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EMPLOYMENT AGREEMENT
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Employment Agreement, between Pangea Petroleum Corporation
(the "Company") and Karen L. Cloud (the "Employee").
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1.For good consideration, the Company employs the
Employee on the following terms and conditions.
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2.Term of Employment: Subject to the provisions of
termination set forth below this agreement will begin on
July 1, 1999, unless sooner terminated.
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3.Salary/Benefits: The Company shall pay Employee a
salary of $39,000.00 per year, payable semi-monthly, for the
services of Employee, at regular payroll periods. The
Employee will also be awarded 1,000 options to purchase
Pangea Stock per month. The options will have a cost basis
of $1.00 per share. In addition, Company will provide
Medical Benefits for the Employee.
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4.Duties and Position: The Company hires the Employee
in the capacity of Corporate Secretary and Director of
Administration. The Employee's duties may be reasonably
modified at the Company's direction from time to time.
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5.Employee to Devote Full Time to Company: The
Employee will devote full time, attention, and energies to
the business of the Company and during this employment, will
not engage in any other business activity, regardless of
whether such activity is pursued for profit, gain, or other
pecuniary advantage, unless approved by the Company.
Employee is not prohibited from making personal investments
in any other businesses provided those investments do not
require active involvement in the operation of said
companies.
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6.Confidentiality of Proprietary Information: Employee
agrees during or after the term of this employment, not to
reveal confidential information, or trade secrets to any
person, firm, corporation, or entity. Should Employee
reveal or threaten to reveal this information, the Company
shall be entitled to an injunction restraining the Employee
from disclosing same, or from rendering any services to any
entity to whom said information has been or is threatened to
be disclosed. The right to secure an injunction is not
exclusive, and the Company may pursue any other remedies it
has against the Employee for a breach or threatened breach
of this condition, including the recovery of damages from
the Employee.
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7.Reimbursement of Expenses: The Employee may incur
reasonable expenses for furthering the Company's business,
including expenses for entertainment, travel, and similar
items. The Company shall reimburse Employee for all
business expenses after the Employee presents an itemized
account of expenditures, pursuant to Company policy.
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8.Vacation: The Employee shall be entitled to a yearly
vacation of four (4) weeks at full pay beginning the date of
employment.
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9.Disability: If Employee cannot perform the duties
because of illness or incapacity for a period of more than
ten (10) business days in succession, the compensation
otherwise due during said illness or incapacity will be
reduced by Seventy-five (75%) percent. The Employee's full
compensation will be reinstated upon return to work.
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10.Termination of Agreement: With cause, the Company
may terminate this agreement at any time upon thirty day's
(30) written notice to the Employee. If the Company
requests, the Employee will continue to perform his/her
duties and be paid his/her regular salary up to the date of
termination. In addition, the Company will pay the Employee
on the date of termination a severance allowance of three
months pay less taxes and social security required to be
withheld. Without cause, the Employee may terminate
employment upon 30 days' written notice to the company.
Employee may be required to perform his/her duties and will
be paid the regular salary to date of termination but shall
not receive a severance package allowance. Notwithstanding
anything to the contrary contained in this agreement, the
Company may terminate the Employee's employment upon 30
days' notice to the Employee should any of the following
events occur:
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a. The sale of substantially all of the Company's
assets to a single purchaser or group of associated
purchasers or
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b. The sale, exchange, or other disposition, in
one transaction of the majority of the Company's outstanding
corporate shares or
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c. The Company's decision to terminate its
business and liquidate its assets or the merger or
consolidation of the Company with another company or
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d. Bankruptcy or Chapter 11 Reorganization.
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11.Death Benefit: Should Employee die during the term
of employment; the Company shall pay to Employee's estate
any compensation due through the end of the month in which
death occurred.
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12.Restriction on Post Employment Compensation: For a
period of one (1) year after the end of employment, the
Employee shall not control, consult to or be employed by any
business similar to that conducted by the Company, either by
soliciting any of its accounts or by operating within
Employer's general trading area.
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13.Assistance in Litigation: Employee shall upon
reasonable notice, furnish such information and proper
assistance to the Company as it may reasonably require in
connection with any litigation in which it is, or may
become, a party either during or after employment.
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14.Effect of Prior Agreements: This agreement
supersedes any prior agreement between the Company or any
predecessor of the Company and the Employee, except that
this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind
elsewhere provided and not expressly provided in this
agreement.
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15.Arbitration: Any claim or controversy that arises
out of or relates to this agreement, or the breach of it,
shall be settled by arbitration in accordance with the rules
of the American Arbitration Association. Judgment upon the
award rendered may be entered in any court with
jurisdiction.
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16.Limited Effect of Waiver by Company. Should Company
waive breach of any provision of this agreement by the
Employee, that waiver will not operate of be construed as a
waiver of further breach by the Employee.
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17.Severability: If, for any reason, any provision of
this agreement is held invalid, all other provisions of this
agreement shall remain in effect. If this agreement is held
invalid or cannot be enforced, then to the full extent
permitted by law any prior agreement between the Company (or
any predecessor thereof) and the Employee shall be deemed
reinstated as if this agreement had not been executed.
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18.Assumption of Agreement by Company's Successors and
Assignees: The Company's rights and obligations under this
agreement will inure to the benefit and be binding upon the
Company's successors and assignees.
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19.Oral Modifications Not Binding: This instrument is
the entire agreement of the Company and the Employee. Oral
changes shall have no effect. If may be altered only by a
written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension,
or discharge is sought.
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Signed this 7th day of July, 1999.
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Pangea Petroleum Corp. /s/ Karen L. Cloud
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Company Employee
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