UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 4, 2015
______________
PROPELL TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in
its charter)
______________
| |
|
|
| Delaware |
000-53488 |
26-1856569 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
1701 Commerce Street, 2nd Floor, Houston,
Texas 77002
(Address of Principal Executive Office) (Zip Code)
(713) 227-0480
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On February 4, 2015, Propell Technologies
Group, Inc. (the “Company”) entered into an Amended and Restated Employment Agreement (the “Employment Agreement”)
with John Huemoeller II, that superseded the Company’s prior Employment Agreement with Mr. Huemoeller that was previously
entered into on December 5, 2014 (the “Prior Agreement”).
Under the Employment Agreement, which has
a stated term of three (3) years, for his continued service as the Chief Executive Officer and President of the Company, Mr. Huemoeller
will continue to receive the same annual base salary of $180,000 provided for under the Prior Agreement and will be entitled to
bonuses at the discretion of the Company based on performance. The new Employment Agreement restated a previous grant to Mr. Huemoeller
of 10,000,000 shares of the Company’s restricted stock, which vest on the following schedule: 1,250,000 shares vested on
January 1, 2015 and thereafter 1,250,000 shares will vest on each quarter anniversary, commencing April 1, 2015 for seven (7) quarters.
The Employment Agreement also provides that Mr. Huemeoller will receive a restricted stock grant of 750,000 shares of stock on
an annual basis commencing January 1, 2016, which will vest upon issuance. In the event of a Change of Control (as defined in the
Employment Agreement), termination without Cause (as defined in the Employment Agreement), termination due to disability (as defined
in the Employment Agreement), death or termination by Mr. Huemeoller for Good Reason (as defined in the Employment Agreement),
Mr. Huemoeller will receive: (i) a severance payment equal to two (2) months base salary together with payment of medical insurance
or COBRA payments for two (2) months after termination; and (ii) all restricted stock grants that have been issued to Mr. Huemoeller
will immediately vest. If Mr. Huemoeller terminates his employment at any time prior to January 1, 2016 Without Good Reason (as
defined in the Employment Agreement) or is terminated for Cause (as defined in the Employment Agreement) then 5,000,000 of any
restricted stock grants will immediately vest. The Employment Agreement also includes customary confidentiality obligations and
inventions assignments by Mr. Huemoeller.
The information contained in this Item
1.01 regarding the Employment Agreement is qualified in its entirety by the copy of the Employment Agreement attached to this Current
Report on Form 8-K as Exhibit 10.1 .
| Item
3.02 | Unregistered
Sales of Equity Securities. |
The disclosure in Item 1.01 is incorporated
herein by reference thereto. The offer and issuance of the shares of restricted stock issued to Mr. Huemoeller were not registered
under the Securities Act of 1933, as amended (the “Securities Act”), at the time of issuance, and therefore may not
be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For these
issuances, the Company relied on the exemption from federal registration under Section 4(a)(2) of the Securities Act, based on
the Company’s belief that the offer and sale of the shares has not and will not involve a public offering as the recipient
of the shares is an “accredited investor” as defined under Section 501 promulgated under the Securities Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 4, 2015, the Company entered
into the Employment Agreement with John Huemoeller II that superseded the previous employment agreement that was entered into
between the Company and Mr. Huemoeller on December 5, 2014. See Item 1.01 for a description of the terms of the new Employment
Agreement with Mr. Huemoeller.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Name of Exhibit |
| |
|
|
| 10.1 |
|
Amended and Restated Employment Agreement, dated February 4, 2015 by and between John Huemoeller and the Company |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
| Date: February 9, 2015 |
PROPELL TECHNOLOGIES GROUP, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ John W. Huemoeller |
| |
Name: |
John W. Huemoeller |
| |
Title: |
Chief Executive Officer |
EXHIBIT LIST
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Amended and Restated Employment Agreement, dated February 4, 2015 by and between John Huemoeller and the Company. |
Exhibit 10.1
PROPELL TECHNOLOGIES GROUP INC.
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amended and Restated
Employment Agreement (this “Agreement”), made effective as of February 4, 2015 (the “Effective Date”),
by and between PROPELL TECHNOLOGIES GROUP, INC., a corporation organized under the laws of the State of Delaware with offices located
at 1701 Commerce Street, 2nd Floor, Houston, Texas 77002 (the “Company”), its subsidiaries, affiliates, successors
and assigns (collectively, “Affiliates”) and JOHN WALTER HUEMOELLER II, an individual residing at 15 N. Chenevert
Street, Apt. 511, Houston, Texas 77002 (the “Executive”).
RECITALS
A.
The Agreement supersedes the previous employment agreement between Propell Technologies Group, Inc. and John Walter Huemoeller
II signed December 5, 2014.
B.
The Company desires to continue to employ Executive as its President and Chief Executive Officer and to have Executive continue
to serve on the Board of Directors of the Company (the "Board") on the terms and conditions hereinafter set forth;
and
C.
Executive desires to be employed by the Company as its President and Chief Executive Officer and to serve on the Board and
to perform and to serve the Company on the terms and conditions hereinafter set forth.
AGREEMENTS
NOW, THEREFORE, in
consideration of the premises and of the mutual promises, agreements and covenants set forth herein, the parties hereto agree as
follows:
1. Employment.
(a) Duties.
The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, as the Chief Executive Officer and
President of the Company. In his role as Chief Executive Officer and President of the Company, Executive shall be responsible for
such duties and functions of a supervisory or managerial nature as may be directed from time to time by the Board provided that
such duties are reasonable and customary for a Chief Executive Officer. Executive agrees that he shall, during the term of this
Agreement, except during reasonable vacation periods, periods of illness and the like, devote such commercially necessary portion
of his business time, attention and ability to his duties and responsibilities hereunder; provided, however, that
nothing contained herein shall be construed to prohibit or restrict Executive from (i) serving in other various business capacities
or serving as a director, officer or consultant of any corporation, except any business or corporation that is a “Competitor”
as defined in Section 7(a) below, with or without compensation therefor; (ii) serving in various capacities in community, civic,
religious or charitable organizations or trade associations or leagues; or (iii) attending to personal business; provided,
however, that no such service or activity permitted in this Section 1(a) shall materially interfere with the performance
by Executive of his duties hereunder.
(b) Term.
(i) The term of
this Agreement and Executive’s employment period shall be for a term commencing on the date of this Agreement and ending
on the third (3rd) anniversary of the Effective Date (the "Employment Period"); provided, however,
that commencing on the first day after the date of the Effective Date and on each day thereafter, the Employment Period shall be
extended for one (1) additional day so that a constant three (3) year Employment Period shall be in effect, unless (A) the Company
or Executive elects not to extend the term of this Agreement by giving written notice to the other party in accordance with Sections
3(b) and 13 hereof, in which case, the term of this Agreement shall become fixed and shall end on the first (1st) anniversary of
the date of such written notice ("Notice of Non-Renewal"), or (B) Executive's employment terminates hereunder
in accordance with Section 3 of this Agreement, in which case Executive’s termination will be effective at the applicable
time specified in Section 3.
(ii) Notwithstanding
anything contained herein to the contrary, (A) Executive's employment with the Company may be terminated by the Company or Executive
during the Employment Period, subject to the terms and conditions of this Agreement; and (B) nothing in this Agreement shall mandate
or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions
as the Board and Executive may mutually agree.
(iii) If Executive's
employment with the Company is terminated, for purposes of this Agreement, the term "Unexpired Employment Period"
shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.
2. Compensation.
Subject to the provisions of Section 8 hereof, the Company and its Affiliates shall each be responsible and have joint and several
liability for all compensation and benefits owed to Executive under this Agreement. A reference to a Company plan, program, obligation
or commitment shall also be considered an obligation or commitment of each of the Company and its Affiliates but shall not result
in duplicate benefits being paid or provided to Executive.
(a) Salary.
Executive shall receive an annual base salary of One Hundred Eighty Thousand Dollars ($180,000) which shall be payable on a bi-weekly
basis. The annual base salary payable to Executive pursuant to this Section 2(a), which may be increased but not decreased by the
Board or the Compensation Committee of the Board, as the case may be, shall be hereinafter referred to as the "Annual Base
Salary."
(b) Annual
Bonus.
(i) The Executive
shall be eligible for an annual bonus of a percentage of his base salary payable in cash or equity. Any bonus that may be awarded,
if any, will be in the sole and absolute discretion of both the Compensation Committee, if any, and the Board of Directors of the
Company, the “Discretionary Annual Bonus”. The amount of such bonus shall depend on the achievement by the Executive
and/or the Company of certain objectives to be established by the Board or the Compensation Committee in consultation with the
Executive, along with such other factors the Board and Compensation Committee deems relevant. Any bonus for a given fiscal year
shall be payable in one lump sum upon approval by the Board of Directors of the Company or the Compensation Committee, which shall
be obtained by the Company on or about December 31 of such year.
(c) Stock Grant.
The Executive shall receive (i) 10,000,000 restricted shares of the Company’s common stock which will vest as follows: 1,250,000
shall vest on January 1, 2015 and 1,250,000 shares shall vest on each quarter anniversary thereafter for seven (7) successive quarters
while Executive is employed by the Company; and (ii) an additional 750,000 shares of the Company’s common stock on an annual
basis commencing on January 1, 2016 and each one year anniversary thereof which will vest immediately upon issuance. Notwithstanding
the foregoing vesting schedule, in the event of either a change of control (as defined in the next sentence), termination of Executive
by the Company without “Cause” as defined in Section 3(a)(v), termination of Executive due to disability as set defined
in Section 3(a)(iii) or death or termination by Executive for Good Reason, all shares that have been issued pursuant to clause
(i) above of this Section 2(c) shall immediately vest. In the event Executive terminates this agreement Without Good Reason or
is terminated for “Cause” as defined in Section 3(a)(i), 5,000,000 of the restricted shares that have been issued pursuant
to clause (i) of this Section 2 (c) shall immediately vest. Change of Control shall be defined as a sale of all or substantially
all of the Company’s assets, or any merger or consolidation of the Company with or into another corporation other than a
merger or consolidation in which the holders of more than 50% of the shares of capital stock of the Company outstanding immediately
prior to such transaction continue to hold (either by the voting securities remaining outstanding or by their being converted into
voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the
Company, or such surviving entity, outstanding immediately after such transaction.
(d) Reimbursement
of Business Expenses. The Company shall promptly reimburse Executive for all reasonable out-of-pocket expenses incurred by
him pursuant to his employment hereunder during the Employment Period, including, but not limited to, all reasonable travel and
entertainment expenses. Executive may only obtain reimbursement under this Section 2(d) upon submission of such receipts and records
as may be initially required by the Board and, thereafter, as may be required under the reimbursement policies established by the
Company. Notwithstanding the foregoing, Executive shall be permitted to charge reasonable expenses delineated in this Section 2(d)
to Company charge cards or other credit accounts made available to Executive by the Board.
(e) Additional Benefits; General Rights.
During the Employment Period, Executive shall be entitled to:
(i) participate
in all employee stock option, pension, savings, and other similar benefit plans of the Company as the Company may designate from
time to time;
(ii) the Company
agrees to provide medical insurance for employee;
(iii) participate
in all other welfare plans established by the Company such as life insurance, dental, disability, and business travel accident
plans and programs as the Company may designate from time to time;
(iv) four (4) weeks
paid vacation per year;
(v) the continued
use of the Company’s apartment that is paid for by the Company at 15 N. Chenevert, Apt. 511, Houston, Texas 77002; and
(vi) any other benefits
provided by the Company to its executive officers.
3. Termination of
Employment; Events of Termination.
(a) This Agreement
may be terminated during the Employment Period under the following circumstances:
(i) Cause.
Executive's employment hereunder shall terminate for "Cause" thirty (30) days after the date the Company shall have given
Executive notice of the termination of his employment for "Cause", unless a cure period applies, in which case the termination
date may not precede the expiration date of the applicable cure period. For purposes of this Agreement, "Cause"
shall mean acts of embezzlement or misappropriation of funds or fraud as determined by a non-appealable determination of a court
of law or conviction of a felony.
(ii) Death.
Executive's employment hereunder shall terminate upon his death.
(iii) Disability.
Executive’s “Disability”, meaning Executive’s incapacity, due to physical or mental illness, which results
in Executive having been absent from fully performing his duties with the Company for a continuous period of more than thirty (30)
days or more than sixty (60) days in any period of three hundred sixty-five (365) consecutive days. In the event that the Company
intends to terminate the employment of Executive by reason of Disability, the Company shall give Executive no less than thirty
(30) days’ prior written notice of the Company’s intention to terminate Executive’s employment. The
Executive agrees, in the event of any dispute hereunder as to whether a Disability exists, and if requested by the Company, to
submit to a physical examination in the state of the Company’s Executive offices by a licensed physician selected by mutual
agreement between the Company and the Executive, the cost of such examination to be paid by the Company. The written medical opinion
of such physician shall be conclusive and binding upon each of the parties hereto as to whether a Disability exists and the date
when such Disability arose. If Executive refuses to submit to appropriate examinations by such physician at the request of the
Company, the determination of the Executive’s Disability by the Company in good faith will be conclusive as to whether such
Disability exists. This Agreement shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities
Act (to the extent that it is applicable) and any other applicable laws regarding disability.
(iv) Good Reason.
Executive shall have the right to terminate his employment for "Good Reason." This Agreement shall terminate effective
immediately on the date Executive shall have given the Board notice of the termination of his employment with the Company for "Good
Reason." For purposes of this Agreement, "Good Reason" shall mean (A) any material and substantial breach of this
Agreement by the Company, (B) a diminution of Executive's responsibilities, loss of title or position in which Executive currently
serves, failure to reelect Executive to the Board, (C) a Change in Control (as defined in Section 2(c) occurs and Executive voluntarily
quits at any time within the six (6) month period on or immediately following the Change in Control, (D) the Company issues a Notice
of Non-Renewal to Executive, (E) a reduction in Executive's Annual Base Salary or a material reduction in other benefits (except
for bonuses or similar discretionary payments) as in effect at the time in question, or any other failure by the Company to comply
with Section 2, hereof, or (F) this Agreement is not assumed by a successor to the Company.
(v) Without Cause. The Company
shall have the right to terminate Executive's employment hereunder Without Cause subject to the terms and conditions of this Agreement.
In such event, this Agreement shall terminate, effective immediately upon the date on which the Company shall have given Executive
notice of the termination of his employment for reasons other than for Cause or due to Executive's Disability.
(vi) Without
Good Reason. Executive shall have the right to terminate his employment hereunder without Good Reason at any time for any reason
subject to the terms and conditions of this Agreement. This Agreement shall terminate, effective immediately upon the date as of
which Executive shall have given the Board notice of the termination of his employment without Good Reason.
(b) Notice of Termination.
Any termination of Executive's employment by the Company or any such termination by Executive (other than on account of death)
shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated. In the event of the termination of Executive's employment on account of death, written
Notice of Termination shall be deemed to have been provided on the date of death.
4. Payments Upon
Termination.
(a) Without Cause,
For Good Reason or Disability. If Executive's employment is terminated by the Company without Cause or by Executive for Good
Reason, or by the Company due to Executive's Disability, Executive, or in the case of Executive's Disability, Executive's legal
representative (assuming Executive’s affairs are handled by a representative rather than Executive himself), shall be entitled
to receive from the Company a lump sum payment in an aggregate amount equal to the greater of (a) two months base salary together
with payment of the cost of Executive’s medical insurance or any COBRA payments for two months after the date of termination;
provided, however that if during such two months the Executive is employed by an employer that pays for Executive’s medical
insurance then the Company shall be relieved of its obligation to pay the cost of the medical insurance (the "Severance
Payment"); (ii) any bonuses which have been earned but not been paid prior to such termination ("Prior Bonus
Payment"); and (iii) reimbursement of expenses incurred prior to date of termination (the "Expense Reimbursement").
The aforesaid amounts shall be payable in cash without discount for early payment, at the option of Executive, either in full
immediately upon such termination or monthly over the Unexpired Employment Period (the "Payment Election"). Executive's
additional benefits specified in Section 2(e) shall terminate at the time of such termination other than the medical insurance
which shall continue as provided above. In addition, the stock issued to Executive shall vest as provided in Section 2 (c).
In the event Executive is terminated by
the Company Without Cause or due to Executive's Disability or Executive terminates his employment with the Company for Good Reason,
Executive shall have no duty to mitigate the amount of the payment received pursuant to this Section 4(a), it being understood
that Executive's acceptance of other employment shall not reduce the Company’s or the other Company' obligations hereunder
other than as set forth above with respect to the payment of medical insurance .
(b) Death.
If Executive's employment is terminated due to death of Executive, Executive's estate or beneficiary(ies), as the case may be,
shall be entitled to a lump payment in an amount equal to the Severance Payment, the Prior Bonus Payment and Expense Reimbursement.
(c) Termination
With Cause or Without Good Reason. If the Company terminates Executive's employment for Cause or in the event Executive voluntarily
terminates his employment Without Good Reason, Executive shall be entitled to (i) his Annual Base Salary through the date of the
termination of such employment and Executive shall be entitled to any bonuses which have been earned but not paid prior to such
termination and (ii) Expense Reimbursement. The aforesaid amounts shall be payable in cash without discount for early payment,
at the option of Executive, either in full immediately upon such termination or monthly over the Unexpired Employment Period (the
"Payment Election"). Executive shall not be entitled to any other bonuses. Executive's additional benefits specified
in Section 2(e) shall terminate at the time of such termination. In addition, the stock issued to Executive shall vest as provided
in Section 2(c).
(d) Termination
by the Company Upon Change in Control. If the Company terminates Executive's employment for any reason in connection with a
Change in Control (as defined in Section 2(c)), Executive shall receive from the Company in one lump sum, payable on the consummation
of the Change in Control an amount equal to the Severance Payment, the Prior Bonus Payment and the Expense Reimbursement.
In the event Executive is terminated by
the Company in connection with a Change in Control which is not approved by the Continuing Directors of the Company, Executive
shall have no duty to mitigate the amount of the payment received pursuant to this Section 6(d), it being understood that Executive's
acceptance of other employment shall not reduce the Company’s obligations hereunder.
5. Confidential Information.
(a) Executive
agrees that during the course of his employment or at any time thereafter, he will not disclose or make accessible to any other
person, the Company’s products, services and technology, both current and under development, promotion and marketing programs,
lists, trade secrets and other confidential and proprietary business information of the Company or any Affiliates or any of their
clients. Executive agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or
reproductions thereof from the Company’s facilities at any time during his employment by the Company other than to perform
his duties hereunder. Executive agrees immediately to return all such material and reproductions thereof in his possession to the
Company upon request and in any event upon termination of employment.
(b) Except
with prior written authorization by the Company, Executive agrees not to disclose or publish any of the confidential, technical
or business information or material of the Company, its clients or any other party to whom the Company owes an obligation of confidence,
at any time during or after his employment with the Company.
(c) In
the event that Executive breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other
rights which the Company may have, the Company shall be entitled, without the posting of a bond or other security, to injunctive
relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the
provisions of this Section 5, Executive shall not urge as a defense that there is an adequate remedy at law, nor shall the Company
be prevented from seeking any other remedies which may be available. In addition, Executive agrees that in the event that he breaches
the covenants in this Section 5, in addition to any other rights that the Company may have, Executive shall be required to pay
to the Company any amounts he receives in connection with such breach.
(d) Executive
recognizes that in the course of his duties hereunder, he may receive from the Company or others information which may be considered
“material, non-public information” concerning a public company that is subject to the reporting requirements of the
United States Securities and Exchange Act of 1934, as amended. Executive agrees not to:
(i) Buy
or sell any security, option, bond or warrant while in possession of relevant material, non-public information received from the
Company or others in connection herewith, and
(ii) Provide
the Company with information with respect to any public company that may be considered material, non-public information, unless
first specifically agreed to in writing by the Company.
6. Inventions Discovered by Executive.
(a) Executive
shall promptly disclose to the Company any invention, improvement, discovery, process, formula, or method or other intellectual
property, whether or not patentable or copyrightable (collectively, "Inventions"), conceived or first reduced
to practice by Executive, either alone or jointly with others, while performing services hereunder (or, if based on any Confidential
Information, within one (1) year after the Term) (a) which pertain to any line of business activity of the Company, whether then
conducted or then being actively planned by the Company, with which Executive was or is involved; (b) which is developed using
time, material or facilities of the Company, whether or not during working hours or on the Company premises; or (c) which directly
relates to any of Executive’s work during the Term, whether or not during normal working hours. Executive hereby assigns
to the Company all of Executive’s right, title and interest in and to any such Inventions. During and after the Term, Executive
shall execute any documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to
apply for, obtain and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without
limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation beyond Executive’s
agreed compensation during the course of Executive’s employment. All such acts shall be done without cost or expense to Executive.
Executive shall be compensated for the giving of evidence or testimony after
the term of Executive’s employment at the rate
of $1,000/day. Without limiting the foregoing, Executive further acknowledges that all original works of authorship by Executive,
whether created alone or jointly with others, related to Executive’s employment with the Company and which are protectable
by copyright, are "works made for hire" within the meaning of the United States Copyright Act, 17 U.S.C. (S) 101, as
amended, and the copyright of which shall be owned solely, completely and exclusively by the Company. If any Invention is considered
to be work not included in the categories of work covered by the United States Copyright Act, 17 U. S. C. (S) 101, as amended,
such work is hereby assigned or transferred completely and exclusively to the Company. Executive hereby irrevocably designates
counsel to the Company as Executive's agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents
and copyrights and to enforce the Company's rights under this Section. This Section 6 shall survive the termination of this Agreement.
Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights
that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such
Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries
where Moral Rights exist, Executive hereby waives such Moral Rights and consents to any action of the Company that would violate
such Moral Rights in the absence of such consent. Executive agrees to confirm any such waivers and consents from time to time as
requested by the Company.
7. Non-Compete; Non-Solicitation.
(a) Non-Compete. For
a period commencing on the Effective Date and ending one (1) year after the date Executive ceases to be employed by the Company
(the "Non-Competition Period"), Executive shall not, directly or indirectly, either for himself or any other person,
own, manage, control, materially participate in, invest in, permit his name to be used by, act as consultant or advisor to, render
material services for (alone or in association with any person, firm, corporation or other business organization) or otherwise
assist in any manner any business which develops, markets or sells products that are directly competitive with the products being
developed or sold by the Company at the time of termination (collectively, a "Competitor"). Nothing
herein shall prohibit Executive from being a passive owner of not more than five percent (5%) of the equity securities of a Competitor
which is publicly traded, so long as he has no active participation in the business of such Competitor.
(b) Non-Solicitation. During
the Non-Competition Period, Executive shall not, directly or indirectly (i) induce or attempt to induce or aid others in inducing
anyone working at or for the Company to cease working at or for the Company, or in any way interfere with the relationship between
the Company and anyone working at or for the Company except in the proper exercise of Executive’s authority; or (ii) in any
way interfere with the relationship between the Company and any customer, supplier, licensee or other business relation of the
Company.
(c) Scope. If,
at the time of enforcement of this Section 8, a court shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions
reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions.
(d) Independent
Agreement. The covenants made in this Section 7 shall be construed as an agreement independent of any other provisions
of this Agreement, and shall survive the termination of this Agreement. Moreover, the existence of any claim or cause
of action of Executive against the Company or any of its Affiliates, whether or not predicated upon the terms of this Agreement,
shall not constitute a defense to the enforcement of these covenants.
8. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns. The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all its assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would
be required to perform if no such succession had taken place. Executive agrees that this Agreement is personal to him and may
not be assigned by him other than by the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by Executive's legal representative.
9. Joint and
Several Liability.
(a) No Duplication
of Payments. The Company and its Affiliates shall be jointly and severally liable for any amounts payable to Executive under
this Agreement. Any amounts payable to Executive shall be paid in the first instance by the Company, and to the extent not paid
by the Company shall be paid by its Affiliates. In no event shall any amount payable pursuant to this Agreement be paid by the
Company and its Affiliates and Executive shall not be entitled to receive duplicate benefits or payments under any of the provisions
of this Agreement.
(b) New Subsidiaries.
Any subsidiary of the Company that is formed or acquired on or after the Effective Date shall be required to become a signatory
to this Agreement and shall become jointly and severally liable with the Company for the obligations hereunder.
(c) Sale of Subsidiaries.
Upon the sale of the stock or substantially all of the assets of any subsidiary of the Company, which is approved by the Board,
such subsidiary shall be automatically released from its obligations hereunder and shall not be considered as having any continuing
liability for the obligations hereunder, and Executive shall be released from his obligations to such subsidiary hereunder.
10. Governing
Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware
of the United States of America without regard to principles of conflict of laws. The State of Delaware shall be the exclusive
jurisdiction for any disputes arising under this Agreement and the Parties hereby consent to such jurisdiction.
11. Entire Agreement.
This instrument contains the entire understanding and agreement among the parties relating to the subject matter hereof, except
as otherwise referred to herein, and supersedes all other prior agreements and undertakings, both written and oral, among the parties
with respect to the subject matter hereof. Neither this Agreement nor any provisions hereof may be waived or modified, except by
an agreement in writing signed by the party(ies) against whom enforcement of any waiver or modification is sought.
12. Severability.
In case any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, or to any
extent, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected
or impaired thereby.
13. Notices.
Any notice required or permitted to be given under the provisions of this Agreement shall be in writing and delivered by courier
or personal delivery, facsimile transmission (to be followed promptly by written confirmation mailed by certified mail as provided
below) or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:
| If to the Company: | 1701 Commerce Street |
| | | Second Floor |
| | | Houston, TX 77002 |
| | | |
| | If to Executive:
| Mr. John W. Huemoeller II |
| | | 15 N. Chenevert
Street, Apt. 511 |
| | | Houston,
TX 77002 |
If delivered personally, by courier or
facsimile transmission (confirmed as aforesaid and provided written confirmation and receipt is obtained by the sender), the date
on which a notice is delivered or transmitted shall be the date on which such delivery is made. Notices given by mail as aforesaid
shall be effective and deemed received upon the date of actual receipt or upon the third business day subsequent to deposit in
the U.S. mail, whichever is earlier. Either party hereto may change its or his address specified for notices herein by designating
a new address by notice in accordance with this Section 12.
14. No Undue
Influence. This Agreement is executed voluntarily and without any duress or undue influence. Executive acknowledges that he
has read this Agreement and executed it with his full and free consent. No provision of this Agreement shall be construed against
any party by virtue of the fact that such party or its counsel drafted such provision or the entirety of this Agreement.
15. Counterparts.
This Agreement may be executed in separate counterparts, each of which is deemed to be an original and both of which taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF,
the Company and Executive have executed this Agreement as of the date first above written.
| EXECUTIVE: |
|
COMPANY: |
| |
|
|
| |
|
Propell Technologies Group Inc. |
| |
|
a Delaware Corporation |
| |
|
|
| |
|
|
|
|
|
| /s/ John W. Huemoeller II |
|
By: /s/ John Zotos |
| John W. Huemoeller II |
|
John Zotos, Secretary |
Prairie Operating (QB) (USOTC:PROP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Prairie Operating (QB) (USOTC:PROP)
Historical Stock Chart
From Apr 2023 to Apr 2024
