EMPLOYMENT AGREEMENT BETWEEN KAL Energy Inc. (and its subsidiaries and affiliates) AND Jorge Nigaglioni
EXHIBIT
10.2
BETWEEN
(and
its subsidiaries and affiliates)
AND
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
This
Employment Agreement (the “Agreement”) is entered into on 1
October
2008 and retroactively effective as of 1 June 2008 (the “Effective Date”) by and
between KAL Energy, Inc., a Delaware corporation (“KAL”) and its subsidiaries
(collectively the “Company”), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the
“Executive”).
RECITALS
The
Company desires to employ the Executive pursuant to the terms and conditions
set
forth in this Agreement and the Executive desires to be employed by the Company
pursuant to the terms and conditions of this Agreement.
NOW
THEREFORE, the parties agree as follows:
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1)
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Employer.
The employer shall be the subsidiary of the Company that is registered
in
the country in which the Executive will perform his duties as noted
in
Section 4 (the “Operating Company”). For purposes of this agreement, the
Operating Company is PT Kubar Resources, an Indonesian company. KAL
is a
United Stated publicly listed company and as such it has requirements
from
key executives hired by its subsidiaries.
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2)
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Employment
Period.
Subject to the terms and conditions of this Agreement, the Company
hereby
agrees to employ the Executive during the Employment Period (as defined
below) and the Executive hereby agrees to remain in the employ of
the
Company and to provide services during the Employment Period in accordance
with this Agreement. The Employment Period shall be the period beginning
on the Effective Date and ending on the second anniversary
thereof, unless terminated sooner as provided
herein.
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3)
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Duties.
The Executive agrees that during the Employment Period while the
Executive
is employed by the Company, the Executive will devote one hundred
percent
(100%) of the Executive’s full business time, energies and talents to
serving as the Chief Financial Officer of the Company. The Executive
will
provide services for the Company at the direction of the Chief Executive
Officer (CEO), which services will be consistent with those of the
Chief
Financial Officer of similarly situated companies of a similar size
and
whose business is similar in nature to the Company. Consistent with
the
above, the Executive shall have such duties and responsibilities
as may be
assigned to the Executive from time to time by the CEO, shall perform
all
duties assigned to the Executive faithfully and efficiently, subject
to
the direction of the CEO, and shall have such authorities and powers
as
are required to carry out the duties and responsibilities assigned.
Notwithstanding the foregoing, during the Employment Period, the
Executive
may devote reasonable time to activities other than those required
under
this Agreement, including activities involving professional, charitable,
educational, religious and similar activities to the extent such
activities do not, in the reasonable judgment of the CEO, inhibit,
prohibit, interfere with or conflict with the Executive’s duties under
this Agreement or conflict in any material way with the business
of the
Company and/or any of its Affiliates.
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4)
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Work
Location.
The Executive shall normally render his services at the Company’s
executive offices located in Jakarta, Indonesia except for required
travel
on Company business, which the Executive acknowledges may be substantial.
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5)
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Compensation
and Benefits.
Subject to the terms and conditions of this Agreement, during the
Employment Period, the Company shall compensate the Executive for
the
Executive’s services as follows:
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a)
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Salary.
Commencing on the Effective Date and continuing for the Employment
Period,
the Executive shall be compensated at an annual rate of US $180,000
(the
“Annual Base Salary”), which shall be payable in accordance with the
normal payroll practices of the Company. The Executive’s performance and
compensation will be reviewed
annually.
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b)
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Bonus.
To the extent that an Incentive Bonus Plan is approved and implemented
by
the Board, The Executive shall be entitled to participate in the
Plan in
accordance with the terms and conditions of the Plan, which will
be
determined at the sole discretion of the Board. Awards pursuant to
any
Incentive Bonus Plan shall be performance based and shall be tied
to
improvement in the Company’s return on capital employed or other
measurements or key performance indicators mutually agreed between
the CEO
and The Executive.
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c)
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Stock
Incentive Program.
The Executive is eligible to be granted stock based compensation
in
accordance with the terms and conditions of the KAL Energy Stock
Incentive
Plan Prospectus, as may be varied by The Company from time to
time.
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d)
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Work
Schedule and Hours.
The Executive is expected to work the hours necessary to meet job
responsibilities, irrespective of evenings or weekends.
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e)
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Travel.
Business travel for the Executive will be based on the travel policy
of
KAL Energy Inc., as it may be varied from time to time. The Company
will
meet the cost of a return economy class air ticket on the most direct
route and of local travel to the Point of Hire of Santa Rosa, California
for one period of annual leave at the end of each twelve month period
of
service and one way to the Executive’s Point of Hire at the termination of
this Agreement, regardless of the nature of the termination. An equivalent
amount will be paid in cash should The Executive wish to travel to
a
location other than Point of Hire.
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f)
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Annual
Leave.
The Executive shall be entitled to take 20 days of paid time off
(“AL”)
each year. Any earned but unused AL shall be accrued and may be used
by
the Executive in any subsequent year up to a maximum accrual of 30
days.
Upon termination of his employment for any reason, the Executive
shall
receive pay for all earned but unused AL, calculated at his base
salary
rate in effect at the time of termination.
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g)
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Holiday
Pay.
The Company shall provide the Executive with holiday pay as provided
by
the Company to its other executive employees of comparable
stature.
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h)
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Insurance.
The Executive will be insured under a Company sponsored Health Insurance
and Emergency Medevac Policy, Travel Policy, and Workers Compensation
Policy. The Executive will also be covered under the Company’s Directors’
and Officers” (D&O) Insurance Policy in respect of those liabilities
which he may incur as a director or officer of the
Company.
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i)
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Pension/Superannuation.
The Company shall contribute on a monthly basis to
either:
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i)
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the
Executive’s personal pension scheme comprised within the Company-sponsored
group personal pension arrangement; or
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ii)
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at
the written request of the Executive, to any personal pension scheme
previously nominated by the Executive to the Company in
writing,
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at
the
minimum rate required to satisfy the mandatory regulatory requirements of the
Executive’s country of tax residence.
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j)
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Accommodation
and Transportation Allowance.
Whilst residing in Jarkata, Indonesia, the Company shall provide
and
maintain rental accommodation, local transportation, and a driver
as per
normal and accepted expatriate policies within the industry. The
Executive
must obtain the approval of the Board Remuneration Committee prior
to
executing or renewing a lease on The Executive’s Company residence. Any
furniture and/or fixtures acquired on consignment by The Company
to
furnish The Executive’s Company residence shall belong to the
Company.
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k)
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Relocation/Resettlement
Expense. The
Company will cover all reasonable relocation and resettlement expenses,
including but not limited to preview trips, moving of household items
to
the Work Location, payment for tax return preparation in the Point
of Hire
location, and transportation of authorized accompanying dependants
to the
Work Location.
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l)
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Business
Expense Reimbursement.
The Executive shall be reimbursed by the Company, on terms and conditions
that are substantially similar to those that apply to other similarly
situated senior management employees of the Company, for reasonable
out-of-pocket expenses for entertainment, travel, meals, lodging
and
similar items that are consistent with the Company’s expense reimbursement
policy and actually incurred by the Executive in the promotion of
the
Company’s business.
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6)
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Termination;
Rights and Payments Upon Termination.
The Executive’s right to benefits and payments, if any, for periods
after the date on which the Executive’s employment with the Company
terminates (the “Termination Date”) as described in this Section 6 shall
be determined in accordance with this Section 6 and payable in accordance
with the normal payroll practices of the Company. During the time
that
Severance Salary (if any), as set forth in paragraphs 6(c), (d) and
(e),
is being paid, if the Executive is not otherwise employed and receiving
medical, dental, life insurance and disability insurance benefits
(“Benefits”), the Executive shall be provided, at no expense to him and
with no reduction to his Severance Salary, with Benefits to the same
extent and on the same terms as Benefits are then provided by the
Company
to executives employed by the Company or its
affiliates.
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a)
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Minimum
Payments.
If the Termination Date occurs for any reason, the Executive shall
be entitled to the following payments, in addition to any payments
or
benefits to which Executive may be entitled under the following provisions
of this Section 6 (other than this Section 6(a)) or the express terms
of
any employee benefit plan or as required by
law:
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i)
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The
Executive’s earned but unpaid Annual Base Salary for the period ending on
the Executive’s Termination Date;
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ii)
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Incentive
Bonus for the prior fiscal year, if any, in the event that the Termination
Date occurs after the end of a fiscal year, but before the Incentive
Bonus
is actually paid; and
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iii)
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The
Executive’s unreimbursed business expenses and all other items earned and
owed to the Executive through and including all benefits which have
vested
as of the Termination Date.
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Payments
to be made to the Executive pursuant to this Section 6(a) shall be made within
30 days after the Termination Date. Except as may be otherwise expressly
provided to the contrary in this Agreement or as otherwise provided by law,
nothing in this Agreement shall be construed as requiring the Executive to
be
treated as employed by the Company following the Termination Date for purposes
of any employee benefit plan or arrangement in which the Executive may
participate at such time.
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b)
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Termination
By The Company for Cause.
If the Termination Date occurs as a result of the Company’s
termination of the Executive’s employment for Cause, then, except as
described in Section 6(a) or as agreed in writing between the Executive
and the Company, the Executive shall not be entitled to further benefits
or Severance Salary beyond the termination
date.
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c)
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Termination
for Death or Disability.
If the Termination Date occurs as a result of the Executive’s death
or Disability, then, except as described in Section 6(a) or as agreed
in
writing between the Executive and the Company, the Executive (or
in the
event of the Executive’s death, the Executive’s estate) shall be entitled
to the payment of Severance Salary (as defined in Section 6(g) below
and
payable in accordance with Section 5(a)) for three months immediately
following such Termination Date. The Company’s obligations under
this Section 6(c) shall be reduced by any benefit that the Executive
or
the Executive’s estate, as applicable, may receive from insurance provided
by the Company for the Executive.
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d)
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Terminations
by the Executive for Good Reason.
If the Termination Date occurs as a result of the Executive’s
termination of employment for Good Reason, then, unless otherwise
agreed
in writing between the Executive and the Company, the Executive shall
be
entitled to payment of Severance Salary (payable in accordance with
Section 5(a)) for a period of six months following such Termination
Date.
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Should
the termination occur pursuant to this Section 6(d) by the Executive for Good
Reason due to a Change in Control, the Executive must exercise such right to
terminate prior to, or concurrently with, the closing of the transaction that
is
the cause of such Change in Control. Upon the Company’s receipt of an
offer relating to a Change in Control, which the Company is willing to accept,
the Company shall immediately give the Executive notice in writing that the
Company intends to accept the offer and submit concurrently therewith a copy
of
all of the documents embodying the offer and make a full disclosure of all
details of the offer. The Company shall also immediately submit a copy of all
of
the documents embodying any changes thereafter made to the offer and make a
full
disclosure of all details of such changes.
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e)
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Termination
Due to Performance.
If the Termination Date occurs as a result of Executive’s failure to
satisfactorily perform his substantive duties under this Agreement,
then,
except as described in Section 6(a) or as agreed in writing between
the
Executive and the Company, the Executive shall have no right to payments
or benefits under this Agreement, and the Company shall have no obligation
to make any such payments or provide any such benefits, for periods
after
the Termination Date, provided however that, for a termination under
this
provision, the Executive shall have 30 days after receipt of written
notification from the Company of such unsatisfactory performance
to cure
the same. The written notice shall specify the unsatisfactory performance
and identify what the Company considers to be the
cure.
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f)
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Termination
for Voluntary Resignation, Mutual Agreement or Other
Reasons.
If the Termination Date occurs as a result of the Executive’s
voluntary resignation, the mutual agreement of the parties, or any
reason
other than those specified in paragraphs (b), (c), (d) or (e) above,
then,
except as described in Section 6(a) or as agreed in writing between
the
Executive and the Company, the Executive shall have no right to payments
or benefits under this Agreement, and the Company shall have no obligation
to make any such payments or provide any such benefits, for periods
after
the Termination Date.
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g)
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Definitions.
For purposes of this
Agreement:
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i)
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“Affiliate”
shall mean any Person (as defined in Section 6(g) below) that directly,
or
indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, such Person. For purposes of
this definition, “control” of a Person shall mean the power, direct or
indirect, to (A) vote or direct the voting of 51% or more of the
voting
rights of such Person, or (B) direct or cause the direction of the
management or policies of such Person, as
applicable;
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ii)
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“Cause”
shall mean:
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(1)
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The
Executive’s dishonesty, fraud or misconduct regarding the Company, the
Executive’s duties to the Company or with representatives of the Company;
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(2)
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The
Executive’s breach of a material provision of this Agreement. The
Executive shall have 30 days after receipt of written notification
from
the Company of such breach to cure the same. The written notice shall
specify the alleged breach and identify what the Company considers
to be
the cure;
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(3)
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The
Executive’s conviction of a felony crime; or
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(4)
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The
Executive’s chronic alcohol abuse or illegal drug
abuse.
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iii)
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“Change
in Control” shall mean a change in the beneficial ownership of the voting
stock of the Company that occurs as
follows:
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(1)
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any
Person other than the Company or its Affiliates, any entity owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of
the
Company, or any trustee or other fiduciary holding securities under
an
employee benefit plan of the Company or its subsidiaries or such
proportionately owned Partnership) becomes through acquisitions of
securities of the Company the “beneficial owner” (as defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of securities of the Company representing
51% or
more of the combined voting power of the then outstanding securities
of
the Company having the right to vote for the election of
directors;
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(2)
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the
stockholders of the Company approve a merger or consolidation of
the
Company with any Partnership that is not an Affiliate of the Company,
other than (I) a merger or consolidation which would result in the
voting
securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted
into
voting securities of the surviving entity) 51% or more of the combined
voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation,
or (II)
a merger or consolidation effected to implement a recapitalization
of the
Company (or similar transaction) in which no Person acquires 51%
or more
of the then outstanding securities of the Company having the right
to vote
for the election of directors; or
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(3)
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the
stockholders of the Company approve an agreement with any Partnership
that
is not an Affiliate of the Company providing for the sale or disposition
by the Company of all or substantially all of the assets of the Company
(or any transaction having a similar
effect).
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iv)
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“Good
Reason” shall mean the occurrence of any of the following: (A) the
assignment to the Executive of duties that are materially inconsistent
with the Executive’s duties described in Section 2, including, without
limitation, a material diminution or reduction in the Executive’s office
or responsibilities or a reduction in the Executive’s rate of Annual Base
Salary, bonus or other compensation or a change in the Executive’s
reporting relationship (provided that the Company shall have 30 days
after
receipt of written notification from the Executive of any such action
to
cure the same), (B) the occurrence of a Change in Control pursuant
to
which the Executive is not employed by the surviving entity, (C)
the
Company’s breach of a material provision of this Agreement (provided that
the Company shall have 30 days after receipt of written notification
from
the Executive of such breach to cure the same), or (D) the Company
becomes
insolvent or unable to pay its debts as they become due or the
stockholders of the Company approve a plan of complete liquidation
of the
Company;
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v)
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“Disability”
shall mean the inability of the Executive to continue to perform
the
Executive’s duties under this Agreement on a full-time basis as a result
of mental or physical illness, sickness or injury for a period of
90
calendar days within any 12-month period, as determined in the sole
discretion of the Board;
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vi)
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“Person”
shall mean an individual or a Partnership, association, partnership,
joint
venture, organization, business, individual, trust, or any other
entity or
organization, including a government or any subdivision or agency
thereof;
and
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vii)
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“Severance
Salary” shall mean the Executive’s current Annual Base Salary, as such
amount may be prorated for the number of months such salary is
payable
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Notwithstanding
any other provision of this Agreement, the Executive shall automatically cease
to be an officer of the Company and its Affiliates as of the Executive’s
Termination Date and, to the extent permitted by applicable law, any and all
monies that the Executive owes to the Company shall be repaid to the extent
possible, through deduction of such amounts from any post-termination payments
owed to the Executive pursuant to this Agreement. Notwithstanding any
other provision of this Agreement, the Company may suspend the Executive from
performing the Executive’s duties under this Agreement; provided, however, that
during the period of suspension (which shall end no later than the Executive’s
Termination Date), the Executive shall continue to be treated as an employee
of
the Company for other purposes, and the Executive’s rights to compensation or
benefits hereunder shall be in effect.
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7)
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Solicitation
Of Customers and/or Suppliers:
All records of the accounts of customers and/or suppliers, and any
other
books and records relating in any manner whatsoever to the Company’s
customers and/or suppliers, whether prepared by the Executive or
otherwise
coming into his possession, shall be the exclusive property of the
Company. All such books and records shall be immediately returned
to the
Company by the Executive upon any termination of his employment.
Following
the Executive’s Termination Date and throughout the time the Executive
receives payment of Severance Salary (or, in circumstances not requiring
the payment of Severance Salary, for a period of one year following
the
Executive’s Termination Date), the Executive shall not, either directly or
indirectly, participate in the
following:
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a)
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Information.
Make known to any person the names or addresses of any of the customers
and/or suppliers of the Company (and/or its Affiliates) or any other
information pertaining to them; or,
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b)
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Solicitation.
Call on, solicit, or take away, or attempt to call on, solicit, or
take
away any of the Company’s (and/or its Affiliate’s) customers and/or
suppliers on whom the Executive called or with whom he became acquainted
during his employment with the Company, either for himself, or for
any
other person for the purpose of selling them products or services
sold to
them by the Company.
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c)
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Referral.
Refer any person or entity to such customers and/or suppliers for
the
purpose of selling them products or services sold to them by the
Company
(and/or its Affiliates).
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d)
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Solicitation
Of The Company’s Employees:
Solicit, or in any way hire, with or without solicitation, any of
the
Company’s (and/or its Affiliates) employees or independent contractors in
any capacity.
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8)
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Inventions.
Any and all patents, copyrights, trademarks, inventions, discoveries,
developments, or trade secrets developed or perfected by the Executive
during or as the result of his employment with the Company shall
constitute “works for hire” and shall be the sole and exclusive property
of the Company. The Executive shall disclose all such matters to
the
Company, assign all right, title, and interest he may have in them,
and
cooperate with the Company in obtaining and perfecting any patent,
copyright, trademark, or other legal protection.
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9)
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Damages,
Affiliates:
The parties recognize and agree that, the extent of damages to the
Company
in the event of a breach by the Executive of Sections 7 or 8, it
would be
impossible to ascertain and that there is, and will be, available
to the
Company no adequate remedy at law to compensate the Company in the
event
of any such breach. Consequently, the Executive agrees that in the
event
of a breach or threatened breach of such covenant, in addition to
any
other relief to which the Company may be entitled, the Company shall
be
entitled to enforce such provisions by injunctive or other equitable
relief ordered by a court of competent jurisdiction. The Executive
hereby
waives any bond in excess of $1,000 that may be required in connection
with said injunctive relief.
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10)
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Taxation.
All compensation payable under this Agreement shall be subject to
customary withholding taxes and other employment taxes as required
in the
country of employment and the amount of compensation payable hereunder
shall be reduced appropriately to reflect the amount of any required
withholding. Except as specifically required herein, the Company
shall
have no obligation to make any payments to the Executive or to make
the
Executive whole for the amount of any required taxes. The Company
is not
responsible for any home country taxes of the Executive, nor will
it
accept any liability or costs whatsoever that the Executive might
incur
with the government in the country of employment in respect of any
personal foreign earnings. The Executive is currently a tax resident
of
the United States of America. If, as a direct result of the this
agreement, the tax residency of the Executive is altered and results
in a
change to the net compensation of the Executive under this agreement,
the
Company shall either gross up or gross down the Executive’s base salary so
as to ensure net compensation neutrality from the Executive’s
perspective.
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11)
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Applicable
Law.
This Agreement is executed in Singapore, and the laws of that country
shall govern its interpretation and effect.
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12)
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Arbitration.
Any dispute or controversy arising out of or relating to this Agreement,
or any breach of this Agreement, shall be settled by arbitration
to be
held in Singapore. The arbitrator may grant injunctions or other
relief in
such dispute or controversy. The decision of the arbitrator shall
be
final, conclusive, and binding on the parties to the arbitration.
Judgment
may be entered on the arbitrator’s decision in any Court having competent
jurisdiction. The prevailing party shall be entitled to recover from
the
other party all costs and expenses incurred by the prevailing party
in
connection with such arbitration.
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13)
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Notices.
Any notices provided for in this Agreement shall be in writing and
shall
be deemed to have been duly received when delivered in person or
sent by
facsimile transmission, on the first business day after it is sent
by air
express courier service or on the second business day following deposit
in
the registered or certified mail system, return receipt requested,
postage
prepaid and addressed, in the case of the Executive to the most recent
home address reflected in the Company’s records and in the case of the
Company to the following address:
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KAL
Energy, Inc.
World
Trade Center, ▇▇▇▇▇ ▇▇
▇▇.
Jenderal ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇-▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
or
such
other address as either party may have furnished to the other in writing in
accordance herewith, except that a notice of change of address shall be
effective only upon actual receipt.
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14)
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Assignment.
This Agreement shall inure to the benefit of and shall be binding
upon the
successors and assigns of the Company. Since this Agreement is based
upon
the abilities of and personal confidence in the Executive, he shall
have
no right to assign this Agreement or any of his rights hereunder
without
the prior written consent of the
Company.
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15)
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Severability.
If any provision of this Agreement shall be found invalid by any
court of
competent jurisdiction, such findings shall not affect the validity
of any
other provision hereof and the invalid provisions shall be deemed
to have
been severed herefrom.
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16)
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Waiver
of Breach.
The waiver by either the Company or the Executive of a breach of
any
provision of this Agreement shall not operate as or be deemed a waiver
of
any subsequent breach by either the Company or the Executive. Continuation
of payments hereunder by the Company following a breach by the Executive
of any provision of this Agreement shall not preclude the Company
from
thereafter terminating said payments based upon the same violation.
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17)
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Amendment.
This Agreement may be amended or cancelled by mutual Agreement of
the
parties in writing without the consent of any other
person.
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18)
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Construction.
No provision of this Agreement shall be construed against any party
merely
because that party or its/his counsel drafted or revised the provision
in
question.
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19)
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Headings.
The headings in this Agreement are solely for the convenience of
reference
and shall not affect its
interpretation.
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20)
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Counterparts.
This Agreement may be executed in any number of counterparts, each
of
which when so executed and delivered shall be an original, but all
such
counterparts shall together constitute one and the same instrument.
Each
counterpart may consist of a copy hereof containing multiple signature
pages, each signed by one party hereto, but together signed by both
of the
parties hereto.
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21)
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Other
Agreements.
This Agreement contains the entire agreement between the parties
concerning the subject matters herein, and supersedes any and all
prior
and contemporaneous oral and written agreements, including, without
limitation any severance agreements or arrangements between the parties.
No verbal or other statements, inducements, or representations have
been
made to or relied upon by the Executive. The parties have read and
understand this Agreement.
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22)
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Attorney’s
Fees.
In the event suit (or a similar proceeding in arbitration) is brought
to
enforce or interpret any part of this Agreement, the prevailing party
shall be entitled to recover as an element of his costs of suit,
not as
damages, all reasonable attorneys’ fees to be fixed by the court. the
“prevailing party” shall be the party who is entitled to recover his costs
of suit, whether or not the suit proceeds to final judgment. A party
not
entitled to recover his costs shall not recover attorney’s fees. No sum
for attorney’s fees shall be counted in calculating the amount of a
judgment for purposes of determining whether a party is entitled
to
recover his costs or attorney’s
fees.
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23)
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Legal
Representation.
Each party is represented by its own separate legal counsel. Each
party
declares that, prior to the execution of this Agreement, they apprised
themselves of sufficient relevant data, through counsel or through
other
sources of its selection, in order that it might intelligently exercise
its own judgment in deciding whether to execute, and deciding on,
the
contents of this Agreement. They further declare that their decisions
were
not based on or influenced by any declarations of representations
of the
other party hereto, or of the agents or employees of such other
party.
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24)
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Further
Acts.
Each party agrees to perform any further acts and to execute and
deliver
any documents that may be reasonably necessary to carry out the provisions
of this Agreement.
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25)
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Compensation
Committee.
All executive contracts and terms require the approval of the Company’s
compensation committee.
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26)
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SEC
Regulations.
All executives deemed to be an insider of the Company need to meet
the
disclosure requirements of the Securities and Exchange Commission.
This
includes reporting of compensation under this agreement, transactions
with
related parties, and stock transactions on the Company’s
stock.
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[Signatures
On Next Page]
IN
WITNESS THEREOF, the Executive has hereunto set the Executive’s hand, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the day and year first above written.
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SIGNED
for and on behalf of KAL Energy Inc.
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/s/
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CHAIRMAN
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SIGNED
by Executive
I
accept
an offer of employment and agree to the terms and conditions set out in
this
Agreement and in Company Rules and Regulations as may be issued from time
to
time.
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/s/
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