<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
----------------
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MAY 22, 1998 COMMISSION FILE NO.: 019020
OPTIMA PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
CANADA 98-0115468
(State of Incorporation) (I.R.S. Employee Identification No.)
#600 - 595 HOWE STREET, VANCOUVER, BRITISH COLUMBIA V6C 2T5
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (604) 684-6886
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The Company reports that it extended the management contracts of the following
executives to an expiry date of December 31, 1998:
- William C. Leuschner, Chairman
- Robert L. Hodgkinson, President
- Ronald P. Bourgeois, Chief Financial Officer
The contracts were due to expire on December 31, 1997 but were extended by an
unanimous resolution of the Board of Directors at a meeting held December 4,
1997. Executive compensation was not changed with the exception that payout or
termination from a change of control was reduced from 24 months of management
fees to 12 months of management fees.
EXHIBITS - AMENDED MANAGEMENT CONTRACTS
Exhibit 99.1 - Amendment to Consulting Agreement between Optima Petroleum
Corporation and Hodgkinson Equities Corporation.
Exhibit 99.2 - Amendment to Consulting Agreement between Optima Petroleum
Corporation and Leuschner International Resources Ltd.
Exhibit 99.3 - Amendment to Consulting Agreement between Optima Petroleum
Corporation and Ronald P. Bourgeois.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
MAY 22, 1998
OPTIMA PETROLEUM CORPORATION
/s/ Ronald P. Bourgeois
Ronald P. Bourgeois,
Chief Financial Officer
<PAGE> 1
AMENDMENT TO CONSULTING AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1998.
BETWEEN:
OPTIMA PETROLEUM CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5
(the "Company")
AND:
HODGKINSON EQUITIES CORPORATION
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5
(the "Consultant")
WHEREAS:
A. The Consultant and the Company entered into a Consulting Agreement made as
of February 1, 1996 (the "Consulting Agreement"), a copy of which appears as
Schedule "A" hereto;
B. The Consultant and the Company wish to amend the Consulting Agreement upon
the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and of the covenants and agreements herein contained, the parties hereto
covenant and agree as follows:
1. Paragraph 2 of the Consulting Agreement is amended to extend the term of
the Agreement by a further 12 month period expiring on December 31, 1998.
2. Paragraph 7.2 of the Consulting Agreement is deleted in its entirety and
replaced with the following:
"7.2 In the event of a merger, takeover, amalgamation or change of
control of the Company which results in the termination of the
Consultant's services at any time prior to December 31, 1998, the
provisions of paragraph 7.1 will not apply to such a termination and
the Company will pay the Consultant an amount equal to 12 months of
fees under this Agreement. The Consultant agrees to accept the
termination payment in full satisfaction of any claim it may have
against the Company whether under the terms of this Agreement or
otherwise."
<PAGE> 2
3. Save and except as herein amended, the Consulting Agreement shall be and
remains in full force and effect on the terms set forth therein.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
Optima Petroleum Corporation
Per: RONALD P. BOURGEOIS
------------------------
Authorized Signatory
Hodgkinson Equities Corporation
Per: ROBERT L. HODGKINSON
------------------------
Authorized Signatory
<PAGE> 3
CONSULTING AGREEMENT
THIS AGREEMENT dated for reference the 1st day of February, 1996 (the
"Effective Date").
BETWEEN:
OPTIMA PETROLEUM CORPORATION
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
(the "Company")
AND: HODGKINSON EQUITIES CORPORATION
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
(the "Consultant")
WHEREAS the Company has agreed to hire the Consultant and the Consultant has
agreed to provide his services to the Company on the terms and conditions
hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained, the parties hereto agree (the
"Agreement") as follows:
1. RETAINER
1.1 The Company hereby retains the services of the Consultant, and in
particular its principal shareholder, Robert L. Hodgkinson ("RLH") to provide
to the Company, the services normally expected of a president and chief
executive officer (the "services"), and the Consultant hereby agrees to provide
such services to the Company upon the terms and conditions contained in this
Agreement.
2. DURATION OF SERVICE
2.1 Subject to termination as provided for in section 7, this Agreement
shall be for an initial term of 23 months commencing on the Effective Date.
Provided that this Agreement has not been terminated by either party pursuant
to section 7, the Company may renew this Agreement for further one year terms
by providing to the Consultant written notice of same at least 30 days prior to
the expiration of the current term or the renewal term, as the case may be.
<PAGE> 4
3. REMUNERATION
3.1 The Consultant shall be paid a fee of $12,500 per month payable for
each calendar month on the last business day of such month.
3.2 Subject to all necessary regulatory approvals, the Consultant shall be
entitled to:
(a) the grant of 200,000 stock options pursuant the Company's stock
option plan, such stock options to have the following terms:
(i) they will be non-transferable and have a term of three
years commencing from the date regulatory approval is
obtained;
(ii) they will be exercisable at the lowest price permitted
by the applicable regulatory authorities;
(iii) they will otherwise be subject to the terms and
conditions normally required by the applicable
regulatory authorities in order to secure regulatory
approval.
3.3 The Consultant shall be reimbursed for all reasonable travelling and
other out-of-pocket expenses actually and properly incurred by him in
connection with his duties hereunder provided that the Consultant first
furnishes statements and vouchers for all such expenses to the Company.
Individual expense items in excess of $12,500 must be pre-approved by the
Company.
4. DUTIES OF CONSULTANT
4.1 The Consultant shall have, subject always to the general or specific
instructions and directions of the board of directors of the Company (the
"Board"), full power and authority to manage the business and affairs of the
Company that would normally be managed by a senior officer having the title and
capacity of RLH, except in respect of such matters and duties as by law must be
transacted or performed by the Board.
4.2 The Consultant shall:
(a) conform to all lawful instructions and directions from time to
time given to him by the Board;
(b) devote sufficient time and attention to the business and
affairs of the Company, as would typically be expected of a
president and chief executive officer;
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<PAGE> 5
(c) well and faithfully serve the Company and use his best efforts to
promote the interests of the Company;
(d) provide to the Company those services normally expected of a
president and chief executive officer; and
(e) consent to serve as a director of the Company and, if requested, of
any of the Company's affiliates or subsidiaries.
4.3 Subject to the provisions of the Canada Business Corporations Act,
the bylaws of the Company and provided that RLH acted honestly and in good
faith with a view to the best interests of the Company, or, in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, he had reasonable grounds for believing that his conduct was lawful,
and the directors of the Company shall cause the Company to indemnify the
Consultants and RLH and his heirs and personal representatives against all
costs, damages, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him or them and resulting
from RLH acting as a director and officer of the Company in his normal course
of duties. In addition, should the directors cause the Company to purchase and
maintain insurance for the benefit of any person who is or was serving as a
director of the Company then the directors shall also cause the Company to
purchase and maintain insurance for the benefit of the Consultant against any
and all liability incurred by him as a director and officer of the Company.
5. CONFIDENTIALITY
5.1 Unless permitted by resolution of the Directors of the Company
(excluding RLH if he is a Director), the Consultant shall not, during the term
of this Agreement or at any time thereafter, use for his own purposes or for
any purposes other than those of the Company any intellectual property or
knowledge or confidential information of any kind whatsoever he may acquire in
relation to the Company's business or the business of its subsidiaries, and
such shall be and remain the property of the Company.
6. NON-COMPETITION
6.1 Subject to paragraph 7.2, the Consultant shall not, without the prior
written consent of the Company, which consent (given by a Director other than
the Consultant), will not be unreasonably withheld, during the term of this
Agreement and during the six month period immediately following the termination
of this Agreement, within the area in which the Company operated at the time of
termination (the "Prohibited Area"):
(a) directly or knowingly indirectly engage in or become financially
interested in (otherwise then through an investment in a publicly
traded or private entity in
-3-
<PAGE> 6
which the Consultant has no other interest or control), either
individually or as a partner, shareholder, agent, manager, owner,
advisor or financial backer of any person, persons, firm, association,
venture, entity or corporation of any kind whatsoever that carries on
the business of oil and gas exploration, development or production
(collectively the "Prohibited Businesses"); or
(b) divert or attempt to divert any business of the Company or any of its
subsidiaries, to any other competitive establishment, by direct or
indirect inducement or otherwise.
6.2 The Company acknowledges and consents to the ongoing participation of
the Consultant and RLH in Australian Oilfields Pty Ltd. as a consultant,
director, officer and shareholder.
7. TERMINATION
7.1 Either of the parties hereto may, subject to paragraph 7.2 hereof,
give to the other three months notice in writing of its intention to terminate
this Agreement and on the expiration of such period this Agreement shall be
wholly terminated. Such three months notice may expire on any day of the month
and any remuneration payable hereunder shall be proportioned to the date of
such termination.
7.2 In the event of a merger, takeover or amalgamation or change of
control of the Company which results in a termination of the Consultant's
services at any time prior to December 31, 1997, the provisions of paragraph
6.1 will not apply to such a termination and the Company will pay to the
Consultant an amount equal to 24 months of fees under this Agreement. The
Consultant agrees to accept the termination payment in full satisfaction of any
claim it may have against the Company whether under the terms of this Agreement
or otherwise.
7.3 Notwithstanding anything else contained herein, the Company may at
any time terminate the Consultant's services for cause or if the Consultant
fails to perform or comply with any material term or condition of this
Agreement. In the event the Consultant's services are terminated under the
provisions of this paragraph 7.4, or in the event the Consultant gives the
Company notice of termination, no compensation whatever shall be payable to the
Consultant after such termination.
8. REGULATORY APPROVAL
8.1 This Agreement is subject to all necessary regulatory approvals. If
such approvals are not obtained, this Agreement shall terminate and be of no
further force and effect.
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<PAGE> 7
8.2 The Company agrees to use its reasonable best efforts as to implement the
terms of this Agreement including, but not limited to, obtaining all approvals
from the Company's shareholders to the allocation of stock options to the
Officer as provided for in paragraph 3.2 hereof.
9. GENERAL
9.1 The headings and section references in this Agreement are for convenience
of reference only and do not form a part of this Agreement and are not intended
to interpret, define or limit the scope, extent or intent of this Agreement or
any provision thereof.
9.2 Time is hereby expressly made of the essence of this Agreement with
respect to the performance by the parties of their respective obligations under
this Agreement.
9.3 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns. This Agreement may not be
assigned by either party hereto without the prior express written consent of
the other party.
9.4 This Agreement supersedes all prior agreements entered into between the
parties and constitutes the entire agreement between the parties hereto
relating to the subject matter hereof and may not be amended, waived or
discharged except by an instrument in writing executed by the party against
whom enforcement of such amendment, waiver or discharge is sought and this
Agreement supersedes all prior agreements between the parties.
9.5 Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and do such further acts and other
things as may be necessary to implement and carry out the intent of this
Agreement.
9.6 All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand or
mailed by postage prepaid double registered mail addressed as follows:
To the Company:
OPTIMA PETROLEUM CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
Attention: The President
-5-
<PAGE> 8
To the Consultant:
HODGKINSON EQUITIES CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
Attention: The President
or such other address as may be given in writing by the Company or the
Consultant and shall be deemed to have been received, if delivered, on the date
of delivery and if mailed as aforesaid at Vancouver, British Columbia then on
the third business day following the posting thereof.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
OPTIMA PETROLEUM CORPORATION
Per: /s/ RONALD P. BOURGEOUIS
------------------------
Ronald P. Bourgeouis
Authorized Signatory
HODGKINSON EQUITIES CORPORATION
Per: /s/ ROBERT L. HODGKINSON
------------------------
Robert L. Hodgkinson
Authorized Signatory
-6-
<PAGE> 1
AMENDMENT TO CONSULTING AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1998.
BETWEEN:
OPTIMA PETROLEUM CORPORATION
600-595 Howe Street,
Vancouver, British Columbia
V6C 2T5
(the "Company")
AND:
LEUSCHNER INTERNATIONAL RESOURCES LTD.
2170 Bow Valley Square Four
250 6th Ave. S.W.
Calgary, Alberta
T2P 3H7
(the "Consultant")
WHEREAS:
A. The Consultant and Company entered into a Consulting Agreement made as
February 1, 1996 (the "Consulting Agreement"), a copy of which appears as
Schedule "A" hereto;
B. The Consultant and the Company wish to amend the Consulting Agreement upon
the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESS that in consideration of the premises and
of the covenants and agreements herein contained, the parties hereto covenant
and agree as follows:
1. Paragraph 2 of the Consulting Agreement is amended to extend the term of
the Agreement by a further 12 month period expiring on December 31, 1998.
2. Paragraph 7.2 of the Consulting Agreement is deleted in its entirety and
replaced with the following:
"7.2 In the event of a merger, takeover, amalgamation or change of control
of the Company which results in the termination of the Consultant's
services at any time prior to December 31, 1998, the provisions of
paragraph 7.1 will not apply to such a termination and the Company
will pay the Consultant the following:
<PAGE> 2
(a) an amount equal to 12 months of fees under this Agreement; and
(b) $100,000 being the estimated cost to wind up the Calgary office, or
alternatively, at the Consultant's option, a commitment from the
acquiring party to assume all costs for operation of the Calgary
office, estimated to be approximately $11,500 per month, for a period
of 12 months from such termination.
The Consultant agrees to accept the foregoing termination payments in full
satisfaction of any claim it may have against the Company whether under the
terms of this Agreement or otherwise."
3. Save and except as herein amended, the Consulting Agreement shall be and
remains in full force and effect on the terms set forth therein.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
Optima Petroleum Corporation
Per: /s/ RONALD P. BOURGEOUIS
-----------------------------------
Authorized Signatory
Leuschner International Resources Ltd.
Per: /s/ WILLIAM C. LEUSCHNER
-----------------------------------
Authorized Signatory
<PAGE> 3
CONSULTING AGREEMENT
THIS AGREEMENT dated for reference the 1st day of February, 1996 (the
"Effective Date").
BETWEEN:
OPTIMA PETROLEUM CORPORATION,
Suite 600-595 Howe Street,
Vancouver, British Columbia, V6C 2T5;
(the "Company")
AND:
LEUSCHNER INTERNATIONAL RESOURCES LTD.,
2170 Bow Valley Square Four;
250 6th Avenue S.W.
Calgary, Alberta
T2P 3H7
(the "Consultant")
WHEREAS the Company has agreed to hire the Consultant and the Consultant has
agreed to provide his services to the Company on the terms and conditions
hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained, the parties hereto agree (the
"Agreement") as follows:
1. RETAINER
1.1 The Company hereby retains the services of the Consultant, and in
particular its principal shareholder, William C. Leuschner ("WCL") to provide
to the Company, the services normally expected to a president and chief
executive officer (the "service"), and the Consultant hereby agreed to provide
such services to the Company upon the terms and conditions contained in this
Agreement.
2. DURATION OF SERVICE
2.1 Subject to termination as provided for in section 7, this Agreement shall
be for an initial term of 23 months commencing on the Effective Date. Provided
that this Agreement has not been terminated by either party pursuant to section
7, the Company may renew this Agreement for further one year terms by providing
to the Consultant written notice of same at least 30 days prior to the
expiration of the current term or the renewal term, as the case may be.
<PAGE> 4
3. REMUNERATION
3.1 The Consultant shall be paid a fee of $12,500 per month payable for each
calendar month on the last business day of such month.
3.2 Subject to all necessary regulatory approvals, the Consultant shall be
entitled to:
(a) the grant of 200,000 stock options pursuant the Company's stock
option plan, such stock options to have the following terms:
(i) they will be non-transferable and have a term of three years
commencing from the date regulatory approval is obtained;
(ii) they will be exercisable at the lowest price permitted by the
applicable regulatory authorities;
(iii) they will otherwise be subject to the terms and conditions
normally required by the applicable regulatory authorities in
order to secure regulatory approval.
3.3 The Consultant shall be reimbursed for all reasonable travelling and
other out-of-pocket expenses actually and properly incurred by him in
connection with his duties hereunder provided that the Consultant first
furnishes statements and vouchers for all such expenses to the Company.
Individual expense items in excess of $12,500 must be preapproved by the
Company.
4. DUTIES OF CONSULTANT
4.1 The Consultant shall have, subject always to the general or specific
instructions and directions of the board of directors of the Company (the
"Board"), full power and authority to manage the business and affairs of the
Company that would normally be managed by a senior officer having the title and
capacity of WCL, except in respect of such matters and duties as by law must be
transacted or performed by the Board.
4.2 The Consultant shall:
(a) conform to all lawful instructions and directions from time to time
given to him by the Board;
(b) devote sufficient time and attention to the business and affairs of
the Company, as would typically be expected of a president and
chief executive officer;
(c) well and faithfully serve the Company and use his best efforts to
promote the interests of the Company;
(d) provide to the Company those services normally expected of a
president and chief executive officer; and
-2-
<PAGE> 5
(e) consent to serve as a director of the Company and, if requested, of
any of the Company's affiliates or subsidiaries.
4.3 Subject to the provisions of the Canada Business Corporations Act, the
bylaws of the Company and provided that WCL acted honestly and in good faith
with a view to the best interests of the Company, or, in the case of a criminal
or administrative action or proceeding that is enforced by a monetary penalty,
he had reasonable grounds for believing that his conduct was lawful, and the
directors of the Company shall cause the Company to indemnify the Consultant and
WCL and his heirs and personal representatives against all costs, damages,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him or them and resulting from WCL acting as a
director and officer of the Company in his normal course of duties. In addition,
should the directors cause the Company to purchase and maintain insurance for
the benefit of any person who is or was serving as a director of the Company
then the directors shall also cause the Company to purchase and maintain
insurance for the benefit of the Consultant against any and all liability
incurred by him as a director and officer of the Company.
5. CONFIDENTIALITY
5.1 Unless permitted by resolution of the Directors of the Company (excluding
WCL if he is a Director), the Consultant shall not, during the term of this
Agreement or at any time thereafter, use for his own purposes or for any
purposes other than those of the Company any intellectual property or knowledge
or confidential information of any kind whatsoever he may acquire in relation
to the Company's business or the business of its subsidiaries, and such shall
be and remain the property of the Company.
6. NON-COMPETITION
6.1 Subject to paragraph 6.2, the Consultant shall not, without the prior
written consent of the Company, which consent (given by a Director other than
the Consultant), will not be unreasonably withheld during the term of this
Agreement and during the six month period immediately following the termination
of this Agreement, within the area in which the Company operated at the time of
termination (the "Prohibited Area"):
(a) directly or knowingly indirectly engage in or become financially
interested in (otherwise then through an investment in a publicly
traded or private entity in which the Consultant has no other
interest or control), either individually or as a partner,
shareholder, agent, manager, owner, advisor or financial backer of
any person, persons, firm, association, venture, entity or
corporation of any kind whatsoever that carries on the business of
oil and gas exploration, development or production (collectively the
"Prohibited Businesses"); or
(b) divert or attempt to divert any business of the Company or of any of
its subsidiaries, to any other competitive establishment, by direct
or indirect inducement or otherwise.
-3-
<PAGE> 6
6.2 The Company acknowledges and consents to the ongoing participation of
the Consultant and WCL in Colima Oil Company as a consultant, director, officer
and shareholder.
7. TERMINATION
7.1 Either of the parties hereto may, subject to paragraph 7.2 hereof,
give to the other three months notice in writing of its intention to terminate
this Agreement and on the expiration of such period this Agreement shall be
wholly terminated. Such three months notice may expire on any day of the month
and any remuneration payable hereunder shall be proportioned to the date of
such termination.
7.2 In the event of a merger, takeover or amalgamation or change of
control of the Company which results in a termination of the Consultant's
services at any time prior to December 31, 1997, the provisions of paragraph
7.1 will not apply to such a termination and the Company will pay to the
Consultant an amount equal to 24 months of fees under this Agreement. The
Consultant agrees to accept the termination payment in full satisfaction of any
claim it may have against the Company whether under the terms of this Agreement
or otherwise.
7.3 Notwithstanding anything else contained herein, the Company may at
any time terminate the Consultant's services for cause or if the Consultant
fails to perform or comply with any material term or condition of this
Agreement. In the event the Consultant's services are terminated under the
provisions of this paragraph 7.3, or in the event the Consultant gives the
Company notice of termination, no compensation whatever shall be payable to the
Consultant after such termination.
8. REGULATORY APPROVAL
8.1 This Agreement is subject to all necessary regulatory approvals. If
such approvals are not obtained, this Agreement shall terminate and be of no
further force and effect.
8.2 The Company agrees to use its reasonable best efforts as to implement
the terms of this Agreement including, but not limited to, obtaining all
approvals from the Company's shareholders to the allocation of stock options to
the Officer as provided for in paragraph 3.2 hereof.
9. GENERAL
9.1 The headings and section references in this Agreement are for
convenience of reference only and do not form a part of this Agreement and are
not intended to interpret, define or limit the scope, extent or intent of this
Agreement or any provision thereof.
9.2 Time is hereby expressly made of the essence of this Agreement with
respect to the performance by the parties of their respective obligations under
this Agreement.
9.3 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and
-4-
<PAGE> 7
permitted assigns. This Agreement may not be assigned by either party hereto
without the prior express written consent of the other party.
9.4 This Agreement supersedes all prior agreements entered into between the
parties and constitutes the entire agreement between the parties hereto relating
to the subject matter hereof and may not be amended, waived or discharged
except by an instrument in writing executed by the party against whom
enforcement of such amendment, waiver or discharge is sought and this Agreement
supersedes all prior agreements between the parties.
9.5 Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and do such further acts and other
things as may be necessary to implement and carry out the intent of this
Agreement.
9.6 All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand or
mailed by postage prepaid double registered mail addressed as follows:
To the Company:
OPTIMA PETROLEUM CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia, V6C 2T5;
Attention: The President
To the Consultant:
LEUSCHNER INTERNATIONAL RESOURCES LTD.
2170 Bow Valley Square Four; 250 6th Avenue S.W.
Calgary, Alberta T2P 3H7
Attention: The President
or to such other address as may be given in writing by the Company or the
Consultant and shall be deemed to have been received, if delivered, on the date
of delivery and if mailed as aforesaid at Vancouver, British Columbia then on
the third business day following the posting thereof.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
OPTIMA PETROLEUM CORPORATION
Per: RONALD P. BOURGEOIS
---------------------------
Authorized Signatory
-5-
<PAGE> 8
LEUSCHNER INTERNATIONAL RESOURCES LTD.
Per: WILLIAM C. LEUSCHNER
---------------------------------
Authorized Signatory
-6-
<PAGE> 1
AMENDMENT TO CONSULTING AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1998.
BETWEEN:
OPTIMA PETROLEUM CORPORATION,
Suite 600-595 Howe Street,
Vancouver, British Columbia,
V6C 2T5
(the "Company")
AND:
RONALD P. BOURGEOIS
Suite 600-595 Howe Street
Vancouver, British Columbia,
V6C 2T5
(the "Consultant")
WHEREAS:
A. The Consultant and the Company entered into a Consulting Agreement made as
of February 1, 1996 (the "Consulting Agreement"), a copy of which appears
as Schedule "A" hereto;
B. The Consultant and the Company wish to amend the Consulting Agreement upon
the terms and conditions hereinafter set forth;
C. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and of the covenants and agreements herein contained, the parties
hereto covenant and agree as follows:
1. Paragraph 2 of the Consulting Agreement is amended to extend the term of
the Agreement by a further 12 month period expiring on December 31, 1998.
2. Paragraph 3.1 of the Consulting Agreement is deleted in its entirety and
replaced with the following:
"3.1 Commencing January 1, 1998, the Consultant shall be paid a fee of
$10,000 per month payable for each calendar month on the last business
day of such month."
3. Paragraph 7.2 of the Consulting Agreement is deleted in its entirety and
replaced with the following:
<PAGE> 2
"7.2 In the event of a merger, takeover, amalgamation or change of control
of the Company which results in the termination of the Consultant's
services at any time prior to December 31, 1998, the provisions of
paragraph 7.1 will not apply to such a termination and the Company will pay
the Consultant amount equal to 12 months of fees under this Agreement. The
Consultant agrees to accept the termination payment in full satisfaction of
any claim it may have against the Company whether under the terms of this
Agreement or otherwise."
4. Save and expect as herein amended, the Consulting Agreement shall be and
remains in full force and effect on the terms set forth therein.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
OPTIMA PETROLEUM CORPORATION
Per: ROBERT L. HODGKINSON
-----------------------
Authorized Signatory
SIGNED, SEALED & DELIVERED )
by RONALD P. BOURGEOIS )
in the presence of: )
)
/s/ MARNIE McBEAN ) /s/ RONALD P. BOURGEOIS
- ------------------------- ) -----------------------------
Signature of Witness ) RONALD P. BOURGEOIS
)
Name: Marnie McBean )
------------------- )
)
Address: 86 Millbank Hills )
----------------- )
)
Calgary )
---------------- )
)
Occupation: Executive Secretary )
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<PAGE> 3
CONSULTING AGREEMENT
THIS AGREEMENT dated for reference the 1st day of January, 1996 (the "Effective
Date").
BETWEEN:
OPTIMA PETROLEUM CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
(the "Company")
AND:
RONALD P. BOURGEOIS,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
(the "Consultant")
WHEREAS the Company has agreed to hire the Consultant and the Consultant has
agreed to provide his services to the Company on the terms and conditions
hereinafter set forth,
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained, the parties hereto agree (the
"Agreement") as follows:
1. RETAINER
1.1 The Company hereby retains the services of the Consultant to provide
to the Company, the services normally expected of a secretary and chief
financial officer (the "services"), and the Consultant hereby agrees to provide
such services to the Company upon the terms and conditions contained in this
Agreement.
2. DURATION OF SERVICE
2.1 Subject to termination as provided for in section 7, this Agreement
shall be for an initial term of 24 months commencing on the Effective Date.
Provided that this Agreement has not been terminated by either party pursuant to
section 7, the Company may renew this Agreement for further one year terms by
providing to the Consultant written notice of same at least 30 days prior to
the expiration of the current term or the renewal term, as the case may be.
<PAGE> 4
3. REMUNERATION
3.1 The Consultant shall be paid a monthly fee per month payable for each
calendar month on the last business day of such month consisting of:
(a) $8,000; and
(b) subject to all necessary regulatory approvals, 500 shares of
the Company issued at a deemed price of $3.63 per share.
3.2 The Company will pay the monthly fee for maintaining a disability
insurance policy for the Consultant which provides coverage for the Consultant
of $6,000 per month pursuant to the terms of policy.
3.3 Subject to all necessary regulatory approvals, the Consultant shall
be entitled to:
(a) the grant of 150,000 stock options pursuant the Company's
stock option plan, such stock options to have the following
terms:
(i) they will be non-transferable and have a term of three
years commencing from the date regulatory approval is
obtained;
(ii) they will be exercisable at the lowest price permitted
by the applicable regulatory authorities;
(iii) they will otherwise be subject to the terms and
conditions normally required by the applicable
regulatory authorities in order to secure regulatory
approval.
3.4 The Consultant shall be reimbursed for all reasonable travelling and
other out-of-pocket expenses actually and properly incurred by him in
connection with his duties hereunder provided that the Consultant first
furnishes statements and vouchers for all such expenses to the Company.
Individual expense items in excess of $12,500 must be pre-approved by the
Company.
3.5 At the request of the Board, the Consultant shall devote a specified
portion of his time to an affiliated company of the Company, in which case the
remuneration payable pursuant to this section 3 will be apportioned between and
be payable by the Company and the affiliated company.
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<PAGE> 5
3.6 The Consultant shall be eligible for a bonus of $5,000, payable in
cash or an equivalent paid holiday as agreed to by the Company and the
Consultant, upon the successful completion of the sale of the Company's Elm
Grove assets.
4. DUTIES OF CONSULTANT
4.1 The Consultant shall have, subject always to the general or specific
instructions and directions of the board of directors of the Company (the
"Board"), full power and authority to manage the business and affairs of the
Company that would normally be managed by a senior officer having the title and
capacity of the Consultant, except in respect of such matters and duties as by
law must be transacted or performed by the Board.
4.2 The Consultant shall:
(a) conform to all lawful instructions and directions from time to time
given him by the Board;
(b) devote sufficient time and attention to the business and affairs of
the Company, as would typically be expected of a secretary and chief
financial officer;
(c) well and faithfully serve the Company and use his best efforts to
promote the interests of the Company;
(d) provide to the Company those services normally expected of a
secretary and chief financial officer; and
(e) consent to serve as a director of the Company and, if requested, of
any of the Company's affiliates or subsidiaries.
4.3 Subject to the provisions of the Canada Business Corporations Act,
the bylaws of the Company and provided that the Consultant acted honestly and
in good faith with a view to the best interests of the Company, or, in the case
of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, he had reasonable grounds for believing that his conduct was
lawful, and the directors of the Company shall cause the Company to indemnify
the Consultant and his heirs and personal representatives against all costs,
damages, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or them and resulting from his
acting as a director and officer of the Company in his normal course of
duties. In addition, should the directors cause the Company to purchase and
maintain insurance for the benefit of any person who is or was serving as a
director of the Company then the directors shall also cause the Company to
purchase and maintain insurance for the benefit of the Consultant against any
and all liability incurred by him as a director and officer of the Company.
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<PAGE> 6
5. CONFIDENTIALITY
5.1 Unless permitted by resolution of the Directors of the
Company (excluding the Consultant if he is a Director), the Consultant shall
not, during the term of this Agreement or at any time thereafter, use for his
own purposes or for any purposes other than those of the Company any
intellectual property or knowledge or confidential information of any kind
whatsoever he may acquire in relation to the Company's business or the business
of its subsidiaries, and such shall be and remain the property of the Company.
6. NON-COMPETITION
6.1 Subject to paragraph 7.2, the Consultant shall not, without the prior
written consent of the Company, which consent (given by a Director other than
the Consultant), will not be unreasonably withheld during the term of this
Agreement and during the six month period immediately following the termination
of this Agreement, within the area in which the Company operated at the time of
termination (the "Prohibited Area"):
(a) directly or knowingly indirectly engage in or become financially
interested in (otherwise then through an investment in a publicly
traded or private entity in which the Consultant has no other interest
or control), either individually or as a partner, shareholder, agent,
manager, owner, advisor or financial backer of any person, persons,
firm, association, venture, entity or corporation of any kind
whatsoever that carries on the business of oil and gas exploration,
development or production (collectively the "Prohibited Businesses");
or
(b) divert or attempt to divert any business of the Company or of any of
its subsidiaries, to any other competitive establishment, by direct or
indirect inducement or otherwise.
7. TERMINATION.
7.1 Either of the parties hereto may, notwithstanding anything else
contained herein, give to the other three months notice in writing of its
intention to terminate this Agreement and on the expiration of such period this
Agreement shall be wholly terminated. Such three months notice may expire on any
day of the month and any remuneration payable hereunder shall be proportioned to
the date of such termination.
7.2 In the event the Company terminates the Consultant's services pursuant
to paragraph 7.1 at any time prior to December 31, 1997, the provisions of
paragraph 6.1 will not apply to such a termination and the Company will pay to
the Consultant an amount equal to 24 months of fees under this Agreement.
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<PAGE> 7
7.3 The Consultant agrees to accept the termination payment in full
satisfaction of any claim it may have against the Company whether under the
terms of this Agreement or otherwise.
7.4 Notwithstanding paragraph 7.1 hereof, the Company may at any time
terminate the Consultant's services for cause or if the Consultant fails to
perform or comply with any material term or condition of this Agreement. In the
event the Consultant's services are terminated under the provisions of this
paragraph 7.4, or in the event the Consultant gives the Company notice of
termination, no compensation whatever shall be payable to the Consultant after
such termination.
8. REGULATORY APPROVAL
8.1 This Agreement is subject to all necessary regulatory approvals. If
such approvals are not obtained, this Agreement shall terminate and be of no
further force and effect.
8.2 The Company agrees to use its reasonable best efforts as to implement
the terms of this Agreement including, but not limited to, obtaining all
approvals from the Company's shareholders to the allocation of stock options to
the Officer as provided for in paragraph 3.2 hereof.
9. GENERAL
9.1 The headings and section references in this Agreement are for
convenience of reference only and do not form a part of this Agreement and are
not intended to interpret, define or limit the scope, extent or intent of this
Agreement or any provision thereof.
9.2 Time is hereby expressly made of the essence of this Agreement with
respect to the performance by the parties of their respective obligations under
this Agreement.
9.3 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns. This Agreement may not be
assigned by either party hereto without the prior express written consent of
the other party.
9.4 This Agreement supersedes all prior agreements entered into between
the parties and constitutes the entire agreement between the parties hereto
relating to the subject
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<PAGE> 8
matter hereof and may not be amended, waived or discharged except by an
instrument in writing executed by the party against whom enforcement of such
amendment, waiver or discharge is sought and this Agreement supersedes all
prior agreements between the parties.
9.5 Each of the parties hereto hereby covenants and agrees to execute
such further and other documents and instruments and do such further acts and
other things as may be necessary to implement and carry out the intent of this
Agreement.
9.6 All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
hand or mailed by postage prepaid double registered mail addressed as follows:
To the Company:
OPTIMA PETROLEUM CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
Attention: The President
To the Consultant:
RONALD P. BOURGEOIS,
Suite 600 -595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
or to such other address as may be given in writing by the Company or the
Consultant and shall be deemed to have been received, if delivered, on the date
of delivery and if mailed as
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<PAGE> 9
aforesaid at Vancouver, British Columbia then on the third business day
following the posting thereof.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
OPTIMA PETROLEUM CORPORATION
Per: ROBERT L. HODGKINSON
---------------------------
Authorized Signatory
SIGNED, SEALED & DELIVERED )
by RONALD P. BOURGEOIS )
in the presence of: )
)
/s/ MICHAEL WILHELM ) /s/ RONALD P. BOURGEOIS
- -------------------------------- ) -----------------------------
Signature of Witness ) RONALD P. BOURGEOIS
)
Name: Michael Wilhelm )
-------------------------- )
)
Address: 3329 W. 3rd Ave. )
----------------------- )
)
Vancouver, B.C. )
----------------------- )
)
Occupation: Comptroller )
-------------------- )
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