Exhibit
10.8


 


EXECUTIVE
DIRECTOR AGREEMENT


 


This
EXECUTIVE DIRECTOR AGREEMENT is dated March 24, 2016 (the "Agreement”) by and between Foothills Petroleum, Inc. a Nevada
corporation (the “Company”), and Christopher Jarvis, an individual resident of Maryland (the “Director”).


 


WHEREAS,
the Company appointed the Director effective April 1, 2016 (the “Effective Date”) and desires to enter into an agreement
with the Director with respect to such appointment; and


 


WHEREAS,
the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with
the provisions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.          Position.
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the Director
hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided,
however, that the Director’s continued service on the Board of Directors of the Company (the “Board”)
after the initial one-year term on the Board shall be subject to approval by the Company’s stockholders.


 


2.          Duties.


 


(a)  During
the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings, quarterly
pre-scheduled Board meetings and mandatory weekly management conference calls, serve on appropriate subcommittees as reasonably
requested and agreed upon by the Board, make himself available to the Company at mutually convenient times and places, attend external
meetings, conferences and presentations when agreed on in advance, as appropriate and convenient, and perform such duties, services
and responsibilities, and have the authority commensurate to such position.


 


(b)  The
Director’s specific roles and responsibilities shall require a minimum time commitment of approximately twenty (20) hours
per week and shall include the following:


		(i)	working on Company prospective acquisitions by providing
financial modelling, quantitative analysis and valuation opinions;



		(ii)	developing post acquisition/merger budgets and forecasts;



		(iii)	assisting in the preparation of presentation materials;



		(iv)	crafting financial strategies for completed acquisitions;
and



		(v)	developing risk management strategies for the Company.



 




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(c)  The
Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or
may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and
(ii) sits or may sit on the boards of directors of other entities, subject to any limitations set forth by the Sarbanes-Oxley
Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s common stock is listed or
traded. Director shall not be involved in any way with any company that could be considered a direct competitor, unless prior written
approval is granted by the Board. Notwithstanding the same, the Director will provide the Company with prior written notice of
any future commitments to such entities and use reasonable business efforts to coordinate his respective commitments so as to fulfill
his obligations to the Company and, in any event, will fulfill his fiduciary duties as a Director and other such obligations as
set forth herein. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in
any other business activity which could materially interfere with the performance of his duties, services and responsibilities
hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided
that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board
of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require
the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance
of the Director’s duties, services and responsibilities hereunder.


 


3.          Compensation.


 


(a)  Restricted
Stock. The Director shall receive one hundred twenty-five thousand (125,000) shares of the Company’s common stock.
Such shares shall vest according to the schedule below. Notwithstanding the foregoing, if the Director ceases to be a member of
Board at any time during the vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason
with or without cause), then any unvested shares shall be irrefutably forfeited. "Cause" shall mean fraud, willful misconduct,
gross negligence, breach of fiduciary duty or other gross misconduct by the Director with respect to a material matter relating
to the affairs of the Company. Furthermore, the Director agrees that the shares shall be subject to any “lock up” agreement
required to be signed by the Company’s officers in connection with any financing.


 


		(i)	40% vesting ninety (90) days from the Effective Date;



		(ii)	20% vesting one hundred eighty (180) days from the Effective
Date;



		(iii)	20% vesting two hundred seventy (270) days following
the Effective Date;



		(iv)	20% vesting three hundred sixty (360) days following
the Effective Date;



 


(b)  Independent
Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor and
not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration
made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and
the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith. Director’s
fee shall be five thousand U.S. dollars ($5,000.00) per month during the Directorship Term.


 


(c)  Expense
Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket
expenses incurred by the Director in attending any in-person meetings, provided
that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense
reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket
expenses of the Director in excess of $500.00) must be preapproved in writing by a duly authorized Officer of the Company.


 




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4.          Directorship
Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective
Date and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur:
(a) the death of the Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of
the Company and the Director; (c) the removal of the Director from the Board by the majority of quorum of stockholders of the Company
entitled to vote; and (d) removal for cause, and (e) the resignation by the Director from the Board.


 


5.          Director’s
Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this
Agreementshall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any
person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that
this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the
Director shall have no recourse whatsoever against any stockholder, Officer, or other Director of the Company or any of their respective
affiliates with regard to this Agreement.


 


6.          Director
Covenants.


 


(a)  Unauthorized
Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director
has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not
limited to, technical information, business and marketing plans, strategies, customer information, other information concerning
the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms
of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during
the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information,
either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided,
however, that (i) the Director
shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s
industry other than as a result of the Director’s breach of his obligations hereunder an (ii) the Director may, after giving
prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required
by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal,
geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company
and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer
lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary
or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by,
received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with
the Company during or prior to the Directorship Term, provided
that the Company shall retain such materials and make them available to the Director if requested by him in connection with any
litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the
Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved
to the reasonable satisfaction of the Company.


 




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(b) Non-Solicitation.
During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the
Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the
termination of the Directorship Term and/or at any time during the one year period prior to the termination of the
Directorship Term, was an employee, vendor or customer of the Company or otherwise had a material business relationship with
the Company.


 


(c) Non-Compete.
The Director agrees that during the Directorship Term and for a period of three (3) years thereafter, he shall not in any manner,
directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director,
stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the business of developing,
marketing, selling or supporting technology to or for businesses in which the Company engages in or in which the Company has an
actual intention, as evidenced by the Company's written business plans, to engage in, within any geographic area in which the Company
is then conducting such business. Nothing in this Section 6 shall prohibit the Director from being (i) a stockholder in a mutual
fund or a diversified investment company or (ii) a passive owner of not more than three percent of the outstanding stock of any
class of securities of a corporation, which are publicly traded, so long as the Director has no active participation in the business
of such corporation.


 


(d) Insider
Trading Guidelines. Director agrees to execute the Company’s Insider Trading Guidelines in the form as adopted
by the Company from time to time and the failure to do so shall be grounds for dismissal by a majority of the Board of Directors.


 


(e)  Remedies.
The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company
for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach
or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director,
without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law
or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach
or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges
that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 6.


 


(f)  Survivability
of Certain Provisions. The provisions of this Section 6 shall survive any termination of the Directorship Term, and
the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 6.


 




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7.          Indemnification.
The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under
applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board and the Company.


 


8.          Non-Waiver
of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance
by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to
affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every
provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time
or at any prior or subsequent time.


 


9.          Notices.
Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified
mail, postage prepaid, return receipt requested; to:


 


	If to the Company:	If to the Director:
	 	 
	Foothills Petroleum, Inc.	Christopher Jarvis
	633 17th Street, Ste. 1700-A	3832 Kendall Drive
	Denver, CO 80202	Frederick, MD 21704


  


Either
of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party
pursuant to this Section 9.


 


10.        Binding
Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns.
Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or
any portion of this Agreement without the prior written consent of the other party.


 


11.        Entire
Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them
as to such subject matter.


 


12.        Severability.
If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision
or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.


 




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13.        Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without
reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall
be heard and determined in any court in Denver County, State of Colorado and the parties hereto hereby consent to the jurisdiction
of such courts in any such action or proceeding; provided,
however, that neither party shall
commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute
or cause of action which is the subject of such action or proceeding through mediation by an independent third party.


 


14.       Legal
Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the
parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”),
shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection
with such Dispute; provided, however,
that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute
if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity presiding over such
Dispute to be frivolous or advanced not in good faith.


 


15.       Modifications.
Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing
duly signed by the party to be charged.


 


16.       Tense
and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also
used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference,
are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


17.       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.


 


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IN
WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the
Director has hereunto set his hand, on the day and year first above written.


 


	 	FOOTHILLS PETROLEUM, INC.
	 	 
	 	/s/ B. P. Allaire	 
	 	By: B. P. Allaire
	 	 
	 	Its: President
	 	 
	 	DIRECTOR
	 	 
	 	/s/ Christopher Jarvis	 
	 	Christopher Jarvis


 




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