EMPLOYMENT AGREEMENT

       United States Oil & Gas Corp., a Delaware corporation, located at 11782 Jollyville Road, Suite 211B, Austin, Texas 78759 (hereinafter referred to as “Employer”) and Alex Tawse of 11501 Charred Oak Drive, Austin, TX 78759 (hereinafter referred to as “Employee”) in consideration of the mutual promises made herein, agree as follows:

        Section 1.01.  Employer hereby employs Employee and Employee hereby accepts employment with Employer for a period of twenty four (24) months, beginning on January 1, 2011. This agreement replaces prior agreement dated January 5, 2010.

        Section 1.02.  This Agreement shall be renewed automatically for succeeding terms for six (6) months each unless either party gives written notice to the other of at least thirty (30) days prior to the expiration of any term of his/its intention not to renew.

        Section 1.03.  As used herein, the phrase “employment term” refers to the entire period of employment of Employee by Employer hereunder, whether for the periods provided above, or whether terminated earlier as hereinafter or extended by mutual Agreement between Employer and Employee.

        Section 2.01.  Employee shall serve as the President and Chief Executive Officer of the Employer. The Employee shall do and perform all services, acts, or things necessary or advisable to manage and conduct and be responsible for the executive management of the Employer.  The Employee shall report directly to Board of Directors of the Employer.

        Section 2.02.  Employee shall devote his productive time, ability and attention to the business of Employer during the term of this Agreement.

 

 

        Section 2.04.  (a) The parties acknowledge and agree that during the term of this Agreement and in the course of the discharge of his duties hereunder, Employee shall have access to and become acquainted with information concerning the operations and processes of Employer, including without limitations, financial, personnel, sales, scientific and other information that is owned by Employer and regularly used in the operation of Employer’s business and that such information constitutes Employer’s trade secrets.

                                (b) Employee specifically agrees that he shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way during the term of this Agreement.

        Section 3.01.  Employer shall provide Employee with the compensation, incentives, benefits and business expense reimbursement specified elsewhere in this Agreement.

        Section 4.01.  (a) As compensation for the services to be performed hereunder, Employee shall receive from Employer a monthly salary of twelve thousand Dollars ($12,000).

        Section 5.01.  (a) Employer plans to institute a stock option plan sometime in 2011 and Employee will be able to participate in that plan under separate agreement to be developed.

 
 

        Section 6.01.  Employee shall be entitled to three (3) weeks vacation time each twelve (12) months with full pay.  If Employee is unable for any reason to take the total amount of authorized vacation time during any year, he may accrue that time and add it to vacation time for any following twelve (12) months. If Employee resigns or is terminated at any time for any reason, Employee will be paid for unused vacation time within 10 days from the last day of employment.

 

        Section 6.02.  Employee shall be entitled to five (5) days per twelve (12) months as sick leave with full pay.  Sick leave may not be accumulated.

        Section 6.03.  Employer will offer medical and dental coverage to employee when such plans are available on the same terms coverage is offered to other employees. Currently, no coverage exists.

        Section 6.04.  Employer may, at its election and expense and for its benefit, insure itself against the loss of the Employee’s services through death or disability.

 

        Section 7.01.  All business expenses reasonably incurred by Employee in promoting the business of Employer, including expenditures for entertainment, lodging and travel, are to be paid for, either by advance or reimbursement by Employer.

        Section 7.02.  Employer shall promptly reimburse Employee for all other reasonable business expenses incurred by Employee in connection with the business of Employer.

        Section 8.01.  Employer reserves the right to terminate this Agreement if Employee willfully breaches or habitually neglects the duties which he is required to perform under the terms of this Agreement; or commits such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of his duties. Employee must have a ten-day cure period to resolve any issues submitted in writing by the board of directors before any termination will take effect.

 

        Section 8.02. This Agreement shall be terminated upon the death of Employee.

        Section 8.03. If Employee is prevented from performing his duties because of illness or disability for a continuous period of 30 days, the Company may terminate this Agreement without further notice.  In such event, all of the Company obligations shall cease except that Employee shall receive, when the thirty-day period expires, severance pay of $36,000.

        Section 8.04.  Notwithstanding any provision of this Agreement, if Employer terminates this Agreement without cause, Employee shall be entitled to and Employer shall pay to Employee all salary compensation, Profit Sharing, Stock Options, Accrued Vacation time, to which the Employee would otherwise have been entitled as though this Agreement had continued in full force and effect; however, provided that if Employee accepts other employment, Employee will then and there not be entitled to compensation under this Agreement from the date the Employee agrees and accepts such other employment. Employee shall not be obligated to either seek or accept other employment as a condition precedent to receiving any compensation otherwise payable under this section.

        Section 8.05. Employee may terminate his obligations under this Agreement by giving Employer at least thirty (30) days written advance notice.

        Section 9.01.  Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage pre-paid with return receipt requested.  Mailed notices shall be addressed to the parties at the addresses appearing at the introductory paragraph of this Agreement.  Each party may change that address by written notice in accordance with this section. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of the date of mailing.

 

        Section 9.02.  (a) Any claim or controversy arising between Employer and Employee involving the construction application or alleged breach of any of the terms, provisions, or conditions of this Agreement shall upon the written request of either party served on the other be submitted to arbitration.  Arbitration shall be conducted in accordance with the employment rules of the judicial arbitration mediation service (“JAMS”) and under the laws of the State of Delaware. Any award issued there under shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

 

(b) Employee shall not be responsible for the payment of any cost exceeding that for which he would be responsible had he brought such claim in a court of competent jurisdiction.

(c) Employer shall be responsible for the payment of all arbitration fees and cost, which may be required.

 

(d) The arbitrator(s) hearing any arbitration hereunder may award Attorney fees and cost to the prevailing party.

        Section 9.03.  If any legal action is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which that party may be entitled.  This provision shall be construed as applicable to the entire Agreement.

        Section 9.04.  This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and Agreements between the parties with respect to that employment in any manner whatsoever.  Each party to this Agreement acknowledges, that no representation, inducements, promises, or Agreements, orally or otherwise, have been made by any party, which are not embodied herein, and that no other Agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party.

 

        Section 9.05.  Any modification of this Agreement will be effective only if it is in writing and signed by the party to be charged.

        Section 9.06.  The Company is aware and has no objection to Employee owning and serving as President of HR Management Systems (HRMS). HRMS is a former vendor of USOG but has no current affiliation with the Company.

 
 

 

        Section 9.09.   This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties to this Agreement agree that proper venue shall for the purpose of enforcing any arbitration award issued hereunder, lie with the appropriate authority in the State of Delaware.

        Section 9.10. If Employee dies prior to the expiration of the term of his employment, any sums that may be due him from Employer under this Agreement as of the date of death shall be paid to Employee’s executors, administrator’s, heirs, personal representatives, successors, and assigns.

 

Executed on February 7, 2011.