ex10-1.htm


    
      
        
          

        

      

      Exhibit
        10.1

       

      RETENTION
        BONUS AGREEMENT

       

      This
        Retention Bonus Agreement (the “Agreement”) by and
        between Ignis Petroleum Group, Inc., a Nevada corporation (the
“Company”) with its principal place of business at One
        Legacy Town Center, 7160 Dallas Parkway, Suite 380, Plano, Texas 75024, and
        ___________ (the “Executive”) shall be effective as of
        June 1, 2007 (the “Effective
        Date").

       

      WHEREAS,
        the Board of Directors of the Company (the “Board”)
        has determined that it is in the best interests of the Company and its
        stockholders that certain key members of management be provided with the
        appropriate incentives to cause them to remain employed by the Company pending
        the Company’s reorganization;

       

      NOW
        THEREFORE, in consideration of the agreements contained herein including
        the
        undertakings of the parties hereto, the receipt and sufficiency of which
        are
        hereby acknowledged by each of the parties hereto, it is agreed as
        follows:

       

      
        	
                 

              	
                1.

              	
                Definitions.  For
                  purposes of this Agreement, the following words and phrases shall
                  have the
                  following meanings:

              


      

       

      
        	
                 

              	
                (a)

              	
                “Affiliate”
                  means, as it relates to a specified person or entity, a Person
                  that
                  directly, or indirectly through one or more intermediaries, controls,
                  is
                  controlled by, exercises a controlling influence over, or is under
                  common
                  control with, the Person specified.

              


      

       

      
        	
                 

              	
                (b)

              	
                “Cause”
                  means:

              


      

       

      (i)           Executive's
        willful failure, neglect, refusal, or nonperformance, at any time, of
        Executive's duties or obligations set forth in this Agreement or in Executive’s
        employment agreement with the Company, if any (the “Employment
        Agreement”), or a willful breach by Executive of this Agreement or
        Executive’s Employment Agreement;

       

      (ii)           Executive's
        conviction or no contest or guilty plea to or indictment for (or its procedural
        equivalent) a felony or crime involving moral turpitude, or Executive's guilty
        plea or no contest plea to a lesser included offense or crime in exchange
        for
        withdrawal of a felony indictment, felony charge by information, or a charged
        crime involving moral turpitude, whether the charge arises under federal,
        state
        or local law;

       

      (iii)           Executive's
        death or disability;

       

      (iv)           Executive's
        failure to adhere in any material respect to any material written policy
        of the
        Company;

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (v)           Executive's
        appropriation (or attempted appropriation) of a material business opportunity
        of
        the Company or any of its affiliates, including, without limitation, attempting
        to secure or securing, any personal profit in connection with any transaction
        entered into on behalf of the Company or any of its affiliates;

       

      (vi)           Executive's
        commission of an act of fraud, illegality, theft or willful misconduct toward
        the Company or any of its affiliates in the course of employment with the
        Company that relates to the Company's or any of its affiliates' assets,
        activities, operations or other employees;

       

      (vii)           Executive's
        repeated intoxication with alcohol or drugs while on the Company's premises
        during regular business hours; or

       

      (viii)           Executive's
        gross incompetence that has a material adverse impact on the Company's finances
        or operations or a pattern of gross incompetence of Executive, in each case
        as
        determined in good faith by the Board of Managers of the Company;

       

      
        	
                 

              	
                (c)

              	
                “Change
                  of Control” means,

              


      

       

      (i)           a
        merger or consolidation approved by the Company’s stockholders in which
        securities possessing more than fifty percent (50%) of the total combined
        voting
        power of the Company’s outstanding securities are transferred to a person or
        persons different from the persons holding those securities immediately prior
        to
        such transaction;

       

      (ii)           any
        stockholder-approved sale, transfer or other disposition of all or substantially
        all of the Company’s assets in complete liquidation or dissolution of the
        Company;

       

      (iii)           any
        sale of substantially all of the company’s assets pursuant to either Chapter 11
        or Chapter 7 of the United States Bankruptcy Code (the
“Code”);

       

      (iv)           confirmation
        of a Plan of Reorganization or a Plan of Liquidation under Chapter 11 of
        the
        Code;

       

      (v)           liquidation
        of the Company under Chapter 7 of the Code;

       

      (vi)           the
        acquisition, directly or indirectly, by any person or related group of persons
        (other than the Company or a person that directly or indirectly controls,
        is
        controlled by or is under common control with, the Company) of beneficial
        ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act
        of
        1934, as amended) of securities possessing more than fifty percent (50%)
        of the
        total combined voting power of the Company’s outstanding securities pursuant to
        a tender or exchange offer made directly to the Company’s stockholders;
        or

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (vii)           a
        change in the composition of the Board over a period of six consecutive months
        or less such that a majority of the Board members ceases, by reason of one
        or
        more contested elections for Board membership, to be comprised of individuals
        who either (A) have been Board members continuously since the beginning of
        such
        period or (B) have been elected or nominated for election as Board members
        during such period by at least a majority of the Board members described
        in
        clause (A) who were still in office at the time the Board approved such election
        or nomination.

       

      
        	
                 

              	
                (d)

              	
                “Employed
                  Months” means the number of days between the Effective Date
                  and the Transaction Date divided by
                  30.

              


      

       

      
        	
                 

              	
                (e)

              	
                “Good
                  Reason” means the Company’s breach of this Agreement or the
                  Employment Agreement, if any, and the continuing breach by the
                  Company
                  after receiving written notice by the Executive giving the Company
                  at
                  least 15 days to cure such breach.

              


      

       

      
        	
                 

              	
                (f)

              	
                “Monthly
                  Base Salary” means $[____________] the Executive’s monthly
                  base salary in effect on the date of this
                  Agreement.

              


      

       

      
        	
                 

              	
                (g)

              	
                “Person”
                  means any individual, corporation (including any non-profit corporation),
                  general or limited partnership, limited liability company, joint
                  venture,
                  estate, trust, association, organization, labor union, governmental
                  or
                  quasi-governmental authority of any nature, or other
                  entity.

              


      

       

      
        	
                 

              	
                (h)

              	
                “Retention
                  Bonus” means the Monthly Base Salary multiplied by
                  the  number of Employed
                  Months.

              


      

       

      
        	
                 

              	
                (i)

              	
                “Transaction
                  Date” means the date upon which a Change of Control,
                  Reorganization or Liquidation becomes
                  effective.

              


      

       

      
        	
                 

              	
                2.

              	
                Payment
                  of Retention Bonus.

              


      

       

      
        	
                 

              	
                (a)

              	
                In
                  consideration for the Executive’s efforts with the Company, the Company
                  shall pay to the Executive a Retention Bonus in the manner and
                  at the
                  times set forth herein.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  payments provided for in this Section 2 shall commence on June
                  1, 2007 and
                  will be paid as follows:  (i) 25% of the Retention Bonus shall
                  be paid at the commencement of each month that a Retention Bonus
                  is due to
                  the Executive; and (ii) the remaining 75% shall be paid on the
                  earlier
                  of:  (A) the occurrence of a Change of Control, or (B) six
                  months from the Effective Date.  Any Retention Bonus amount that
                  has accrued before this Agreement has been signed shall be paid
                  at the
                  time of signing.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (c)

              	
                If
                  the Executive’s employment with the Company is terminated at any time
                  during the Term (as defined in Section 3) (i) by the Company without
                  Cause
                  or (ii) by the Executive with Good Reason, Executive will be eligible
                  for
                  and the Company will pay to the Executive any remaining unpaid
                  portions of
                  the Retention Bonus so that the Executive will receive an additional
                  payment of, an amount equal to (A) the Monthly Base Salary multiplied
                  by
                  six minus (B) all prior Retention Bonus payments paid under this
                  agreement
                  to the Executive.  The Company shall pay any amount owed to the
                  Executive pursuant to this Section 2(c) within five business days
                  of any
                  such termination.

              


      

       

      
        	
                 

              	
                (d)

              	
                If
                  the Executive’s employment with the Company is terminated at any time
                  during the Term by the Company for Cause as a result of the Executive’s
                  death, Executive’s estate will be eligible for and the Company will pay to
                  the Executive’s estate any remaining unpaid portions of the Retention
                  Bonus so that the Executive’s estate will receive an amount equal to (i)
                  the Monthly Base Salary multiplied by the number of Employed Months
                  minus
                  (ii) all prior Retention Bonus payments paid to the
                  Executive.  The Company shall pay any amount owed to the
                  Executive’s estate pursuant to this Section 2(d) within five business days
                  of any such termination.

              


      

       

      
        	
                 

              	
                (e)

              	
                Notwithstanding
                  the foregoing, the Company shall not be required to pay and the
                  Executive
                  shall not be eligible for a Retention Bonus (except for portions
                  already
                  paid) if the Executive’s employment with the Company is terminated at any
                  time during the Term (i) by the Company for Cause (other than as
                  a result
                  of the Executive’s death) or (ii) by the Executive without Good
                  Reason.  In the event of any termination pursuant to this
                  Section 2(e), any amount paid to the Executive prior to such termination
                  may be retained by the Executive.

              


      

       

      
        	
                 

              	
                3.

              	
                Term.  This
                  Agreement shall become effective as of the Effective Date and shall
                  terminate upon the earlier of the date upon which the Executive
                  is paid
                  his entire Retention Bonus, including the amount set forth in Section
                  2(b)(ii) above, or the date upon which the Executive’s employment with the
                  Company is terminated (as the case may be, the
                  “Term”).

              


      

       

      
        	
                 

              	
                4.

              	
                Release
                  of Liability.  In consideration for the Company’s agreement
                  to make the payments provided for herein, the Company’s obligation to pay
                  such amounts is expressly conditioned upon Executive’s release of certain
                  claims as to the Company and its Affiliates from any actions, suits,
                  damages, demands and claims related to the period of Executive’s
                  employment and/or the termination of Executive’s employment, except for
                  the following: (a) any claims for wages, commissions, benefits,
                  vacation
                  pay, reimbursement of expenses and any and all other ordinary or
                  accrued
                  amounts owed to the Executive by the Company and its Affiliates;
                  and (b)
                  any and all claims, causes of action, demands, cross-claims,
                  counterclaims, rights of setoff, indemnity, contribution or subrogation
                  or
                  any other defense or claim which Executive may hold against the
                  Company
                  and its Affiliates where the Executive may be required to defend
                  himself
                  due to litigation against the
                  Executive.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                5.

              	
                Taxes.  All
                  payments to be made to Executive under this Agreement will be subject
                  to
                  any applicable withholding of federal, state and local income and
                  employment taxes.

              


      

       

      
        	
                 

              	
                6.

              	
                Section
                  409A.  In the event that the Company determines that any
                  payments to which Executive becomes entitled under this Agreement
                  in
                  connection with the termination of Executive’s employment constitute
                  deferred compensation subject to Section 409A of the Internal Revenue
                  Code
                  of 1986, as amended, and the regulations promulgated thereunder,
                  the
                  Company promptly shall inform Executive of such determination,
                  and
                  Executive may request a delay in the receipt of any payments to
                  be made
                  pursuant to this Agreement.  The Company will agree to such
                  delay upon receipt of a written request from
                  Executive.

              


      

       

      
        	
                 

              	
                7.

              	
                No
                  Guarantee of Employment.  Nothing contained in this
                  Agreement shall be construed as a contract of employment between
                  the
                  Company and the Executive, or as a right of the Executive to continue
                  in
                  the employ of the Company, or as a limitation of the right of the
                  Company
                  to discharge the Executive with or without
                  cause.

              


      

       

      
        	
                 

              	
                8.

              	
                Successors.

              


      

       

      
        	
                 

              	
                (a)

              	
                This
                  Agreement shall be binding upon the Company, its successors and
                  assigns,
                  and in the event of a Change of Control of the Company or in the
                  event the
                  Company shall be merged or consolidated or otherwise combined into
                  one or
                  more other corporations or other entities, or substantially all
                  of its
                  assets are sold or otherwise transferred to one or more other corporations
                  or entities, this Agreement shall be binding upon the corporation
                  or
                  entity resulting from such merger or consolidation or to which
                  such assets
                  shall be sold or transferred and shall be assignable by it by way
                  of
                  transfer of assets, merger, consolidation or combination to the
                  same
                  extent as if it were the Company. Except as provided above in this
                  Section
                  8(a), this Agreement shall not be assignable by the Company or
                  its
                  successors and assigns. The Company will require any successor
                  or assign
                  (whether direct or indirect, by purchase, merger, consolidation
                  or
                  otherwise) to all or substantially all of the business and/or assets
                  of
                  the Company, by agreement in form and substance satisfactory to
                  the
                  Executive, expressly, absolutely and unconditionally to assume
                  and agree
                  to perform this Agreement in the same manner and to the same extent
                  that
                  the Company would be required to perform it if no such succession
                  or
                  assignment had taken place.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                This
                  Agreement shall inure to the benefit of and be enforceable by the
                  Executive’s personal or legal representatives, executors, administrators,
                  successors, heirs, distributees, devisees and
                  legatees.

              


      

       

      
        	
                 

              	
                9.

              	
                Assignment
                  by Executive.  This Agreement shall not be assignable by the
                  Executive and shall not be subject to attachment, execution, pledge
                  or
                  hypothecation.

              


      

       

      
        	
                 

              	
                10.

              	
                Notice.  For
                  the purpose of this Agreement, notices and all other communications
                  provided for in this Agreement shall be in writing and either delivered
                  in
                  hand or by mail by United States registered or certified mail,
                  return
                  receipt requested, postage prepaid, or by nationally recognized
                  overnight
                  courier, and shall be deemed to have been duly given the sooner
                  of when
                  actually received or three (3) days following deposit (a) in the
                  mail by
                  United States registered or certified mail, return receipt requested,
                  postage prepaid or (b) with a nationally recognized overnight courier,
                  as
                  follows:

              


      

       

      If
        to the
        Company:

      


      One
        Legacy Town Center

      7160
        Dallas Parkway, Suite 380

      Plano,
        Texas 75024

      


      If
        to the
        Executive:

      


      [________________]

      7160
        Dallas Parkway

      Suite
        380

      Plano,
        TX
        75042

      


      or
        to
        such other address as either party may have furnished to the other in writing
        in
        accordance herewith, except that notices of change of address shall be effective
        only upon receipt.

       

      
        	
                 

              	
                11.

              	
                Modification.  No
                  provision of this Agreement may be modified, waived or discharged
                  unless
                  such waiver, modification or discharge is agreed to in writing
                  signed by
                  the Executive and the Company. No waiver by either party hereto
                  of, or
                  compliance with, any condition or provision of this Agreement to
                  be
                  performed by such party shall be deemed a waiver of any other provisions
                  hereof or of any similar or dissimilar provisions or conditions
                  at the
                  same or any prior or subsequent time. No agreements or representations,
                  oral or otherwise, express or implied, with respect to the subject
                  matter
                  hereof have been made by either party which are not set forth expressly
                  in
                  this Agreement.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                12.

              	
                Validity.  The
                  invalidity or unenforceability of any provisions of this Agreement
                  shall
                  not affect the validity or enforceability of any other provisions
                  of this
                  Agreement, which shall remain in full force and
                  effect.

              


      

       

      
        	
                 

              	
                13.

              	
                Governing
                  Law.  This Agreement shall be governed by the laws of the
                  State of Texas without giving effect to the conflicts of law principles
                  thereof. The parties hereby agree that the United States Bankruptcy
                  Court
                  shall retain exclusive jurisdiction to determine any disputes under
                  this
                  Agreement during the pendency of any case filed under Chapter 7
                  or Chapter
                  11 with the United States Bankruptcy
                  Court).

              


      

       

      
        	
                 

              	
                14.

              	
                Entire
                  Agreement.  This Agreement constitutes the entire
                  understanding of the parties, and revokes and supersedes all prior
                  agreements between the parties related to the payment of a Retention
                  Bonus
                  and is intended as a final expression of their agreement.  Any
                  employment agreements, severance agreements or change of control
                  agreements currently in place shall remain in place and shall not
                  be
                  superseded, amended or terminated as a result of this
                  Agreement.

              


      

       

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

       

      
        	
                [____________________]

              	 	
                 Ignis
                  Petroleum Group, Inc.,

                a
                  Nevada corporation

                 

                 

                 

              
	
                                                                            

              	 	 By:
                	
                                                                         

              
	 	 	 	
                 
                  Name:

              
	 	 	 	
                 
                  Title:

              


      

       

      
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