exh10-1_emplagmt.htm


    
      

      

    

     

     

     

     

    

      


       

      EXHIBIT
        10.1

       

       

      EMPLOYMENT AGREEMENT

      BETWEEN PETROHUNTER OPERTATING
        COMPANY AND CHARLES B. CROWELL 

      DATED JANUARY
        4, 2008 

       






    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”), is made
      and entered into this 4th
      day of
      January, 2008, but effective  January 1, 2008 (the “Effective Date”),
      by and between PetroHunter Operating Company, a Maryland corporation
      (the “Employer”), and
      Charles B. Crowell, an individual  (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
      January 1, 2008.

     


    
      
        
           

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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.  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, (b) the Board of Directors of the Employer has adopted a
      resolution terminating Employee’s employment 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

     


    
      
        
           

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    2.4 Cause”
      termination.  If a matter purportedly 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 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.

     

    2.5 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 $480,000 (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 Benefits.
      During the
      Employment Period, the Employee shall 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”).

     

    3.3 Stock
      Options.  The Employee will receive stock option grants
      totaling 5,000,000 stock options of PetroHunter Energy Corporation common stock
      (the “Stock
      Options”) to be priced at the last reported sale price of the common
      stock as quoted on the OTC Bulletin Board on the Effective Date (or on the
      preceding stock market business day if such date is a Saturday, Sunday, or
      a
      holiday).  The Stock Options shall be exercisable as
      follows:  (i) 20% of the Stock Options shall be exercisable upon the
      Effective Date, and (ii) 20% of the Stock Options shall become exercisable
      on
      January 1, of each 2009, 2010, 2011, and 2012.

     

     

    3.3.1                      
      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: 


    
      
        
           

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(i)
      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.

     

    (ii) 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

     

     

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

     

     

    Notwithstanding
      the foregoing subparagraphs (i) through (iii), 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.

     

    3.4 Rental
      Assistance.  The Employee will be paid a living allowance of
      $60,000, payable in equal periodic installments of $5,000 per month during
      the
      one-year period following the Effective Date.

     

    3.5 Relocation
      Allowances.  The Employee will be paid a one-time relocation
      allowance of $10,000 on the Effective Date.

     

    3.6 Travel
      Expenses.  The Employer will provide the Employee with twelve
      round trip airline tickets from Dallas, Texas to Denver, Colorado, during the
      one-year period following the Effective Date.

     


    
      
        
           

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    4. VACATIONS,
      HOLIDAYS AND SICK LEAVE

     

    The
      Employee will accrue 8.33 hours of vacation time for each pay period for a
      total
      of 200 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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    7.2 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.

     

    7.3 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.

     

    7.4 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.

     

    7.5 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.

     

    7.6 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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    7.7 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. 

            


    

     

    7.8 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.

     

    7.9 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.

     

    7.10 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.

     

    7.11 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.

     

    7.12 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. White Johnson 

            
	
              Name:       Kyle
                L. White Johnson

            
	
              Title:         Vice
                President of
                Administration

            


    

    


    


    
      	
              EMPLOYEE:

            
	 
	 
	 /s/
              Charles B. Crowell 
	
              Name:       Charles
                B. Crowell

            
	
              Address:

            
	
                                                                              
                  

            
	
              Facsimile
                Number:

            


    

    


     

     

    Employment
      Agreement

    Charles
      B. Crowell

     

    9