CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
XTX ENERGY, INC.
This CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT is made and entered into as of this [____] day of [______________], 2007, by and between XTX Energy, Inc., a Nevada corporation qualified to do business in the State of Florida (the “Company”), and Adam Bauman (“Chief Executive Officer”).
WHEREAS, the Company desires to employ the Chief Executive Officer, and to enter into an agreement embodying the terms of such employment (this “Agreement”) and Chief Executive Officer desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Chief Executive Officer hereby agree as follows:
“Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Chief Executive Officer’s employment, (ii) any unpaid or unreimbursed business expenses incurred in accordance with Section 8 below, (iii) any benefits provided under the Company’s benefit plans, in the event of a termination of employment, in accordance with the terms therein, if any, (iv) all of Chief Executive Officer’s ownership interests in the Company that have vested as of the date of termination and those scheduled to vest within the next succeeding thirty (30) days, (v) relocation expenses and return relocation expenses in accordance with Section 5, below, (vi) Annual Bonuses earned in prior fiscal years but unpaid as of the date of termination, (vii) pro rata portion of Chief Executive Officer’s Annual Bonus for the fiscal year during which termination occurs, and (viii) payments or benefits required to be provided Chief Executive Officer by operation of applicable law.
“Base Salary” shall mean the salary provided for in Section 6(a), below, or any increased salary granted to Chief Executive Officer pursuant to Section 6(a).
“Board” shall mean the Board of Directors of the Company.
“Cause” shall mean (i) acts of personal dishonesty, gross negligence or willful misconduct by Chief Executive Officer in connection with Chief Executive Officer’s employment duties; (ii) failure or refusal by Chief Executive Officer to perform in any material respect his duties or responsibilities under this Agreement; (iii) misappropriation by Chief Executive Officer of the assets or business opportunities of the Company or its affiliates; (iv) embezzlement or other financial fraud committed by Chief Executive Officer, at his direction, or with his personal knowledge; (v) Chief Executive Officer’s conviction of, admission to, or entry of pleas of no contest to any felony (except first offense DUI or DWI) or any crime involving
moral turpitude; (vi) public or consistent drunkenness by Chief Executive Officer or his illegal use of narcotics which is, or could reasonably be expected to become, materially injurious to the reputation or business of the Company or its affiliates or which impairs, or could reasonably be expected to impair, the performance of Chief Executive Officer’s duties hereunder; or (vii) Chief Executive Officer’s breach of any material provision of this Agreement or violation of the Company’s practices or policies.
Change In Control” shall mean the occurrence of any of the following: (1) the Sale of all or substantially all of the Company’s assets to any person or entity, provided that the sale or transfer of Company facilities to a real estate investment trust in a sale-leaseback transaction (or similar transaction) shall not be considered a sale of all or substantially all of the Company’s assets; (2) the merger or consolidation of the Company with another entity subsequent to which the shareholders of the Company do not own at least 51% of the Voting Stock of the surviving entity; or (3) any person or entity other than the beneficial owners as of the date of this Agreement, together with his, her or its Affiliates becoming, directly or indirectly, the beneficial owner of 51% or more of the Voting Stock of the Company.