PROPELL TECHNOLOGIES GROUP INC.


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”), made effective as of March 6, 2013 (the “Effective Date”), by and between
PROPELL TECHNOLOGIES GROUP, INC., a corporation organized under the laws of the State of Delaware with offices located at 1701
Commerce Street, 2nd Floor, Houston, Texas 77002 (the “Company”), its subsidiaries, successors and assigns (collectively,
“Related Entities”) and JOHN WALTER HUEMOELLER II, an individual (the “Executive”).


 


RECITALS


 


A.               
The Company desires to employ Executive as its President and Chief Executive Officer and to have Executive serve on the
Board of Directors of the Company (the "Board") on the terms and conditions hereinafter set forth; and


 


B.                
Executive desires to be employed by the Company as its President and Chief Executive Officer and to serve on the Board and
to perform and to serve the Company on the terms and conditions hereinafter set forth.


 


AGREEMENTS


 


NOW,
THEREFORE, in consideration of the premises and of the mutual promises, agreements and covenants set forth herein, the parties
hereto agree as follows:


 


1.         Employment.


 


(a)Duties.
The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, as the Chief Executive Officer and
President of the Company. In his role as Chief Executive Officer and President of the Company, Executive shall be responsible for
such duties and functions of a supervisory or managerial nature as may be directed from time to time by the Board provided that
such duties are reasonable and customary for a Chief Executive Officer. Executive agrees that he shall, during the term of this
Agreement, except during reasonable vacation periods, periods of illness and the like, devote such commercially necessary portion
of his business time, attention and ability to his duties and responsibilities hereunder; provided, however, that
nothing contained herein shall be construed to prohibit or restrict Executive from (i) serving in other various business capacities
or serving as a director or consultant of any corporation, except any business or corporation that is a “Competitor”
as defined in Section 7(a) below, with or without compensation therefor; (ii) serving in various capacities in community, civic,
religious or charitable organizations or trade associations or leagues; or (iii) attending to personal business; provided,
however, that no such service or activity permitted in this Section 1(a) shall materially interfere with the performance
by Executive of his duties hereunder.


 






    	 



    	 



    

 


(b)Term.


 


(i)
The term of this Agreement and Executive’s employment period shall be for a term commencing on the date of this Agreement
and ending on the third (3rd) anniversary of the Effective Date (the "Employment Period").








 


(ii)Notwithstanding
anything contained herein to the contrary, (A) Executive's employment with the Company may be terminated by the Company or Executive
during the Employment Period, subject to the terms and conditions of this Agreement; and (B) nothing in this Agreement shall mandate
or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions
as the Board and Executive may mutually agree.


 


(iii)If
Executive's employment with the Company is terminated, for purposes of this Agreement, the term "Unexpired Employment Period"
shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.


 


2.          Compensation.
Subject to the provisions of Section 8 hereof, the Company and its Related Entities shall each be responsible and have joint and
several liability for all compensation and benefits owed to Executive under this Agreement. .


 


(a)Salary.
Executive shall receive an annual base salary of One Hundred Eighty Thousand Dollars ($180,000) which shall be payable on a bi-weekly
basis. The annual base salary payable to Executive pursuant to this Section 2(a), which may be increased but not decreased by the
Board or the Compensation Committee of the Board, as the case may be, shall be hereinafter referred to as the "Annual Base
Salary."


 


(b)Annual
Bonus.


 


(i)The
Executive shall be eligible for an annual bonus of a percentage of his base salary payable in cash or equity. Any bonus that may
be awarded, if any, will be in the sole and absolute discretion of both the Compensation Committee, if any, and the Board of Directors
of the Company, the “Discretionary Annual Bonus”. The amount of such bonus shall depend on the achievement by
the Executive and/or the Company of certain objectives to be established by the Board or the Compensation Committee in consultation
with the Executive, along with such other factors the Board and Compensation Committee deems relevant. Any bonus for a given fiscal
year shall be payable upon the terms approved by the Board of Directors of the Company or the Compensation Committee, which shall
be obtained by the Company on or about December 31 of such year.


 






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(c)Stock
Options. The Executive shall receive non-restricted options to purchase 10,000,000 shares of the Company’s common stock
at an exercise price of $.25 per share. The options will vest as follows: 2,500,012 options shall vest upon the Effective Date
and 208,333 options shall vest on each monthly anniversary of the Effective Date for thirty-six (36) successive months while Executive
is employed by the Company. All such vested options will remain exercisable for a period of five (5) years from the Effective Date.
Notwithstanding the foregoing vesting schedule, in the event of either a change of control (as defined in the next sentence), termination
of Executive by the Company without “Cause” as defined in Section 3(a)(i), or termination by Executive for “Good
Reason” as defined in Section 3(a)(iv), all shares subject to the option shall immediately vest and become exercisable. Change
of Control shall be defined as a sale of all or substantially all of the Company’s assets, or any merger or consolidation
of the Company with or into another corporation other than a merger or consolidation in which the holders of more than 50% of the
shares of capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by the voting
securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than 50% of the
total voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after
such transaction.


 


(d)Reimbursement
of Business Expenses. The Company shall promptly reimburse Executive for all reasonable out-of-pocket expenses incurred by
him pursuant to his employment hereunder during the Employment Period, including, but not limited to, all reasonable travel and
entertainment expenses. Executive may only obtain reimbursement under this Section 2(d) upon submission of such receipts and records
as may be initially required by the Board and, thereafter, as may be required under the reimbursement policies established by the
Company; provided, however, that any expense that exceeds $10,000 shall require pre-approval by the Board. Notwithstanding the
foregoing, Executive shall be permitted to charge reasonable expenses delineated in this Section 2(d) to Company charge cards or
other credit accounts made available to Executive by the Board.


 


(e)Additional Benefits; General Rights.
During the Employment Period, Executive shall be entitled to:


 


(i)participate
in all employee stock option, pension, savings, and other similar benefit plans of the Company as the Company may designate from
time to time;


 


(ii)participate
in all welfare plans established by the Company such as life insurance, medical, dental, disability, and business travel accident
plans and programs as the Company may designate from time to time;


 


(iii)four
(4) weeks paid vacation per year;


 


(iv)any
other benefits provided by the Company to its executive officers.


 






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3.         Termination
of Employment; Events of Termination.


 


(a)This
Agreement may be terminated during the Employment Period under the following circumstances:


 


(i)Cause.
Executive's employment hereunder shall terminate for "Cause" thirty (30) days after the date the Company shall have given
Executive notice of the termination of his employment for "Cause", unless a cure period applies, in which case the termination
date may not precede the expiration date of the applicable cure period. For purposes of this Agreement, "Cause"
shall mean acts of embezzlement or misappropriation of funds or fraud; conviction of a felony or other crime involving moral turpitude;
a material violation by the Executive of any provision of this Agreement, including willful failure to perform assigned tasks,
or the willful and unauthorized disclosure of material confidential information belonging to the Company or entrusted to the Company
by a client.


 


(ii)Death.
Executive's employment hereunder shall terminate upon his death.


 


(iii)Disability.
Executive’s “Disability”, meaning Executive’s incapacity, due to physical or mental illness, which results
in Executive having been absent from fully performing his duties with the Company for a continuous period of more than thirty (30)
days or more than sixty (60) days in any period of three hundred sixty-five (365) consecutive days. In the event that the Company
intends to terminate the employment of Executive by reason of Disability, the Company shall give Executive no less than thirty
(30) days’ prior written notice of the Company’s intention to terminate Executive’s employment.  The
Executive agrees, in the event of any dispute hereunder as to whether a Disability exists, and if requested by the Company, to
submit to a physical examination in the state of the Company’s Executive offices by a licensed physician selected by mutual
agreement between the Company and the Executive, the cost of such examination to be paid by the Company. The written medical opinion
of such physician shall be conclusive and binding upon each of the parties hereto as to whether a Disability exists and the date
when such Disability arose. If Executive refuses to submit to appropriate examinations by such physician at the request of the
Company, the determination of the Executive’s Disability by the Company in good faith will be conclusive as to whether such
Disability exists. This Agreement shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities
Act (to the extent that it is applicable) and any other applicable laws regarding disability.


 


(iv)Good
Reason. Executive shall have the right to terminate his employment for "Good Reason." This Agreement shall
terminate effective immediately on the date Executive shall have given the Board notice of the termination of his employment with
the Company for "Good Reason." For purposes of this Agreement, "Good Reason" shall mean (A) any material and
substantial breach of this Agreement by the Company,(B) a Change in Control (as defined in Section 2(c) occurs and Executive’s
employment is terminated at any time within the six (6) month period on or immediately following the Change in Control (C) a reduction
in Executive's Annual Base Salary as in effect at the time in question, or any other failure by the Company to comply with Section
2, hereof, or (D) this Agreement is not assumed by a successor to the Company.


 






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(v) Without
Cause. The Company shall have the right to terminate Executive's employment hereunder Without Cause subject to the terms and
conditions of this Agreement. In such event, this Agreement shall terminate, effective immediately upon the date on which the Company
shall have given Executive notice of the termination of his employment for reasons other than for Cause or due to Executive's Disability.


 


(vi)Without
Good Reason. Executive shall have the right to terminate his employment hereunder without Good Reason at any time for any reason
subject to the terms and conditions of this Agreement. This Agreement shall terminate, effective immediately upon the date as of
which Executive shall have given the Board notice of the termination of his employment without Good Reason.


 


(b)Notice of Termination.
Any termination of Executive's employment by the Company or any such termination by Executive (other than on account of death)
shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated. In the event of the termination of Executive's employment on account of death, written
Notice of Termination shall be deemed to have been provided on the date of death.


 


4.         Payments
Upon Termination.


 


(a)Without Cause,
For Good Reason or Disability. If Executive's employment is terminated by the Company without Cause or by Executive for Good
Reason, or by the Company due to Executive's Disability, Executive, or in the case of Executive's Disability, Executive's legal
representative (assuming Executive’s affairs are handled by a representative rather than Executive himself), shall be entitled
to receive from the Company a lump sum payment in an aggregate amount equal to the greater of (a) one (1) month base salary if
at the time of termination the Company has not achieved gross revenues of at least $1,000,000 or (b) six (6) months base salary
if at the time of termination the Company has achieved gross revenues of at least $1,000,000 (the "Severance Payment");
(ii) any bonuses which have been earned but not been paid prior to such termination ("Prior Bonus Payment") and
(iii) reimbursement of expenses incurred prior to date of termination (the "Expense Reimbursement"). The aforesaid
amounts shall be payable in cash without discount for early payment, monthly over the Unexpired Employment Period (the "Payment
Election").


 






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In
the event Executive is terminated by the Company Without Cause or due to Executive's Disability or Executive terminates his employment
with the Company for Good Reason, Executive shall have no duty to mitigate the amount of the payment received pursuant to this
Section 4(a), it being understood that Executive's acceptance of other employment shall not reduce the Company’s or the other
Company' obligations hereunder.


(b)Death.
If Executive's employment is terminated due to death of Executive, Executive's estate or beneficiary(ies), as the case may be,
shall be entitled to a lump payment in an amount equal to the Severance Payment, the Prior Bonus Payment and Expense Reimbursement.


(c)Termination
With Cause or Without Good Reason. If the Company terminates Executive's employment for Cause or in the event Executive voluntarily
terminates his employment Without Good Reason, Executive shall be entitled to his Annual Base Salary through the date of the termination
of such employment and Executive shall be entitled to any bonuses which have been earned but not paid prior to such termination.
Executive shall not be entitled to any other bonuses. Executive's additional benefits specified in Section 2 shall terminate at
the time of such termination.


 


(d)Termination
by the Company Upon Change in Control. If the Company terminates Executive's employment for Good Reason in connection with
a Change in Control (as defined in Section 2(c)), Executive shall receive from the Company in one lump sum, payable on the consummation
of the Change in Control an amount equal to the Severance Payment, the Prior Bonus Payment and the Expense Reimbursement.


 


In
the event Executive is terminated by the Company in connection with a Change in Control which is not approved by the Continuing
Directors of the Company, Executive shall have no duty to mitigate the amount of the payment received pursuant to this Section
4(d), it being understood that Executive's acceptance of other employment shall not reduce the Company’s obligations hereunder.


 


5.         Confidential Information.


 


(a)      Executive
agrees that during the course of his employment or at any time thereafter, he will not disclose or make accessible to any other
person, the Company’s products, services and technology, both current and under development, promotion and marketing programs,
lists, trade secrets and other confidential and proprietary business information of the Company or any Related Entities or any
of their clients. Executive agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material
or reproductions thereof from the Company’s facilities at any time during his employment by the Company other than to perform
his duties hereunder. Executive agrees immediately to return all such material and reproductions thereof in his possession to the
Company upon request and in any event upon termination of employment.


 






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(b)     Except
with prior written authorization by the Company, Executive agrees not to disclose or publish any of the confidential, technical
or business information or material of the Company, its clients or any other party to whom the Company owes an obligation of confidence,
at any time during or after his employment with the Company.


 


(c)      In
the event that Executive breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to any other
rights which the Company may have, the Company shall be entitled, without the posting of a bond or other security, to injunctive
relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to enforce the
provisions of this Section 5, Executive shall not urge as a defense that there is an adequate remedy at law, nor shall the Company
be prevented from seeking any other remedies which may be available. In addition, Executive agrees that in the event that he breaches
the covenants in this Section 5, in addition to any other rights that the Company may have, Executive shall be required to pay
to the Company any amounts he receives in connection with such breach.


 


(d)      Executive
recognizes that in the course of his duties hereunder, he may receive from the Company or others information which may be considered
“material, non-public information” concerning a public company that is subject to the reporting requirements of the
United States Securities and Exchange Act of 1934, as amended. Executive agrees not to:


 


(i)      Buy
or sell any security, option, bond or warrant while in possession of relevant material, non-public information received from the
Company or others in connection herewith, and


 


(ii)       Provide the Company with information
with respect to any public company that may be considered material, non-public information, unless first specifically agreed to
in writing by the Company.


 






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6.          Inventions Discovered by Executive.


 


(a)Executive
shall promptly disclose to the Company any invention, improvement, discovery, process, formula, or method or other intellectual
property, whether or not patentable or copyrightable (collectively, "Inventions"), conceived or first reduced
to practice by Executive, either alone or jointly with others, while performing services hereunder (or, if based on any Confidential
Information, within one (1) year after the Term), (a) which pertain to any line of business activity of the Company, whether then
conducted or then being actively planned by the Company, with which Executive was or is involved; (b) which is developed using
time, material or facilities of the Company, whether or not during working hours or on the Company premises; or (c) which directly
relates to any of Executive’s work during the Term, whether or not during normal working hours. Executive hereby assigns
to the Company all of Executive’s right, title and interest in and to any such Inventions. During and after the Term, Executive
shall execute any documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to
apply for, obtain and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without
limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation beyond Executive’s
agreed compensation during the course of Executive’s employment. All such acts shall be done without cost or expense to Executive.
Executive shall be compensated for the giving of evidence or testimony after the term of Executive’s employment at the rate
of $1,000/day. Without limiting the foregoing, Executive further acknowledges that all original works of authorship by Executive,
whether created alone or jointly with others, related to Executive’s employment with the Company and which are protectable
by copyright, are "works made for hire" within the meaning of the United States Copyright Act, 17 U.S.C. (S) 101, as
amended, and the copyright of which shall be owned solely, completely and exclusively by the Company. If any Invention is considered
to be work not included in the categories of work covered by the United States Copyright Act, 17 U. S. C. (S) 101, as amended,
such work is hereby assigned or transferred completely and exclusively to the Company. Executive hereby irrevocably designates
counsel to the Company as Executive's agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents
and copyrights and to enforce the Company's rights under this Section. This Section 6 shall survive the termination of this Agreement.
Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights
that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such
Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries
where Moral Rights exist, Executive hereby waives such Moral Rights and consents to any action of the Company that would violate
such Moral Rights in the absence of such consent. Executive agrees to confirm any such waivers and consents from time to time as
requested by the Company.


 


7.          Non-Compete; Non-Solicitation.


 


(a)Non-Compete.  For
a period commencing on the Effective Date and ending one (1) year after the date Executive ceases to be employed by the Company
(the "Non-Competition Period"), Executive shall not, directly or indirectly, either for himself or any other person,
own, manage, control, materially participate in, invest in, permit his name to be used by, act as consultant or advisor to, render
material services for (alone or in association with any person, firm, corporation or other business organization) or otherwise
assist in any manner any business which develops, markets or sells products that are directly competitive with the products being
developed or sold by the Company at the time of termination (collectively, a "Competitor").  Nothing
herein shall prohibit Executive from being a passive owner of not more than five percent (5%) of the equity securities of a Competitor
which is publicly traded, so long as he has no active participation in the business of such Competitor.


 






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(b)Non-Solicitation.  During
the Non-Competition Period, Executive shall not, directly or indirectly (i) induce or attempt to induce or aid others in inducing
anyone working at or for the Company to cease working at or for the Company, or in any way interfere with the relationship between
the Company and anyone working at or for the Company except in the proper exercise of Executive’s authority; or (ii) in any
way interfere with the relationship between the Company and any customer, supplier, licensee or other business relation of the
Company.


 


(c)Scope.  If,
at the time of enforcement of this Section 8, a court shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions
reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions.


 


(d)Independent
Agreement.  The covenants made in this Section 7 shall be construed as an agreement independent of any other provisions
of this Agreement, and shall survive the termination of this Agreement.  Moreover, the existence of any claim or cause
of action of Executive against the Company or any of its Related Entities, whether or not predicated upon the terms of this Agreement,
shall not constitute a defense to the enforcement of these covenants.


 


8.         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns. The
Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all its assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would
be required to perform if no such succession had taken place. Executive agrees that this Agreement is personal to him and may not
be assigned by him other than by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by Executive's legal representative.


 


9.         Joint
and Several Liability.


 


(a)No
Duplication of Payments. The Company and its Related Entities shall be jointly and severally liable for any amounts payable
to Executive under this Agreement. Any amounts payable to Executive shall be paid in the first instance by the Company, and to
the extent not paid by the Company shall be paid by its Related Entities. In no event shall any amount payable pursuant to this
Agreement be paid by the Company and its Related Entities and Executive shall not be entitled to receive duplicate benefits or
payments under any of the provisions of this Agreement.


 


(b)New
Subsidiaries. Any subsidiary of the Company that is formed or acquired on or after the Effective Date shall be required to
become a signatory to this Agreement and shall become jointly and severally liable with the Company for the obligations hereunder.


 


(c)Sale
of Subsidiaries. Upon the sale of the stock or substantially all of the assets of any subsidiary of the Company, which is approved
by the Board, such subsidiary shall be automatically released from its obligations hereunder and shall not be considered as having
any continuing liability for the obligations hereunder, and Executive shall be released from his obligations to such subsidiary
hereunder.


 






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10.         Governing
Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware
of the United States of America without regard to principles of conflict of laws. The State of Delaware shall be the exclusive
jurisdiction for any disputes arising under this Agreement and the Parties hereby consent to such jurisdiction.


 


11.         Entire
Agreement. This instrument contains the entire understanding and agreement among the parties relating to the subject matter
hereof, except as otherwise referred to herein, and supersedes all other prior agreements and undertakings, both written and oral,
among the parties with respect to the subject matter hereof. Neither this Agreement nor any provisions hereof may be waived or
modified, except by an agreement in writing signed by the party(ies) against whom enforcement of any waiver or modification is
sought.


 


12.         Severability.
In case any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, or to any
extent, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected
or impaired thereby.


 


13.         Notices.
Any notice required or permitted to be given under the provisions of this Agreement shall be in writing and delivered by courier
or personal delivery, facsimile transmission (to be followed promptly by written confirmation mailed by certified mail as provided
below) or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:


 


		If to the Company:	1701 Commerce Street



Second Floor


Houston, TX 77002


 


		If to Executive:	Mr. John W. Huemoeller II



1701 Commerce Street


Second Floor


Houston, TX 77002


 


If
delivered personally, by courier or facsimile transmission (confirmed as aforesaid and provided written confirmation and receipt
is obtained by the sender), the date on which a notice is delivered or transmitted shall be the date on which such delivery is
made. Notices given by mail as aforesaid shall be effective and deemed received upon the date of actual receipt or upon the third
business day subsequent to deposit in the U.S. mail, whichever is earlier. Either party hereto may change its or his address specified
for notices herein by designating a new address by notice in accordance with this Section 12.


 






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14.         No
Undue Influence. This Agreement is executed voluntarily and without any duress or undue influence. Executive acknowledges that
he has read this Agreement and executed it with his full and free consent. No provision of this Agreement shall be construed against
any party by virtue of the fact that such party or its counsel drafted such provision or the entirety of this Agreement.


 


15.         Counterparts.
This Agreement may be executed in separate counterparts, each of which is deemed to be an original and both of which taken together
shall constitute one and the same agreement.


 


IN WITNESS WHEREOF,
the Company and Executive have executed this Agreement as of the date first above written.


 


  





	EXECUTIVE:	COMPANY:
	 	 
	 	Propell Technologies Group Inc.
	 	a Delaware Corporation
	 	 
	 	 
	 	 
	   /s/ John W. Huemoeller II	By: /s/ Edward Bernstein        
	John W. Huemoeller II	Name: Edward Bernstein
	 	Title:   Chairman of the Board







 


 


 






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