Peninsula Energy Ltd.: Exhibit 4.6 - Filed by newsfilecorp.com






 

	1900 W Warlow, Unit
      A, PO Box 2318, Gillette, WY 82717 
	+1 (307)686 4066 


EXECUTIVE EMPLOYMENT CONTRACT 

THIS AGREEMENT is between [insert name] of [insert address]
(the "Executive") and Strata Energy Corporation, a Delaware Corporation having
its principal place of business in the State of Wyoming, ("the Company") and a
wholly owned subsidiary of Peninsula Energy Limited (Peninsula). 

W I T N E S S E T H: 
__________________


WHEREAS, the company has embarked on a significant effort to
discover, identify, permit, mine and produce uranium resources in the United
States of America. 

WHEREAS, the Company desires to make a significant commitment
to its executives and to obtain from them a similar commitment. 

WHEREAS, the Company has offered to employ the Executive under
the terms and conditions set forth below and the Executive has accepted
employment under those terms and conditions. 

NOW THEREFORE, in consideration of the mutual covenants
contained herein and intending to be legally bound, the parties agree as
follows: 

	1. 	
      EMPLOYMENT. The Company will employ the Executive, and
      the Executive agrees to serve, as a [insert position] of the Company, in
      accordance with the terms of this Agreement. During the term of this
      Agreement, and excluding any periods of vacation and sick leave to which
      the Executive is entitled, the Executive agrees to devote reasonable
      attention and time to the business and affairs of the Company and, to the
      extent necessary to discharge responsibilities assigned to the Executive
      hereunder, to use the Executive's best efforts to perform faithfully and
      efficiently such responsibilities.

	 	 
	2. 	
      TERM. This Contract will, upon execution by both parties,
      become effective upon the commencement date of the Executive and shall
      remain in effect unless terminated by either party in accordance with this
      Agreement.

	 	 
	3. 	
      COMPENSATION.




	 	a. 	
      The Executive shall be paid a minimum base annual salary,
      and additional benefits, as detailed in Schedule 1, which annual base
      salary will be subject to adjustment annually by the Remuneration
      Committee of the Board of Peninsula.








	 	b. 	
      The Executive will be eligible to participate in such
      stocks, stock option, annual bonus, deferred compensation, incentive,
      retirement and employee welfare benefit plans to the extent such plans or
      programs are applicable generally to other peer executives of the Company
      or Peninsula.

	 	 	 
	 	c. 	
      The Executive will be eligible for paid vacation time as
      provided in Schedule 3.

	 	 	 
	 	d. 	
      The Executive will be eligible for severance pay as
      provided in Paragraph 4. The Executive waives all rights under the Strata
      Energy Corporation Severance Program.




	4. 	
      TERMINATION OF EMPLOYMENT. The Executive's employment may
      be terminated by the Company for Good Cause (defined below), upon the
      Executive's Disability (defined below) or without cause. The Executive may
      terminate his employment hereunder for Good Reason (defined below) or
      without reason. Upon termination of the Agreement by either party for any
      reason, the Executive will be paid accrued salary, unused earned vacation
      and any other compensation which is accrued and unpaid as of the date of
      termination, as well as any unreimbursed appropriately documented
      authorized business expenses. In the case of termination by the Company
      without cause or for Disability, or termination by the Executive for Good
      Reason, the Executive will be entitled to the following additional
      payments, upon signing a separation agreement and general release of the
      Company from all liability relating to the Executive's employment and
      employment termination (the "Separation
Agreement"):




	 	a. 	
      Termination without Good Cause or by the Executive for
      Good Reason. If the employment is terminated by the Company without good
      cause or by the Executive for Good Reason, the Executive will be entitled
      to a payment equal to the sum of [insert] months base salary. All payments
      will be subject to required payroll deductions and withholdings. All other
      Company-paid perquisites will terminate on the date of
  termination.

	 	 	 
	 	b. 	
      Termination Due to Disability of the Executive. If the
      Executive is unable to substantially perform the duties of his position
      because of physical or mental impairment or illness for an aggregate of
      six months during any twelve month period, the Company may elect to
      terminate the Executive's employment, in which case all obligations of the
      Company under this agreement shall terminate, except that the Company
      shall continue the Executive's pre- termination base salary, health,
      dental, vision, prescription and life insurance coverage for a period of
      three months after the termination date, reduced by any disability
      payments for which the Executive is eligible under any Company-sponsored
      (directly or indirectly) disability plans. For purposes of this paragraph
      "disability" means the absence of the Executive from the Executive's
      duties with the Company due to physical or mental incapacity, which
      incapacity and its cause for such absence is determined by a physician
      selected by the Company or its insurers and acceptable to the Executive or
      the Executive's legal representative.



As used throughout this Agreement,
"Good Cause" means and is limited to: 

	 	(i) 	
      action by the Executive involving willful and wanton
      malfeasance involving specifically a wholly wrongful act;

	 	 	 
	 	(ii) 	
      the Executive being convicted of, or pleading guilty/nolo
      contendere to, a felony;

	 	 	 
	 	(iii) 	
      an intentional, material and substantial violation by the
      Executive of a rule, regulation, policy or procedure of the Company
      generally applicable to all employees;

	 	 	 
	 	(iv) 	
      a substantial and material neglect of Executive's duties,
      which remains uncorrected after written notice thereof and a cure period
      of thirty days; or



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	 	(v) 	
      a material failure by the Executive to follow a directive
      of the Board of Directors of the Company or Peninsula or the Executive's
      immediate superior, but only if such directive does not require the
      Executive to violate Company policy, or his professional or ethical
      responsibilities.



The Executive Committee of the Board
(or its equivalent in a successor corporation) will determine the existence of
good cause, after written notice of the charges to the Executive and an
opportunity for the Executive to be heard. 

During the term of this Agreement it
shall not be a violation of this Agreement for the Executive to serve on a
corporate, civic or charitable board or committee; deliver lectures, fulfill
speaking engagements or teach at educational institutions; or to manage personal
investments, so long as such activities do not violate applicable corporate
policy or procedures as in effect on the effective date of this Agreement and do
not materially interfere or conflict with the performance of the Executive's
duties and responsibilities or the interests of the Company or Peninsula.

As used herein, the term "Good Reason"
means a material diminution of the Executive's authorities, duties,
responsibilities, or status (including offices, titles, and reporting
requirements); a reduction in Executive's base salary or any material reduction
by the Company of the Executive's other compensation or benefits from that in
effect as of the effective date of this Agreement; provided, however, that the
Executive will not have "Good Reason" to terminate the employment for the
foregoing reasons unless the condition continues uncorrected for thirty or more
days after written notice to Executive's immediate superior or the Board
specifying the condition(s) with specific reference to this provision of the
Agreement. If a sale or transfer of the Company's assets or stock or any other
transaction results in the Executive no longer being employed by a corporation
controlled by the Company, the Executive will be deemed to have Good Reason to
terminate the Agreement, unless the purchaser or subsequent employer offers the
Executive employment and accepts a full and complete assignment of this
Agreement and agrees to discharge all obligations to the Executive hereunder,
including but not limited to offering a position which is substantially
equivalent in duties, responsibilities and status. If, notwithstanding the
foregoing, the Executive accepts an offer of employment with the purchaser which
provides for a lower salary or benefits package, then the Company's payment
obligation to Executive under subparagraph (a) above will be satisfied by the
acceptance of such employment by the Executive.

The payment under subparagraph (a) will
be made, and the salary continuation payments under subparagraph (b) will begin,
within thirty days after the Executive executes the Separation Agreement
mutually agreed by the Company and the Executive. The Executive authorizes the
Company to withhold from any salary continuation payments all amounts for which
he is indebted to the Company, including but not limited to, premium
contributions, loans, overpayments, damaged or unreturned property, unreimbursed
personal charges on Company credit cards or otherwise. 

	5. 	
      NONSOLICITATION/CONFIDENTIAL INFORMATION. The following
      definitions apply to this Paragraph:




	 	a. 	
      Confidential Business Information.

	 		
      Confidential Business Information, as used in this
      Agreement, includes, but is not limited to, non-public Company information
      relating to: manufacturing processes; product formulations; research and
      development activities; inventions and inventions in process; expansion or
      acquisition plans; existing and prospective marketing plans and
      activities; past, existing and future litigation and litigation
      strategies; the identity of all customers' key employees, contact persons
      and requirements; operating costs; prices and other customer contract
      provisions; bid or proposal opportunities; the identities and
      compensation arrangements of key employees of the Company; business plans
and strategies; and other non-public information which is of value to the
Company or to a competitor, regardless of whether such information is patented,
patentable, copyrighted, or technically classifiable as a trade secret. 



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	b. 	
      Competitive Business.

		
      The term Competitive Business means the manufacture or
      provision of the same products or services manufactured or provided by the
      Company during the Executive's employment.



The Executive covenants and agrees that
during and for a period of two years after termination of his employment,
whether the termination is voluntary or involuntary and regardless of the reason
therefore, the Executive will not solicit or induce, or attempt to solicit or
induce, any employee of the Company to terminate employment or to become
employed by another person or entity which is engaged in a Competitive Business.


The Executive agrees to hold and
safeguard for the benefit of the Company all Confidential Business Information
acquired or developed during the employment relationship. The Executive will
not, without the prior written consent of an officer of the Company, during the
employment term or thereafter, misappropriate, use for his own advantage,
disclose or otherwise make available Confidential Business Information to any
person, except in the good faith performance of the Executive's job duties while
employed by the Company to persons having a need to know such information for
the benefit of the Company. 

Before disclosing Confidential Business
Information under the compulsion of legal process, the Executive agrees to give
prompt notice to the Company of the fact that he has been served with legal
process which may require the disclosure of such Information. 

Upon termination of the Executive's
employment, he agrees immediately to return to the Company all Confidential
Business Information in his possession or under his control. The Executive
agrees that he will not retain any copies or reproductions of Confidential
Business Information. 

The Executive agrees, during the
two-year period after termination of employment with the Company, to notify the
Company of any offer of employment, consulting agreement or ownership
opportunity which may involve a Competitive Business, before accepting such
offer and sufficiently in advance thereof to permit the Company to protect its
rights hereunder. The Executive further agrees, that upon acceptance of any
offer to become an employee or consultant of a Competitive Business, to make
full disclosure of the existence and contents of this Paragraph to the
prospective employer or principal, and hereby authorizes the Company to do the
same. 

The Executive recognizes that
irreparable harm will result to the Company if Executive were to breach the
covenants of this Paragraph 5. The Company shall have the right, therefore, in
addition to and not in lieu of any other remedies which may be available at law
or in equity, to apply to any Court of competent jurisdiction to restrain,
temporarily and permanently, the Executive from violating these provisions. 

	6. 	
      INDEMNIFICATION

		
      The Company shall defend, indemnify and hold the
      Executive harmless from any proceeding to which the Executive is made a
      party because he is an officer or director of the Company provided
      however, that the Executive conducted himself in good faith and reasonably
      believed his conduct was in or at least not opposed to the best interests
      of the Company and in the case of criminal proceedings, the Executive has
      no reason to believe his conduct was unlawful.



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	7. 	
      GENERAL.




	 	a. 	
      This Agreement will be enforceable by, and shall inure to
      the benefit of, the Company, its successors and assigns. The Agreement may
      be assigned by the Company to a successor without the prior consent of the
      Executive.

	 	 	 
	 	b. 	
      The failure or refusal of either party to enforce this
      Agreement or to assert a violation hereof in a particular situation shall
      not be, and shall not be regarded as, a waiver of any other or subsequent
      breach of the same or any other provision of this Agreement.

	 	 	 
	 	c. 	
      This Agreement may not be modified, amended or terminated
      orally, but only by a written agreement which is signed by the President
      of the Company, or equivalent officer of Peninsula, and by the
      Executive.

	 	 	 
	 	d. 	
      This Agreement supersedes all prior and contemporaneous
      agreements which relate to the terms and conditions of Executive's
      employment, including any Change in Control Agreements, except for the
      Company's benefit plans and compensation programs offered to executives or
      employees generally.

	 	 	 
	 	e. 	
      The enforceability and interpretation of this Agreement
      shall be determined according to the laws of the state of Wyoming, without
      regard to its choice or conflict of laws principles.

	 	 	 
	 	f. 	
      In any arbitration or other legal proceedings between the
      parties, if the Executive substantially prevails he will be entitled to
      recover his costs, including reasonable attorneys' fees and all
      arbitration expenses, from the Company. If the Executive does not
      substantially prevail and it is determined that the claim or defense of
      the Executive was frivolous, the Company shall be entitled to recover its
      costs, including reasonable attorneys' fees and arbitration expenses, from
      the Executive.



IN WITNESS WHEREOF, the parties have signed this Agreement on
the _________________. 

STRATA ENERGY, Inc. 


	By: 	Name 
	  	Title 
	  	  
	  	
	  	Signature 



EXECUTIVE: 


	By: 	
	 	Print Name 
	 	  
	 	
	 	Signature 



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SCHEDULE 1: Minimum Annual Base Salary and Benefits 

	 	
    • 
	Minimum Annual Base Salary 
	 	  	         	o	US$[insert figure] 
	 	
    • 
	Retirement Benefit Contribution
      (401K) 
	 	  	 	o	[xx]% of base salary p.a. 
	 	
    • 
	Medical Benefits 
	 	  	        	o	Reimbursement of costs till Company establishes
      such benefits 
	 	
    • 
	Annual Bonus 
	 	  	         	o	An Annual Bonus of up to [xx]%of the Minimum
      Annual Base Salary on achievement of agreed key performance indicators
  


SCHEDULE 2: Peninsula Energy Limited Shares 

Incentive Shares (Issued on
commencement) 


	 	
    • 
	[insert figure] shares vesting at
      A$0.08 
	 	
    • 
	[insert figure] shares vesting at
      A$0.12 
	 	
    • 
	[insert figure] shares vesting at A$0.16
  



The above shares are in accordance with
the Peninsula Energy Limited Share Incentive Scheme. 

Additional incentive shares, warrants
or options will be granted at the discretion of the Remuneration Committee and
Board of Peninsula Energy Limited. 

The Company warrants to the Executive
that it has secured the authority from Peninsula Energy Limited to convey the
shares of Peninsula Energy Limited to the Executive on the terms and conditions
as provided herein. 

SCHEDULE 3: Annual Vacation Time 

		
      • 
	
      The Executive shall be entitled to annual paid vacation
      time of hours equal to four (4) times the regular work week. Vacation time
      shall be used within the fiscal year earned, shall not be cumulative and
      shall not be compensated if not used in the fiscal year earned, unless
      otherwise provided herein. 



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