Exhibit 10.08
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") made this 1st day of August,
1997, between Equitable Resources, Inc., a Pennsylvania corporation, having an
address of 420 Boulevard of the Allies, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter "Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, having an address of ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter "Employee").
RECITALS
WHEREAS, Employee has served the Company in a long and successful
tenure as Chief Executive Officer and has developed an extensive knowledge of
the Company's business operations and the natural gas industry in general; and
WHEREAS, Company desires Employee to be available for temporary
part-time employment in order to have the benefit of his knowledge and
experience.
NOW THEREFORE, in consideration of the foregoing premises, and
intending to be legally bound, the parties hereto agree as follows:
1. SERVICES TO BE PROVIDED. Employee will provide day-to-day management
and direction of Company and will perform the duties of the Chief Executive
Officer position during the term of this Agreement. Employee shall be available
to render services in person or by other methods, including mail, telephone, or
telecommunication at such offices and locations as the Company may deem
necessary. Such services shall be rendered by Employee to the best of his
abilities in a manner consistent with his expertise and experience. Employee
shall report and be responsible to Governance Committee of the Board of
Directors of the Company.
2. COMPENSATION. Employee shall receive a monthly salary of $43,550.00,
which shall be paid to Employee in arrears the first week of each month during
the term of this Agreement, beginning September 1997. Employee shall also
receive reimbursement for reasonable out-of-town travel, parking, meals,
lodging, and other such out-of-pocket expenses properly incurred in the
performance of services hereunder, upon submission of such supporting data as
the Company may reasonably require. Employee shall be eligible to participate in
the Short Term Incentive Plan on a pro rata share basis. Employee shall continue
to be eligible to receive applicable Board of Directors' fees as long as he
continues as member of the Company's Board of Directors.
3. TERM. The term of this Agreement shall commence as of August 1,
1997, and continue on a month-to-month basis until terminated by either party
upon 30 days' written notice, without further obligation except for compensation
accrued prior to the termination date; provided, however, upon Employee's death
or substantial disability, the contract shall automatically terminate.
4. EMPLOYMENT RELATIONSHIP. Employee shall at all times be a temporary
part-time employee, subject to the obligations and benefits applicable to such
status.
5. CONFIDENTIALITY. Employee acknowledges and agrees that his
employment by the Company under this Agreement necessarily involves his
knowledge of and access to confidential and proprietary information pertaining
to the business of the Company and its subsidiaries. Accordingly, the Employee
agrees that all time during the term of this Agreement and for a period of two
(2) years after the termination of the Employee's employment hereunder, he will
not, directly or indirectly, without the express written authority of the
Company, unless directed by applicable legal authority having jurisdiction over
the Employee, disclose to or use, or knowingly permit to be so disclosed or
used, for the benefit of himself, any person, corporation or other entity other
than the Company, (i) any information concerning any financial matters, customer
relationships, competitive status, supplier matters, internal organizational
matters, current or future plans, or other business affairs of or relating to
the Company and its subsidiaries, (ii) any management, operational, trade,
technical or other secrets or any other proprietary information or other data of
the Company or its subsidiaries, or (iii) any other information related to the
Company or its subsidiaries or which the Employee should reasonably believe will
be damaging to the Company or its subsidiaries which has not been published an
is not generally known outside of the Company. The Employee acknowledges that
all of the foregoing, constitutes confidential and proprietary information,
which is the exclusive property of the Company.
6. COMPLETE AGREEMENT. This Agreement supersedes all prior written and
oral agreements, obligations, or understandings between the parties, and is
intended as a complete and exclusive statement of the agreement between the
parties regarding the matters covered herein. No oral agreements or
understandings, and no amendment to this Agreement, shall be binding unless
agreed to in writing by the parties. Employee agrees that the compensation
provided for herein is Employee's sole and entire compensation for services
rendered to the Company pursuant to this Agreement.
7. NOTICES. All notices hereunder shall be in writing and delivered
personally or by mail, fax, or courier service to the following addresses of the
parties or to such other addresses as they may by written notice designate:
Equitable Resources, Inc. ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
420 Boulevard of the Allies ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
IN WITNESS WHEREOF, the parties have executed this Agreement in
counterpart as of the date first above written.
ATTEST: EQUITABLE RESOURCES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Vice President and Its: Senior Vice President and
Corporate Secretary Chief Administrative Officer
WITNESS: EMPLOYEE:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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EMPLOYMENT AGREEMENT ADDENDUM
WHEREAS, Equitable Resources, Inc. (hereinafter the "Company") and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (hereinafter the "Employee") desire to clarify and/or modify
the terms of the Employee's employment contract dated August 1, 1997
(hereinafter the "Agreement").
For good and valuable consideration, and intending to be legally bound
hereby, the parties agree as follows:
Section 1 of the Agreement shall be clarified by adding the following
sentence:
1. The Employee's performance objectives shall be the following:
(a) To stabilize the Company's earnings through revenue
enhancement and cost containment.
(b) To stabilize the organization and bring operations as close to
plan as possible.
(c) To focus the organization more on short-term results.
2. Section 2 of the Agreement shall be modified by revising the third
sentence thereof to read as follows:
Employee shall be eligible to participate in the Short-Term
Incentive Plan on a full-year basis for 1997.
DATED this 19th day of November, 1997.
ATTEST: EQUITABLE RESOURCES, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Vice President and Corporate Secretary Senior Vice President and
Chief Administrative Officer
WITNESS: EMPLOYEE:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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