Exhibit 10.8
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 9 day of
April, 1991, by and between NEW EDGE PETROLEUM CORPORATION (the "Corporation")
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇").
WHEREAS, the Corporation desires to employ ▇▇▇▇▇▇▇ on the terms and
conditions set forth herein; and
WHEREAS, ▇▇▇▇▇▇▇ is willing to accept such employment on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the Corporation and ▇▇▇▇▇▇▇ have agreed and do hereby agree
as follows:
SECTION 1. EMPLOYMENT, TERM, DUTIES AND AUTHORITY. The Corporation hereby
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employs ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ hereby accepts employment as Chairman of the Board,
President, and Chief Executive Officer of the Corporation commencing as of the
date hereof and continuing until April 9, 1996 (the "Normal Expiration Date")
unless sooner terminated in accordance with the provisions of Section 5 hereof.
The period commencing from the date hereof to the Normal Expiration Date is
called the "Employment Period." Beginning April 9, 1995, the Corporation and
▇▇▇▇▇▇▇ agree to negotiate in good faith for an extension of this Agreement on
such terms as they may agree upon, and if they are unable to agree upon an
extension, the Normal Expiration Date shall control. If the parties have not
agreed upon an extension by December 9, 1995, then ▇▇▇▇▇▇▇ will be free to
seek employment as a consultant,
employee, agent, officer, director, or any other position with any entity or
individual he so chooses; and the Corporation is free to negotiate with whomever
it chooses to fill his position. ▇▇▇▇▇▇▇ shall be responsible to report to the
Board of Directors of the Corporation and will perform such other duties on
behalf of the Corporation as the Board of Directors of the Corporation shall
from time to time direct, as are customarily performed by a Chairman of the
Board, President and Chief Executive Officer of a business corporation. ▇▇▇▇▇▇▇
shall devote such productive time, energy and ability to the proper and
efficient conduct of the Corporation's business as shall be necessary for the
successful conduct thereof, provided that subject to the provisions of Section 8
hereof, ▇▇▇▇▇▇▇ shall be able to pursue other business interests so long as such
pursuit does not unreasonably interfere with ▇▇▇▇▇▇▇'▇ fulfillment of his duties
hereunder.
SECTION 2. COMPENSATION.
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(a) BASIC COMPENSATION. The Corporation shall pay ▇▇▇▇▇▇▇ basic
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compensation at the rate of at least Two Hundred Ninety-five Thousand
Dollars ($295,000) per annum during the Employment Period, which shall be
payable in equal semimonthly installments on the fifteenth and last day of
each calendar month. ▇▇▇▇▇▇▇'▇ salary shall be increased annually by the
increase, if any, in the current price index, although there shall be no
decrease. ▇▇▇▇▇▇▇'▇ salary shall be annually reviewed by the Board and may
be increased to reflect ▇▇▇▇▇▇▇'▇ contributions by the vote of two-thirds
or more of the entire nine person Board of Directors, but shall in no event
be decreased below the base compensation herein specified.
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(b) OVERRIDING ROYALTY INTEREST. ▇▇▇▇▇▇▇ shall receive, and the
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Corporation hereby promises to convey as and when Leases on New Prospects (as
hereinafter defined) are obtained, a three-tenths of one percent (.3%)
Overriding Royalty (which term shall be defined for purposes hereof in
accordance with the meaning which is commonly given that term in the oil and gas
industry as of the date hereof) ("▇▇▇") in oil, gas and other mineral Leases on
New Prospects (as hereinafter defined) executed by the Corporation (or by any
joint venture which the Corporation shall be a party to) and prospective lessees
during the term of this Agreement. The term "Leases on New Prospects" shall
include, for purposes of this Agreement, all oil, gas and other mineral leases
consummated during the term of this Agreement. The Corporation shall convey the
▇▇▇ to ▇▇▇▇▇▇▇ within a reasonable time after the execution of a Lease on New
Prospect, and such conveyance shall be in the form of a recordable instrument as
is typically used by the Corporation to convey to others overriding royalties.
(c) ADDITIONAL BENEFITS. ▇▇▇▇▇▇▇ shall be entitled to participate in the
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Corporation's employee benefits plans, in accordance with their terms, and to
receive such other forms of remuneration or benefits which the Corporation may
from time to time make available to its executive officers of a similar rank, as
well as reasonable paid vacations. The Corporation shall also provide at its
expense during the Employment Period a $1,000,000 term life insurance policy,
payable to ▇▇▇▇▇▇▇ or his designated beneficiaries.
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(d) WITHHOLDINGS. All payments made to ▇▇▇▇▇▇▇ pursuant to this
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Agreement shall be reduced by all required federal, state and local
withholdings for taxes and similar charges.
SECTION 3. REIMBURSEMENT OF EXPENSES. It is understood that ▇▇▇▇▇▇▇ is
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authorized to incur reasonable business expenses for promoting the business of
the Corporation, including reasonable expenditures for travel, lodging, meals
and client or business associate entertainment. ▇▇▇▇▇▇▇ shall be entitled to
receive reimbursement of all such expenses incurred as a result of his duties
under this Agreement.
SECTION 4. CONTINUATION OF COMPENSATION DURING ILLNESS. If ▇▇▇▇▇▇▇ shall
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become temporarily ill or disabled and shall be absent from work by reason
thereof, the Corporation will continue his compensation during the period of
such temporary illness or disability. A temporary illness or disability is any
illness or disability that is not described in Section 5(a), below.
SECTION 5. TERMINATION OF EMPLOYMENT. During the Employment Period hereof
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set forth in Section 1 hereof, the Corporation, acting only by and through
two-thirds of the entire nine-person Board of Directors (the "Requisite Board
Members"), shall have the right at its option to terminate the employment of
▇▇▇▇▇▇▇ hereunder by giving ten (10) days' written notice to ▇▇▇▇▇▇▇ (except
where a longer period is indicated) but only in the event any of the following
occurs:
(a) If Calaways dies or becomes unable by reason of physical
disability or other incapacity to carry out or to perform his duties under
this Agreement for a continuous period of six (6) consecutive months, upon
thirty (30) days'
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written notice executed by the Requisite Board Members (termination of
employment pursuant to this Subsection (a) hereof shall be referred to as
"Termination Without Cause"); provided, however, that in the case of such
disability, the Corporation shall continue to pay ▇▇▇▇▇▇▇ his basic
compensation only until such time as the disability insurance policy the
Corporation has taken out on ▇▇▇▇▇▇▇, if there is any such policy, begins
to pay its benefit;
(b) ▇▇▇▇▇▇▇ shall be deemed to have willfully, materially and
persistently neglected his duties under this Agreement but only after (x)
having received two written warnings signed by the Requisite Board Members,
which warnings shall specify with particularity the precise problem, and
specifying in detail what must be done to correct such matter so that
▇▇▇▇▇▇▇ may be given reasonable opportunity to correct such matter and (y)
such matters specified as areas of neglect have not been corrected;
(c) the theft of the Corporation's assets by ▇▇▇▇▇▇▇;
(d) ▇▇▇▇▇▇▇ shall have been adjudged, pursuant to a final,
nonappealable judgment, to have committed fraud upon the Corporation or
shall be convicted of commission of a felony; or
(e) the material breach by ▇▇▇▇▇▇▇ of the provisions of Sections 7 or
8 of this Agreement (termination of employment pursuant to Subsection (b)
through (e) hereof shall be referred to as "Termination With Cause").
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SECTION 6. EFFECT OF TERMINATION OF EMPLOYMENT.
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(A) TERMINATION WITHOUT CAUSE. In the event of a Termination Without
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Cause (as hereinabove defined), ▇▇▇▇▇▇▇ (or ▇▇▇▇▇▇▇'▇ estate, as the case
may be) shall be entitled to receive, from the date of termination, the
full amount of all compensation payable to ▇▇▇▇▇▇▇ in accordance with the
provisions and payment terms of Section 2 (a) and (c) hereof until the
Normal Expiration Date, but his right to receive the compensation specified
in Section 2 (b) shall cease at the date of termination.
(B) TERMINATION WITH CAUSE. In the event of a Termination With Cause
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(as hereinabove defined), ▇▇▇▇▇▇▇ shall only be entitled to receive the
full amount of all compensation payable to ▇▇▇▇▇▇▇ in accordance with the
provisions of Section 2 hereof through the date of termination.
SECTION 7. CONFIDENTIALITY. ▇▇▇▇▇▇▇ agrees that in performing under the
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terms of this Agreement, he will have access to confidential and proprietary
information and records of the Corporation and agrees that he shall not use, for
his own account or disclose for other than proper corporate purposes, such
information or records to any third party. The provisions of this Section 7 will
survive the termination of this Agreement; provided, however, that ▇▇▇▇▇▇▇'▇
obligations under this Section 7 shall not relate to information and records of
the Corporation which (a) become part of the public domain by publication or
otherwise generally known in the industry through no fault or action of ▇▇▇▇▇▇▇;
or (b) at the time of receipt was known by ▇▇▇▇▇▇▇.
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SECTION 8. RESTRICTIONS ON COMPETITION. ▇▇▇▇▇▇▇ will not, directly or
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indirectly, including without limitation as a paid or unpaid director, officer,
agent, representative, employee of or consultant to any enterprise or by acting
as a proprietor of an enterprise or by holding any direct or indirect
participation in any enterprises an owner, partner, limited partner, joint
venturer or stockholder, (a) until this Agreement is terminated, enter into the
business of generating, marketing or developing oil and gas prospects; or (b) if
▇▇▇▇▇▇▇ shall voluntarily, leave the employ of the Corporation before or upon
the occurrence of the Normal Expiration, or any extension thereof pursuant to
Section 1 hereof, (x) for a period of one (1) year after this Agreement is so
terminated, acquire any oil and gas leases in any prospects on which the
Corporation has itself commenced acquisition of oil and gas leases as of the
date of such termination, or (y) for a period of fourteen (14) months after this
Agreement is so terminated acquire any oil and gas leases on any "leads" which
the Corporation has identified with reasonable specificity as areas where
leasing of oil, gas and mineral rights is expected to promptly commence; or (z)
for a period of one year after this Agreement is so terminated, solicit or
procure the employment as an agent, employee or consultant, of any person who at
the time of such termination is an agent, employee or consultant of the
Corporation. As used in this section, the term "prospect" and "leads" shall have
the normal usage applied by the Corporation as of the date hereof. For purposes
hereof, the Termination by ▇▇▇▇▇▇▇ because of the Corporation's inability or
refusal to pay the compensation herein specified to be paid shall not be deemed
to be a voluntary leaving of the employ of the Corporation by ▇▇▇▇▇▇▇.
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SECTION 9. REMEDIES. The parties hereto agree that the remedy at law for
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any breach of ▇▇▇▇▇▇▇'▇ obligations under Section 8 of this Agreement would be
inadequate, and that any enforcing party shall be entitled to injunctive or
other equitable relief in any proceeding which may be brought to enforce any
provisions of Section 8.
SECTION 10. NO WAIVER. The failure or delay on the part of the Corporation
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to exercise any power or right hereunder shall not operate as a waiver thereof,
nor shall an singular or partial exercise of any such right or power preclude
any other or further exercise thereof or the exercise of any other right or
power hereunder or otherwise available in equity at law.
SECTION 11. SUCCESSORS; NON-ASSIGNABILITY. This Agreement shall inure to
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the benefit of and be binding upon the parties hereto and the successors and
assigns of the Corporation, whether by merger, sale of assets or otherwise. The
obligations of ▇▇▇▇▇▇▇ under this Agreement, however, are not assignable by him.
SECTION 12. CONSTRUCTION. This Agreement shall be construed and enforced in
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accordance with the substantive laws of the State of Texas.
SECTION 13. AMENDMENTS. No change, modification, waiver, discharge,
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amendment or addition to this Agreement shall be binding unless it is in writing
and signed by the Corporation and ▇▇▇▇▇▇▇.
SECTION 14. NOTICES. Any notice required to be given in writing by any
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party to this Agreement shall be mailed by first-class, registered or certified
mail, return receipt requested, postage and fees prepaid, and addressed as
follows:
If addressed to the Corporation:
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New Edge Petroleum Corporation
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
with copies to:
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇
and
Mr. J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
If addressed to ▇▇▇▇▇▇▇:
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
#▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Any party may, by notice in writing to the other, change the name and address to
which notices or other communications to him shall be mailed. Any such notice
shall be effective four (4) business days after the date of mailing by
first-class, registered or certified mail, return receipt requested, postage and
fees prepaid.
SECTION 15. HEADINGS. The section and other headings contained in this
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Agreement are for reference purposes only and shall not affect the
interpretation of this Agreement.
SECTION 16. COUNTERPARTS. This Agreement may be executed in several
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Employment Agreement on the day and year first above written.
NEW EDGE PETROLEUM CORPORATION
Attest: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Special Agent
and
_____________________________
Secretary
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Special Agent
______________________________
Witness
"▇▇▇▇▇▇▇"
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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