Exhibit 10.6

 



 

STRICTLY PRIVATE AND CONFIDENTIAL

 

1 September 2013

 

Mr. B. Lane Bond
 7831 Glenn Cliff Dr
 Houston, Texas 77064

 

Dear Mr. Bond:

 

Further to our recent discussions, we are pleased to confirm the following employment arrangements in connection with the terms of your employment with Epsilon Energy USA, Inc., that replaces your employment contract dated October 15, 2012, and is effective immediately.

 

	
Position:
    	
Chief   Financial Officer of Epsilon Energy USA, Inc. and Epsilon Energy Ltd.   (“Epsilon”)
    
	
 
    	
 
    
	
Responsibilities:
    	
You   will be generally responsible for all matters typical of those for a Chief   Financial Officer and shall report to the Chief Executive Officer and Board   of Directors. In addition, you shall generally undertake and perform the   following duties and responsibilities on behalf of Epsilon and Epsilon Energy   Ltd.:
    
	
 
    	
 
    
	
 
    	
·    Responsible for overseeing, processing, reviewing and corresponding   with all transactions;
    
	
 
    	
 
    
	
 
    	
·      Maintaining the integrity of the General   Ledgers of all Epsilon companies, and responsible for implementing accounting   control systems and processes, proper recording and reporting of financial   information and compliance with internal controls;
    
	
 
    	
 
    
	
 
    	
·             Responsible for reviewing and ensuring   accurate and timely processing of all accounting procedures and transactions,   including but not limited to revenue processing, joint interest processing,   and property accounting;
    
	
 
    	
 
    
	
 
    	
·             Direct and ensure monthly close for   Accounting is completed in a timely and accurate manner;
    
	
 
    	
 
    
	
 
    	
·      Analyze and review financial data, prepare   financial statements and reports for both internal and external purposes,   including completing the required financial filings for TSX;
    


 

	

    	
10700 North   Freeway Ste 930

Houston, TX   77037 USA

Phone:  281-670-0002

Fax:  281-668-0985
    	
150 Jardin Drive, Suite #9

Concord, ON, Canada, L4K 3P9

Phone:    905.738-7877

Fax:    905.669.8220
    	

    


 











 

	
 
    	
·      Assist in budgeting and forecasting   processes;
    
	
 
    	
 
    
	
 
    	
·      Main correspondent for quarterly reviews   and annual audits;
    
	
 
    	
 
    
	
 
    	
·             Assist in annual tax preparations;
    
	
 
    	
 
    
	
 
    	
·             Payroll / Human Resources review and   administration;
    
	
 
    	
 
    
	
 
    	
·             Financial representative in field, actively   managing operational purchases and assuring compliance with Epsilon’s   purchasing policy;
    
	
 
    	
 
    
	
 
    	
·      And provide other services as may, from   time to time, be required by the Management of the Corporation
    
	
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You   will devote an average of 15 days per month to Epsilon affairs. Giving   consideration to ensuring that all matters of Epsilon business within the   accounting function are properly covered and completed on time.
    
	
 
    	
 
    
	
 
    	
You   will serve at all times with loyalty and honesty in the best interest of   Epsilon and ensure that the fullest of professional standards and ethics are   maintained, and comply with all applicable laws and corporate policies.
    
	
 
    	
 
    
	
Base   Salary:
    	
$150,000.00   per annum (less statutorily required deductions), paid bi-weekly. You shall   receive an annual base salary review.
    
	
 
    	
 
    
	
Options:
    	
You   have been awarded stock options in the past, and they remain outstanding.   Additional stock options, including the terms therein, may be issued to you   in the future entirely at the discretion of Epsilon Energy Ltd.’s Board of   Directors and/or Compensation Committee.
    
	
 
    	
 
    
	
Inconsistency   Between Other Agreements and this Agreement:
    	
In   the event of any inconsistency between other agreements and this agreement   the terms of this Agreement shall prevail.
    
	
 
    	
 
    
	
Benefits
    	
1.             Travel and Entertainment   Budget

You   will be reimbursed for all reasonable documented business expenses incurred   on behalf of Epsilon in carrying out your duties.
    
	
 
    	
 
    
	
 
    	
2.               Statutory Holidays

You   will be entitled to time off for holidays in a manner that is consistent with   the applicable policies of Epsilon energy USA, Inc. as in effect from   time to time.
    


 

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3.             Insurance

You   will be provided with family health insurance through a reputable carrier.   You shall also be provided with a Health Savings Account or Health Flex   Account funded by Epsilon. Any other insurance provided shall be comparable   with the level of insurance provided by Epsilon Energy USA, Inc. to   other employees in accordance with the terms of future plans and any   revisions thereto.
    
	
 
    	
 
    
	
 
    	
4.             Bonus

Epsilon   has available an annual bonus pool which is granted at the sole discretion of   the CEO every December and payable the following year no later than the   first payroll processed in April, provided the individual is still with the   company on the payment date; unless the reason for the individual’s departure   from the company is related to a Change of Control and as such any remaining   bonus will be paid along with the Severance payment as outlined in the   Termination section below.
    
	
 
    	
 
    
	
 
    	
5.             D&O Insurance

You   shall be covered by comprehensive directors’ and officers’ liability   insurance and errors and omissions liability insurance, which shall be   maintained by Epsilon at its expense.
    
	
 
    	
 
    
	
Office   location:
    	
Houston,   Texas
    
	
 
    	
 
    
	
Term   of this Agreement:
    	
Subject   to earlier termination as provided below the term of this agreement shall   commence upon the effective date of this contract being September 1,   2013 and shall expire on the date which is three (3) years from the date   hereof (“Initial term”). This agreement may be renewed pursuant to terms as   mutually agreed upon by the parties unless your employment is terminated by   Epsilon in accordance with the terms of this agreement.
    
	
 
    	
 
    
	
Termination:
    	
If   your employment is terminated by Epsilon for reasons other than for just   cause (defined as unethical, criminal behavior, your death or your   resignation), or if there is a change in control at Epsilon resulting in, the   acquisition by any person. directly or indirectly, of 50% or more of   Epsilon’s outstanding common shares, or any merger, arrangement or similar   event where control is transferred, or any event whereby any party or group,   acting together, elects or causes to be elected to the board of directors of   Epsilon persons who are or may be considered nominees thereof, and such   persons constitute 50% or more of the directors of Epsilon then in office you   shall be entitled to the following:
    


 

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·             A severance payment in an amount equal to   six (6) months of your contract salary amount. The Severance is payable   in a lump sum within 14 days of the termination date or in the case of Change   in Control, payable immediately;
    
	
 
    	
 
    
	
 
    	
·             You may exercise any held and then vested   options as per the provisions of the governing stock option plan; and
    
	
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If   your employment is terminated by death or permanent disability, proved that   in the latter case Epsilon has made legally recognized efforts to accommodate   your disability and such efforts to accommodate have been unsuccessful you   (or your successors) shall not be entitled to the Severance Payment described   herein, but the other severance entitlement terms hereof shall continue to   apply.
    
	
 
    	
 
    
	
Confidentiality:
    	
The   terms of this agreement shall be kept confidential, to the extent permitted   by applicable law.
    
	
 
    	
 
    
	
Resignation:
    	
You   may, by providing 15 days prior notice, in writing, terminate this Agreement   and your employment with Epsilon. If you provide such notice, Epsilon may   request that you cease duties prior to the expiry of this notice period, and   Epsilon shall, in such event, pay you an amount equal to the difference   between the amount you would have received had your employment been continued   throughout the notice period and the amount actually paid by Epsilon to you   during the notice period.
    
	
 
    	
 
    
	
Intellectual   Property, Confidentiality:
    	
You   hereby acknowledge as reasonable and agree that you shall abide by the   following terms and conditions:
    
	
 
    	
 
    
	
 
    	
(i)            Technology,   Know-How, Inventions, Patents: That all designs, devices, improvements,   intentions and ideas made or conceived by you resulting from your access to   the business of Epsilon shall be exclusive property of Epsilon and you and   your estate agree to take all necessary steps to ensure that such property   rights are protected; and
    
	
 
    	
 
    
	
 
    	
(ii)           Confidentiality, You shall keep   confidential, at any time during your employment, and for 1 year after   cessation of employment, any proprietary or confidential information about   the business and affairs of, or belonging to, Epsilon or any affiliate or   associate thereof, including information which, though technically not trade   secrets, the dissemination of knowledge whereof might prove prejudicial to   any of them.
    


 

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Legal   Advice:
    	
You   acknowledge and agree you have had the opportunity to seek independent legal   advice prior to the execution and delivery of this Agreement.
    
	
 
    	
 
    
	
General:
    	
Any   notice or other communication required or permitted to be given hereunder   shall be in writing and shall be delivered in person, transmitted by telecopy   or similar means of recorded electronic communication or sent by registered mail,   charges prepaid, addressed as follows or to such other address as the   relevant party may specify from time to time:
    
	
 
    	
 
    
	
 
    	
(a)     if to   Epsilon Energy USA, Inc.: 
   Attention: Michael Raleigh 
   Ste. 930, 10700 North Freeway 
   Houston, Texas, 77037 USA
    
	
 
    	
 
    
	
 
    	
(b)     if to   B. Lane Bond: 
   7831 Glenn Cliff Dr. 
   Houston, Texas 77064
    
	
 
    	
 
    
	
 
    	
Any   such notice or other communication shall be deemed to have been given and   received on the day on which it was delivered or transmitted (or, if such day   is not a business day, on the next following business day) or, if mailed, on   the third business day following the date of mailing; provided, however, that   if at the time of mailing or within three (3) business days thereafter   there is or occurs a labor dispute or other event which might reasonably be   expected to disrupt the delivery of documents by mail, any notice or other   communication hereunder shall be delivered or transmitted by means of   recorded electronic communications as aforesaid
    
	
 
    	
 
    
	
 
    	
This   Agreement shall inure to the benefit of and shall be binding upon and   enforceable by the parties hereto, and your heirs, executors, administrators   and legal personal representatives and the successors and assigns of Epsilon.   This Agreement is personal to you and may not be assigned by you.
    
	
 
    	
 
    
	
Entire   Agreement:
    	
This   Agreement constitutes the entire agreement between you and Epsilon with   respect to the subject matter hereof and supersedes all prior agreements,   understandings, negotiations and discussions, whether written or oral. There are   no covenants, conditions, agreements, representations, warranties or any   other terms or provisions, express or implied, collateral, statutory or   otherwise, relating to the subject matter hereof, except as herein provided.
    


 

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Governing   Law:
    	
This   Agreement shall be construed, interpreted and enforced in accordance with,   and the respective rights and obligations of you and Epsilon and shall be   governed by, the laws of the State of Texas.
    
	
 
    	
 
    
	
Waiver:
    	
No   amendment or waiver of any provision of this Agreement shall be binding on   you and Epsilon unless consented to in writing by such party. No waiver of   any provision of this Agreement shall constitute a waiver of any other   provision nor shall any waiver constitute a continuing waiver unless   otherwise provided.
    


 

If you are in agreement with the terms of employment as contained in this letter, please confirm your acceptance of same by signing below and returning this letter in confidence to me.

 

Yours very truly,

 

	
EPSILON   ENERGY USA, INC.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Per:
    	
/s/   Michael Raleigh
    	
 
    	
 
    
	
Name:
    	
Michael   Raleigh
    	
 
    
	
Office:
    	
Chief   Executive Officer
    	
 
    
	
 
    	
I   hereby accept the terms of this offer.
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Deena Williams 
    	
 
    	
/s/   B. Lane Bond 
    
	
Witness:
    	
B.   Lane Bond
    
	
 
    	
 
    
	
 
    	
Date:   
    	
8-21-2013
    


 

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