COBRA OIL & GAS COMPANY EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.1
COBRA
OIL & GAS COMPANY
THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between Cobra Oil
& Gas Company., a Nevada corporation and its affiliated companies
(collectively referred to as the “Company"), and Massimiliano
Pozzoni(“Executive”). Unless otherwise indicated, all references to Sections are
to Sections in this Agreement. This Agreement is effective as of the “Effective
Date” set forth in Section 14 below.
W
I T N E
S S E T H:
WHEREAS,
the Company desires to obtain the services of Executive, and Executive desires
to be employed by the Company upon the terms and conditions hereinafter set
forth;
NOW,
THEREFORE, in consideration of the premises, the agreements herein contained
and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as of the date hereof as follows:
1.
Employment. The Company hereby agrees to employ Executive, and Executive hereby
agrees to serve the Company, as it’s President (“Employment”) for a period of
one (1) year beginning on the Effective Date. This Agreement is renewable upon
the mutual written consent of the parties.
2.
Scope
of Employment. During the Employment, Executive will serve as President. In
that
connection, Executive will (i) devote his attention, and energies to the
business of the Company and will diligently and to the best of his ability
perform all duties incident to his employment hereunder including, but not
limited to, carrying out the exploration program and securing financing; (ii)
use his best efforts to promote the interests and goodwill of the Company;
and
(iii) perform such other duties commensurate with his office as the Board of
Directors of the Company may from time-to-time assign to him.
3.
Compensation and Benefits During Employment. During the Employment, the Company
shall provide compensation to Executive as follows.
(a)
The
Company shall pay Executive $10,000 per month in equal monthly installments.
Executive shall be responsible for the payment of all taxes to the Internal
Revenue Service as well as any and other taxes payable in the United States
or
any other country. Executive indemnifies the Company with respect to the payment
of any and all taxes owing and due from Executive’s compensation.
(b)
The
Company shall reimburse Executive for business expenses incurred by Executive
in
connection with the Employment in accordance with the Company’s then-current
policies.
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(c)
Executive will be entitled to participate in any health insurance or other
employee benefit plan which the Company may adopt in the future.
(d)
Executive will be entitled to five (4) weeks of vacation per year.
(e)
Executive will be entitled to participate in any incentive program or
discretionary bonus program of the Company which may be implemented in the
future by the Board of Directors.
(f)
Executive will be entitled to participate in any stock option plan of the
Company which may be approved in the future by the Board of
Directors.
Any
act,
or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be done, by Executive in
good
faith and in the best interests of the Company and thus shall not be deemed
grounds for Termination for Cause.
4.
Confidential Information.
(a)
Executive acknowledges that the law provides the Company with protection for
its
trade secrets and confidential information. Executive will not disclose,
directly or indirectly, any of the Company’s confidential business information
or confidential technical information to anyone without authorization from
the
Company’s management. Executive will not use any of the Company’s confidential
business information or confidential technical information in any way, either
during or after the Employment with the Company, except as required in the
course of the Employment.
(b)
Executive will strictly adhere to any obligations that may be owed to former
employers insofar as Executive’s use or disclosure of their confidential
information is concerned.
(c)
Information will not be deemed part of the confidential information restricted
by this Section 4 if Executive can show that: (i) the information was in
Executive’s possession or within Executive’s knowledge before the Company
disclosed it to Executive; (ii) the information was or became generally known
to
those who could take economic advantage of it; (iii) Executive obtained the
information from a party having the right to disclose it to Executive without
violation of any obligation to the Company, or (iv) Executive is required to
disclose the information pursuant to legal process (e.g., a subpoena), provided
that Executive notifies the Company immediately upon receiving or becoming
aware
of the legal process in question. No combination of information will be deemed
to be within any of the four exceptions in the previous sentence, however,
whether or not the component parts of the combination are within one or more
exceptions, unless the combination itself and its economic value and principles
of operation are themselves within such an exception or exceptions.
(d)
All
originals and all copies of any drawings, blueprints, manuals, reports, computer
programs or data, notebooks, notes, photographs, and all other recorded,
written, or printed matter relating to research, manufacturing operations,
or
business of the Company made or received by Executive during the Employment
are
the property of the Company. Upon Termination of the Employment, whether or
not
for Cause, Executive will immediately deliver to the Company all property of
the
Company which may still be in Executive’s possession. Executive will not remove
or assist in removing such property from the Company’s premises under any
circumstances, either during the Employment or after Termination thereof, except
as authorized by the Company’s management.
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5.
Ownership of Intellectual Property.
(a)
The
Company will be the sole owner of any and all of Executive’s Inventions that are
related to the Company’s business, as defined in more detail below.
(b)
For
purposes of this Agreement, “Inventions” means all inventions, discoveries, and
improvements (including, without limitation, any information relating to
manufacturing techniques, processes, formulas, developments or experimental
work, work in progress, or business trade secrets), along with any and all
other
work product relating thereto.
(c)
An
Invention is “related to the Company’s business” (“Company-Related Invention”)
if it is made, conceived, or reduced to practice by Executive (in whole or
in
part, either alone or jointly with others, whether or not during regular working
hours), whether or not potentially patentable or copyrightable in the U.S.
or
elsewhere, and it either: (i) involves equipment, supplies, facilities, or
trade
secret information of the Company; (ii) involves the time for which Executive
was or is to be compensated by the Company; (iii) relates to the business of
the
Company or to its actual or demonstrably anticipated research and development;
or (iv) results, in whole or in part, from work performed by Executive for
the
Company.
(d)
Executive will promptly disclose to the Company, or its nominee(s), without
additional compensation, all Company-Related Inventions.
(e)
Executive will assist the Company, at the Company’s expense, in protecting any
intellectual property rights that may be available anywhere in the world for
such Company-Related Inventions, including signing U.S. or foreign patent
applications, oaths or declarations relating to such patent applications, and
similar documents.
(f)
To
the extent that any Company-Related Invention is eligible under applicable
law
to be deemed a “work made for hire,” or otherwise to be owned automatically by
the Company, it will be deemed as such, without additional compensation to
Executive. In some jurisdictions, Executive may have a right, title, or interest
(“Right,” including without limitation all right, title, and interest arising
under patent law, copyright law, trade-secret law, semiconductor chip protection
law, or otherwise, anywhere in the world, including the right to ▇▇▇ for present
or past infringement) in certain Company-Related Inventions that cannot be
automatically owned by the Company. In that case, if applicable law permits
Executive to assign Executive’s Right(s) in future Company-Related Inventions at
this time, then Executive hereby assigns any and all such Right(s) to the
Company, without additional compensation to Executive; if not, then Executive
agrees to assign any and all such Right(s) in any such future Company-Related
Inventions to the Company or its nominee(s) upon request, without additional
compensation to Executive.
(g)
To
the extent that Executive retains any so-called “moral rights” or similar rights
in a Company-Related Invention as a matter of law, Executive authorizes the
Company or its designee to make any changes it desires to any part of that
Company-Related Invention; to combine any such part with other materials; and
to
withhold Executive’s identity in connection with any business operations
relating to that Company-Related Invention; in any case without additional
compensation to Executive.
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6.
Legal
Fees and Expenses. In the event of a lawsuit, arbitration, or other
dispute-resolution proceeding between the Company and Executive arising out
of
or relating to this Agreement, the prevailing party, in the proceeding as a
whole and/or in any interim or ancillary proceedings (e.g., opposed motions,
including without limitation motions for preliminary or temporary injunctive
relief) will be entitled to recover its reasonable attorneys’ fees and expenses
unless the court or other forum determines that such a recovery would not serve
the interests of justice.
7.
Successors.
(a)
This
Agreement shall inure to the benefit of and be binding upon (i) the Company
and
its successors and assigns and (ii) Executive and Executive’s heirs and legal
representatives, except that Executive’s duties and responsibilities under this
Agreement are of a personal nature and will not be assignable or delegable
in
whole or in part.
(b)
The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would
be
required to perform it if no such succession had taken place. As used in this
Agreement, "the Company" shall mean the Company as hereinbefore defined and
any
successor to its business and/or assets as aforesaid which assumes and agrees
to
perform this Agreement by operation of law, or otherwise.
8.
Arbitration.
(a)
Except as set forth in paragraph (b) of this Section 8 or to the extent
prohibited by applicable law, any dispute, controversy or claim arising out
of
or relating to this Agreement will be submitted to binding arbitration before
a
single arbitrator in accordance with the National Rules for the Resolution
of
Employment Disputes of the American Arbitration Association in effect on the
date of the demand for arbitration. The arbitration shall take place before
a
single arbitrator, who will preferably but not necessarily be a lawyer but
who
shall have at least five years’ experience in working in or with mining
companies. Unless otherwise agreed by the parties, the arbitration shall take
place in the city in which Executive’s principal office space is located at the
time of the dispute or was located at the time of Termination of the Employment
(if applicable). The arbitrator is hereby directed to take all reasonable
measures not inconsistent with the interests of justice to expedite, and
minimize the cost of, the arbitration proceedings.
(b)
To
protect inventions, trade secrets, or other confidential information of Section
4 the Company may seek temporary, preliminary, and/or permanent injunctive
relief in a court of competent jurisdiction, in each case, without waiving
its
right to arbitration.
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(c)
At
the request of either party, the arbitrator may take any interim measures s/he
deems necessary with respect to the subject matter of the dispute, including
measures for the preservation of confidentiality set forth in this Agreement.
(d)
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction.
9.
Indemnification.
(a)
Company shall to the full extent permitted by law or as set forth in the
Articles of Incorporation, and any future amendments, and the Bylaws of the
Company, indemnify, defend and hold harmless Executive from and against any
and
all claims, demands, liabilities, damages, losses and expenses (including
attorney's fees, court costs and disbursements) arising out of the performance
of duties hereunder except in the case of willful misconduct.
(b)
Executive shall indemnify the Company with respect to the payment of any and
all
taxes owed under this Agreement.
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10.
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Termination
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This
Agreement and the employment relationship created hereby will terminate (i)
upon
the death or disability of Executive under Section 10 (a) or 10(b); (ii) with
cause under Section 10 (c); (iii) for good reason under Section 10 (d); or
(iv)
without cause under Section 10(e).
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(a)
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Disability.
Company
shall have the right to terminate the employment of Executive under
this
Agreement for disability in the event Executive suffers an injury,
illness, or incapacity of such character as to substantially disable
him
from performing his duties without reasonable accommodation by Executive
hereunder for a period of more than thirty (30) consecutive days
upon
Company giving at least thirty (30) days written notice of termination.
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(b)
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Death.
This
agreement will terminate on the Death of the
Executive.
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(c)
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With
Cause.
Company may terminate this Agreement at any time because of (i)
Executive’s material breach of any term of the Agreement, (ii) the
determination by the Board of Directors in the exercise of its reasonable
judgment that Executive has committed an act or acts constituting
a felony
or other crime involving moral turpitude, dishonesty or theft or
fraud; or
(iii) Executive’s negligence in the performance of his duties
hereunder.
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(d)
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Good
Reason.
The Executive may terminate his employment for “Good Reason” by giving
Company ten (10) days written notice
if:
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(i) he
is
assigned, without his express written consent, any duties materially
inconsistent with his positions, duties, responsibilities, or status with
Company as of the date hereof, or a change in his reporting responsibilities
or
titles as in effect as of the date hereof;
(ii) his
compensation is reduced; or
(iii) Company
does not pay any material amount of compensation due hereunder and then fails
either to pay such amount within the ten (10) day notice period required for
Termination hereunder or to contest in good faith such notice. Further, if
such
contest is not resolved within thirty (30) days, Company shall submit such
dispute to arbitration under Section 9.
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(e)
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Without
Cause.
Company
may terminate this Agreement without
cause.
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11.
Obligations of Company Upon Termination.
(a)
In
the event of the termination of Executive’s employment pursuant to Section 11
(a), (b) or (c), Executive will be entitled only to the compensation earned
by
him hereunder as of the date of such termination (plus life insurance or
disability benefits).
(b) In
the
event of the termination of Executive’s employment pursuant to Section 10 (d) or
(e), Executive will be entitled to receive as severance pay, an amount equal
to
the monthly compensation provided for in Section 3(a) multiplied by a factor
of
three (3) in addition to all payments of salary earned through the date of
termination in one lump sum.
12.
Other
Provisions.
(a)
All
notices and statements with respect to this Agreement must be in writing.
Notices to the Company shall be delivered to the Chairman of the Board or any
vice president of the Company. Notices to Executive may be delivered to
Executive in person or sent to Executive’s then-current home address as
indicated in the Company’s records.
(b)
This
Agreement sets forth the entire agreement of the parties concerning the subjects
covered herein; there are no promises, understandings, representations, or
warranties of any kind concerning those subjects except as expressly set forth
in this Agreement.
(c)
Any
modification of this Agreement must be in writing and signed by all parties;
any
attempt to modify this Agreement, orally or in writing, not executed by all
parties will be void.
(d)
If
any provision of this Agreement, or its application to anyone or under any
circumstances, is adjudicated to be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability will not affect any other
provision or application of this Agreement which can be given effect without
the
invalid or unenforceable provision or application and will not invalidate or
render unenforceable such provision or application in any other
jurisdiction.
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(e)
This
Agreement will be governed and interpreted under the laws of the United States
of America and the laws of the State of New York as applied to contracts made
and carried out in New York by residents of New York.
(f)
No
failure on the part of any party to enforce any provisions of this Agreement
will act as a waiver of the right to enforce that provision.
(g)
Section headings are for convenience only and shall not define or limit the
provisions of this Agreement.
(h)
This
Agreement may be executed in several counterparts, each of which is an original.
It shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts. A copy of this
Agreement signed by one party and faxed to another party shall be deemed to
have
been executed and delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for all
purposes.
(i)
If
the company stock (TNEN.OB) trades at the average price of over $2 or more
per
share during a minimum period of 30 calendar days, executive shall be entitled
to review of employment agreement.
13.
Summary of Terms of Employment
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Effective
Date
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June
5th,
2008
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Term
|
One
year, renewable
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Office
/ Position
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President
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Salary
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$10,000
per month
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This
Agreement contains provisions requiring binding arbitration of disputes. By
signing this Agreement, Executive acknowledges that he or she (i) has read
and
understood the entire Agreement; (ii) has received a copy of it (iii) has had
the opportunity to ask questions and consult counsel or other advisors about
its
terms; and (iv) agrees to be bound by it.
Executed
to be effective as of the Effective Date.
Cobra
Oil
& Gas Company
By:
/s/
Massimiliano Pozzoni
Name:
Massimiliano Pozzoni
Title:
President
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