gihcexhibit103111809.htm


    
      

      

    

    Exhibit
10.3

       

       

      STOCK
VESTING AGREEMENT

       

       

      THIS STOCK VESTING AGREEMENT
(“Agreement”), is made and entered into as of this 19th day of November, 2009,
by and between Alamo Energy Corp., a Nevada corporation (the “Company”) and
Allan Millmaker, an individual (“Executive”).

       

       

      RECITALS

       

       

      A.          The
Executive is the record owner of 233,334 shares of the Company’s Common Stock
(the “Shares”).

       

       

      B.           In
order to facilitate the Company’s ability to raise capital (“Financing”), the
Company and certain investors in the Financing have requested that the Executive
agree to subject 116,667 of his Shares to vesting (the “Reserved Shares”).


       

       

      C.           In
exchange for certain consideration, the receipt and sufficiency of which is
hereby acknowledged, Executive desires to enter into this Agreement for the
purpose of specifying the terms and conditions relating to vesting of the
Shares.

       

       

      NOW,
THEREFORE, in consideration of the promises and of the mutual covenants of the
parties contained herein, it is hereby agreed as follows:

       

      1.           Forfeiture
of Reserved Shares.

       

            
(a)           The
Reserved Shares shall be subject to forfeiture until the occurrence of either of
the following conditions set forth below (each, a “Vesting Event”) or the
24-month anniversary of the date of this Agreement (the “Vesting Termination
Date”). A Vesting Event shall be deemed to have occurred if, prior to the
Vesting  Termination Date, either of the following conditions shall
have been satisfied: (i) the Company’s revenues for any fiscal quarter ending
after the date of this Agreement increase by one hundred percent (100%) as
compared to revenues for any previous fiscal quarter ending after the date of
this Agreement; (ii) the Company’s proved reserves for any fiscal quarter ending
after the date of this Agreement increase by one hundred percent (100%) as
compared to proved reserves for any previous fiscal quarter ending after the
date of this Agreement; or (iii) the Executive presents three (3) acquisition
opportunities to the Company’s Board of Directors in each of the next three
quarters after the date of this Agreement, and for the fourth quarter after the
date of this agreement the Company’s revenue, proved reserves or exploration
acreage increase by one hundred percent (100%) as compared to proved revenue,
proved reserves or exploration acreage for any previous fiscal quarter ending
after the date of this Agreement. Such opportunities shall contemplate the
acquisition of oil and gas rights in established oil and gas provinces in
geographic regions with stable governments with a risk profile to match the
Company’s investment criteria as determined by the Board of Directors in their
sole discretion. Upon the occurrence of a Vesting Event, the Reserved Shares
shall vest on the filing by the Company of its Quarterly Report on Form 10-Q for
the fiscal quarter in which such Vesting Event occurred, or, if such Vesting
Event occurred during the fourth quarter of a fiscal year, then as soon as
practicable following the filing by the Company of its Annual Report on Form
10-K for such fiscal year, as appropriate. Upon such date of filing and subject
to Section 1(h), the Company shall promptly deliver or cause to be delivered to
Executive the certificate or certificates representing such Reserved
Shares.  If a Vesting Event has not occurred by the Vesting
Termination Date, the Reserved Shares shall be deemed not to have been vested
and shall be cancelled.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      The Reserved Shares shall
be automatically forfeited to the Company and cancelled if Executive resigns for
any reason or his employment with the Company is terminated for “Cause” on
or before the second anniversary of this Agreement. For purposes of this
Agreement, “Cause” as used herein shall have the same meaning as the term
“Cause” in the Executive’s Employment Agreement dated November 19,
2009.

       

      In the
event of Executive’s death on or before the second anniversary of this
Agreement, fifty percent (50%) of Reserved Shares shall be released by Employer
and shall no longer be subject to forfeiture.

       

      In the
event Executive is terminated without Cause on or before the second anniversary
of this Agreement, the Reserved Shares shall be released by Employer and shall
no longer be subject to forfeiture.

       

      In the
event a minimum
of $1,000,000 has not been raised by the Company pursuant to the Financing
on or
before the first anniversary of this Agreement, the
Reserved Shares shall be released by Employer and shall no longer be subject to
forfeiture.

       

            (b)         
The stock certificates representing the Reserved Shares shall be held by the
Company. Any shares forfeited to the Company pursuant to Section 1(a) shall be
delivered to the Company’s transfer agent for cancellation as soon as
practicable. Concurrent with the execution of this Agreement, Executive shall
execute and deliver to the Company an irrevocable stock power endorsed in blank
and such other documentation as the Company shall reasonably require to carry
out the purposes of this Section 1.

       

       

      (c)           Until
cancelled by the Company in accordance with the provisions of this Section 1(a),
the Reserved Shares shall be held of record by the Executive for all purposes
(including federal income tax purposes), and the Executive shall have the full
right to vote the Reserved Shares on all matters coming before the stockholders
of the Company. For federal and state income tax purposes, any dividends or
other distributions with respect to the Reserved Shares shall be income of the
Executive.

       

       

      (d)           Executive
understands that under Section 83 of the Internal Revenue Code of 1986, as
amended (the “Code”), the fair market value of the Reserved Shares on the
date any forfeiture
restrictions applicable to the Reserved Shares lapse will be reportable as
ordinary income on the lapse date. Executive understands that he may elect under
Code Section 83(b) to be taxed at the time the Reserved Shares are received
hereunder, based on the fair market value of the Reserved Shares on that date,
rather than when and as the Reserved Shares cease to be subject to such
forfeiture restrictions. Such election must be filed with the Internal Revenue
Service within thirty (30) days after the date of purchase of the Reserved
Shares. Executive understands that failure to make this filing within the
applicable thirty (30) day period will result in the recognition of ordinary
income by Executive as the forfeiture restrictions
lapse.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      (e)           Any
attempt by Executive to sell, exchange, transfer, pledge or otherwise dispose of
the Reserved Shares prior to the release of such Reserved Shares pursuant to
Section 1(a) shall be null and void and shall have no force or
effect.

       

       

      (f)          Each
party shall execute and deliver all such further instruments and documents, and
shall perform any and all acts, necessary to give full force and effect to all
of the terms of this Section 1.

       

       

      (g)           In
the event of any stock dividend, stock split or consolidation of shares or any
like capital adjustment of any of the outstanding securities of the Company, all
new, substituted or additional securities or other property to which Executive
becomes entitled by reason of ownership of the Reserved Shares shall be subject
to forfeiture with the same force and effect as the Reserved Shares subject to
forfeiture immediately before such event.

       

       

      (h)           Executive
agrees to pay to the Company, at the applicable time, the full amount of
withholding taxes payable with respect to the Reserved Shares. If any
withholding tax is due at the time the restrictions lapse, no stock certificate
will be delivered to Executive until withholding requirements have been
satisfied. Pursuant to this Agreement, the Company is authorized to retain and
withhold from any payment, such as salary due Executive, the amount of taxes
required by any governmental agency to be withheld and paid with respect to the
delivery of restricted or unrestricted shares to Executive.

       

      2.           Transfer
of Shares. If at any time during the term of this Agreement Executive
shall seek to transfer the Shares and Employer shall require an opinion of
counsel to the effect that the transaction is exempt from registration, Employer
shall pay the reasonable fees of such counsel.

       

      3.           Non-Assignability.
This Agreement is entered into in consideration of the personal qualities of
Executive and may not be, nor may any right or interest hereunder be, assigned
by him without the prior written consent of the Company.

       

      4.           Notices.
Any notice, correspondence or payment required or permitted to be given or made
hereunder shall be deemed to have been duly given or made when personally
delivered to Executive or to Company, or, if mailed, postage prepaid, registered
or certified mail, to Executive at
10497 Town and Country Way, Suite 310, Houston, Texas 77024, and to the Company
at 10497 Town and Country Way, Suite 310, Houston, Texas 77024, Attention: Board
of Directors, or at such other address as may be designated in writing by either
party to the other, said notice, correspondence and/or payment, if mailed, being
deemed to have been duly given as of the date so mailed.

       

      5.           Entire
Agreement; Successors and Assigns. This Agreement constitutes the full
and entire understanding and agreement between the parties with respect to the
subject matter hereof, and any other written or oral agreement relating to the
subject matter hereof existing between the parties is expressly canceled. This
Agreement shall be binding upon, and inure to the benefit of the Company and its
successors and assigns.

       

      6.           Severability.
In the event that any provision hereof is deemed to be invalid or unenforceable,
the remaining provisions shall nevertheless remain in full force and effect
without being impaired or invalidated in any way.

       

      7.           Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada without regard to conflict of laws
principles.

       

       

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
set forth above.

       

       

      Executive:

       

       

      
/s/ Allan Millmaker         

      Allan
Millmaker

       

       

      Company:

       

       

      Alamo
Energy Corp.

       

       

       

       

      By:        /s/ Philip Mann             

      Philip
Mann

      Its:        Chief
Financial Officer

       

       

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