Manas Petroleum Form 8-K, Exhibit 10.1


    Return
      to Main Document

     

    Exhibit
      10.1

     

    EMPLOYMENT
      AND NON-COMPETITION AGREEMENT

    


    


    THIS
      EMPLOYMENT AND
      NON-COMPETITION AGREEMENT (“Agreement”) is made as of the _First___ day of
      __June___, 2007, by and between ___Manas Petroleum______, a ___Nevada based____
      corporation (the “Company”), and ___Neil Maedel______, a resident of
      ____Nassau______, ____Bahamas______ (the “Employee”).

     

    W I T N E S S E T H:

     

    WHEREAS,
      the
      Company desires to retain the services of the Employee in the manner hereinafter
      specified in its business, thereby retaining for the Company the benefit of
      the
      Employee's business knowledge and experience and also to make provisions for
      the
      payment of reasonable and proper compensation to the Employee for such services;
      and

     

    WHEREAS,
      the
      parties have agreed to enter into this Agreement subject to the terms and
      conditions herein; and

     

    WHEREAS,
      the
      Employee is willing to be employed by the Company and to perform the duties
      incident to such employment upon the terms and conditions hereinafter set
      forth;

     

    NOW,
      THEREFORE, in
      consideration of the premises and mutual covenants and representations herein
      contained, the Company and the Employee mutually agree as follows:

     

    A
      G R E E M E N
      T:

     

    ARTICLE
      I

    EMPLOYMENT
      AND
      DUTIES

     

    Section
      1.1    Employment.     The
      Company shall
      employ the Employee, and the Employee shall accept employment with the Company
      as an employee of the Company, upon the terms and subject to the conditions
      hereinafter set forth and shall hold the title of _Director Business Development
      & Member of the Board of Directors (position). 

     

    Section
      1.2    Duties.     the
      Employee shall
      serve as Director Business Development (position) of the Company and,
      subject
      to the
      general operating policies, as amended from time 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    to
      time, of the
      Board of Directors (the “Board”) and the Company’s Certificate of Incorporation
      and By-Laws, Employee shall
      have
      supervision and control over, and executive responsibility for, the day to
      day
      business operations of the Company and its subsidiaries.
      Employee
shall
      have such other duties as customarily performed by the Director of Business
      Development and also have such other powers and duties as may be, from time
      to
      time, prescribed by the Board, provided that the nature of Employee’s powers and
      duties so prescribed shall not be inconsistent with Employee’s position and
      duties hereunder. Employee
      shall report
      directly and exclusively to the Board and CEO and no
      other executive
      officer will be appointed with authority over the business operations of the
      Company or its subsidiaries.
      During the Term,
      Employee shall also be nominated to serve as a member of the Board.

     

    The
      Employee shall
      devote his best efforts to the business and affairs of the Company and, during
      the Term (as defined in Section 2.1 of this Agreement) as well as the period
      provided in Article III, shall observe at all times the covenants regarding
      non-competition, and confidentiality provided in Article III hereof. The Company
      and Employee acknowledge and agree that, during the Term, Employee shall be
      permitted to (i)
      serve on
      corporate, civic or charitable boards or committees, and (ii) manage passive
      personal investments so long as any such activities do not unduly interfere
      with
      the performance of Employee’s responsibilities as an employee of the Company in
      accordance with this Agreement.

     

    ARTICLE
      II

     

    TERMS
      OF
      EMPLOYMENT; COMPENSATION AND BENEFITS

     

    Section
      2.1    Term.     Except
      as otherwise
      provided herein, the term of this Agreement shall be open-ended
      beginning on the Effective Date (the “Initial Term”). 

     

    Section
      2.2    Compensation.     Except
      as otherwise
      set forth herein, the Company shall pay, and the Employee shall accept as full
      consideration for the services to be rendered hereunder, and the covenants
      entered into hereunder, compensation as set forth in Exhibit
      “A”,
      attached hereto
      and incorporated herein by reference.

     

    Section
      2.3    Benefits.     The
      Employee shall be
      entitled to participate in such fringe benefits as are generally available
      to
      employees of the Company or key executive personnel, and 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    to
      the normal
      perquisites provided to such executives. Such benefits, if any, shall be
      provided upon the terms and conditions as set forth on Exhibit
      “B”,
      attached hereto
      and incorporated herein by reference. Provided however, nothing in this
      Agreement shall be construed to require the Company to offer any specific fringe
      benefit to Employee, except those specifically enumerated in Exhibit B, to
      effect compliance with this Section 2.3.

     

    ARTICLE
      III

     

    NON-COMPETITION
      AND
      CONFIDENTIALITY

     

    Section
      3.1    Restrictive
      Covenants.

     

    (a)    Confidentiality.     The
      Employee
      specifically agrees that, without the consent of the Company, he will not at
      any
      time, in any fashion, form, or manner, either directly or indirectly, divulge,
      disclose, or communicate to any person, firm or corporation (other than to
      an
      attorney or accountant in the regular course of the Company’s business) any
      Confidential Information (as hereinafter defined). Upon the termination of
      this
      Agreement for any reason, the Employee shall immediately surrender and deliver
      to the Company all Confidential Information in all forms. The covenants set
      forth in this Section 3.1(c) shall survive the termination of this Agreement
      for
      a term of ten (10) years subsequent to the termination date.

     

    (b)    Continuing
      Obligations.     The
      Employee
      agrees that his obligations and duties contained in this Article III are
      continuing obligations and, except as otherwise set forth herein, said duties
      shall survive the termination or expiration of this Agreement for any reason
      whatsoever.

     

    “Confidential
      Information”
shall
      mean any
      information, not generally known in the relevant trade or industry, obtained
      from the Company or any of its subsidiaries, affiliates, customers or suppliers
      or which falls within any of the following general categories:
      (a) information relating to the business of the Company or that of any of
      its subsidiaries, affiliates, customers or suppliers, including but not limited
      to, financial reports, income statements, balance sheets, annual and quarterly
      reports, general ledger, accounts receivable, and other accounting reports,
      non-public filings with government agencies, business forms, handbooks,
      policies, and documents, business plans, business processes and procedures,
      sales or 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    marketing
      methods,
      methods of doing business, customer lists, customer usages and/or requirements,
      and supplier information of the Company or any of its subsidiaries, affiliates,
      customers or suppliers; (b) information relating to existing or
      contemplated products, services, technology, designs, processes, formulae,
      computer systems, computer software, algorithms and research or developments
      of
      the Company or any of its subsidiaries, affiliates, customers or suppliers;
      (c) information relating to trade secrets of the Company or any of its
      subsidiaries, affiliates, customers or suppliers; or (d) information marked
“Confidential” or “Proprietary” by or on behalf of the Company or any of its
      subsidiaries, affiliates, customers or suppliers.

     

    Section
      3.2    Enforcement;
      Remedies.     The
      Employee
      covenants, agrees, and recognizes that because the breach or threatened breach
      of the covenants, or any of them, contained in Section 3.1 hereof will result
      in
      immediate and irreparable injury to the Company, the Company shall be entitled
      to an injunction restraining the Employee from any violation of Section 3.1
      to
      the fullest extent allowed by law. The Employee further covenants and agrees
      that in the event of a violation of any of the respective covenants and
      agreements contained in Section 3.1 hereof, the Company shall be entitled to
      an
      accounting of all profits, compensation, commissions, remuneration or benefits
      which the Employee directly or indirectly has realized and/or may realize as
      a
      result of, growing out of, or in connection with any such violation and shall
      be
      entitled to receive all such amounts to which the Company would be entitled
      as
      damages under law or at equity. The Employee further covenants, agrees and
      recognizes that, notwithstanding anything to the contrary contained herein,
      in
      the event of a violation, breach or threatened breach of any of the respective
      covenants and agreements contained in Section 3.1 hereof, the Company shall
      be
      excused from making any further payments to the Employee pursuant to any
      provision of this Agreement until the Employee shall cease violating or
      breaching his respective covenants and agreements contained in Section 3.1
      hereof and shall have received reasonable assurances from the Employee that
      he
      will no longer engage in the same. Nothing herein shall be construed as
      prohibiting the Company from pursuing any other legal or equitable remedies
      that
      may be available to it for any such violation or breach, including the recovery
      of damages from the Employee. If either party files suit to enforce or enjoin
      the enforcement of the covenants contained herein, the prevailing party shall
      be
      entitled to recover, in addition to all other damages or remedies provided
      for
      herein, its costs incurred in prosecuting or defending said suit, including
      reasonable attorneys' fees.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Section
      3.3    Construction.     The
      Employee hereby
      expressly acknowledges and agrees as follows:

     

    (a)    That
      the covenants
      set forth in Section 3.1 above are reasonable in all respects and are necessary
      to protect the legitimate business and competitive interests of the Company
      in
      connection with its business which the Employee agrees, pursuant to this
      Agreement, to assist the Company in maintaining and developing; and

     

    (b)    That
      each of the
      covenants set forth in Section 3.1 above is separately and independently given,
      and each such covenant is intended to be enforceable separately and
      independently of the other such covenants, including without limitation,
      enforcement by injunction; provided,
however,
      that the
      invalidity or unenforceability of any provision of this Agreement in any respect
      shall not affect the validity or enforceability of this Agreement in any other
      respect. In the event that any provision of this Agreement shall be held invalid
      or unenforceable by a court of competent jurisdiction by reason of the
      geographic or business scope or the duration thereof of any such covenant,
      or
      for any other reason, such invalidity or unenforceability shall attach only
      to
      the particular aspect of such provision found invalid or unenforceable as
      applied and shall not affect or render invalid or unenforceable any other
      provision of this Agreement or the enforcement of such provision in other
      circumstances, and, to the fullest extent permitted by law, this Agreement
      shall
      be construed as if the geographic or business scope or the duration of such
      provision or other basis on which such provisions has been challenged had been
      more narrowly drafted so as not to be invalid or unenforceable.

     

    ARTICLE
      IV

     

    TERMINATION

     

    Section
      4.1    Termination.

     

    (a)    If,
      during the term
      hereof, the Employee (i) violates in any material respect any provision of
      Article III hereof; (ii) is convicted of a felony or a crime involving moral
      depravity or the commission of any other act or omission involving dishonesty
      or
      fraud with respect to the Company or any of its subsidiaries, customers or
      suppliers; (iii) substantially and repeatedly fails to perform the duties of
      the
      office held by the Employee which continues 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    after
      written
      warnings to correct such deficiency; (iv) commits acts of willful misconduct,
      the Company may immediately, in writing, terminate this Agreement without
      further obligation hereunder, except that the Company shall, within 30 days
      of
      termination, pay all compensation accrued through the effective date of
      termination and reimburse Employee for all expenses incurred before the
      termination of Employee’s employment.

     

    (b)    If,
      during the term
      of this Agreement, the Employee is charged with any act referred to in Section
      4.1(a) above, the Company may, upon one (1) day’s notice, require the Employee
      to take a leave of absence without pay for up to fifteen (15) days, the length
      of such leave of absence to be determined by the Company in the Company’s sole
      discretion.

     

    (c)    Upon
      the Employee’s
      resignation from employment with the Company other than pursuant to Section
      4(f)
      and Section 4(g), the Company shall, within 30 days of termination, pay all
      compensation accrued through the effective date of resignation and reimburse
      Employee for all expenses incurred before the termination of Employee’s
      employment, and Employee shall have no further right for any salary or other
      benefits except as otherwise required by law.

     

    (d)    This
      Agreement
      shall be terminated by the death of the Employee. If the death of the Employee
      occurs and this Agreement is thereby terminated, the Company shall, within
      30
      days of termination, pay to the Employee's estate or legal representative in
      complete settlement for relinquishment of his interest in this Agreement,
      compensation and benefits payable to him through the end of the calendar month
      in which his death and the Agreement's termination occur, and shall reimburse
      Employee’s estate or legal representative for all expenses incurred before the
      Employee’s death.

     

    (e)    The
      Company may
      terminate this Agreement by written notice to the Employee in the event that
      during the term hereof the Employee shall become “permanently disabled” as the
      term “permanently disabled” is hereinafter fixed and defined. For purposes of
      this Agreement, “permanently disabled” shall mean (i) the Employee is unable, by
      reason of accident, physical or mental infirmity or other causes beyond his
      control, to satisfactorily perform duties then assigned to him or such reduced
      duties which the Company is willing to assign to him for a continuous period
      of
      one hundred eighty (180) days or for a total period of 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    one
      hundred eighty
      (180) days, either consecutive or not, in any twelve month period, or (ii)
      the
      Employee is unwilling for whatever reason to perform on a full-time basis the
      duties then assigned to him for a continuous period of one hundred eighty (180)
      days or for a total period of one hundred eighty (180) days, either consecutive
      or not, in any twelve month period. For purposes of this Agreement, the Company
      shall determine the existence of “permanent disability”; provided,
however,
      a determination
      of “permanent disability” under subsection (i) above may be made only upon
      receipt of a certificate of disability from a qualified physician, selected
      by
      the Company, subject to the reasonable approval of Employee or his
      representative after examination by such physician of the disabled Employee;
      provided,
further,
      that in the event
      the Employee has failed to substantially perform his duties for a period of
      30
      consecutive days as a result of accident or injury and thereafter refuses to
      submit to a medical examination at the request of the Company for a continuous
      period of one hundred eighty (180) days, the Employee shall be deemed to be
      “permanently disabled.” Upon termination pursuant to this Section 4.1(e), the
      Company shall, within 30 days of termination, pay to the Employee in complete
      settlement for relinquishment of the Employee's interest in this Agreement,
      compensation and benefits payable to the Company through the end of the calendar
      month in which termination of this Agreement occurs, and reimburse Employee
      for
      all expenses incurred before the termination of Employee’s employment.


     

    (f)    In
      the event that
      the Employee’s employment hereunder is terminated (i) at any time by the Company
      without cause or (ii) by the resignation of Employee as a result of (A) a breach
      by the Company of any provision of this Agreement, including, without
      limitation, the failure of the Company to pay any amount hereunder when the
      same
      shall be due and payable the Company shall (i) within 30 days of termination,
      pay Employee all compensation accrued through the effective date of resignation
      and reimburse Employee for all expenses incurred before the termination of
      Employee’s employment, (ii) within 30 days of termination, pay Employee in a
      lump sum an amount equal to 6 months of Employee’s annual guaranteed salary in
      effect on the date of termination and the prior year’s bonus as determined by
      the Board of Directors and (iii) provide to Employee, at the Company’s expense,
      for the first year after Employee’s termination, continued coverage under all
      benefit plans in which Employee participated immediately prior to Employee’s
      termination (or if the Company was paying Employee for obtaining such coverage
      on his own, the Company will pay Employee in a lump 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    sum
      on termination,
      the amount required to continue such coverage for a period of one year), and
      Employee shall have no further right for any salary or other benefits except
      as
      otherwise required by law. In addition, upon termination of Employee’s
      employment pursuant to this Section 4(f), all options granted to Employee shall
      immediately vest and become exercisable.

     

    (g)    In
      the event that
      the Employee’s employment hereunder is terminated by Employee for any reason
      during the 90-day period subsequent to a Change in Control (as hereinafter
      defined), the Company shall (x) within 30 days of termination, pay Employee
      all
      compensation accrued through the effective date of resignation and reimburse
      Employee for all expenses incurred before the termination of Employee’s
      employment, and (y) within 30 days of termination, pay Employee in a lump yum
      an
      amount equal to 6 months Employee’s annual guaranteed salary in effect of
      termination, and Employee shall have no further right for any salary or other
      benefits except as otherwise required by law. In addition, upon termination
      of
      Employee’s employment pursuant to this Section 4(g), all options granted to
      Employee shall immediately vest and become exercisable.

     

    For
      purposes of
      this Agreement, “Change in Control” shall mean:

     

    (i)    The
      acquisition by
      any individual, entity or group (within the meaning of Section 13(d)(3) or
      14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)) (a
“Person”),
      other than the
      current principal stockholders of the Company, of beneficial ownership (within
      the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent
      (50%) or more of either (A) the then outstanding shares of the Company’s Common
      Stock (the “Outstanding
      Company
      Common Stock”)
      or (B) the
      combined voting power of the then outstanding voting securities of the Company
      entitled to vote generally in the election of members of the Board or board
      of
      any corporate successor to the business of the Company (the “Outstanding
      Company
      Voting Securities”);
provided,
however,
      that for purposes
      of this subsection (i), the following acquisitions shall not constitute a Change
      of Control: (1) any acquisition by the Company, or (2) any acquisition by any
      Person pursuant to a transaction which complies with clauses (A), (B) and (C)
      of
      subsection (c) below; or

     

    (ii)    Individuals
      who, as
      of the Effective Date, constitute the Board (the “Incumbent Board”) cease for
      any reason within any period of 18 consecutive months to 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    constitute
      at least
      a majority of such Incumbent Board; provided,
however,
      that any
      individual becoming a director subsequent to the Effective Date whose election,
      or nomination for election, by the Company’s stockholders, was approved by a
      vote of at least a majority of the members then comprising the Incumbent Board
      shall be considered as though such individual were a member of the Incumbent
      Board, but excluding, for this purpose, any such individual whose initial
      assumption of office occurs as a result of an actual or threatened election
      contest with respect to the election or removal of directors or other actual
      or
      threatened solicitation of proxies or consents by or on behalf of a Person
      other
      than the Incumbent Board; or

     

    (iii)    Consummation
      after
      the Effective Date of a reorganization, merger or consolidation or sale or
      other
      disposition of all or substantially all of the assets of the Company or the
      acquisition of assets of another corporation (a “Business Combination”), in each
      case, unless, following such Business Combination, (A) all or substantially
      all
      of the individuals and entities who were the beneficial owners, respectively,
      of
      the Outstanding Company Securities and Outstanding Company Voting Securities
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, more than fifty percent (50%) of, respectively, the then Outstanding
      Company Securities and the Outstanding Company Voting Securities, as the case
      may be, of the corporation resulting from such Business Combination in
      substantially the same proportions as their ownership, immediately prior to
      such
      Business Combination, of the Outstanding Company Securities and Outstanding
      Company Voting Securities, as the case may be, (B) no Person (excluding any
      employee benefit plan (or related trust) of the Company or such corporation
      resulting from such Business Combination) beneficially owns, directly or
      indirectly, fifty percent (50%) or more of, respectively, the then Outstanding
      Company Securities and the Outstanding Company Voting Securities resulting
      from
      such Business Combination or the combined voting power of the then outstanding
      voting securities of such corporation except to the extent that such Person
      had
      an ownership position in excess of such fifty percent (50%) of the Outstanding
      Company Voting Securities prior to the Business Combination or (C) at least
      a
      majority of the members of the board of the entity resulting from such Business
      Combination were members of the Incumbent Board or Persons who replaced such
      Incumbent Board without causing a Change in Control pursuant to Section (b)
      above at the time of the execution of the initial agreement, or of the action
      of
      the Incumbent Board, providing for such Business Combination; or

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (iv)    Approval
      by the
      security holders of the Company of a complete liquidation or dissolution of
      the
      Company.

     

    (h)    If
      either party is
      prevented or delayed or anticipates being prevented or delayed in the
      performance of any of its obligations under this Agreement as a result of a
      force majeure event, to include but not limited to strikes, lockouts, civil
      commotion, embargo, governmental legislation or regulation, riot, invasion,
      acts
      or threats of terrorism, war, threat of or preparation for war, fire, explosion,
      storm, flood, earthquake, subsidence, epidemic or other natural physical
      disaster it shall immediately notify the other party, in writing, of the same,
      and, where reasonably possible, specifying the period for which such prevention
      or delay can reasonably be expected to continue. If a party shall have fully
      complied with its obligations under this clause 4.1(h) it shall be excused
      from
      performance of its unfulfilled obligations under this Agreement from the date
      of
      such notice until such force majeure event no longer pertains, provided,
      however, if such obligations related to “deferred compensation” within the
      meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the
      “Code”), such obligation shall only be permitted to remain unfulfilled to the
      extent permitted by Section 409A of the Code.

     

    ARTICLE
      V

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      5.1    Governing
      Law.     The
      validity,
      construction, interpretation and enforceability of this Agreement shall be
      determined and governed by the laws of the Province of British Columbia,
      Canada.

     

    Section
      5.2    Assignment.     This
      Agreement shall inure to the benefit of and shall be binding upon the heirs
      and
      legal representatives of the Employee and upon the successors and assigns of
      the
      Company. This Agreement is a personal service contract and it may not be
      assigned by the Employee; the Agreement is, however, expressly assignable by
      the
      Company to an affiliate of the Company.

     

    Section
      5.3    Remedies.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (a)    Termination
      of this
      Agreement shall not constitute a waiver of the Company's or the Employee’s
      rights under this Agreement or otherwise, nor a release of the Company or the
      Employee from its or his obligations under Article III hereof. The parties
      hereto agree that monetary damages are not adequate relief for breaches under
      Article III hereof and that injunctive relief may be sought and enforced by
      the
      Company against the Employee for enforcement of the duties and obligations
      contained therein.

     

    (b)    The
      rights and
      remedies provided each of the parties herein shall be cumulative and in addition
      to any other rights and remedies provided by law or otherwise. Any failure
      in
      the exercise by either party of his or its right to terminate this Agreement
      or
      to enforce any provision of this Agreement for default or violation by the
      other
      party shall not prejudice such party's right of termination or enforcement
      for
      any further or other default or violation.

     

    Section
      5.4    Entire
      Agreement; Amendment.     This
      Agreement constitutes the entire agreement between the parties respecting the
      Employee's employment, and there are no representations, warranties or
      commitments, except as set forth herein. This Agreement may be amended only
      by
      an instrument in writing executed by the parties hereto.

     

    Section
      5.5    Notices.     Any
      notice,
      request, demand or other communication hereunder shall be in writing and shall
      be deemed to be duly given when personally delivered to an officer of the
      Company or to the Employee, as the case may be, or when delivered by mail at
      the
      addresses set forth below or such other address as may be subsequently
      designated in writing:

     

    The
      Employee:

    


    Neil
      Maedel

    Jasmine
      House /
      Port New Providence

    Nassau

    Bahamas

    


    With
      copy
      to:

    


    The
      Company:

    Manas
      Petroleum
      Inc.

    Bahnhofstrasse
      9

    P.O.
      Box
      155

    CH-341
      Baar

    Switzerland

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    With
      copy
      to:

    Attn.Manas
      Petroleum Corp.

    Michael
      J.
      Velletta

    General
      Council

    4th
      Floor, 931 Fort
      Street

    Victoria,
      B.C. V8V
      3K3

    Canada

     

    Section
      5.6    Severability.     The
      provisions of this Agreement and any exhibits are severable and, if any one
      or
      more provisions may be determined to be illegal or otherwise unenforceable,
      the
      remaining provisions shall be enforceable. Any partially enforceable provisions
      shall be enforceable to the extent enforceable.

     

    Section
      5.7    Gender.     Throughout
      this Agreement, the masculine gender shall be deemed to include the feminine
      and
      neuter, and vice versa, and the singular the plural, and vice versa, unless
      the
      context clearly requires otherwise.

     

    Section
      5.8    Freedom
      To
      Contract.     The
      Employee
      represents and warrants that he has the right to enter into this Agreement
      and
      that no other agreements exist, whether written or oral, which would be in
      conflict with any of the terms and conditions of this Agreement. During the
      first year hereof only, notice must be provided to the Company in writing of
      any
      agreements, written or oral, whereby the Employee is to provide services for
      compensation entered into by the Employee during the term of this Agreement.
      Such written notice must describe in detail the proposed relationship, as
      evidenced by such agreement, and specify whether compensation has been received
      or will be received under the terms of such agreement. The Employee represents
      and warrants that he will not enter into any agreement, which is in conflict
      with the terms and conditions of this Agreement.

     

    Section
      5.9    Waiver
      of
      Breach.     Either
      party’s waiver of a breach of any provision of this Agreement by the other shall
      not operate or be construed as a waiver of any subsequent breach by such other
      party. No waiver shall be valid unless in writing and, in the case of Company,
      signed by an authorized officer of the Company.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
      5.10    Headings.     Headings
      in
      this Agreement are for convenience only and shall not be used to interpret
      or
      construe its provisions.

     

    Section
      5.11    Waiver
      of Jury
      Trial.     The
      Parties
      hereto waive the right to a jury with respect to the resolution of any dispute
      brought in connection with this Agreement.

     

    Section
      5.12.    Successors;
      Binding Effect; Third Party Beneficiaries.     In
      the event
      of a future disposition by the Company (whether direct or indirect, by sale
      of
      assets or stock, merger, consolidation or otherwise) of all or substantially
      all
      of its business and/or assets, the Company will require any successor, by
      agreement in form and substance reasonably satisfactory to Employee or by
      operation of law, to expressly assume and agree to perform this Agreement in
      the
      same manner and to the same extent that the Company would be required to perform
      if no such disposition had taken place. The foregoing includes the acquisition
      of the Company by a public shell in a reverse merger or exchange transaction,
      in
      which case this Agreement shall be assumed by the parent holding company and
      Employee’s duties shall include those of the Chairman of the Board (position) of
      the parent holding company as well as any subsidiaries thereof, including the
      Company. As used
      in this
      Agreement, “the Company” shall mean the Company as herein before defined and any
      successor to its business and/or assets as aforesaid
      which
      assumes and agrees to
      perform this
      Agreement
      by operation
      of law,
      or otherwise.

     

    Section
      5.13.     Indemnification;
      Insurance.     Subject
      to
      and in accordance with the provisions of the Certificate of Incorporation of
      the
      Company, which shall not as to the following, except as required by applicable
      law, be amended in this regard without Employee’s consent, the Company shall
      indemnify Employee to the fullest extent permitted by the _______________(state
      corporate law), as amended from time to time, for all amounts (including,
      without limitation, judgments, fines, settlement payments, expenses and
      attorney’s fees) incurred or paid by Employee in connection with any action,
      suit, investigation or proceeding arising out of or relating to the performance
      by Employee of services for, or the acting by Employee as a manager, officer
      or
      employee of, the Company, or any other person or enterprise at the Company’s
      request. The Company shall use its commercially reasonable efforts to purchase
      and maintain during the Interim Period and the Term directors’ and officers’
insurance with a liability limit of not less than $_1.6 million,
      provided that the
      Board shall have the right to reduce the amount of insurance coverage if, in
      its
      opinion, coverage in such amount 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

      is
        available only
        on unreasonable terms but in no event shall such coverage be less than $_1
        million.

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS
      WHEREOF,
      with due
      authorization the parties have executed this Agreement as of the day and year
      first above written.

     

    


    
      	 	 	 THE
              COMPANY
	 	 	 
	 	 	Manas
              Petroleum Corp.(Employer)
              a
                Nevada
                corporation 

            
	 	 	 
	 	 	 
	 	
               By:

            	     /s/Heinz
              Scholz
	 	
               Its:

            	     Chairman
	 	 	 
	 	 	 
	 	 	 EMPLOYEE
	 	 	 
	 	 	 
	 	 	     /s/Neil
              Maedel
	 	 	 (Employee)


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    Compensation

    


    


    
      	A.  	
              Salary

            


    

     

    During
      the first
      year of the Initial Term of this Agreement, the Company shall provide Employee
      a
      guaranteed salary of US$ 180,000.00 per annum, payable monthly in accordance
      with the Company’s normal payroll practices (the “First Year
      Salary”).

     

    During
      each
      subsequent year of the Term, the Company shall provide Employee a salary at
      least equal to the First Year Salary but shall endeavor in good faith to raise
      Employee’s annual salary to such level commensurate with Employee’s performance
      over the prior 12 months, the progression and growth of the Company’s business
      over the prior 12 months, then prevailing industry salary scales and other
      relevant factors. In no event shall Employee’s guaranteed salary be less than
      the First Year Salary.

     

    B.    Stock
      Options

     

    Upon
      the Effective
      Date, Employee shall receive stock options according to the Stock Option
      Plan.

     

    C    .Bonus

     

    Within
      60 days
      following the Effective Date, the Board shall adopt a bonus plan pursuant to
      which all executives, including Employee, shall be able to receive an annual
      bonus. Any bonus shall be paid before January 31st of the year following the
      end
      of the year in which the annual bonus was earned. Any bonus plan or payments
      thereunder shall comply with Section 409A of the Internal Revue Code of 1986
      so
      that no liability results under Section 409A as a result of the bonus plan
      or
      any payment thereunder.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    Benefits

    


    


    The
      Employee shall
      be provided with benefits now or in the future provided by the Company to its
      employees and executives, including but not limited to comprehensive family
      health insurance and disability insurance. 

     

    (a)    The
      Employee shall
      receive a non-accountable automobile and monthly parking allowance of US$
      12,000.00 per year (US$ 1,000.00 per month).

     

    (b)    The
      Employee shall
      be promptly reimbursed for the following business expenses: (i) gasoline, tolls,
      parking (exclusive of monthly), meals/entertainment, airfare, hotel, cellular
      phone fees and other business-related charges and expenses necessary for the
      Employee to fully perform his functions as the Chairman of the Board of the
      Company, provided that Employee submits proper expense reports and receipts
      for
      such permitted business expenses in accordance with Company policy, and (ii)
      gifts and contributions approved by the Board. 

     

    (c)    The
      Employee shall
      be entitled to five (5) weeks paid vacation in each year. No vacation may be
      carried over from one year to the next, unless the Employee receives a written
      extension from the Company’s Board of Directors. The Employee
      shall also be
      entitled to all paid holidays given by the Company to its employees and key
      management personnel. 

     

    
      
        
        

      

      
        1