exh10-2_empl.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

    EXHIBIT
      10.2

     

    EMPLOYMENT
      AGREEMENT

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”), is made on October 3,
      2007, by and between PetroHunter Operating Company, a
      Maryland corporation (the “Employer”), and Lori Rappucci, an individual
      residing in Parker, Colorado (the “Employee”).

     

    The
      parties, intending to be legally bound, agree as follows:

     

    1.  
DEFINITIONS

     

    For
      the
      purposes of this Agreement, the following terms have the meanings specified
      or
      referred to in this Section 1.

     

    “Agreement”
      means this Employment Agreement, as amended, restated or otherwise modified
      from
      time to time.

     

    “Benefits”
      is defined in Section 3.3.

     

    “Board”
      means the Board of Directors of the Employer.

     

     “Confidential
      Information” means any and all:

     

    (a)  trade
      secrets concerning the business and affairs of the Employer, whether a
      technical, business or other nature that is disclosed to the Employee or that
      is
      otherwise learned by Employee in the course of employment with the Company,
      including but not limited to know-how, processes, designs, samples, inventions
      and ideas, past, current, and planned property or mineral acquisition, and
      all
      information related thereto, exploration or development activities or methods,
      customer and vendor lists, business plans as well as any other information,
      however documented, that is a trade secret within the meaning of the Colorado
      Trade Secrets Act, as in effect as of the date hereof and as amended from time
      to time; and

     

    (b)  information
      concerning the business and affairs of the Employer (which includes historical
      financial statements, financial projections and budgets, historical and
      projected sales, capital spending budgets and plans, however
      documented).

     

    (c)  "Confidential
      Information" shall not include information, data, knowledge and know-how that
      (a) is in the Employee’s possession prior to disclosure to the recipient
      party, (b) is in the public domain prior to disclosure to the Employee,
      (c) lawfully enters the public domain through no violation of this
      Agreement after disclosure to the Employee, (d) becomes available to the
      Employee on a non-confidential basis from a source other than the Employer,
      provided that such source is not known by the Employee to be bound by a
      confidentiality agreement with the Employer or another party,

     

     “Effective
      Date” means the date first written above.

     


    
      
        
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    “Employee
      Invention” means any idea, invention, or improvement (whether patentable or
      not), any industrial design (whether registrable or not), and any work of
      authorship (whether or not copyright protection may be obtained for it) created,
      conceived, or developed by the Employee, either solely or in conjunction with
      others, during the Employment Period, or a period that includes a portion of
      the
      Employment Period, that relates to the business then being conducted or proposed
      to be conducted by the Employer.

     

    “Employment
      Period” means the period of the Employee’s employment under this
      Agreement.

     

    “Person”
      means any individual, corporation (including any non-profit corporation),
      general or limited partnership, limited liability company, joint venture,
      estate, trust, association, organization, or governmental body.

     

    “For
      Cause” means: (a) the Employee’s material breach of this Agreement; (b) the
      Employee’s material failure to adhere to any written Employer policy; (c) the
      appropriation (or attempted appropriation) of a material business opportunity
      of
      the Employer, including attempting to secure or securing any personal profit
      in
      connection with any transaction entered into on behalf of the Employer; (d)
      the
      misappropriation (or attempted misappropriation) of any of the Employer’s funds
      or property; or (e) the conviction of, or the entering of a guilty plea or
      plea
      of no contest with respect to, a felony.

     

    “Salary”
      is defined in Section 3.1.

     

    2.  
EMPLOYMENT
      TERMS AND DUTIES

     

    2.1  Employment.
      The Employer hereby employs the Employee, and the Employee hereby accepts
      employment by the Employer, upon the terms and conditions set forth in this
      Agreement.

     

    2.2  Term.
      The Employer hereby employs the Employee effective as of the Effective Date,
      however for purposes of computing severance pursuant to Section 2.3, below,
      the
      Employee’s date of hire shall be October 15, 2007.  The employment
      with the Employer is not for any specified period of time.  As a
      result, either the Employer or the Employee is free to terminate the employment
      relationship at any time, subject to the other provisions of this
      Agreement.  Unless earlier terminated, this Agreement will terminate
      on December 31, 2012.

     

    2.3  Termination.
      If the Employee is terminated by the Employer for any reason, other than For
      Cause, he will receive Salary and Benefits as severance in an amount equal
      to
      six months of Salary.  No severance payments will be made until
      Employee executes a valid release of any and all claims that he may have
      relating to his employment against the Employer and its agents in a form
      provided by the Employer.  If the Employee is terminated For Cause, or
      resigns, his Salary and Benefits will terminate immediately upon leaving the
      Employer.  The Employer may terminate Employee For Cause only after
      (a) Employee has had the opportunity to discuss such termination with the Board
      of Directors or the Chairman of the Board of the Employer, (b) the Board of
      Directors of the Employer has adopted a resolution terminating Employee’s
      employment

     


    
      
        
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    and
      specifying, in reasonable detail, the “For Cause” termination, and (c) the
      Employee shall have received written notice of such action, which notice shall
      include a copy of the resolution specifying the “For Cause”
termination.  If a matter purported giving rise to a “For Cause”
termination could be cured by Employee, the Board of Directors shall not take
      any action to terminate the Employee hereunder unless and until the Employee
      has
      received written notice from the Chairman or by or on behalf of the Board of
      Directors of the Employer specifying such cause and Employee shall have failed
      to cure or correct such cause within 30 days after receiving such
      notice.

     

    2.4  Duties.
      The Employee will have such duties as are assigned or delegated to the Employee
      by the Board. The Employee will devote substantially all of his business time,
      attention, skill, and energy to the business of the Employer, will use his
      best
      efforts to promote the success of the Employer’s business, and will cooperate
      fully with the Board in the advancement of the best interests of the
      Employer.  Employee will not compete with the Employer during the
      Employment Period.  Nothing in this Section 2.4, however, will
      prevent the Employee from engaging in additional activities in connection with
      personal investments and community affairs that are not inconsistent with the
      Employee’s duties under this Agreement.  At the Employer’s request,
      Employee may also perform services for companies that have a business
      relationship with the Employer.  Unless agreed to by the Employer,
      Employee will receive no additional Salary or Benefits or other compensation
      for
      these services.

     

    3.  
COMPENSATION

     

    3.1  Salary.
      The Employee will be paid an annual salary of $170,000, (the “Salary”),
      which will be payable in equal periodic installments according to the Employer’s
      customary payroll practices, but no less frequently than
      monthly.   During the term of this Agreement, the salary may be
      increased by the Board.

     

    3.2  Bonus.
      The Board of Directors of Employer shall adopt a bonus plan for executive
      officers of the Company within 120 days of the date of this Agreement and
      the Employee shall be eligible to participate in such plan.  The
      Employee shall, subject to meeting the criteria for bonus compensation set
      forth
      in the plan, be eligible to receive a bonus of up to [100%] of Employees’ annual
      salary.  The Employee acknowledges that all determinations of the
      Board shall be final.

     

    3.3  Benefits.
      The Employee will, during the Employment Period, be permitted to participate
      in
      such pension, profit sharing, bonus, life insurance, hospitalization, major
      medical, and other employee benefit plans of the Employer that may be in effect
      from time to time, to the extent the Employee is eligible under the terms of
      those plans (collectively, the “Benefits”).

     

    3.4  Stock
      Options.  The Employee will receive stock option grants totaling
      600,000 stock options as follows:  500,000 stock options to be priced
      at the closing price of market as quoted on the OTC:BB on the date of hire,
      plus
      an additional 100,000 stock options to be recommended for approval by the Board
      of Directors of Employer at the next regularly scheduled meeting to be priced
      at
      the closing price of market as quoted on the OTC:BB on the date of
      grant.  The next regular Board of Directors meeting is scheduled for
      December 7, 2007.

     


    
      
        
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    3.4.1    Change
      of Control .  All grants made under the stock option or other equity
      incentive plans of Employer (the “Equity Plans”)  (including those
      made prior to the effective date of this Agreement) shall vest in full
      immediately prior to the occurrence of a Change of Control.   For purposes
      of this Agreement, a Change of Control shall mean the first to occur
      of: 

     

    (A)           an
      event resulting in any “person” (as defined in Section 13(d) and 14(d) of
      the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) other
      than (1) the Employer or any Affiliate of the Employer as of the date of this
      Agreement, (2) any employee benefit plan of the Employer or any Affiliate of
      the
      Employer, or (3) any person or entity organized, appointed or established by
      the
      Employer for or pursuant to the terms of any such plan, acquiring beneficial
      ownership of voting securities of the Employer, is or becomes the beneficial
      owner, directly or indirectly, of securities of the Employer representing 50%
      or
      more of the combined voting power of the Employer’s then outstanding
      securities.

     

     (B)          
      consummation of a reorganization, merger or consolidation of the Employer (a
“
Business Combination ”), in each case, unless, following such Business
      Combination, the individuals and entities who were the beneficial owners of
      outstanding voting securities of the Employer immediately prior to such Business
      Combination beneficially own, by reason of such ownership of the Employer’s
      voting securities immediately before the Business Combination, directly or
      indirectly, more than 50 % of the combined voting power of the then outstanding
      voting securities entitled to vote generally in the election of directors of
      the
      Employer resulting from such Business Combination (including, without
      limitation, a company which as a result of such transaction owns the Employer
      or
      all or substantially all of the Employer’s assets either directly or through one
      or more subsidiaries) in substantially the same proportions as their ownership
      of the outstanding voting securities of the Employer immediately prior to such
      Business Combination; or

     

    (C)         
      approval by the stockholders of the Employer of a complete liquidation or
      dissolution of the Employer.

     

    Notwithstanding
      the foregoing subparagraphs (A) through (C), in no
      event shall any transaction or series of transactions entered into between
      the
      Employer,  or their respective Affiliates as of the date of this Agreement
      or entities wholly owned by the forgoing, or changes associated therewith,
      be
      considered a Change in Control.

     

    To
      the
      extent that the terms of this Agreement conflict with the terms of the Equity
      Plans of the Employer, the terms of this Agreement shall control and the
      Employer agrees that the provisions set forth herein regarding Change in Control
      shall be included in any stock option agreement or similar granting instrument
      entered into with or provided to Employee in connection with Employee’s
      employment with Employer.


    
      
        
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    4.     
      VACATIONS, HOLIDAYS AND SICK LEAVE

     

    The
      Employee will accrue 6.67 hours of vacation time for each pay period for a
      total
      of 160 hours of annual vacation time, will be entitled to 5 sick days/personal
      days annually and will be entitled to paid holidays in accordance with the
      policies of the Employer.

     

    5.  NON-DISCLOSURE
      COVENANT; EMPLOYEE INVENTIONS

     

    5.1  Acknowledgments
      by the Employee.  The Employee acknowledges that (a) during the
      Employment Period and as a part of his employment, the Employee will be afforded
      access to Confidential Information; (b) public disclosure of such Confidential
      Information could have an adverse effect on the Employer and its business;
      (c)
      because the Employee possesses substantial technical expertise and skill with
      respect to the Employer’s business, the Employer desires to obtain exclusive
      ownership of each Employee Invention, and the Employer will be at a substantial
      competitive disadvantage if it fails to acquire exclusive ownership of each
      Employee Invention; and (d) the provisions of this Section 5 are
      reasonable and necessary to prevent the improper use or disclosure of
      Confidential Information and to provide the Employer with exclusive ownership
      of
      all Employee Inventions.

     

    5.2  Agreements
      of the Employee. In consideration of the compensation and benefits to be
      paid or provided to the Employee by the Employer under this Agreement, the
      Employee covenants as follows:

     

    (a)  Confidentiality.

     

    (i)  During
      and following the Employment Period, the Employee will hold in confidence the
      Confidential Information and will not disclose it to any Person except with
      the
      specific prior written consent of the Employer or except as otherwise expressly
      permitted by the terms of this Agreement.

     

    (ii)  Any
      trade
      secrets of the Employer will be entitled to all of the protections and benefits
      under the Colorado Trade Secrets Act, as in effect on the date hereof, and
      as
      amended from time to time, and any other applicable law.

     

    (iii)  None
      of
      the foregoing obligations and restrictions applies to any part of the
      Confidential Information that the Employee demonstrates was or became generally
      available to the public other than as a result of a disclosure by the
      Employee.

     

    (b)  Employee
      Inventions. During the Employment Period, each Employee Invention will
      belong exclusively to the Employer. The Employee acknowledges that the
      Employee’s writing, works of authorship, and other Employee Inventions are works
      made for hire and the property of the Employer, including any copyrights,
      patents, or other intellectual property rights pertaining thereto. The Employee
      covenants that he will promptly:

     

    (i)  disclose
      to the Employer in writing any Employee Invention;

     


    
      
        
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    (ii)  assign
      to
      the Employer or to a party designated by the Employer, at the Employer’s request
      and without additional compensation, all of the Employee’s right to the Employee
      Invention for the United States and all foreign jurisdictions;

     

    (iii)  execute
      and deliver to the Employer such applications, assignments, and other documents
      as the Employer may request in order to apply for and obtain patents or other
      registrations with respect to any Employee Invention in the United States and
      any foreign jurisdictions;

     

    (iv)  sign
      all
      other papers necessary to carry out the above obligations; and

     

    (v)  give
      testimony and render any other assistance, without expense to the Employee,
      in
      support of the Employer’s rights to any Employee Invention.

     

    6.  EXCLUSIVE
      EMPLOYMENT

     

    Subject
      to the provisions of Section 2.4, above, during the Employment Period, (a)
      Employee will not do anything to compete with the Employer’s present or
      contemplated business (as that may change from time to time during the
      Employment Period), nor will he plan or organize any competitive business
      activity; and (b) Employee will not enter into any agreement which conflicts
      with his duties or obligations to the Employer.  Employee will not
      during the Employment Period or within six months after it ends, without the
      Employer’s express written consent, solicit or encourage any employee, agent,
      independent contractor, supplier, consultant, investor or alliance partner
      to
      terminate or alter a relationship with the Employer.

     

    It
      is the
      desire and intent of the Employer and the Employee that the provisions of this
      Section 6 be enforced to the fullest extent permissible under the laws and
      public policies applied in each jurisdiction in which enforcement is
      sought.  Accordingly, if any particular portion of this Section 6
      shall be adjudicated to be invalid or unenforceable, this Section 6 shall be
      deemed amended to apply in the broadest allowable manner and to delete therefrom
      the portion adjudicated to be invalid or unenforceable, such amendment and
      deletion to apply only with respect to the operation of Section 6 in the
      particular jurisdiction in which that adjudication is made.

     

    7.  GENERAL
      PROVISIONS

     

    7.1  Covenants
      of Sections 5 and 6 Are Essential and Independent Covenants. The
      covenants by the Employee in Sections 5 and 6 are essential elements
      of this Agreement, and without the Employee’s agreement to comply with such
      covenants, the Employer would not have entered into this Agreement or employed
      or continued the employment of the Employee. The Employer and the Employee
      have
      independently consulted their respective counsel and have been advised in all
      respects concerning the reasonableness and propriety of such covenants, with
      specific regard to the nature of the business conducted by the
      Employer.

     


    
      
        
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    The
      Employee’s covenants in Sections 5 and 6 are independent covenants
      and the existence of any claim by the Employee against the Employer under this
      Agreement or otherwise, will not excuse the Employee’s breach of any covenant in
Sections 5 and 6.

     

    If
      the
      Employee’s employment hereunder expires or is terminated, this Agreement will
      continue in full force and effect as is necessary or appropriate to enforce
      the
      covenants and agreements of the Employee in Sections 5 and 6, and the
      Employer will have the right in addition to any other rights it may have, to
      seek injunctive relief to restrain or specifically enforce provisions of this
      Agreement.

     

    7.2  Representations
      and Warranties by the Employee. The Employee represents and warrants to the
      Employer that the execution and delivery by the Employee of this Agreement
      do
      not, and the performance by the Employee of the Employee’s obligations hereunder
      will not, with or without the giving of notice or the passage of time, or both:
      (a) violate any judgment, writ, injunction, or order of any court, arbitrator,
      or governmental agency applicable to the Employee; or (b) conflict with, result
      in the breach of any provisions of or the termination of, or constitute a
      default under, any agreement to which the Employee is a party or by which the
      Employee is or may be bound.

     

    7.3  Waiver.
      The rights and remedies of the parties to this Agreement are cumulative and
      not
      alternative.  Neither the failure nor any delay by either party in
      exercising any right, power, or privilege under this Agreement will operate
      as a
      waiver of such right, power, or privilege, and no single or partial exercise
      of
      any such right, power, or privilege will preclude any other or further exercise
      of such right, power, or privilege or the exercise of any other right, power,
      or
      privilege. To the maximum extent permitted by applicable law, (a) no claim
      or
      right arising out of this Agreement can be discharged by one party, in whole
      or
      in part, by a waiver or renunciation of the claim or right unless in writing
      signed by the other party; (b) no waiver that may be given by a party will
      be
      applicable except in the specific instance for which it is given; and (c) no
      notice to or demand on one party will be deemed to be a waiver of any obligation
      of such party or of the right of the party giving such notice or demand to
      take
      further action without notice or demand as provided in this
      Agreement.

     

    7.4  Binding
      Effect; Delegation of Duties Prohibited. This Agreement shall inure to the
      benefit of, and shall be binding upon, the parties hereto and their respective
      successors, assigns, heirs, and legal representatives, including any entity
      with
      which the Employer may merge or consolidate or to which all or substantially
      all
      of its assets may be transferred.  The duties and covenants of the
      Employee under this Agreement, being personal, may not be
      delegated.

     

    7.5  Notices.
      All notices, consents, waivers, and other communications under this Agreement
      must be in writing and will be deemed to have been duly given when (a) delivered
      by hand (with written confirmation of receipt), (b) sent by facsimile (with
      written confirmation of receipt), provided that a copy is mailed by registered
      mail, return receipt requested, or (c) when received by the addressee, if sent
      by a nationally recognized overnight delivery service (receipt requested),
      in
      each case to the appropriate addresses and facsimile numbers set forth below
      (or
      to such other

     


    
      
        
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    addresses
      and facsimile numbers as a party may designate by notice to the other
      parties):

     

    
      	
              If
                to Employer:

            	
              PetroHunter
                Operating Company

            


    

    
      	
               

            	
              1875
                Lawrence Street, Suite 1400

            


    

    
      	
               

            	
              Denver,
                CO  80202

            


    

    


    
      	
               

            	
              Fax:
                (303) 572-8927

            


    

    


    
      	
              If
                to the Employee:

            	
              As
                set forth on signature page.

            


    

     

    7.6  Entire
      Agreement; Amendments. This Agreement contains the entire agreement between
      the parties with respect to the subject matter hereof and supersedes all prior
      agreements and understandings, oral or written, between the parties hereto
      with
      respect to the subject matter hereof.  This Agreement may not be
      amended orally, but only by an agreement in writing signed by the parties
      hereto.

     

    7.7  Governing
      Law; Forum and Venue.  This Agreement shall be construed according
      to the law of the State of Colorado and any actions to enforce the terms of
      this
      Agreement shall be exclusively brought in either state or federal court in
      the
      City and County of Denver, Colorado, and each of the parties consents to the
      jurisdiction of such courts (and of the appropriate appellate courts) in any
      such action or proceeding and waives any objection to venue laid
      therein.  Process in any action or proceeding referred to in the
      preceding sentence may be served on either party anywhere in the
      world.  The prevailing Party in any such action shall be entitled to
      recover its attorney’s fees and all costs of any such action.

     

    7.8  Severability.
      If any provision of this Agreement is held invalid or unenforceable by any
      court
      of competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect.  Any provision of this Agreement held invalid
      or unenforceable only in part or degree will remain in full force and effect
      to
      the extent not held invalid or unenforceable.

     

    7.9  Counterparts
      and Facsimile. This Agreement may be executed in one or more counterparts,
      each of which will be deemed to be an original copy of this Agreement and all
      of
      which, when taken together, will be deemed to constitute one and the same
      agreement.  Facsimile signatures shall be considered an original
      signature.

     

    7.10  Waiver
      of Jury Trial.  THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN
      ANY LITIGATION WITH RESPECT TO THIS AGREEMENT.

     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement as
      of
      the date first written above.

     

    
      	 	EMPLOYER:	 
	 	 	 
	 	PETROHUNTER
              OPERATING
              COMPANY	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Kyle
              L. WhiteJohnson	 
	 	Name:	Kyle
              L. WhiteJohnson	 
	 	Title:	Vice
              President of
              Administration 	 
	 	 	 	 


    

    
      	 	 	 
	 	 	 
	 	EMPLOYEE:	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Lori
              Rappucci	 
	 	Name:	Lori
              Rappucci 	 
	 	Address: 	12861
              N. 4th Street 	 
	 	 	Parker,
              CO  80134	 
	 	Facsimile
              Number:	 


    

    


     

     

     

     

     

    
      Employment
        Agreement              

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        Rapucci 

      9