Attached files
| file | filename |
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| 8-K - Triangle Petroleum Corp | v170498_8k.htm |
| EX-99.1 - Triangle Petroleum Corp | v170498_ex99-1.htm |
| EX-99.3 - Triangle Petroleum Corp | v170498_ex99-3.htm |
December
23, 2009
J. Howard
Anderson
Dear
Howard,
Re: Termination of
Employment
As you
are aware, a decision has been made to terminate your employment and we have had
discussions in this regard. This letter sets out the terms upon which
Triangle Petroleum Corporation proposes to terminate our
relationship.
You were
employed by Elmworth Energy Corporation ("Elmworth") effective February 1, 2008
pursuant to an Employment Agreement (the "Employment Agreement") as
Vice-President Engineering and Chief Operating Officer. Pursuant to
mutual agreement, effective June 30, 2008 you were appointed as President of
Elmworth and Triangle USA Petroleum Corporation ("Triangle
USA"). Effective August 15, 2008 you were appointed as President of
Triangle Petroleum Corporation ("Triangle"). Notwithstanding the new
appointments, your employment has continued substantially pursuant to the terms
of the Employment Agreement and accordingly that is the starting point for the
proposal set out herein, although as you will see Triangle is prepared to offer
a greater severance proposal than mandated by the Employment
Agreement.
This
letter will confirm that Triangle has decided, in light of its new strategic
direction, to terminate your employment and your association as an officer of
Triangle, Elmworth, Triangle USA, and all of their associated and affiliated
corporations. Your last day of active work will be January 4,
2010.
Proposal
Although
the Severance Amount as defined in the Employment Agreement provides for payment
of a lump sum equal to five months' of your Annual Salary, Triangle proposes
that in consideration for
(a) a
full and final release (the "Release"), a draft of which is attached as Schedule "A"),
and
(b) an
agreement that you will make yourself reasonably available for consultation and
advice from time to time to the members of management of Triangle, Elmworth,
Triangle USA and their associated and affiliated corporations, by telephone,
meetings, email, fax or letter as appropriate, until and including March 31,
2010,
you will
be paid an amount equal to eight months' of your Annual Salary, or $133,333.34,
to be paid on January 4, 2010 or very shortly thereafter but no later than
January 15, 2010, upon receipt of the signed Release.
Applicable
deductions will be made from the above amount.
As
referenced above, you will be required to continue to be associated with
Triangle as a consultant, providing assistance, advice, and historical
information associated with the business affairs of Triangle and its associated
corporations up to and including March 31, 2010, so as to allow in the smooth
transition of management. It is anticipated that you will provide
your experience, skills, and background in this regard, and for this purpose you
would be contacted to provide such consulting on an occasional
basis. You may be required to attend at the Triangle offices premises
for an occasional day or for a few hours from time to time, but most of the
contact is anticipated to be made by telephone, fax, letter, and email, with
meetings only on an exceptional basis.
If you
perform these consulting services until and including March 31st , 2010
to the satisfaction of the Board of Directors of Triangle, you will
be entitled to a discretionary issuance of up to 100,000 shares
of common stock of Triangle, on a "shares for past services" basis,
subject to acceptance by the TSX Venture Exchange, to be considered on or about
May 1, 2010, provided that you will not be permitted to sell such common stock
for a further three month period following May 1, 2010.
The
deemed price of the common stock to be issued shall be calculated by reference
to the 20 day volume weighted average price of the shares on the TSX Venture
Exchange, immediately prior to the Board's Resolution.
These
"shares for past service" will not be unreasonably withheld by Triangle's Board
of Directors, and such discretion shall be exercised by the Board acting
reasonably as reflected in a Resolution passed by a majority of the members of
the Board at a properly convened meeting on or shortly after May 1, 2010, or by
unanimous written resolution of the members of the Board to determine their
satisfaction of earning of the performance bonus and related approval of the
issuance of the shares.. The deemed price of the common stock to be
issued shall be calculated by reference to the 20 day volume weighted average
price of the shares on the TSX Venture Exchange, immediately prior to the
Board's resolution.
If it is
determined that the common shares of Triangle cannot be issued as contemplated
above, a cash payment of the equivalent fair value of the shares, as determined
by the number of common shares that would have been earned and the deemed price
as set out above, will be paid within 10 days of such
determination.
You will
be entitled to retain 100,000 of the stock options provided to you pursuant to
the January 28, 2009 Stock Option Plan, which will vest January 28, 2010,
provided that you will have until 10 days following March 31, 2010 to exercise
your options, but you will be required to surrender all other stock
options (specifically, you will be required to surrender those issued
pursuant to 2005 and 2007 programs).
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Resignations
As
provided in Section 4.4 of the Employment Agreement, you will be required to
resign from all offices in Elmworth, and in addition from all offices in
Triangle, Triangle USA and all other associated and affiliated
corporations. Forms of resignations that you are to sign are attached
as Schedule "B" (the
"Resignations").
ROE
and Insurance Matters
Your
Record of Employment for purposes of claiming Employment Insurance benefits will
be provided to you shortly after termination. If you accept the offer
set out above, then the appropriate figures will be
included. Otherwise, a Record of Employment will be prepared with the
information available at that time, and an Amended Record of Employment will be
provided later on as may be appropriate.
Your
group insured benefits and other perquisites associated with your employment
will terminate on January 4, 2010.
Please
note that although group life insurance terminates upon the termination of your
employment, you will have the right to obtain equivalent coverage from the
insurer without a medical examination, provided you do so within the time limits
specified under the group policy. You will
be permitted to retain the cellular telephone provided by Triangle as well as
the laptop provided by Triangle, provided that on March 31, 2010 you will be
required to surrender the laptop to our IT personnel to ensure that it will be
"wiped clean" of records relating to Triangle business matters,
Acceptance
If you
accept the terms of the proposal set out herein, please sign the duplicate copy
of this letter (enclosed) as
well as the Resignations set forth on Schedule "B", and return them to
Dr. Peter Hill, President and CEO no later than 4:30 p.m. on
December 31st,
2009. Please note that the terms of this letter include a commitment
that you will be reasonably available for consultation until and including March
31, 2010, as described above.
Please
note that you will also be required to provide Triangle with a signed Release in
the form enclosed, which is required as a condition of the
settlement.
Other
Matters
Please
note the following:
1. As
is the case of all departing management employees, you will continue to be bound
by those fiduciary duties and duties of confidentiality as apply to former
management employees, and as well we draw to your attention the provisions of
the Employment Agreement addressing Confidential Information, in paragraph 1.1
(c) as well as Article 5.
2. In
addition, we draw to your attention provisions addressing non-competition and
non-solicitation of employees set out in Section 5.2 of the Employment
Agreement.
- 3
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3.
Section 2.02 (b) of Triangle's 2009 Stock Option Agreement provides that “If a
Holder ceases to be a Service Provider as a result of termination other than a
termination for cause, effective as of the date notice is given in respect of
such termination (the "Notice Date") and notwithstanding any other severance
entitlements or entitlement to notice or compensation in lieu thereof, all
outstanding unvested Stock Options shall be terminated and all rights thereunder
shall be forfeited and all vested Stock Options shall expire and
terminate on the earlier of (i) 10 days from the Notice Date and (ii) the Expiry
Date.” The Notice Date is considered to be March 31, 2010, as mentioned above,
for the purposes of the 100,000 stock options issued in 2009.
4. As
mentioned above, the execution and delivery to our office of a Release in the
form enclosed is required.
You may
wish to seek legal and financial management advice before accepting the offer
set out in this letter.
Also
please note that the Employment Insurance Act
provides that Employment Insurance benefits are not available for the period for
which you have been compensated by payment of a severance
payment. Therefore, if you elect not to accept this offer, in the
event that a severance payment is later agreed upon, you will be required to
account to Service Canada for benefits received for the period compensated by a
severance payment. However, if you have any anticipation of
Employment Insurance collecting benefits, you should make your application
promptly after receipt of the Record of Employment.
Acceptance
As
indicated above, if you wish to accept this proposal, please do so
by
(a) detaching
the Release,
(b) signing
the duplicate copy of the letter, and
(c) returning
the signed and accepted letter, including the resignations, to Dr. Peter J. Hill
no later than 4:30 p.m. on December 31st, 2009.
We wish
you well in your future endeavours
Yours
truly,
TRIANGLE
PETROLEUM CORPORATION
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Per:
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/s/ PETER HILL
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ACCEPTED
this 20th day of December, 2009.
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/s/ J. HOWARD ANDERSON
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J.
Howard Anderson
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- 4
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SCHEDULE
"A"
RELEASE
KNOW ALL
PERSONS BY THESE PRESENTS that I, J. HOWARD ANDERSON, of the
City of Calgary, in the Province of Alberta, for and in consideration of the sum
of ONE HUNDRED AND THIRTY-THREE THOUSAND, THREE HUNDRED AND THIRTY-THREE 34/100
DOLLARS ($133,333.34), paid to me or to my benefit, by or on behalf of TRIANGLE PETROLEUM
CORPORATION, a body corporate having an office in the City of Calgary, in
the Province of Alberta, less amounts withheld and paid to Canada Revenue Agency
(Revenue Canada) pursuant to provisions of the Income Tax Act (the receipt
of the balance whereof being hereby acknowledged) as well as other good and
valuable consideration as described in that letter dated December 23rd, 2009
from TRIANGLE PETROLEUM
CORPORATION to me setting out the terms of my termination of employment
(the "Letter Agreement"), have remised, released, and forever discharged, and by
these presents I do for my heirs, successors and personal representatives,
remise, release and forever discharge the said TRIANGLE PETROLEUM CORPORATION
(herein called the "Employer", which term includes its respective owner,
affiliates, subsidiaries, successors, assigns, and predecessor companies,
specifically including ELMWORTH
ENERGY CORPORATION and
TRIANGLE USA PETROLEUM CORPORATION) and its and their respective
directors, officers, agents, employees and insurers, of and from all actions,
causes of action, suits, debts, dues, sums of money, claims and demands
whatsoever at law or in equity which I ever had, or now have, or which I, or my
heirs, successors or personal representatives hereafter can, shall, or may have
against the Employer whatsoever arising out of or in any way related to my
employment with the Employer, or any discipline imposed upon me in respect of my
employment, or the termination thereof, and specifically including:
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(a)
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any
claims which I may have arising out of or in any way related to Employment
Agreement made effective February 1, 2008 between ELMWORTH ENERGY
CORPORATION and me;
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(b)
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any
claims which I may have arising under and by virtue of the Employment Standards
Code;
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(c)
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any
claims which I may have arising under or relating to any matter referred
to in the Alberta Human
Rights Act; and
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(d)
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any
claims which I may have arising under or in any way connected with any
collateral benefit which may have been made available to me in connection
with my employment with the Employer, including but not limited to
collateral benefits such as life, short term disability or weekly
indemnity, long term disability, medical, dental, or vision care insurance
or benefits (whether provided through an insurance company or otherwise);
employee assistance plan; tuition or education benefits; pension; stock
option agreements; and company-supplied
vehicle,
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except as
is specifically set forth in the Letter Agreement.
And for
the said consideration, I further agree not to make any claim or take any
proceeding against any other individual, body, or corporation who might claim
contribution or indemnity from the individuals or corporations discharged
through this Release.
I
acknowledge and agree that the terms of settlement of my claim and this Release
are confidential and I covenant and agree to keep confidential all of such terms
and I will not disclose the terms of settlement to any party, other than my
spouse and my financial and legal advisors (and I will only disclose the terms
to them on the basis that they will keep the terms confidential), except as may
be required by law.
And for
the said consideration, I agree to indemnify and hold the Employer harmless from
and against any claim made by Canada Revenue Agency (Revenue Canada), Service
Canada, the Employment Insurance Commission, or any other government department
or agency against the Employer with respect to any non-deduction of income tax
or employment insurance contributions from the amount payable above, including
any claim for taxes or contributions not deducted, interest thereon, penalties,
or charges, as well as any costs incurred by the Employer in responding to any
such claim, for legal or accounting services, on a complete indemnity solicitor
and his own client basis.
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I
ACKNOWLEDGE that I have been provided with an opportunity to obtain independent
legal advice with respect to this Release and my settlement of any claim that I
may have against the Employer.
I
ACKNOWLEDGE that the taking of this Release shall not be construed as an
admission of any liability on the part of the Employer.
IN
WITNESS WHEREOF I have executed this Release this 30th day of
December, 2009.
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/s/ J. HOWARD ANDERSON
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WITNESS
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J. HOWARD ANDERSON
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- 3
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SCHEDULE
"B"
RESIGNATION
I, J.
Howard Anderson, hereby resign my position as President of Elmworth Energy
Corporation as well as all of the other positions that I hold with that
corporation, effective January 4, 2010.
DATED this
30th day of December, 2009.
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/s/ J. HOWARD ANDERSON
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J.
HOWARD ANDERSON
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RESIGNATION
I, J.
Howard Anderson, hereby resign my position as President of Triangle Petroleum
Corporation as well as all of the other positions that I hold with that
corporation, effective January 4, 2010.
DATED this
30th day of December, 2009.
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/s/ J. HOWARD ANDERSON
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J. HOWARD ANDERSON
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RESIGNATION
I, J.
Howard Anderson, hereby resign my position as President of Triangle USA
Petroleum Corporation as well as all of the other positions that I hold with
that corporation, effective January 4, 2010.
DATED this
30th day of December, 2009.
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/s/ J. HOWARD ANDERSON
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J.
HOWARD ANDERSON
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RESIGNATION
I, J.
Howard Anderson, hereby resign all of my officer positions with corporations
which are associated or affiliated with Triangle Petroleum Corporation,
effective January 4, 2010.
DATED this
30th day of December, 2009.
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/s/ J. HOWARD ANDERSON
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J.
HOWARD ANDERSON
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