination Date, divided by three hundred and sixty five (365).

     In addition, and subject to Clauses 13.6 and 13.7, NAEPI shall pay the Executive within ten (10) days of the Termination Date, a retiring allowance equal to one and a quarter (1^1/4) times the Executive’s then Annual Base Salary.

13.5 In the event of termination of this Agreement pursuant to Clause 13.4 and if the Termination Date is after the conclusion of NAEPI’s fiscal year but prior to the payout by NAEPI of bonuses under the NAEPI Short Term Bonus Scheme, NAEPI further agrees to pay to the Executive any bonus earned and owing to him under the NAEPI Short Term Bonus Scheme for the fiscal year prior to the Termination Date.

13.6 The above payments in Clauses 13.4 and 13.5 shall be subject to required withholdings and return by the Executive of all of the NACG Group’s property, and in exchange for the payments the Executive agrees to sign and provide to the NACG Group a full and final release with respect to his employment and the termination of his employment and this Agreement.

13.7 If, upon termination of this Agreement and the cessation of the Executive’s employment and regardless of the reason, the Executive is a director or officer of any of the entities in the NACG Group, the Executive agrees to immediately resign as a director or officer.

13.8 The Executive acknowledges that the group benefits as described in Schedule 2 of this Agreement, provincial health care and long-term disability all cease as of the Termination Date, regardless of the reason for cessation of employment. The Executive understands and agrees that the NAEPI Group has no liability for any damages the Executive and his family may suffer as a result of the cessation of benefits on the Termination Date.

14. RESTRICTIVE COVENANTS AFTER TERMINATION OF EMPLOYMENT

14.1 The Executive expressly agrees that, at any time for two (2) years after the termination of this Agreement and the cessation of the Executive’s employment, regardless of the reason for cessation of employment, the Executive shall not, directly or indirectly solicit, interfere with or endeavour to entice away from NAEPI any person who is an employee or consultant of the NAEPI Group provided that this Clause will not restrict the Executive from employing or causing to be employed an employee or consultant of the NAEPI Group, who applies for a position outside NAEPI of his/her own accord and without any input or interaction, either directly or indirectly, with the Executive before the application is made.

15. PRIVACY

15.1 The Executive consents that:

	(a)		the personal data relating to the Executive may be maintained and stored by NAEPI electronically or in any other form; and
	(b)		the personal data relating to the Executive may be freely transferred and shared between NAEPI and the entities in the NAEPI Group irrespective of where the offices of such entities are physically located.

15.2 The Executive acknowledges and agrees that NAEPI has the right to collect, use and disclose the Executive’s personal information for purposes relating to the Executive’s employment with NAEPI, including:

	(a)		ensuring that the Executive is paid for the services performed for NAEPI;
	(b)		administering any benefits to which the Executive is or may become entitled to, bonus and/or rights to NAEPI common shares. This shall include the disclosure of the

Executive’s personal information to any insurance company and/or broker or to any entity that manages or administers the benefits or bonus on behalf of NAEPI;

	(c)		compliance with any regulatory reporting and withholding requirements relating to the Executive’s employment, including required disclosure to shareholders;
	(d)		enforcing NAEPI’s policies including those relating to the proper use of the electronic communications network and to comply with applicable laws; and
	(e)		in the event of a possible sale of NAEPI or any entity in the NAEPI Group, disclosing to any potential acquiring organization the Executive’s personal information solely for the purpose of determining the value of the NAEPI Group and their assets and liabilities and to evaluate the Executive’s position in NAEPI. If the Executive’s personal information is disclosed to any potential acquiring organization, NAEPI will require the potential acquiring organization to agree to protect the privacy of the Executive’s personal information in a manner that is consistent with any policy of NAEPI dealing with privacy that may be in effect from time to time and/or any applicable law that may be in effect from time to time.

16. GENERAL

16.1 NAEPI and the Executive consider the covenants, obligations and restrictions in this Agreement to be reasonable in all circumstances of the engagement.

16.2 Each and every covenant, obligation and restriction and each and every part of this Agreement shall be deemed to be severable and an independent covenant, obligation or restriction unless it would defeat the purpose of this Agreement.

16.3 This Agreement shall be governed by and interpreted in accordance with the laws of the province of Alberta and the parties hereby attorn to the jurisdiction of the courts of the province of Alberta.

16.4 Any waiver by either party of any breach or non-observance of this Agreement will not be deemed to be a waiver of any other breach or any other non-observance.

17. ALTERNATIVE DISPUTE RESOLUTION

17.1 Unless a party to this Agreement has complied with Clauses 17.2 to 17.5, that party may not commence court proceedings or arbitration relating to any dispute arising from this Agreement except where that party seeks urgent interlocutory relief in which case that party need not comply with this Clause before seeking such relief. Where a party to this Agreement fails to comply with Clauses 17.2 to 17.5, the other party to the Agreement need not comply with this Clause before referring the dispute to arbitration or commencing Court proceedings relating to that dispute.

17.2 All questions or differences whatsoever which at any time may arise between the parties or their respective representative with respect to this Agreement or to the subject matter of this Agreement or arising out of or in relation thereto and whether as to construction or otherwise will be initially raised with the President or the Executive as the case may require. The President and the Executive will seek within 30 days to resolve the issue and in doing so will act in good faith and use their reasonable best efforts.

17.3 If the dispute is not resolved under Clause 17.2, a party to this Agreement must give written notice to the other party designating as its representative in negotiations relating to the dispute a person

 

with authority to settle the dispute and the other party must promptly give notice in writing to the other party designating as its representative in negotiations relating to the dispute a person with similar authority.

17.4 The designated persons must, within 14 days of the last designation required by Clause 17.3, following whatever investigations each deems appropriate, seek to resolve the dispute.

17.5 If the dispute is not resolved within the following 14 days (or within such further period as the representatives may agree is appropriate) the parties must attempt to settle the dispute by the process of mediation. Within a further period of 14 days the parties must select a mediator from a list of three names of mediators (who hold the Chartered Mediation designation, awarded by the ADR Institute of Canada) provided by the Alberta Arbitration & Mediation Society, and the mediation must be conducted in good faith and in accordance with procedures for the mediation of commercial disputes generally in Canada and specifically in Alberta.

17.6 The purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this Clause is to attempt to settle the dispute between the parties. No party may use directly or indirectly any information or documents obtained through the dispute resolution process established by this Clause for any other purpose than in an attempt to settle a dispute between that party and other parties to this Agreement.

17.7 If the time established by or agreed under Clause 17.5 for agreement on a dispute resolution process expires, any party which has complied with the provisions of Clauses 17.2 to 17.5 may in writing terminate the dispute resolution process provided for in those Clauses and may then refer the dispute to arbitration or commence Court proceedings relating to the dispute.

18. NOTICES

18.1 Any notice to be given under this Agreement must be in writing and may be left at or sent by prepaid registered mail or by facsimile addressed, in the case of NAEPI, to its registered office or principal place of business for the time being and in the case of the Executive delivered personally or to his last known place of residence or business. Any notice given by post will be deemed to have been served at the expiration of 48 hours after posting and any notice given by facsimile will be deemed to have been received when the facsimile transmission has been complete.

19. SURVIVAL

19.1 The provisions of Clauses 12, 13, 14, 15, 16, 17, and 18 and the Executive’s fiduciary obligations shall survive the termination of this Agreement and the cessation of the Executive’s employment, regardless of the reason for such cessation.

20. LEGAL FEES

20.1 NAEPI will bear and is responsible for the reasonable legal fees incurred by the Executive only in connection with the execution of this Agreement.

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