Unassociated Document


     

    Exhibit
      10.1

     

    COBRA
      OIL & GAS COMPANY

    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    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 sue 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.

    


    
      	 	
              10.

            	
              Termination

            


    

    


    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).

    


    
      	 	
              (a)

            	
              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.
                

            


    

    


    
      	 	
              (b)

            	
              Death.
                This
                agreement will terminate on the Death of the
                Executive.

            


    

    


    
      	 	
              (c)

            	
              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.

            


    

    


    
      	 	
              (d)

            	
              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. 

    
      


      
        	 	
                (e)

              	
                Without
                  Cause.
                  Company
                  may terminate this Agreement without
                  cause.

              


      

    

    


    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 

    

      
        	
                Effective
                  Date

              	
                June
                  5th,
                  2008

              
	 	 
	
                Term

              	
                One
                  year, renewable

              
	 	 
	
                Office
                  / Position

              	
                President

              
	 	 
	
                Salary

              	
                $10,000
                  per month 

              


      

    

     

    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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