ex10_3.htm


    Exhibit
10.3



      EMPLOYMENT
AGREEMENT

      


      EMPLOYMENT
AGREEMENT (“Agreement”) is made between Rock Energy Resources, Inc. Corporation,
a Delaware Corporation (the “Company”, “Employer”), and Tom S. Elliott
(“Elliott”, “Employee”).

       

       

      RECITALS

       

       

      WHEREAS, Employer is engaged
in exploration, development and production of crude oil and natural gas;
and,

       

      WHEREAS,
Elliott has unique experience and knowledge regarding the hydrocarbon industry;
and,

       

      WHEREAS,
the Company is desirous of entering into an agreement with Elliott, whereby
Elliott will be employed by the Company as Chief Operating Officer and
President; and,

       

      WHEREAS,
Elliott agrees to serve as Chief Operating Officer and President of the Company
from the effective date of this Agreement until June 30, 2010 or until such time
as a successor is duly nominated and installed.

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants set
forth below, the parties agree as follows:

      


      
        	
                 
      

              	
                1)

              	
                Management and
      Operations.  Elliott hereby agrees to devote his full
      time, and best efforts, to managing and operating the business and
      commercial affairs of the Company and to perform in the capacity of
      COO/President on behalf of the Company. The designation by Employer’s
      Board of Directors or Managing Members of any other duties or any other
      corporate office, position or title for employee during the term of this
      Agreement shall not decrease Employee’s compensation as provided
      herein.  It is expressly understood by Employer and Employee
      that nothing within this Employment Agreement shall prevent or in any way
      limit Elliott from accepting directorships with other corporate entities
      unless said corporation would be in competition with the
      Company.

              


      

      


      
        	
                 
      

              	
                2)

              	
                Term.  Subject
      to provisions of termination as hereinafter provided, the term of this
      Agreement shall be for a period of two (2) years beginning as of the
      effective date and terminating on the date which is the last day prior to
      the second (2nd) anniversary of the Effective Date.  Absent
      written notice by Elliott to the Company or the Company to Elliott this
      contract will automatically add one year to its term on each one year
      anniversary date after June 30,
2010.

              


      

       

      
        	
                 
      

              	
                3)

              	
                Compensation.

              


      

      


      Base
Compensation.  For services rendered by Elliott under this
Agreement, the Company shall pay Elliott the sum of US $280,000.00
(Two Hundred Eighty Thousand Dollars) per annum, payable in equal semi-monthly
installments, due on the first and the fifteenth day of each month, of US $11,666.00
(Eleven Thousand Six Hundred Sixty Six Dollars) during the term of this
Agreement.

      


      
        	
                a.  

              	
                Payment of
      Compensation, Bonus and Commission.  The company will
      withhold any and all applicable federal and state taxes from any payments
      made to Elliott.

              


      

      


      
        	
                b.  

              	
                Expense Reimbursement
      :  The company shall reimburse Elliott for reasonable and
      necessary expenses incurred by Elliott in connection with his
      responsibilities under this  Agreement, provided , however, that
      Elliott shall submit properly documented requests for reimbursement to the
      Company

              


      

      


      
        	
                a.  

              	 


      

      
        	
                c.  

              	
                Health
      Insurance.  The Company shall provide Elliott with a
      major medical or health insurance program and or policy consistent with
      what other Company executive employees
receive.

              


      

      


      
        	
                d.  

              	
                Vehicles.  While
      employed by the Company, the Company shall provide Elliott with a motor
      vehicle, inclusive of operation and running costs of said
      vehicle.

              


      

      


      
        	
                 
      

              	
                       
      h.

              	
                Relocation.  Should
      the Company require Elliott to relocate from Elliott’s present location in
      Houston, the Company shall provide Elliott with full relocation assistance
      and reimbursement for all reasonable and necessary costs incurred in the
      relocation.

              


      

      


      
        	
                i.  

              	
                Additional
      Compensation.  Elliott shall receive a grant of 250,000
      (Two Hundred Fifty Thousand) shares of Rock Energy Resources Common stock
      upon signing this employment agreement.  Further, Elliott shall
      be entitled to all employee bonus plans, stock option plans, compensation
      programs, or policies now in existence or as may hereafter be conferred by
      Employer to all of its executive
employees.

              


      

      


      
        	
                 
      

              	
                4)

              	
                Compensation
      Review.  Compensation shall be reviewed on not less than
      an annual basis and adjusted to appropriately compensate Elliott for his
      services hereunder.  Increases in compensation shall be at the
      discretion of the company’s board of directors or governing members;
      however, in no event shall compensation be reduced from that which is
      provided for in this Agreement.

              


      

      


      
        	
                 
      

              	
                5)

              	
                Duties and Extent of
      Services.  Elliott shall have the following duties and
      responsibilities subject to the approval of the Managing Members or Board
      of Directors:

              


      

      


      
        	
                a.  

              	
                Elliott
      shall organize an appropriate management and operational team for all
      operations and undertakings of the Company, and shall have the right to
      employ individuals as may be necessary for the proper management of the
      Company.

              


      

      


      
        	
                b.  

              	
                Elliott
      shall actively participate in the development of Company properties,
      inclusive of exploitation, exploration, development and production; the
      marketing and development of technologies owned by the Company, its
      affiliates or subs; and all other aspects of the corporate
      enterprise.

              


      

      


      
        	
                 
      

              	
                c.

              	
                Elliott
      shall supervise and manage, or cause to be supervised and managed, the oil
      and gas leases and operating wells of the Company, and shall be
      responsible for managing the day to day operations of the Company with
      respect to such leases and wells.

              


      

      


      
        	
                d.  

              	
                Elliott
      shall advise the Company regarding the potential acquisition of additional
      oil and gas leases, the potential sale or other disposition of any oil and
      gas leases, and other commercial events, which bear towards the interests
      of the Company.

              


      

      


      
        	
                e.  

              	
                Elliott
      shall report to the Board of Directors, as required, with respect to the
      operation of oil and gas leases belonging to the Company, and all other
      commercial and financial developments, which bear towards the interests of
      the Company.

              


      

      


      
        	
                f.  

              	
                Elliott
      shall prepare, or cause to be prepared, all documents, reports and books
      of account as may be required for the Company, and file or cause to be
      filed such documents, reports and books of account in a timely fashion
      with all federal, state or foreign agencies in each appropriate
      jurisdiction.

              


      

      


      
        	
                g.  

              	
                Elliott
      shall be responsible for the day to day operations of the corporate
      affairs of the Company.

              


      

      


      
        	
                h.  

              	
                Elliott
      shall devote such time as is necessary to meet the on-going business
      commitments and other responsibilities under this
      Agreement.  Pursuit of personal business and investment
      activities by Elliott shall not constitute a breach of this
      Agreement.

              


      

      


      
        	
                i.  

              	
                Without
      the express written consent of the Board of Directors, Elliott my not
      engage in any oil and gas activity or opportunity, save and except
      activity which may accrue from Elliott’s activities as a minority
      shareholder in any private or publicly-held corporation or
      entity.  For purposes of this Agreement, a minority interest is
      described as less than 5.0% (five percent) of outstanding equities of such
      private or publicly-held corporation or
entity.

              


      

      


      
        	
                j.  

              	
                In
      the event Elliott has an opportunity in excess of 5.0%, Elliott may
      present the opportunity to the Board of Directors, and in the event the
      Company elects not to participate, Elliott my proceed at will for his own
      account and benefit.

              


      

      


      
        	
                 
      

              	
                6)

              	
                Operating
      Fund.  The Company has certain funds on deposit in one or
      more accounts at banking or financial institutions.  The parties
      acknowledge and agree that all such funds shall constitute an operating
      fund for the Company. Elliott may direct disbursements of funds from these
      accounts while performing his duties in managing the general corporate and
      operational affairs of the Company, provided said disbursements are
      limited to the operating budget approved by the Board of Directors or by
      the Managing Members.

              


      

      


      
        	
                 
      

              	
                7)

              	
                Extraordinary
      Expenditures.  Elliott shall not make any extraordinary
      expenditures in the course of the business in excess of US $ 100,000.00
      (One Hundred Thousand Dollars) without the prior approval the Board of
      Directors or Managing Members.

              


      

      


      
        	
                 
      

              	
                8)

              	
                Termination.  This
      Agreement shall be terminated upon the occurrence of any of the following
      events:

              


      

      


      
        	
                a.  

              	
                Employer
      may terminate the employment of Elliott under this Agreement with or
      without cause at anytime during the term of this Agreement to be effective
      not less than sixty (60) days from delivery of written notice of such
      termination by Employer to Employee.  Likewise, Employee may
      voluntarily terminate his employment under the Agreement with Employer,
      with or without cause, effective not less than sixty (60) days from
      delivery of written notice of such termination by Employee to
      Employer.  Upon termination of the Employee’s employment under
      this Agreement pursuant to this paragraph  8.a, neither party
      shall thereafter have any further rights duties or obligation under this
      Agreement, except as otherwise specifically provided hereunder, but each
      party shall remain liable and responsible to the other for all prior
      obligations and duties hereunder, for all acts and omissions of such
      party, its agents, servants and employees prior to such
      termination;

              


      

      


      
        	
                b.  

              	
                Upon
      the death of Elliott;

              


      

      


      
        	
                c.  

              	
                At
      the discretion of the Company if Elliott shall suffer a permanent
      disability (for purposes of this Agreement, “permanent disability” shall
      be described as Elliott’s inability by reason of physical or mental
      illness or other similar cause to perform the majority of his duties under
      this Agreement for a period of six (6) months or more, the Company may
      elect to terminate this Agreement, only by written notice, given to the
      spouse, guardian or trustee of Elliott and shall be given effect six (6)
      months following the date of such
notice;

              


      

      


      
        	
                d.  

              	
                Upon
      completion of the terms of this
Agreement.

              


      

      


      
        	
                 
      

              	
                9)

              	
                Termination
      Compensation.  If Employee is terminated under this
      Agreement by Employer with or without cause pursuant to the provisions of
      this paragraph or otherwise, then and in that event Employer shall be
      required to pay to Employee within ten (10) days of the effective date of
      the termination of the Employee’s employment under this Agreement, an
      aggregate amount equal to 2.99 times his then current base salary as set
      forth and described in paragraph 3a of this
  Agreement.

              


      

      


      
        	
                 
      

              	
                10)

              	
                Binding
      Arbitration.  Unless both Employer and Employee expressly
      agree otherwise, in writing, all disputes relating to the employment
      relationship, including EEOC and other complaints, to this Agreement, or
      any breach thereof or the meaning and effect of any term and provisions
      hereof, shall be submitted to binding arbitration by Employer and Employee
      pursuant to Texas law and in accordance with the Commercial Arbitration
      Rules of the American Arbitration
Association.

              


      

      


      
        	
                 
      

              	
                11)

              	
                Effective
      Date.  This Agreement shall become effective July 1,
      2008.

              


      

      


      
        	
                 
      

              	
                12)

              	
                Notices.  Any
      notice required or permitted to be given under the terms of this Agreement
      shall be sufficient, if in writing, and sent by United States mail,
      certified, postage prepaid, to his residence (8023 W. Oakwood Ct.,
      Houston, Texas 77040) in the case of Elliott, or to its principal business
      office (10375 Richmond Ave, Suite 2100, Houston, Texas 77047) in the case
      of the Company, and not less than one of the Board of Directors or
      Managing Members.

              


      

      


      
        	
                 
      

              	
                13)

              	
                Waiver of
      Breach.  The waiver by either party of a breach of this
      Agreement by the other shall not operate or be construed as a waiver by
      such party of any subsequent breach by the other
  party.

              


      

      


      
        	
                 
      

              	
                14)

              	
                Assignment.  Elliott
      shall not assign or transfer any of his rights under this Agreement,
      except as may be delegated to a member of management or such other party
      or person contracted by, or in the employ of the Company, without the
      express written consent of the Company except as may be provided for
      herein.  In the event of a sale of all of the company’s assets,
      the Company reserves the right to assign the Agreement to the purchaser of
      the assets.

              


      

      


      
        	
                 
      

              	
                15)

              	
                Indemnification.  SEPARATE
      AGREEMENT

              


      

      


      
        	
                 
      

              	
                16)

              	
                Default.  If
      either party defaults in any of the covenants or agreements herein
      contained, the defaulting party shall pay all costs and expenses,
      including reasonable attorney’s fees, incurred by the other party in
      enforcing its rights arising under this Employment Agreement, whether
      incurred through legal action or otherwise, and whether incurred before or
      after Judgment.

              


      

      


      
        	
                 
      

              	
                17)

              	
                Governing
      Law.  This Employment Agreement shall be governed by and
      construed under the laws of the State of Texas.  Services
      provided by Elliott shall be deemed to have been rendered in the State of
      Texas, unless otherwise agreed to, in writing, by the
    parties.

              


      

       

      
        	
                 
      

              	
                18)

              	
                Entire
      Agreement.  This Agreement contains the entire Agreement
      of the parties and supersedes all prior agreements, negotiations and
      understandings between the parties with regard to the services of Elliott
      to the Company.  This Agreement may not be changed by either
      party, except by written agreement signed by both parties.  This
      Agreement shall be binding upon, and shall inure to the benefit of
      Employer and Employee, and their respective heirs, personal and legal
      representatives, successors and
assigns.

              


      

      


      


      


      
        	
                The
      Company:

              	
                Rock Energy
      Resources

              


      

       

                                       _____________ 


                                        By:

       

       

       

      
        	
                The
      Employee:

              	
                Tom S.
      Elliott

              


      

      


                                       ______________


      
        	
                 
      

              	
                By:  Tom
      S. Elliott