exv10w13



 




Exhibit 10.13



EXECUTIVE EMPLOYMENT AGREEMENT




     This agreement is effective as of January 1st, 2005 (the “Effective Date”).


BETWEEN:





	 	 	JON BAKER, an individual resident in State of Utah (the “Executive”)





- and -





	 	 	TRIDENT RESOURCES CORP., a Delaware corporation registered to carry on business in the
Province of Alberta and British Columbia and in the State of Utah (“Trident” or the
“Corporation”)





     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the appointment of the
Executive as an officer of the Corporation, and the employment of the Executive by the Corporation,
and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged
by the parties hereto, the parties hereto agree as follows:



ARTICLE 1

DUTIES





	1.1	 	The Executive shall serve in the capacity of President and CEO and shall have such
responsibilities and authority as may from time to time be assigned to the Executive by the
Board of Directors, President and/or such other person designated by the President or Board of
Directors of the Corporation. The Executive agrees to serve in such other capacity and with
such other duties for the Corporation and any of the subsidiaries or affiliates of the
Corporation (any such subsidiary or affiliated corporation hereafter to be included where
reference is made to the Corporation under this Agreement) provided additional
responsibilities are not inconsistent with his role as President and CEO and such duties and
responsibilities are consistent with those customarily held or carried out by a President and
CEO of corporations in the oil and gas industry of a size similar to the Corporation. The
position, duties, authorities, and responsibilities of the Executive are set out in Schedule
“A” attached hereto.
	 
	1.2	 	In performing his duties, the Executive agrees to observe and follow the policies and
procedures established by the Corporation from time to time which are communicated to the
Executive by the Corporation in writing. These policies and procedures are subject to change
by the Corporation from time to time, provided the changes are communicated to the Executive
in writing, and the changes are not materially inconsistent with the terms set out in Schedule
“A”.
	 
	1.3	 	The Executive agrees to devote his full-time and attention to the discharge of his
obligations to the Corporation hereunder. The Executive will not assume additional












 




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	 	 	obligations or directorships with companies engaged in the exploration and/or production of
petroleum and natural gas, other than those as specifically set forth in Schedule “B”
attached hereto, without the express written consent of the Board of Directors of the
Corporation.





ARTICLE 2

REMUNERATION





	2.1	 	In consideration for his services to be performed under this Agreement, the Executive shall
receive in addition to all other benefits provided for in this Agreement an aggregate annual
salary (the “Annual Base Salary”) of not less than $375,000 payable by the Corporation in
semi-monthly installments in arrears. The semi-monthly salary payable to the Executive (the
“Semi-Monthly Base Salary”) shall be the Annual Base Salary divided by 24. The semi-monthly
salary payable to the Executive shall be subject to such tax and other withholdings as
required by law.
	 
	2.2	 	Increases to the Annual Base Salary shall be subject to review annually by the Corporation’s
Compensation Committee.






	2.3	 	The salary, benefits and other perquisites to which the Executive is entitled are set out in
Schedule “C”.





ARTICLE 3

AT WILL EMPLOYMENT





	3.1	 	Executive and the Corporation agree that Executive’s employment with the Corporation
constitutes “at-will” employment. Executive and the Corporation acknowledge that this
employment relationship may, as described in Section 6, be terminated at any time, upon
written notice to the other party, with or without Cause (as defined herein) or with or
without Good Reason (as defined herein), at the option either of the Corporation or Executive.
However, as described in this Agreement, Executive may be entitled to severance benefits
depending upon the circumstances of Executive’s termination of employment as set forth in
Section 6. Upon the termination of Executive’s employment with the Corporation for any
reason, subject to the terms of this Agreement, Executive will be entitled to payment of any
accrued but unpaid salary, accrued but unused vacation, expense reimbursements, and other
benefits due to Executive through his termination date under any Corporation-provided or paid
plans, policies, and arrangements in accordance with and subject to the terms of such plans,
policies and arrangements. Executive agrees to resign from all positions that he holds with
the Corporation, its subsidiaries or affiliates, immediately following the termination of his
employment if the Corporation so requests.












 





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ARTICLE 4

BENEFIT PROGRAMS





	4.1	 	Executive shall be entitled to participate in all benefit programs generally applicable to
executives of the Corporation in force or adopted by the Corporation from time to time as
permitted by such plans or programs, the particulars of which are as set out in Schedule “C”.
Without limitation to the foregoing, the Executive shall be entitled to receive the following
benefits while employed by the Corporation:






	 	(a)	 	the Executive shall be entitled to incur reasonable expenses necessary or
incidental to the proper discharge of his duties hereunder (in an amount or limit as
set out by the Corporation’s Board of Directors from time to time) which shall either
be paid for on his behalf by the Corporation or in respect of which he shall be
entitled to reimbursement by the Corporation upon submitting a proper accounting of
such expenses. All such expense claims shall be supported by receipts.
	 
	 	(b)	 	an appropriate level of Officer’s and Director’s insurance to be retained, with
premiums to be paid by the Corporation and having a minimum liability coverage of U.S.
$10,000,000. Furthermore, the Corporation agrees to maintain in force such a policy
for six years following the termination of Executive’s employment
	 
	 	(c)	 	an indemnification agreement for the Executive.






	4.2	 	As further compensation, the Executive shall: (i) receive bonuses determined by the
Corporation and at the sole discretion of the Corporation (which discretion shall be exercised
reasonably); and (ii) be eligible to be considered for grants under the Management Equity
Grants. The Executive’s participation in any of the Corporation’s benefit plans (whether
referenced in this Section 4.2 or otherwise) shall be in accordance with and subject to all of
the terms and conditions of such plans.





ARTICLE 5

VACATION





	5.1	 	The Executive shall be entitled to a maximum of five (5) weeks paid vacation each year, to be
taken at times mutually convenient to the Executive and the Corporation.






	5.2	 	The Executive shall, with the prior approval of the President and CEO, be entitled to carry
forward his vacation entitlement, as outlined pursuant to the policies of the Corporation, but
to a maximum of 2 weeks vacation entitlement.












 





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ARTICLE 6

TERMINATION





	6.1	 	This Agreement and the employment relationship hereunder may be terminated in any of the
following circumstances and upon termination the Executive shall be deemed to have resigned as
a director and/or officer of the Corporation.






	 	(a)	 	Death: This Agreement shall automatically terminate upon the death of the
Executive, in which case the Executive’s estate shall have no claim against the
Corporation for damages or otherwise arising out of or in respect of this Agreement
except for payment of any compensation accrued to the date of death.
	 
	 	(b)	 	Voluntarily: The Executive may voluntarily terminate this Agreement by
providing the Corporation with one month’s notice of his intention to do so. The
Corporation may waive its entitlement to notice by providing the Executive with a
payment equivalent to that portion of the Executive’s Annual Base Salary which would
have been payable to him during the notice period.
	 
	 	(c)	 	Cause: Notwithstanding any other term of this Agreement, the Corporation may
terminate the employment of the Executive and terminate this Agreement at any time for
“just cause” without any compensation, payment or liability whatsoever to the
Executive. Without limiting the foregoing, just cause includes:






	 	(i)	 	the conviction of the Executive for a criminal offence
involving fraud or dishonesty against Trident;
	 
	 	(ii)	 	the intentional making by the Executive or any member of the
Executive’s family of any material personal profit at the expense of Trident
without the prior written consent of Trident;
	 
	 	(iii)	 	wilful breach by Executive of a material provision of this
agreement;
	 
	 	(iv)	 	serious misconduct incompatible with Executive’s duties
hereunder or prejudicial to Corporation’s business and goodwill generally; and
	 
	 	(v)	 	the inability of Executive to perform the Executive’s duties
pursuant to this agreement by reason of a matter solely within his control or
by reason of any statue, law, ordinance, regulation, order, judgment or decree
that through an act of omission or commission by the Executive renders him and
he is unable to perform his duties pursuant to this agreement.






	 	(d)	 	Without Cause: This Agreement and the employment relationship hereunder may be
terminated by the Corporation without cause by 30 days written notice. On such
termination, Executive shall be entitled to compensation in lieu of notice, based on a
notice period of 24 months (the “Severance Period”). In the event the Corporation
elects to provide compensation in lieu of notice, the severance












 




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	 	 	 	payment (“Severance Payment”) for the entire Severance Period shall be as follows:






	 	(i)	 	if at the time that the Corporation delivers to the Executive
compensation in lieu of notice, Jon Baker is the president or CEO of the
Corporation or Trident Exploration Corp., this compensation shall be based on a
lump sum payment equal to 2 times (the “First Multiple”) the total cash
compensation, including Annual Base Salary and the cash value of premiums paid
on behalf of the Employee for all medical, dental, life and other insurance
plans, received by the Executive in the last completed fiscal year of the
Employer immediately preceding termination but excluding all incentive bonuses
paid to the Executive during such preceding fiscal year of the Employer; or
	 
	 	(ii)	 	if at the time that the Corporation delivers to the Executive
compensation in lieu of notice, Jon Baker is not the president or CEO of the
Corporation or Trident Exploration Corp., this compensation shall be based on a
lump sum payment equal to 2 times (the “Second Multiple”) the total cash
compensation, including Annual Base Salary, all incentive bonuses paid to the
Executive during the preceding fiscal year of the Employer and the cash value
of premiums paid on behalf of the Employee for all medical, dental, life and
other insurance plans, received by the Executive in the last completed fiscal
year of the Employer immediately preceding termination.






	 	 	 	The Corporation agrees that in the event of a Constructive Dismissal, the Executive
will be entitled to the compensation by way of a Severance Payment as stipulated in
6.1 (d)(ii) above. For the definition of Constructive Dismissal see article 6.2 (c)
below.
	 
	 	 	 	The parties agree that the Severance Payments pursuant to this Section 6.1(d) are
subject to all statutory deductions, conditional on the Executive executing and
delivering to the Corporation a Release in substantially the same form as Schedule
“D”, and further agree that the above provisions are fair and reasonable. The
Corporation agrees that it will cooperate with the Executive to make the payment of
the Severance Payment in a tax effective manner, subject to the proviso that any
requests from the Executive shall be in conformance with the requirements of the US
Internal Revenue 1986 (United States), and the regulations thereunder, and subject
to the proviso that if the Corporation so requests, without cost to the Corporation,
the Solicitor for the Executive, shall provide an unqualified written opinion to the
Corporation, on which the Corporation will be entitled to rely, that any such
request is in compliance with the US Internal Revenue 1986 (United States), and the
regulations thereunder.












 




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	 	(e)	 	Change of Control: In the event of a Change of Control (as defined in
Subsection 6.2(b)), the Executive may, within the 90 day period following the
occurrence of a Change of Control, upon providing the Corporation with 30 days written
notice, terminate his employment with the Corporation for Good Reason, setting out in
the said notice the basis on which Good Reason is being invoked. Upon providing the
Corporation with such notice, the Corporation shall pay the Executive the Severance
Payment amount in Subsection 6.1(d)(ii). In the event the Executive’s employment is
terminated in accordance with Subsection 6.1(e), the Corporation shall forthwith, but
in any event within 10 days, upon receipt by the Corporation of a Release executed by
the Executive, pay to the Executive such amount.
	 
	 	(f)	 	Termination Before or After Change of Control: If the employment of the
Executive is terminated by the Corporation without cause during the 90 days prior to or
after the occurrence of a Change of Control, then the Executive shall be compensated in
accordance with Subsection 6.1(d)(ii) as though the termination occurred pursuant to
that Subsection.
	 
	 	(g)	 	Management Equity Grants. Notwithstanding anything contained herein, the
effect of termination of this Agreement or the employment relationship on Management
Equity Grants of the Corporation shall be determined in accordance with its Management
Equity Grant Program.






	6.2	 	For purposes of this Agreement, the following terms shall have the following meaning:






	 	(a)	 	“Aurora Energy Partners, LP” means Aurora Energy Partners, L.P., a limited
partnership formed pursuant to the laws of the State of Utah;
	 
	 	(b)	 	“Change of Control” means and shall be deemed to have occurred if and when:






	 	(i)	 	any person or persons acting jointly or in concert (within the
meaning ascribed to such phrase in Section 159 of the Securities Act (Alberta))
shall (i) beneficially hold, directly or indirectly, a majority of the voting
interests of the Corporation, or (ii) shall have obtained the power (whether or
not exercised) to elect a majority of the board of directors of the
Corporation; provided that for the purposes of Section 6.2(b)(i), the McNeil
Group and Aurora Energy Partners, LP shall be deemed to not be acting jointly
or in concert on the date hereof and hereafter; or
	 
	 	(ii)	 	any person or persons acting jointly or in concert (within the
meaning ascribed to such phrase in Section 159 of the Securities Act (Alberta))
shall beneficially acquired more than 50% Effective ownership; or
	 
	 	(iii)	 	the Corporation sells all or substantially all of the assets
of the Corporation (other than to a wholly-owned subsidiary of the Corporation
or to a partnership to which the Corporation is a partner).












 






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	 	(c)	 	“Constructive Dismissal” means any action which would constitute termination at
law including any action or combination of actions which results in a material
reduction of seniority, duties, authorities, responsibilities or remuneration of
Executive shall be deemed to constitute Constructive Dismissal and thereby termination
of the employment of Executive. Executive acknowledges that from time to time there
will be some additions to, and realignments of, or changes in, the senior management of
Corporation , but unless such additions, realignments or changes result in a material
reduction of seniority, duties, authorities, responsibilities or remuneration of
Executive, such additions, realignments or changes shall not be deemed to constitute
Constructive Dismissal.
	 
	 	(d)	 	“Effective Ownership” means either:






	 	(i)	 	the sum of (A) such person or persons’ direct or indirect
percentage of the voting ownership of issued and outstanding shares in the
capital of the Corporation, excluding any such shares attributable to ownership
through Trident Resources Corporation, plus (B) the product obtained by
multiplying (x) such person or persons’ direct or indirect percentage of the
voting ownership of issued and outstanding shares in the capital of Trident
Resources Corporation by (y) Trident Resources Corporation’s direct or indirect
voting ownership of issued and outstanding shares in the capital of the
Corporation; or
	 
	 	(ii)	 	the sum of (A) such person or persons’ direct or indirect
percentage of the economic ownership of the Corporation, excluding any such
shares attributable to ownership through Trident Resources Corporation, plus
(B) the product obtained by multiplying (x) such person or persons’ direct or
indirect percentage of the economic ownership of Trident Resources Corporation
by (y) Trident Resources Corporation’s direct or indirect economic ownership of
the Corporation;






	 	(e)	 	“Good Reason” means either:






	 	(i)	 	the Constructive Dismissal of the Executive; or
	 
	 	(ii)	 	the failure of the Corporation to obtain a satisfactory
agreement from a successor to assume and agree to perform this Agreement or if
the business or undertaking in connection with which the Executive’s services
are principally performed is sold at any time after a Change of Control and the
Executive’s employment is transferred as a result, the purchaser of such
business shall fail to agree to provide the Executive with the same or a
comparable position, authority, responsibility, duties, compensation and
benefits, as described in Article 4, as provided to the Executive by the
Corporation immediately prior to the Change of Control; or












 





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	 	(iii)	 	in the event of a Change of Control, if within the period
commencing ninety (90) days from the event which constitutes a Change of
Control as defined herein, up until the six month anniversary of that event of
Change of Control, the Executive delivers a notice in writing to the
Corporation, that the Executive has elected to trigger the termination of his
employment, as the Executive is permitted to do at his absolute and unfettered
discretion by this sub-paragraph (iii), which would then require the
Corporation to pay the Executive the Severance Payment amount in Subsection
6.1(d)(ii) of this Agreement.






	 	(f)	 	“McNeil Group” means Charles S. McNeil and The McNeil Family Irrevocable GST
Trust, and any future partnership, limited liability, company or other entity of which
they are the sole owners.





ARTICLE 7

COVENANT NOT TO SOLICIT





	7.1	 	The Executive will not, without the prior written consent of the Corporation, at any time
during the period of the Executive’s employment, or for a period of 24 months after that
employment, initiate contact with any employee or executive of the Corporation or its
affiliates for the purpose of offering him or her employment or business opportunities with
any person or entity other than the Corporation. The Executive will not, without prior
written consent of the Corporation, at any time during the period of the Executive’s
employment, or for a period of 24 months after that employment, initiate contact with any
actual or prospective customer of the Corporation or its affiliates for the purpose of
soliciting, inducing, or attempting to induce, such customers to enter into any business
venture which engages in the evaluation, exploration, acquisition, ownership or development of
coal bed methane in Alberta or British Columbia, whether for the purpose of providing services
or otherwise, unless the Executive is acting on behalf of the Corporation, during the tenancy
of his employment, in the ordinary course of carrying out his duties in Schedule “A” attached
hereto.






	7.2	 	The Executive confirms that he has carefully considered the provisions of this Article 7 and
having done so, agrees that the restrictions set forth in these clauses are fair and
reasonably required for the protection of the interests of the Corporation and its business,
officers, directors and employees.






	7.3	 	The Executive understands and agrees that the Corporation will suffer harm in the event that
he breaches any of his obligations contained in this Article 7 and that monetary damages will
be inadequate to compensate the Corporation for such breach. Accordingly, the Executive
agrees that in the event of a breach or threatened breach by him of any of the provisions in
this Article 7, the Corporation, in addition to and not in limitation of any other rights,
remedies or damages available to it at law or in equity, shall be entitled to an interim
injunction, interlocutory injunction and permanent injunction on order to prevent or to
restrain any such breach by the Executive, or by any












 




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	 	 	of his partners, co-venturers, employers, employees, servants, agents, representatives and
any and all persons directly or indirectly acting for, on behalf of or with the Executive.






	7.4	 	Executive shall not during the continuance of this Employment Agreement, either as a
principal or agent, partner, or shareholder, or as a Director, Officer or Manager or Executive
of a corporation or otherwise, carry on or be engaged or concerned or interested in any
business which is in competition to any business conducted by Corporation or any affiliated or
subsidiary Corporation of Corporation. Notwithstanding the provisions of this Section 7.4,
nothing set out in this Agreement shall prevent Executive from being a shareholder only,
holding not more than 2% of the outstanding shares, of any Company or corporation carrying on
such a business and whose shares are listed on a recognized stock exchange in the United
States of America or Canada.
	 
	 	 	In the event that Executive determines that he has an interest as described above in this
Section 7.4, or any other interest which might be in conflict with his obligations to
Corporation, whether that conflict be apparent or real, Executive shall in writing disclose
that interest to the Secretary of Corporation who shall then be requested to provide a legal
opinion to Executive and Corporation as to whether or not the interest declared constitutes
a conflict of interest. During the period of time prior to the provision of said legal
opinion, Executive shall be entitled to continue to fully participate in his duties as
described hereunder, with the proviso that in the event that any matter relating to the
declared conflict of interest arises, Executive shall recuse himself from any discussion in
respect to that matter. Executive shall provide a report in writing on a weekly basis until
the legal opinion is received, of situations in which a recusal has taken place as required
hereunder. Once the legal opinion has been received together with any recommendations in
respect to the declared or apparent conflict of interest, Executive and the Board of
Directors of Corporation will conclude forthwith a mutually acceptable arrangement to ensure
that any concerns that are raised by the legal opinion in respect to this matter are dealt
with on a mutually satisfactory basis. Effective as of the Effective Date, Executive
declares that he knows of no conflict of interest or apparent conflict of interest that
would be in violation of the provisions of sub-paragraph 7.4.





ARTICLE 8

CONFIDENTIAL INFORMATION





	8.1	 	The Executive recognizes and acknowledges that during the course of his employment, he will
have access to certain information not generally known to the public, relating to the
products, sales or business of the Corporation and its affiliates which may include, without
limitation, software, literature, data programs, customer contact lists, sources of supply,
prospects or projections, manufacturing techniques, processes, formulas, research or
experimental work, work in process, trade secrets, business opportunities, reports,
evaluations, notes, analysis, documents, geological, engineering, geophysical and/or land maps
or data or any other proprietary or confidential matter including Business Records
(collectively, the “Confidential Information”). The Executive recognizes and acknowledges
that this Confidential Information constitutes a valuable, special and












 





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	 	 	unique asset of the Corporation and its affiliates, access to and knowledge of which are
essential to the performance of the Executive’s duties. The Executive acknowledges and
agrees that all such Confidential Information, including without limitation that which the
Executive conceives or develops, either alone or with others, at any time during his
employment by the Corporation and its affiliates, is and shall remain the exclusive property
of the Corporation. The Corporation further recognizes, acknowledges and agrees that, to
enable the Corporation and its affiliates to perform services for its customers or clients,
such customers and clients may furnish to the Executive confidential information concerning
their business affairs, property, methods of operation or other data, and that the goodwill
and successful business relationships afforded to the Corporation and its affiliates depends
on the Corporation’s executives and employees preserving the confidentiality of such
information, and that such information shall be treated as Confidential Information of the
Corporation for all purposes under this Agreement.






	8.2	 	The Executive agrees that, except as directed by the Corporation, the Executive will not at
any time, whether during or after his employment with the Corporation or its affiliates, use
or disclose to any person for any purpose other than for the benefit of the Corporation any
Confidential Information, or permit any person to use, examine and/or make copies of any
documents files, data, or other information sources which contain or are derived from the
Confidential Information whether prepared by the Executive or otherwise coming into the
Corporation’s possession or control without the prior written permission of the Corporation.






	8.3	 	The Executive agrees that upon request by the Corporation and in any event upon termination
of employment, the Executive shall turn over to the Corporation all Confidential Information
in the Executive’s possession or under his control which was created pursuant to, is connected
with or derived from the Executive’s services to the Corporation, or which is related in any
manner to the Corporation’s business activities or research and development efforts, whether
or not such materials are in the Executive’s possession as of the date of this Agreement.






	8.4	 	The Corporation and the Executive agree and stipulate that the agreements and covenants not
to solicit contained in Article 7, including the scope of the restricted activities described
therein and the duration and geographical extent of such restrictions, are fair and reasonably
necessary for the protection of the Confidential Information, goodwill, and other protestable
interests, in the light of all of the facts and the circumstances of the relationship between
the Executive and the Corporation.






	8.5	 	The Executive acknowledges that the disclosure of any Confidential Information or breach or
threatened breach of any of the non-solicit and non-disclosure covenants or other agreements
contained herein would give rise to irreparable injury to the Corporation or clients of the
Corporation which injury would be inadequately compensable in money damages. Accordingly, the
Corporation or where appropriate, a client of the Corporation, may seek and obtain injunctive
relief from the breach of any provision, requirements or covenant in this Agreement, in
addition to and not in limitation of any other legal












 




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	 	 	remedies, which may be available. The Executive further acknowledges, agrees and stipulates
that, in the event of the termination of employment with the Corporation, the Executive’s
experience and capabilities are such that the Executive can obtain employment in business
activities which are of a different and non-competing nature with his activities as an
Executive of the Corporation and that the enforcement of a remedy hereunder by way of
injunction shall not prevent the Executive from earning a reasonable livelihood. The
Executive further acknowledges and agrees that the covenants herein are necessary for the
protection of the Corporation’s legitimate business interests and is reasonable in scope and
content.





ARTICLE 9

BUSINESS RECORDS





	9.1	 	The Executive agrees to promptly deliver to the Corporation, upon termination of his
employment, or at any other time when the Corporation so requests, all documents relating to
the business of the Corporation, including without limitation all reports and related data,
such as maps, charts, logs and calculations, summaries, memoranda and opinions relating to the
foregoing, contract files, notes, records, drawings, manuals, correspondence, financial and
accounting information, customer lists, statistical data and compilations, patents,
copyrights, trademarks, trade names, inventions, formulae, methods, processes, agreements,
contacts, manuals or any other documents relating to the business of the related parties
(collectively, the “Business Records”) and all other Confidential Information, and all copies
thereof and therefrom.






	9.2	 	The Executive confirms that all of the Business Records which are required to be delivered to
the Corporation pursuant to this Article 9 constitute the exclusive property of the
Corporation.






	9.3	 	The obligation of confidentiality set forth in Article 8 shall continue notwithstanding the
Executive’s delivery of any such documents to the Corporation.






	9.4	 	Notwithstanding the foregoing provisions of this Article 9 or any other provision of this
Agreement, the Executive shall be entitled to retain any: (i) written materials received by
the Executive in the capacity as a shareholder of the Corporation; and (ii) written materials
which, as shown by the Executive’s records, were in the Executive’s possession on or prior to
the date of commencement of the Executive’s involvement in respect to a consulting agreement
with the Corporation or any predecessor.





ARTICLE 10

MISCELLANEOUS





	10.1	 	The invalidity or non-enforceability of any provision or portion of such provision of this
Agreement in any respect shall not affect this validity or enforceability of this Agreement in
any other respect or of any other provision of this Agreement. In the event that any provision
or portion of such provision of this Agreement shall be held invalid or unenforceable by a
court of competent jurisdiction by reason of the geographic or












 






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	 	 	business scope or the duration thereof, such invalidity or unenforceability shall attach
only to the scope or duration of such provision or portion thereof and shall not affect or
render invalid or unenforceable any other provision of this Agreement, and, to the fullest
extent permitted by law, this Agreement shall be construed as if the geographic or business
scope or the duration of such provision or portion thereof had been more narrowly drafted so
as not to be invalid or unenforceable.






	10.2	 	Any notices or other communications required or permitted to be sent hereunder shall be in
writing and shall be duly given if personally delivered or sent via courier, if to the
Executive at [address], and if to the [Corporation at Suite 1000, 444 — 7th Avenue S.W.,
Calgary, Alberta, T2P 0X8]. Either party may change his or its address for the sending of
notice to such party by written notice to the other party sent in accordance with the
provisions hereof.






	10.3	 	Words used in this Agreement, which refer to the Executive and denote the male gender shall
also be deemed to include the female gender or neuter gender when appropriate.






	10.4	 	This Agreement cannot be modified except in writing signed by both parties.
	 
	10.5	 	This Agreement may be executed in counterparts, each of which shall be an original and all of
which together shall constitute one and the same instrument.
	 
	10.6	 	The provisions of Article 7, Article 8 and Article 9 shall continue in effect notwithstanding
termination of the Executive’s employment hereunder for any reason.
	 
	10.7	 	The duties and remuneration outlined in this Agreement have been provided with ample
consideration between the parties.
	 
	10.8	 	This Agreement constitutes the entire agreement of the parties relating to the subject matter
hereof, and supersedes all previous agreements, arrangements, and understandings, whether
express or implied, relating to the subject matter hereof. No other agreements, oral, implied
or other, regarding the subject matter of this Agreement shall be deemed to exist or bind
other parties hereto.
	 
	10.9	 	This Agreement shall be construed and enforced in accordance with the laws of the Delaware.
The parties hereby attorn to the exclusive jurisdiction of the Delaware in order to settle any
disputes relating to this Agreement.
	 
	10.10	 	This Agreement shall be binding upon the Executive, his heirs and executors and upon the
Corporation and its successors and assigns.
	 
	10.11	 	The Executive represents and warrants to the Corporation that he is not barred by or subject
to any contractual or other obligation that would be violated by the execution or performance
of this Agreement.
	 
	10.12	 	The failure of a party to insist upon strict adherence to any terms of this Agreement on any
occasion shall not be considered a waiver nor deprive that party of the right to insist












 






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	 	 	upon adherence to that term or any other term of this Agreement. Any waiver or amendment to
this Agreement must be in writing.
	 
	10.13	 	The Executive acknowledges and agrees that the Executive will take all necessary steps to
protect and maintain personal information of the employees, consultants or customers of the
Corporation obtained in the course of the Employee’s employment with the Corporation. The
Employee shall at all times comply, and shall assist the Corporation to comply, with all
applicable privacy laws.
	 
	10.14	 	The Executive acknowledges and agrees that the disclosure of the Executive’s personal
information may be required as part of a potential business or commercial transaction or as
part of the Corporation’s management of the employment relationship, and the Executive hereby
grants consent as may be required by applicable law to the disclosure of personal information
for the purposes of any potential business or commercial transaction and the ongoing
management of the employment relationship by the Corporation.
	 
	10.15	 	All compensation provided by the Corporation under this Agreement is subject to any and all
withholding by the Corporation as required by applicable law. In any event, the Executive
shall be responsible for payment of any and all taxes in respect of any payments or benefits
provided herein.





IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first
above written.




	 	 	 	 	 
	 	 	TRIDENT RESOURCES CORP.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Jon Baker







 









 








SCHEDULE “A”






 









 








SCHEDULE “B”




EXISTING DIRECTORSHIPS






 









 








SCHEDULE “C”





 









 






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SCHEDULE “D”



In order to receive the entitlements referred to in this Agreement, the Executive shall execute the
attached Release, fully releasing the Corporation from all further claims in relation to his
employment or Employment Benefits and the termination thereof upon payment of the remuneration and
benefits referred to in Article 6 of the Executive Employment Agreement. The attached Release
shall not, however, require that the Executive relinquish or release any rights to indemnity which
the Executive may, as an officer or director of the Corporation, have as against the Corporation
for costs, charges and expenses reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which the Executive is made a party by reason of being or
having been a director or officer of the Corporation where:





	(a)	 	the Executive has acted honestly and in good faith with a view to the best interests of the
Corporation; and






	(b)	 	in the case of a criminal or administrative action or proceeding enforced by a monetary
penalty, the Executive had reasonable grounds for believing his conduct was lawful.






 









 








FINAL RELEASE




     KNOW ALL MEN BY THESE PRESENTS that I, Jon Baker, of Diamondhead Mississippi, in consideration
of the amounts provided in that certain Executive Employment Agreement (the “Executive Employment
Agreement”) dated as of January 1, 2005 between myself and Trident Resources Corp. (the
“Corporation”) and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, do for myself, my executors and assigns hereby remise, release and forever
discharge the Corporation, and any associated, affiliated, predecessor or parent corporation of the
Corporation and their present and former directors, officers, agents and employees (the
“Releasees”), including each of their respective successors, heirs, administrators and assigns,
from all manner of actions, causes of action, debts, obligations, covenants, claims or demands,
whatsoever which I may ever have had, now have, or can, shall or may hereafter have against the
Releasees or any of them, by reason of or arising out of any cause, matter or thing whatsoever
done, occurring or existing up to and including the present date and, in particular, without in any
way restricting the generality of the foregoing, in respect of all claims of any nature whatsoever,
past, present or future, directly or indirectly related to or arising out of or in connection with
my relationship with the Releasees, as an employee, officer or director, and the termination of my
employment from the Corporation including, but not limited to, any claims related to any
entitlement I may have or may have had to any payment or claim either at common law or under the
Employment Standards Code, Human Rights, Citizenship and Multiculturalism Act or any other
applicable legislation governing or related to my employment with the Releasees.



     AND FOR THE SAID CONSIDERATION I, Jon Baker, represent and warrant that I have not assigned to
any person, firm or corporation any of the actions, causes of action, claims, suits, executions or
demands which I release by this Release, or with respect to which I agree not to make any claim or
take any proceeding herein.



     IT IS FURTHER ACKNOWLEDGED that the payment to me includes full compensation and consideration
for the loss of my employment benefits, as provided by the Releasees, and that all of my employment
benefits and privileges shall cease on the Date of Termination of my employment, except as
otherwise provided in the Executive Employment Agreement. I further acknowledge that I have
received all benefits due to me and have no further claim against the Releasees for such benefits
except as may be pursued in connection with sections (a), (b) and (c) below. I further accept sole
responsibility to replace such benefits which I wish to continue or to exercise conversion
privileges where applicable with respect to such benefits and, in particular any life insurance and
long-term disability benefits. In the event that I become disabled following termination of my
employment, I covenant not to sue the Releasees for insurance or other benefits or loss of same and
hereby release the Releasees from any and all further obligations or liabilities arising therefrom.
For the purposes of this Final Release, “Date of Termination” means the date upon which the
Executive’s employment is terminated pursuant to Article 6 of the Executive Employment Agreement.
For greater clarity, the Date of Termination shall mean the date upon which the Corporation
provides the Executive with written, verbal or other notice that his employment has been terminated
pursuant to the Executive Employment Agreement or the date upon which the Executive provides the
Corporation with written notice terminating his employment pursuant to the Executive Employment
Agreement.











 





- 2 -

     Notwithstanding anything contained herein, this Release shall not extend to or affect, or
constitute a release of, my right to sue, claim against or recover from the Releasees and shall not
constitute an agreement to refrain from bringing, taking or maintaining any action against the
Releasees in respect of:




	 	(a)	 	any corporate indemnity existing by statute, contract or pursuant to any of the
constating documents of the Corporation provided in my favour in respect of my having
acted at any time as a director, officer or both of the Corporation;
	 
	 	(b)	 	my entitlement to any insurance maintained for the benefit or protection of the
directors and/or officers of the Corporation, including without limitation, directors’
and officers’ liability insurance; or
	 
	 	(c)	 	my entitlement to any amounts or compensation due to me under the terms of my
employment pursuant to my Executive Employment Agreement.





     IT IS HEREBY AGREED that the terms of the Executive Employment Agreement and of this Release
will be kept confidential. No party hereto shall communicate any such terms to any third party
under any circumstances whatsoever, excepting any necessary communication with my legal and
financial advisors, as required, on the express condition that they maintain the confidentiality
thereof, and any disclosure which is required by law, although either party shall be at liberty to
disclose to third parties that a mutually acceptable Release was agreed upon. The invalidity and
unenforceability of any provision of this Release shall not affect the validity or enforceability
of any other provision of this Release, which shall remain in full force and effect.



     I HEREBY DECLARE that I have read all of this Release, fully understand the terms of this
Release and voluntarily accept the consideration stated herein as the sole consideration for this
Release for the purpose of making a full and final settlement with the Releasees. I further
acknowledge and confirm that I have been given an adequate period of time to obtain independent
legal counsel regarding the meaning and the significance of the terms herein and the covenants
mutually exchanged.



     IT IS HEREBY AGREED THAT as a term of the termination of my employment from the Corporation,
and in consideration of the amount noted above, I hereby resign as an officer of the Corporation
and its affiliates.



     IN
WITNESS WHEREOF, I have hereunto set my hand and seal this                      day of
                                        , in the year 20          .



	 	 	 	 	 
	 

	 	 	 	 
	WITNESS (Signature)

	 	 	 	Jon Baker
	 
	 	 	 	 
	 

WITNESS (Print Name)