AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 6, 1997
FILE NO. 0-20915
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GEO PETROLEUM, INC.
-------------------
(Exact Name of Registrant as Specified in its Charter)
California 33-0328958
- ---------- ----------
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)
501 Deep Valley Drive, Suite 300
- -------------------------------
Rolling Hills Estates, California 90274
- --------------------------
(Address of Principal Executive Offices)
Geo Petroleum, Inc. 1997 Executive's Plan
- ------------------------------------------
(Full Title of the Plans)
Gerald T. Raydon, President
- ---------------------------
Geo Petroleum, Inc.
- -------------------
501 Deep Valley Drive, Suite 300
- -------------------------------
Rolling Hills Estates, CA 90274
- --------------------------
(Name and Address of Agent for Service)
(310) 265-0721
- --------------
(Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share<F1> Price Fee
<S> <C> <C> <C> <C>
Common Stock 1,060,000 $2.00 $2,120,000 $636.00
TOTAL 1,060,000 $2.00 $2,120,000 636.00
<FN>
<F1>
Pursuant to Rule 457(h)(3) this Registration covers resales of
the common stock offered hereby.
<F2>
Calculated pursuant to Rule 457(h)(1) and (3) under the
Securities Act of 1933, as amended.
</FN)
</TABLE>
The information specified by Items 1 and 2 of Part I of Form S-8
is omitted from this filing in accordance with the provisions of
Rule 428 under the Securities Act of 1933 and the introductory
Note to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the
Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-QSB for
the fiscal quarter ended March 31, 1997;
(c) The Company's Quarterly report on Form 10-QSB for
the fiscal quarter ended June 30, 1997.
(d) The description of the Company's Common Stock
contained under the caption Description of Common
Equity in its Form 10 Registration Statement
(File No. 0-20915, filed June 21, 1996); and all
amendments and reports filed for the purpose of
updating that description; and
<PAGE>
(e) All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment
which indicates that all securities offered have
been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated
herein by reference and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Counsel rendering an opinion in this matter is the
President and Chairman of the Board of Directors of the
Company and is the owner of approximately 47% of the Common
Stock of the Company.
Item 6. Indemnification of Directors and Officers
As permitted by California law, the bylaws of the Company
provide broad rights of indemnification to the officers and
directors of the Company. The Articles of Incorporation of
the Company provide, in part, that:
(a) The liability of directors of the corporation for
monetary damages shall be eliminated to the
fullest extent permissible under California law.
(b) The corporation is authorized to provide
indemnification of agents, as defined in
Section 317 of the California Corporations Code,
through bylaw provisions, agreements with agents,
vote of shareholders or disinterested directors,
or otherwise, which indemnification may be in
excess of the indemnification otherwise permitted
by Section 317 of the California Corporations Code
with respect to actions for breaches of duty to
the corporation and its shareholders.
(c) Any amendment, repeal, or modification of any
provision of this Article V shall not adversely
affect any right or protection of an agent of this
corporation existing at the time of such amendment,
repeal or modification.
The Bylaws of the Company (Exhibit 3.2 to Form 10-SB) provide
for additional indemnification in Article 16 thereof, which is
incorporated herein by reference.
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Articles of Incorporation of the Company, as
amended (incorporated by reference to
Exhibit No. 3.1 (a - c) to the Registration
Statement on Form 10-SB, which was filed with
the Securities and Exchange Commission
under No. 0-20915). There have been no
subsequent amendments.
4.2 Bylaws of the Company (incorporated by reference
to Exhibit No. 3.2 to the Registration Statement
on Form 10-SB, which was filed with the Securities
and Exchange Commission under No. 0-20915).
4.3 Employment Agreement between the Company and
Larry R. Burroughs (filed herewith).
5.1 Opinion of Gerald T. Raydon as to the validity of
the securities registered hereunder (filed
herewith).
23.1 Consent of Gerald T. Raydon (set forth in the
opinion filed as Exhibit 5.1 to this Registration
Statement).
23.2 Consent of Ernst & Young, LLP (filed herewith).
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of
the Securities Act of 1933; (ii) to reflect in
the prospectus any facts or events which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement; (iii) to include
any additional or changed material information
on the plan of distribution, provided, however,
that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included
in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.
<PAGE>
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed
to be a new registration statement relating to the
securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 of this
registration statement, or otherwise, the Registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities
being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements of filing on
Form S-8 and authorized this registration statement to be signed
on its behalf by the undersigned, in the City of Rolling Hills Estates,
California on October 31, 1997.
Geo Petroleum, Inc.
By: \s\ GERALD T. RAYDON
- ---------------------------
Gerald T. Raydon
President and Chairman of the Board
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Gerald
T. Raydon, his true and lawful attorney in fact and agent,
with full power of substitution and re-substitution, for him
and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange
commission and any state or other securities authority,
granting unto each said attorney in fact and agent full power
and authority to do and perform each and every act in person,
hereby ratifying and confirming all that said attorneys in
fact and agents, or any of them or their of his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
<PAGE>
In accordance with the requirements of the Securities Act
of 1933, this Registration Statement was signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- -----
\s\ GERALD T. RAYDON Chairman of the Board October 27, 1997
- -------------------- and President
Gerald T. Raydon (Principal Executive Officer)
\s\ ALYDA L. RAYDON Director, Chief October 27, 1997
- -------------------- Financial Officer and
Alyda L. Raydon Secretary (Principal
Financial and Accounting
Officer
William J. Corcoran Director October 27, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Articles of Incorporation of the Company, as amended
4.2 Bylaws of the Company
4.3 Employment Agreement between the Company and Larry R.
Burroughs
5.1 Opinion of Gerald T. Raydon, as to the validity of the
securities registered hereunder.
23.1 Consent of Gerald T. Raydon (set forth in the opinion
filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Ernst & Young, LLP
<PAGE>
EXHIBIT 4.3
Attached hereto and incorporated herein as Exhibit A
<PAGE>
EXHIBIT 5.1
EXHIBIT 23.1
October 31, 1997
Geo Petroleum, Inc.
501 Deep Valley Drive, Suite 300
Rolling Hills Estates, CA 90274
Re: Registration of 1,060,000 shares of Common Stock pursuant
to a Registration Statement on Form S-8
Ladies and gentlemen:
I have acted as counsel for Geo Petroleum, Inc., a
California Corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement on
Form S-8 (the "Registration Statement"), of 1,060,000 shares of
Common Stock, no par value, of the Company (the "Common
Stock"), all of which shares are to be issued and sold in
connection with the Company's employment agreement with Larry R.
Burroughs (the "Employment Agreement"), as further described in
the Registration Statement.
I have made such inquiries and examined such documents as I
have considered necessary or appropriate for the purpose of
giving the opinion hereinafter set forth. I have assumed the
genuineness and authenticity of all signatures on all original
documents, the authenticity of all documents submitted to us
as originals, the conformity to originals of all documents
submitted to us as copies and the due authorization,
execution, delivery or recordation of all documents where due
authorization, execution or recordation are prerequisites to
the effectiveness thereof.
Based upon the foregoing, having regard for such legal
considerations as I deem relevant, and assuming, with respect
to the shares of Common Stock issued under the Employment
Agreement (i) the availability of a sufficient number of
shares of Common Stock authorized by the Company's Articles of
Incorporation then in effect, and (ii) no change occurs in
applicable law or the pertinent facts, I am of the opinion
that the 1,060,000 shares of Common Stock that may be issued and
sold or granted for services by the Company from time to time
under the Option Agreement, will upon issuance and delivery
against payment by cash or secured promissory notes therefor, be
duly authorized and legally issued, fully paid and non-assessable.
<PAGE>
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement. By so consenting, I do not thereby
admit that our firm's consent is required by Section 7 of the
Securities Act. I further advise you that my wife and I are
the joint holders of approximately 47% of the outstanding
stock of the Company and I am the president thereof, all as
disclosed in the Registration Statement.
Very truly yours,
/s/GERALD T. RAYDON
- -----------------------
Gerald T. Raydon
Attorney for Geo Petroleum, Inc.
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 0-20915) pertaining to the Geo Petroleum, Inc. 1997
Executives' Plan of our report dated March 28, 1997 with respect to the
financial statements of Geo Petroleum, Inc. included in its Annual Report
(Form 10-KSB) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
October 30, 1997
<PAGE>
October 30, 1997
PRIVILEGED AND CONFIDENTIAL
---------------------------
Ernst & Young LLP
2049 Century Park East
Los Angeles, CA 90067
Attention: Alex Bender
Re: Geo Petroleum, Inc.
Geo Petroleum, Inc. has requested that we update our letters
to you dated March 5, 1997 and June 21, 1997, and this letter is in
response to such request. Subject to the limitations and exceptions
contained in said letters, we advise you that there is no change in
the status of the matters described therein.
This letter is solely for the use of Ernst & Young LLP as
described in the said letters.
Respectfully submitted,
Rodney C. Hill, A
Professional Corporation
By /s/ RODNEY C. HILL
-----------------------
Rodney C. Hill
<PAGE>
EXHIBIT A
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into
on October 21, 1997 and shall be effective as of the first day of
November, 1997, by and between GEO PETROLEUM, INC., a California
corporation (hereinafter referred to as "Geo" or as the "Company"),
and LARRY R. BURROUGHS, an individual (hereinafter referred to as the
"Employee" or as "Burroughs").
RECITALS
A. It is in the best interests of the Company to retain the services
of Employee as President and Chief Operating Officer of the Company,
subject to and in accordance with the terms and provisions set forth
below.
B. After independent review and consideration of the Agreement,
Employee desires to accept the employment responsibilities set forth
herein, in accordance with the terms and provisions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. EMPLOYMENT RELATIONSHIP; TERM; RENEWAL
Subject to the other terms, conditions and provisions of
this Agreement, the Company hereby employs Employee and
Employee hereby accepts such employment for a period of
three (3) years, commencing on the Effective Date of this
Agreement, subject to the termination provisions as provided
in Paragraph 8.
2. COMPENSATION
2.1 ANNUAL COMPENSATION
Subject to the terms and provisions hereof, the
Company shall pay to Employee an annual salary of
$120,000 for the first year, payable with 60,000
shares of Geo's common stock valued at $2.00 per share
equivalent to the market price of the shares upon the
date hereof. Geo has filed a statement on Form S-8 in
order to effect the registration of such shares.
During the second and third years, the salary shall be
$120,000 per year, payable in cash in bi-weekly
installments, with bonuses, inflation adjustments, and
other compensation similar to that payable to Gerald
T. Raydon and other senior officers. Such
installments shall be pro-rated in the event of any
partial employment period hereunder. Mr. Burroughs'
office will, at his election, be either in his home in
<PAGE>
Sand Springs, Oklahoma, or at Geo's headquarters in
California, in Rolling Hills Estates or elsewhere in
California where the company may subsequently
relocate.
2.2 ADDITIONAL COMPENSATION
Employee shall be further entitled to additional
compensation in the form of purchases of Geo's common
stock, which he shall make as follows: Burroughs
shall be entitled to 333,333 shares of Geo stock for
each year of service hereunder, for a total of one
million shares of stock, all issued at $2.00 per
share. The stock shall be issued as follows: 250,000
shares upon execution of the Agreement, and 250,000
shares within 30 days after the end of the first,
second, and third years of service, provided that such
amounts will be adjusted to the extent that the number
of shares advanced exceeds the number of shares earned
in the event of the termination of the Agreement
before the full term of three years has been
completed. The stock certificates, before being paid
for in cash, shall be subject to restrictions stating
that they are subject to a security agreement securing
a promissory note and that a forfeiture or foreclosure
may be declared in the event of non-payment of the
note secured by the stock certificate. Payment shall
be by delivery of Burroughs' promissory notes to Geo
in the amount of the purchase price for each block of
stock. The principal on the notes shall be non-
recourse, but the interest shall be recourse, secured
by the stock purchased pursuant to security agreements
executed by the parties. Each time a sale of stock is
made by Burroughs, $2.00 per share will be paid on the
note, and the stock sold will be released from the
security agreement. Geo will file an S-8 registration
statement for all shares in advance. Interest at
8.25% per annum, payable upon the anniversary date of
each note, shall be payable on the notes, and shall be
recourse. The term of each note shall be for five
years from the date of issuance of the related stock.
In the event the employment of the Employee is
terminated for any reason after November 1, 1998 by
the Employee or by the Company, with or without cause,
Employee's rights hereunder shall be limited to acquire
those shares which have vested, and all non-vested
shares shall be canceled immediately. Upon termination
by the Employee or by the Company all vested shares
subject to secured promissory notes must be paid for in
cash within one (1) year from the date of termination,
or they will be canceled, at the discretion of the
Company.
<PAGE>
2.3 SERVICE AS DIRECTOR
Employee will promptly after the execution of the
Agreement be appointed to fill a vacancy on the Board
of Directors. He shall provide the services required of
all directors and receive the same compensation as other
directors as may be determined from time to time by the
Board.
2.4 EMPLOYMENT TAXES
All compensation and benefits shall be subject to customary
withholding taxes and other employment taxes as from time
to time are required by any governmental statute, ordinance,
or regulation with respect to such compensation paid by the
Companies to an employee.
3. EMPLOYEE BENEFITS AND REIMBURSEMENTS
A. Medical Insurance
During the term of this Agreement and the employment
described herein, the Company will pay the premium for
standard medical benefits for Employee. Dependent coverage
is available but at Employee expense.
B. Reimbursement for out-of-pocket Expenses
The Company shall, not less frequently than monthly,
reimburse Employee with respect to all ordinary out-of-pocket
expenses which, in the sole judgment of the Company, were
incurred by Employee in the course of and/or in the conduct
of the Company's business by Employee, provided Employee
follows and complies with the Company's reporting and
receipts submission procedures.
C. Other Benefits
In addition to the foregoing, Employee shall also be
provided any other benefits of whatever kind or nature or
shall be permitted to participate in such other benefits
or programs which may, from time to time, be adopted or
provided by Geo and otherwise made available by Geo to
other employees or officers of the Company under
substantially the same restrictions and limitations, if any,
as applicable.
D. Relocation
The Company will reimburse Employee for reasonable and
necessary moving costs incurred in the course of Employee
relocation. The Company's will make the final determination
whether items of moving costs are "reasonable and necessary".
<PAGE>
4. SERVICES AND DUTIES OF EMPLOYEE
Employee agrees that, expressly in his capacity as an officer
of the Company, Employee will at all times loyally and
conscientiously perform all of the following duties,
responsibilities, and obligations:
A. Those duties and responsibilities expressly or implicitly
contained in the Agreement;
B. Those duties and responsibilities customarily incident to
or required of such position(s) and/or office(s) as may,
from time to time, be assigned to Employee by the Board of
Directors of Geo.
C. Such other services, acts, or things necessary, prudent, or
advisable in the exercise of Employee's reasonable judgment for
the benefit of the Company and;
D. Such additional duties, responsibilities and obligations and
such other services, acts, and things as, from time to time,
may be designated by the Board of Directors of Geo.
E. Without in any manner limiting the foregoing, Employee agrees
to devote such time as may be necessary to or for the business
of the Company. By entering into this Agreement, it is the
mutual intention of the party that Employee shall devote all of
his productive time, ability, and attention to the business of
the Company.
5. NO OUTSIDE EMPLOYMENT
By entering into this Agreement, it is the mutual intention of the
parties that Employee shall devote all of his productive time, ability,
and attention to the business of the Company and shall not, without the
prior written consent of the Board, which may be withheld for any reason
whatsoever, otherwise actively engage in other business endeavors or
pursuits, including, without limitation, the direct or indirect rendition
of any services of a business, commercial, or professional nature to any
other person or organization, whether for compensation or otherwise.
Notwithstanding the foregoing, the Company recognizes that Employee may
perform the following while still providing as a first priority the above
services to Geo: (I) Services as President, Phillips Oil & Gas, Inc., a
Tennessee corporation; (ii) Director, Stangrid PLC (owner of the shares
of Phillips Oil & Gas); (iii) Personal oil and gas operations in Alabama,
Mississippi and Arkansas; and (iv) Winding-up of miscellaneous services
at Saba Petroleum Company in connection with previous employment.
<PAGE>
6. CONFIDENTIALITY AND TRADE SECRETS
A. Employee acknowledges and agrees that, in prior meetings with
other employees, representatives, officers and directors of the
Company, Employee has or will, during the term of employment,
have access to, become acquainted with, and/or develop or invent
various Trade Secrets and proprietary information consisting of
and including, without limitation, geological prospects and
concepts, engineering and other ideas for the location,
development, and extraction of oil or gas, formulas, processes,
plans, charts, concepts, procedures, compilations, lists of data
and information, records, specifications, documents, contracts,
reports, forms, manuals, names, addresses, and telephone numbers
and other of customers, lenders, investors, or identified
prospective customers, lenders, or investors (all of the foregoing
sometimes collectively referred to as "Trade Secrets")which are
owned or have been or subsequently are developed, compiled,
organized or invented by the Company, the Employee, or the
Company's other employees Employee, for the benefit of the Company
and as a condition of this Agreement, expressly agrees that Employee
shall not disclose any of the Trade Secrets, directly or indirectly;
use them in any way, or claim proprietary ownership interest therein,
either during or after the term of this Agreement except as required
in the performance of Employee's duties hereunder or as expressly
authorized by the written consent and permission of the Company after
full explanation and disclosure of any such proposed use or disclosure
by the Employee to the Company.
B. Employee further acknowledges and agrees that all Trade Secrets, as
defined above, whether now existing or hereafter developed are and shall
at all times be owned solely and exclusively by the Company and Employee
shall have no ownership interest therein or rights thereto.
7. EFFECTIVE DATE
The Effective Date of this Agreement shall be the day, month, and year
first set forth above.
8. TERMINATION
8.1 Events of Termination
This Agreement shall terminate immediately upon the occurrence of
any of the following events after November 1, 1998. It is
understood by both parties that no termination can occur during
the first year's term.
A. Whenever the Company and Employee shall mutually agree in
writing to terminate this Agreement;
B. Whenever the Company delivers written notice to Employee
terminating the Agreement for "cause" including, among other
things, Employee's material gross negligence or intentional
misconduct under the terms of this Agreement, unless waived in
writing and signed by the Company in the Company's sole and
absolute discretion;
<PAGE>
C. Upon the death of Employee;
D. Upon the permanent incapacity of Employee because of
illness, physical injury, other physical or mental disability,
or any reason such that it reasonably appears that Employee
will be unable to perform or complete Employee's duties and
responsibilities under this Agreement.
E. If the Company terminates this Agreement without cause,
then upon such termination, in addition to the other
provisions contained herein, the Company shall pay to Employee
as a severance allowance an amount equal to the Employee's
then annual salary.
8.2 Post-Termination Duties and Obligations
Upon termination for any of the foregoing Events:
A. Employee or the representative of Employee's estate, in the
event of the death of the Employee, shall be entitled to
receive that compensation earned by Employee that Employee
would otherwise be entitled to up to the date of termination
less such amounts as are required by law to be withheld and
deducted and;
B. Employee or the representative of Employee's estate, in the
event of the death of the Employee, shall deliver to the
Company all records, reports, files, schedules, lists, equipment,
tools, and any other property in his possession or under his
control belonging to the Company and, as appropriate, in good
condition and repair, ordinary wear and tear excepted.
C. Employee shall have such other post-termination
responsibilities as Employee and the Company shall mutually
agree.
9. COMPANY'S AUTHORITY
The Company expressly reserve the right to adopt and promulgate from
time to time, orally or in writing, Company rules, regulations,
directives and policies with respect to the Company's operations and
systems, business expense reimbursements, general employee standards,
and employee performance requirements and evaluation criteria (all
of the foregoing collectively referred to as the "Company's
Policies"). Employee agrees at all times to observe and comply with
the Company's Policies, whether oral or in writing, as stated and as
reasonably interpreted by the Board of Directors.
10. PAID VACATION AND SICK LEAVE
Paid Vacation: Employee shall be entitled to three weeks' paid
vacation each year, subject to increase based upon the then current
policy of the Companies.
<PAGE>
Sick Leave: Employee shall be entitled to a reasonable number of
days of sick leave, not to exceed ten, with full compensation as
specified in the current policy of the Company during each calendar
year. In determining what is a reasonable number of days, the
Company shall take into account previous periods of illness or
disability, the number of days of sick leave taken in the current
and preceding years, and any other relevant factors it deems
pertinent.
11. INDEMNIFICATION
The Company shall indemnify the Employee and hold him harmless for
and with respect to all costs and expenses incurred by Employee
resulting from any acts or decisions made by him in good faith
while performing services for the Company within the scope of his
position and authority hereunder.
12. NON-TRANSFERABILITY
This Agreement is personal to Employee and the services to be
provided by Employee are personal to and uniquely capable of
performance by Employee. Consequently, neither this Agreement
nor any right, duties, or obligations hereunder, or interests
herein, shall be transferred, assigned, conveyed, hypothecated,
delegated or pledged, in whole or in part, voluntarily or involuntarily,
by operation of law or otherwise. Any attempted transfer, assignment
or delegation shall be null and void.
13. NOTICES
All notices provided in or permitted pursuant to this Agreement shall
be in writing and shall be deemed to have been duly given when delivered
or mailed by United States certified mail, return receipt requested,
postage prepaid, addressed to the Company at their principal office
address and to Employee at Employee's residence address on the records
of the Company or at such other addresses either party may have furnished
to the other party in writing in accordance herewith.
14. VALIDITY
The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in
full force and effect.
15. CONSTRUCTION
This Agreement shall be construed without regard to any
presumption or other rule requiring construction against the
party drafting a document. It shall be construed neither for
nor against any party, but each provision shall be given
reasonable interpretation in accordance with the plain meaning
of its terms and the expressed intent of the parties.
<PAGE>
16. ENTIRE AGREEMENT
This Agreement supersedes and all prior agreements between the
parties thereto, if any, whether oral or written, with respect
to the employment of Employee by the Company and contains all
of the covenants, conditions, and agreements between the parties
with respect to the rendition of such services as therein
contemplated or to be performed hereunder. Each party
acknowledges for the benefit of the other:
A. That no representations, inducements, promises, or agreements,
orally or in writing, have been made by any party, or any person
acting or claiming to be acting on behalf of the other party and;
B. That no other agreement, statement, or promise with respect
to such employment, which is not set forth herein, shall be valid
or binding.
17. ATTORNEY'S FEES
In the event of any dispute or disagreement under this Agreement
whether or not suit is instituted, or if any action is instituted,
at law or in equity, including, without limitation, an action for
declamatory or injunctive relief to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled
to be reimbursed for all costs and expenses, including, without
limitation, reasonable attorneys' fees, which may be set by the
court in the same action if any action has been so commenced or in a
separate action brought for that purpose. Such right of
reimbursement shall be in addition to any other relief to which that
party may be entitled.
18. GOVERNING LAW AND VENUE
Irrespective of the place of execution or performance, this Agreement
will be governed by and construed in accordance with the laws of the
State of California. The venue of any and all such actions brought
under or pursuant to this Agreement shall be Los Angeles County,
California.
19. WAIVER
No provision of this Agreement may be modified, waived or discharged
unless such waiver modification or discharge is agreed to in writing
and signed by Employee and such Officer as may be authorized by the
Board. No waiver by either party thereto at any time of any breach
of any condition or provision of this Agreement shall be deemed a
waiver of or to the subsequent enforcement of each term and provision
of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day,
month, and year first set forth above.
COMPANY EMPLOYEE
GEO PETROLEUM, INC.
/s/ GERALD T. RAYDON /s/ LARRY R. BURROUGHS
By By
- ------------------------ --------------------------
Gerald T. Raydon Larry R. Burroughs
President
