Tensas Inc: Exhibit 10.3 - Filed by newsfilecorp.com






Exhibit 10.3

EMPLOYMENT AGREEMENT 

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered
into this February 02,2011, by and between PGI ENERGY, INC., a Delaware
corporation (the “Company”) and Marcellous McZeal (“Executive”), to
become effective as of February 02,2011(the “Effective Date”). 

NOW THEREFORE, in consideration of Executive’s employment by
the Company, and the mutual promises and covenants contained in, and the mutual
benefits to be derived from this Agreement, and to set forth and establish the
terms and conditions upon which Executive shall be employed by the Company, the
parties hereto agree as follows: 

1.   Employment 

The Company hereby employs Executive and Executive hereby
accepts such employment, upon the terms and conditions set forth herein. 

2.   Terms and Conditions of Employment. 

(a) Executive shall be employed in the position of Chief
Executive Officer and, subject to direction from the Board of Directors,
shall serve in said capacity at the discretion of the board of directors, shall
supervise, control and be responsible for corporate governance, policy writing,
acquisition and merger target procurement, contract preparation and review, loan
docs prep, commitment docs, title report review, must approve all press releases
and communications with media sources and shall approve all executive employment
contracts or recommendations for termination of employment by the board of
directors. 

Executive shall also perform such related services and duties
for the Company as are from time to time assigned or delegated to him from time
to time by the Board of Directors. Executive shall report directly to the Board
of Directors. 

(b) Throughout his employment hereunder, Executive shall devote
his full time, energy and skill to perform the duties of his employment
(reasonable vacations in accordance with this Agreement and reasonable absences
due to illness excepted), shall faithfully and industriously perform such
duties, and shall use his best efforts to follow and implement all management
policies and decisions of the Board of Directors. The expenditure of reasonable
amounts of time for teaching, personal, charitable, and professional activities
shall not be deemed a breach of this Agreement provided Executive does not
materially interfere with the services required to be rendered to the Company
hereunder. 

3.   Compensation and Benefits. 

As the entire consideration for the services to be performed
and the obligations incurred by Executive hereunder, and subject to the terms
and conditions hereof, during the Term (as defined below) of this Agreement,
Executive shall be entitled to the following: (a) Salary. Commencing on
February 02,2011, the Company shall pay Executive an annual salary of
$250,000.00 (the “Annual Salary”). As a signing bonus said executive
shall receive one year salary in advance. In the event of separation of
employment or termination of employment said advance shall be off-set and repaid
to the company through reduction of severance pay package and or recalling stock
ownership issued as part of compensation. Such Annual Salary will be pro-rated
for any partial employment period, will be payable in equal semi-monthly
installments or at such other intervals as may be established for the Company’s
customary pay schedule. The Annual Salary is subject to such incremental
increases as may determine from time to time and approved by the Board of
Directors. 

(b) Bonus. As additional compensation and as further
consideration for his entering into this Agreement for services to be rendered
by Executive, the Company may pay Executive annually following the end of each
fiscal year, a cash bonus. Such bonus shall be paid to Executive upon the
satisfaction. as determined by the Board of Directors at its sole discretion, by
the Company of performance objectives as established by the Board of Directors
of the Company on an annual basis. Executive shall have the right to direct any
portion of the bonus to be paid into a deferred compensation fund. 




(c) Additional Benefits. Executive shall be entitled to
participate, to the extent of Executive’s eligibility, in any Executive benefit
plans made available by the Company to its Executives during the Term of this
Agreement, including, without limitation, such profit sharing plans, 401K and
cafeteria plans, and health, life, hospitalization, dental, disability or other
insurance plans as may be in effect from time to time. Such participation shall
be in accordance with the terms established from time to time by the Company for
individual participation in any such plans. 

(d) Life Insurance. The Company shall provide Executive
with a life insurance policy in an amount equal to the lesser of (i) twice his
Annual Salary or (ii) the maximum amount allowable under the Company’s life
insurance plan. 

(e) Vacation, Sick Leave, and Holidays. Executive shall
be entitled to four (4) weeks (28 business days) of vacation, and also sick
leave and holidays at full pay in accordance with the Company’s policies
established and in effect from time to time. 

(f) Deductions. The Company shall have the right to
deduct and withhold from the compensation due to Executive hereunder, including
Executive’s Annual Salary and Compensation Bonus, if any, such taxes and other
amounts as may be customary or required by law. 

(g) Change in Control. A “Change in Control” shall be
deemed to have occurred if (i) a tender offer shall be made and consummated for
the ownership of more than 50% of the outstanding voting securities of the
Company, (ii) the Company shall be merged, consolidated or reorganized with
another corporation, partnership or other entity and as a result of such merger,
consolidation or reorganization less than 50% of the outstanding voting
securities of the surviving or resulting corporation, partnership or other
entity shall be owned in the aggregate by the shareholders of the Company, as
determined immediately prior to the consummation of such merger, consolidation
or reorganization, (iii) the Company shall sell all or substantially all of its
assets to another corporation which is not a wholly-owned subsidiary or
affiliate in a single transaction or a series of related transactions, or (iv) a
person, within the meaning of Section 3(a)(9) or of Section 1 3(d)(3) (as in
effect on the date hereof) of the Securities Exchange Act of 1934 (“Exchange
Act”), other than any Executive benefit plan then maintained by the Company,
shall acquire more than 30% of the outstanding voting securities of the Company
(whether directly, indirectly, beneficially or of record). For purposes hereof,
ownership of voting securities shall take into account and shall include
ownership as determined by applying the provisions of Rule 1 3d-3(d)(l)(i) (as
in effect on the date hereof) pursuant to the Exchange Act. 

4.   Business Expenses. 

The Company shall promptly reimburse Executive for all
reasonable out-of-pocket business expenses incurred in performing Executive’s
duties hereunder, in accordance with the Company’s policies with respect thereto
in effect from time to time (including without limitation policies regarding
prior consent for significant expenditures), provided that Executive promptly
furnishes to the Company adequate records and other documentary evidence
required by all federal and state statutes and regulations issued by the
appropriate taxing authorities for the substantiation of each such business
expense as a deduction on the federal and state income tax returns of the
Company. 

5.   Term and Termination. 

(a) Term. The term of this Agreement (the “Term”) shall
commence on the Effective Date of this Agreement, and subject to earlier
termination as provided below, and except for the provisions of this Agreement
which, by their terms, continue in force beyond the termination hereof, shall
end on February 15, 2015. 

(b) Termination on Death and for Cause. This Agreement,
and Executive’s employment hereunder, shall terminate upon Executive’s death and
is otherwise immediately terminable for cause (as defined below) upon written
notice from the Company to Executive. As used in this Agreement, “cause” shall
include: (i) habitual neglect of or deliberate or intentional refusal to perform
any of Executive’s duties or obligations under this Agreement or to follow
Company policies or procedures following written notification by the Board of
Directors to Executive of his failure to perform such duties or obligations or
to follow such policies or procedures and a ten (10) day period for Executive to
cure the failure set forth in such written notification; (ii) fraudulent or
criminal activities; (iii) any grossly negligent act or omission; (iv)
deliberate breach of Company rules resulting in material loss or damage to the Company, or intentional or negligent unauthorized disclosure of
Company trade secrets or confidential information; or (v) if Executive fails to
fulfill the annual performance goals and objectives, which shall be mutually
determined by Executive and the President and Chief Executive Officer. A
determination whether Executive’s actions justify termination for cause and the
date such termination is effective shall be made by the Board of Directors in
their sole discretion. However, if Executive’s employment is terminated for
cause under this Subsection, the Company shall pay to Executive a severance
payment in the amount equal to three (3) months of the salary then payable to
Executive pursuant to Section 3(a) hereof on the date of termination, but not
more than the portion of the Annual Salary left to be paid during the remainder
of the Term. This severance payment shall be made according to the terms and
conditions in Section 5(d)(i) below.





(c) Termination for Disability. The Board of Directors
may terminate this Agreement, upon written notice to Executive, for the
“disability” (as defined below) of Executive at the expiration of a consecutive
twenty-six (26) week period of disability if the Board of Directors determines
in their sole discretion that Executive’s disability will prevent Executive from
substantially performing Executive’s duties hereunder. As used in this
Agreement, “disability” shall be defined as (i) Executive’s inability, by reason
of physical or mental illness or other cause, to perform substantially
Executive’s duties hereunder; or (ii), in the discretion of the Board of
Directors, as it is defined in any disability insurance policy in effect at the
Company during the time in question. Executive shall receive full compensation,
benefits, and reimbursement of expenses pursuant to the terms of this Agreement
from the date disability begins until the date Executive receives notice of
termination under this paragraph or until Executive begins to receive disability
benefits pursuant to a Company disability insurance policy in an amount
comparable to Executive’s salary, whichever occurs first. 

(d) Termination Without Cause or for Good Reason. The
Company may terminate Executive’s employment hereunder at any time during the
Term for any reason other than for “cause” (as defined above) by giving
Executive at least ten (10) days written notice, and Executive may terminate his
employment at any time for “good reason” (as defined below) by giving the
Company at least ten (10) days written notice. If Executive’s employment is
terminated pursuant to the preceding sentence, the Company shall pay to
Executive all salary and bonuses accrued up to and including the date of
termination, all unused vacation and all unreimbursed expenses which are
reimbursable pursuant to Section 4 incurred prior to such termination. As used
in this Agreement, “good reason” shall be defined as (i) the material breach of
this Agreement by the Company, (ii) the assignment of Executive without their
consent to a position, responsibilities or duties of a materially lesser status
or degree of responsibility than their position, responsibilities, or duties as
stated in this Agreement, or (iii) any reduction of the Annual Salary without
Executive’s consent. In addition, in the event of such termination without cause
or for good reason, the Company shall have the following duties: 

(i) The Company shall pay to Executive a severance payment in
an amount equal to six (6) months of the salary then payable to Executive
pursuant to Section 3(a) hereof on the date of termination, but not more than
the Salary left to be paid during the remainder of the Term (the “Severance
Payment”). The Severance Payment shall be paid in approximately equal bi-weekly
installments, or at such other intervals as may be established for the Company’s
customary pay schedule, at the annual rate of Executive’s Salary on the date of
termination; 

(ii) The Company shall pay to Executive all deferred
compensation, if any, owed to Executive, under any other agreement in a single
lump sum payment immediately following termination. However, any amounts owed
under a 401(k) or other plan qualified under the Internal Revenue Code shall be
paid in accordance with the terms and provisions of such plans; 

(iii) All outstanding stock options allocated to Executive
which would have been vested at the end of the Term had Executive remained
employed by the Company to the end of the Term, shall be immediately vested,
subject to the restrictions that may apply under the law including restrictions
applicable to any options granted under the Company’s 2011 Long-Term Incentive
Plan; and 

(iv) Executive shall no longer be subject to the covenants and
agreements not to compete under Section 6 of this Agreement following the date
of termination under this Section 5(d). 

(e) Mutual Voluntary Termination. The parties may
mutually agree in writing to terminate this Agreement. In such event, Executive
agrees, at the Company’s request, to continue providing services for a requested
period of time up to, but not more than, six months after such voluntary
termination (the “Transition Period”) to facilitate transition. Executive shall
be an independent contractor and not an employee during the Transition Period
and shall be available to assist in the transition during such period.
During the Transition Period, Executive shall receive compensation equal to 110
percent of the Salary at the time of the voluntary termination. Payment of such
compensation shall be made at least monthly. It is understood and agreed that
Executive, during the Transition Period, may be seeking other opportunities and
will not be devoting 100 percent of his time to the affairs of the Company. The
Company may elect to terminate the independent contractor relationship with
Executive prior to the end of the Termination Period once Executive accepts a
full time position with another company. 




(f) Effect of Termination. In the event Executive’s
employment is terminated hereunder, all obligations of the Company and all
obligations of Executive shall cease except as otherwise provided herein. Upon
such termination, Executive or Executive’s representative or estate shall be
entitled to receive only the compensation, benefits, and reimbursement earned or
accrued by Executive under the terms of this Agreement prior to the date of
termination computed pro rata up to and including the date of termination, but
shall not be entitled to any further compensation, benefits, or reimbursement
from such date, except as otherwise provided herein.

6.   Covenant Not to Compete 

(a) Covenant. In exchange for providing to him
Confidential Information, as defined below in Section 7 and as a means of
enforcing the obligation to protect that Confidential Information, Executive
hereby covenants and agrees that during the Term and for a period of one (1)
year thereafter, he will not, except as a director, officer, executive or
consultant of the Company, or any subsidiary or affiliate of the Company,
directly or indirectly own, manage, operate, join, control, or participate in
the ownership, management, operation or control of, or be connected with (as
director, officer, executive, consultant, agent, independent contractor of
otherwise) in any other manner with any business engaged in the Defined Business
(as described below) which is the same or substantially similar in nature to the
business engaged in by the Company or contemplated by the Company as of the date
thereof in the State of Texas, and each of the other states in the United
States, and each foreign country, in which the Company does business (whether
directly or indirectly through subsidiaries, affiliates, franchisees, licensees,
representatives, agents or otherwise). Notwithstanding the foregoing, after
termination of Executive’s employment with the Company, Executive may contract
as an independent contractor or be employed in a position with a business that
is the same or substantially similar in nature to the business engaged by the
Company, provided that Executive is neither employed by nor involved in any
manner whatsoever with any part of the business that competes directly with any
product of the Company and Executive does not work on any product that competes
with any product existing, being designed or in development by the Company. 

(b) Definition of Defined Business. As used herein, the
term “Defined Business” shall mean the business of developing, manufacturing,
marketing or selling products that are similar to or compete with the current or
contemplated products of the Company as of the date thereof. 

(c) Non-Solicitation Agreement. Executive shall not,
directly or indirectly, solicit for employment, or advise or recommend to any
other person that they solicit for employment, any employee of the Company (or
any subsidiary or affiliate), during the Term and for a term of two years
thereafter; provided however, that this paragraph shall not preclude Executive
from giving an employment reference at the request of any Executive of the
Company or at the request of a prospective employer of such Executive. 

(d) Conflicting Employment. Executive shall not, during
the Term, engage in any other employment, occupation, consulting or other
business activity directly related to the Defined Business, nor will Executive
engage in any other activities that conflict with his obligations to the
Company. 

(e) Unique and Essential Nature of Services of
Executive. Executive understands and acknowledges that the Company is
entering into this Agreement in reliance upon the unique and essential nature of
the personal services Executive is to perform as an Executive of the Company and
that irreparable injury would befall the Company or its subsidiaries or
affiliates should Executive serve a competitor of, or compete, with the Company
or any of its subsidiaries or affiliates. 

(f) Acknowledgment of Reasonableness of Restrictions.
Executive specifically acknowledges and agrees that the post-employment
limitation upon his activities as specified above, together with the
geographical limitations set forth above, are reasonable limitations as to time
and place upon Executive’s post-employment activities and that the restrictions are necessary to preserve, promote and protect the
business, accounts and goodwill of the Company and impose no greater restraint
than is reasonably necessary to secure such protection. 




(g) Limitation on Scope or Duration. In the event that
any provision of this Section 6 shall be held invalid or unenforceable by a
court of competent jurisdiction by reason of the geographic or business scope or
the duration thereof, such invalidity or unenforceability shall attach only to
the scope or duration of such provision and shall not affect or render invalid
or unenforceable any other provision of this Section 6 and, to the fullest
extent permitted by law, this Section shall be construed as if the geographic or
business scope or the duration of such provision had been more narrowly drafted
so as not to be invalid or unenforceable but rather to provide the broadest
protection to the Company permitted by law.

7.   Confidential Information. 

Company agrees that it will supply to Executive, and Executive
will keep confidential and will not, during or after this Agreement, in any
medium, disclose, divulge, furnish or make accessible to any person, firm,
corporation or other business entity or enterprise, any information, trade
secrets, customer information, marketing information, sales information, cost
information, technical data, know-how, secret processes, discoveries, methods,
patentable or non-patentable ideas, formulae, processing techniques or technical
operations relating to the business, business practices, methods, products,
processes, equipment, financial affairs or any confidential or secret aspect of
the business of the Company, including, by means of example and not limitation,
the following; (i) information identifying or tending to identify any of the
clients, customers, executives, or distributors of the Company or any subsidiary
of the Company; (ii) information regarding the intellectual property of the
Company or any subsidiary of the Company, including all patents, trademarks,
trade names, service marks, and copyrighted materials, all computer programs,
computer software (in object or executable code versions), computer source
codes, and graphical user interface screens, and all copy, ideas, designs,
methods, scripts, concepts, inventions, recordings, advertising and promotional
materials, whether or not protected under any law; and (iii) information
pertaining to the plans, products, services, processes, prospects, supplies,
procedures, techniques, research and development, financial statements, and
financial forecasts and projections of the Company or any subsidiary of the
Company; but excluding information that has been intentionally disclosed to the
public by the Company or any subsidiary of the Company or a disclosure required
by law, by a court of competent jurisdiction, or to respond in good faith to a
valid inquiry by a governmental authority and training in the unique business
methods of the Company (collectively, the “Confidential Information”) without
the prior written consent of the Company. Upon the termination of this Agreement
for any reason, and at any time prior thereto upon request by the Company,
Executive shall return to the Company all written records of any Confidential
Information, together with any and all copies of such records, in Executive’s
possession. Any Confidential Information which Executive may conceive of or make
during the Term shall be and remain the property of the Company. Executive
agrees promptly to communicate and disclose all such Confidential Information to
the Company and to execute and deliver to the Company any instruments deemed
necessary by the Company to effect disclosure and assignment thereof to it. 

8.   Assignment. 

This Agreement is for the unique personal services of Executive
and is not assignable or delegable in whole or in part by Executive without the
consent of the Board of Directors of the Company. This Agreement may be assigned
or delegated in whole or in part by the Company and, in such case, the terms of
this Agreement shall inure to the benefit of, be assumed by, and be binding upon
the entity to which this Agreement is assigned. 

9.   Executive’s Warranty. 

Executive’s undertakings herein will not constitute a breach of
any agreement to which Executive is a party or any obligation to which Executive
is bound. Executive is not bound by any non-disclosure or non-compete agreement
which would in any way affect Executive’s performance of this Agreement.
Executive has no obligations to others which are inconsistent with the terms of
this Agreement or with Executive’s duties to the Company under this Agreement.





10.   Exit Interview. 

Upon termination or expiration of the Agreement, Executive
agrees to participate in an exit interview with the Board of Directors of the
Company or their designee, wherein they will review the obligations under this
Agreement and Executive will ask any questions that he may have at that time
concerning whether information that he was exposed in connection with this
Agreement is considered confidential by the Company. Executive agrees that he
will inform the Company at that time of any employer with whom he has accepted
employment as well as the position in which he will be employed. 

Executive agrees to return all property in his possession
belonging to the Company or any subsidiary or affiliate, including all written
or printed materials, keys, cards, equipment, cars, and any other item that is
the property of the Company or any subsidiary or affiliate. Executive
specifically authorizes the Company to deduct from his paycheck any amounts due
the Company or any subsidiary or affiliate, such as charges for the Company’s
property damaged or not returned to the Company when requested, and any
unapproved charges incurred by Executive and payable by the Company. 

11.   Injunctive Relief. 

Executive acknowledges and agrees that the remedies at law for
any breach of any of Executive’s obligations under the provisions of Sections 6,
7 or 9 would be inadequate, and agrees and consents that temporary and permanent
injunctive relief may be granted in any proceeding which may be brought to
enforce any of the provisions contained in Sections 6, 7 or 9 without the
necessity of proof of actual damage. 

12.   Waiver or Modification. 

Any waiver, modification or amendment of any provision of this
Agreement shall be effective only if in writing in a document that specifically
refers to this Agreement and such document is signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought. The waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any other provision hereof or any subsequent breach of the same provision
hereof. The failure of the Company at any time, or from time to time, to require
performance of any of Executive’s obligations under this Agreement shall in no
manner affect the Company’s right to enforce any provision of this Agreement at
a subsequent time. 

13  . Severability. 

If any provision of this Agreement is found to be unenforceable
by a court of competent jurisdiction, the remaining provisions shall
nevertheless remain in full force and effect.

14.   Notices. 

Any notice required or permitted hereunder to be given by
either party shall be in writing and shall be delivered personally or sent by
certified or registered mail, postage prepaid, or by private courier, or by
telex or telegram to the party to the address set forth below or to such other
address as either party may designate from time to time according to the terms
of this paragraph: 

	 	To Executive at: 	7322 Southwest Frwy Ste 1100 
	 	  	Houston TX. 77074 
	 	  	  
	 	To the Company at: 	PGI ENERGY, Inc. 
	 	  	7322 Southwest Frwy Ste 1100 
	 	  	Houston, TX 77074 


A notice delivered personally shall be effective upon receipt.
A notice sent by facsimile or telegram shall be effective twenty-four (24) hours
after the dispatch thereof. A notice delivered by mail or by private courier
shall be effective on the third day after the day of mailing. 




15.   Attorney’s Fees. 

In the event of any action at law or equity to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney’s fees and court costs in addition to any other relief to
which such party may be entitled. 

16.   Entire Agreement. 

This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and, except for the
agreement(s) evidencing the Restricted Stock award between Executive and the
Company, supersedes all prior agreements and understandings, both written and
oral between the parties hereto with respect to the subject matter hereof and is
not intended to confer upon any other person or entity any rights or remedies
hereunder except as otherwise expressly provided herein. 

17.   Governing Law. 

This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas applicable to contracts entered into and to
be performed entirely within such state. It is to be performed in Houston,
Harris County, Texas.

18.   Counterparts. 

This Agreement is being executed in
several counterparts, each to be considered an original for all purposes.

 [Signature Page to Follow] 

IN WITNESS WHEREOF, the parties have
executed this Agreement effective as of the date first set forth above. 

EXECUTIVE:

/s/ Marcellous
McZeal                               

Marcellous McZeal 


THE COMPANY: 

PGI ENERGY, INC. 

By: /s/ Robert
Gandy                                     

Its: Majority Shareholder