EXHIBIT 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into effective as of July 28, 2003
between PetroQuest Energy, Inc., a Delaware corporation having its principal
executive office at 400 E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road, Suite 6000, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ (hereinafter referred to as the "Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(hereinafter referred to as the "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Employee in an executive
capacity and the Employee desires to enter the Company's employ.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and obligations contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Employee hereby agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms
have the meanings prescribed below:
Affiliate is used in this Agreement to define a relationship to a
person or entity and means a person or entity who, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, such person or entity.
Annual Bonus shall have the meaning assigned thereto in Section 4.2
hereof.
Base Salary shall have the meaning assigned thereto in Section 4.1
hereof.
Beneficial Owner shall have the meaning assigned thereto in Rule
13(d)-3 under the Exchange Act; provided, however, and without limitation, that
any individual, corporation, partnership, group, association or other person or
entity that has the right to acquire any Voting Stock at any time in the future,
whether such right is (a) contingent or absolute or (b) exercisable presently or
at any time in the future, pursuant to any agreement or understanding or upon
the exercise or conversion of rights, options or warrants, or otherwise, shall
be the Beneficial Owner of such Voting Stock.
Cause shall have the meaning assigned thereto in Section 5.3 hereof.
Common Stock means the Company's common stock, par value $.001 per
share.
Confidential Information shall have the meaning assigned thereto in
Section 8.2 hereof.
Date of Termination means the earliest to occur of (i) the date of the
Employee's death, (ii) the date on which the Employee terminates this Agreement
for any reason or (iii) the date of receipt
1
of the Notice of Termination, or such later date as may be prescribed in the
Notice of Termination in accordance with Section 5.5 hereof.
Disability means an illness or other disability which prevents the
Employee from discharging his responsibilities under this Agreement for a period
of 180 consecutive calendar days, or an aggregate of 180 calendar days in any
calendar year, during the Employment Period, all as determined in good faith by
the Board of Directors of the Company (or a committee thereof).
Effective Date means the date of execution hereof.
Employee means ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ whose business address is ▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Exchange Act means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated by the Securities and Exchange Commission
thereunder, all as in effect from time to time during the Employment Period.
Company means PetroQuest Energy, Inc., a Delaware corporation, the
principal executive office of which is located at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Employment Period shall have the meaning assigned thereto in Section 3
hereof.
Initial Term shall have the meaning assigned thereto in Section 3
hereof.
Notice of Termination shall have the meaning assigned thereto in
Section 5.5 hereof.
Termination Agreement means the Termination Agreement dated as of the
Effective Date of this Executive Employment Agreement between the Company and
the Employee.
Voting Stock means all outstanding shares of capital stock of the
Company entitled to vote generally in an election of directors; provided,
however, that if the Company has shares of Voting Stock entitled to more or less
than one vote per share, each reference to a proportion of the issued and
outstanding shares of Voting Stock shall be deemed to refer to the proportion of
the aggregate votes entitled to be cast by the issued and outstanding shares of
Voting Stock.
Without Cause shall have the meaning assigned thereto in Section 5.4
hereof.
2. General Duties of Company and Employee.
2.1 The Company agrees to employ the Employee, and the Employee
agrees to accept employment by the Company and to serve the Company as Senior
Vice President-Exploration. The authority, duties and responsibilities of the
Employee shall be consistent with those of executive officers in a public
company with a similar title, and such other or additional duties as may from
time to time be assigned to the Employee by the Board of Directors (or a
committee thereof) and agreed to
2
by the Employee. While employed hereunder, the Employee shall devote full time
and attention during normal business hours to the affairs of the Company and use
his best efforts to perform faithfully and efficiently his duties and
responsibilities. The Employee may (i) serve on corporate, civic or charitable
boards or committees, (ii) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (iii) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Employee's duties and responsibilities.
2.2 The Employee agrees and acknowledges that he owes a fiduciary
duty of loyalty, fidelity and allegiance to act at all times in the best
interests of the Company and to do no act and to make no statement, oral or
written, which would injure Company's business, its interests or its reputation.
2.3 The Employee agrees to comply at all times during the
Employment Period with all applicable policies, rules and regulations of the
Company, including, without limitation, the Company's Business Ethics Policy and
the Company's policy regarding trading in the Common Stock, as each is in effect
from time to time during the Employment Period.
3. Term. Unless sooner terminated pursuant to other provisions hereof, the
Employee's period of employment under this Agreement shall be a period of two
(2) years beginning on the Effective Date (the "Initial Term"). After the
expiration of the Initial Term, the Employee's period of employment under this
Agreement shall be automatically renewed for successive one-year terms on each
anniversary of the Effective Date (the Initial Term and any and all renewals
thereof are referred to herein collectively as the "Employment Period").
4. Compensation and Benefits.
4.1 Base Salary. As compensation for services to the Company, the
Company shall pay to the Employee until the Date of Termination an annual base
salary of $180,000.00 (the "Base Salary"). The Board of Directors (or a
committee thereof), in its discretion, may increase the Base Salary based upon
relevant circumstances. The Base Salary shall be payable in equal semi-monthly
installments or in accordance with the Company's established policy, subject
only to such payroll and withholding deductions as may be required by law and
other deductions applied generally to employees of the Company for insurance and
other employee benefit plans.
4.2 Bonus. In addition to the Base Salary, Employee may be
awarded, for each fiscal year until the Date of Termination, an annual bonus
(either pursuant to a bonus or incentive plan or program of the Company or
otherwise) in an amount to be determined by the Board of Directors (or a
committee thereof), in its sole discretion (the "Annual Bonus"). Each such
Annual Bonus shall be payable at a time to be determined by the Board of
Directors (or a committee thereof) in its sole discretion.
4.3 Incentive, Savings and Retirement Plans. Until the Date of
Termination, the Employee shall be eligible to participate in and shall receive
all benefits under all executive
3
incentive, savings and retirement plans (including 401(k) plans) and programs
currently maintained or hereinafter established by the Company for the benefit
of its executive officers and/or employees.
4.4 Welfare Benefit Plan. Until the Date of Termination, the
Employee and/or the Employee's family, as the case may be, shall be eligible to
participate in and shall receive all benefits under each welfare benefit plan of
the Company currently maintained or hereinafter established by the Company for
the benefit of its employees. Such welfare benefit plans may include, without
limitation, medical, dental, disability, group life, accidental death and travel
accident insurance plans and programs.
4.5 Reimbursement of Expenses. The Employee may from time to time
until the Date of Termination incur various business expenses customarily
incurred by persons holding positions of like responsibility, including, without
limitation, travel, entertainment and similar expenses incurred for the benefit
of the Company. Subject to the Company's policy regarding the reimbursement of
such expenses as in effect from time to time during the Employment Period, which
does not necessarily allow reimbursement of all such expenses, the Company shall
reimburse the Employee for such expenses from time to time, at the Employee's
request, and the Employee shall account to the Company for all such expenses.
4.6 Life Insurance. The Company shall provide to the Employee life
insurance under programs currently maintained or hereafter established by the
Company for the benefit of its executive officer or employees.
4.7 Relocation. The Company and the Employee agree that if the
Employee is asked to relocate from Lafayette, Louisiana to Houston, Texas, the
Company will provide to Employee reimbursement for out of pocket moving expenses
incurred in connection with such move, and it will also reimburse the Employee
for any loss incurred by the Employee on the sale of his personal residence in
Lafayette, Louisiana, with such loss being calculated on the basis of the
difference between the Employee's actual costs less the net sales price.
4.8 Vacation. Until the Date of Termination, subject to the
Company's policies regarding vacation as in effect from time to time during the
Employment Period, Employee shall be entitled to five (5) weeks paid vacation
during each one year period commencing on the anniversary date of Employee's
employment with the Company.
4.9 Additional Agreements. In addition to the rights and
obligations of the Company and Employee under this Agreement, the Company,
Employee or their Affiliates may, from time to time, execute agreements during
the Employment Period which provide Employee certain rights with respect to
particular oil and gas prospects. Such agreements are not part of this Agreement
relating to employment and nothing in such agreements shall confer upon Employee
any right to continue in the employ of the Company or interfere with or restrict
in any way the rights of the Company, which are hereby expressly reserved, to
terminate Employee for any reason, with our without cause.
4
5. Termination.
5.1 Death. This Agreement shall terminate automatically upon the
death of the Employee.
5.2 Disability. The Company may terminate this Agreement, upon
written notice to the Employee delivered in accordance with Sections 5.5 and
12.1 hereof, upon the Disability of the Employee.
5.3 Cause. The Company may terminate this Agreement, upon written
notice to the Employee delivered in accordance with Sections 5.5 and 12.1
hereof, for Cause. For purposes of this Agreement, "Cause" means (i) the
conviction of the Employee of a felony (which, through lapse of time or
otherwise, is not subject to appeal), (ii) the Employee's willful refusal,
without proper legal cause, to perform his duties and responsibilities as
contemplated in this Agreement or (iii) the Employee's willful engaging in
activities which would (A) constitute a breach of any term of this Agreement,
the Company's code of ethics, the Company's policies regarding trading in the
Common Stock or reimbursement of business expenses or any other applicable
policies, rules or regulations of the Company, or (B) result in a material
injury to the business, condition (financial or otherwise), results of
operations or prospects of the Company or its Affiliates (as determined in good
faith by the Board of Directors of the Company or a committee thereof).
5.4 Without Cause. The Company may terminate this Agreement
Without Cause, upon written notice to the Employee delivered in accordance with
Sections 5.5 and 12.1 hereof. For purposes of this Agreement, the Employee will
be deemed to have been terminated "Without Cause" if the Employee is terminated
by the Company for any reason other than Cause, Disability or death.
5.5 Notice of Termination. Any termination of this Agreement by
the Company for Cause, Without Cause or as a result of the Employee's Disability
shall be communicated by Notice of Termination to the Employee given in
accordance with this Agreement. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Employee's employment under the provision so indicated and (iii) specifies the
termination date, if such date is other than the date of receipt of such notice
(which termination date shall not be more than 15 days after the giving of such
notice).
6. Obligations of Company upon Termination.
6.1 Cause by Employee. If this Agreement shall be terminated
either by the Company for Cause or by the Employee for any reason, the Company
shall pay to the Employee, in a lump sum in cash within 30 days after the Date
of Termination, the aggregate of the Employee's Base Salary (as in effect on the
Date of Termination) through the Date of Termination, if not theretofore paid,
and, in the case of compensation previously deferred by the Employee, all
amounts of such compensation
5
previously deferred and not yet paid by the Company. All other obligations of
the Company and rights of the Employee hereunder shall terminate effective as of
the Date of Termination.
6.2 Death or Disability.
(a) Subject to the provisions of this Section 6.2, if
this Agreement is terminated as a result of the Employee's death or
Disability, the Company shall pay to the Employee or his estate, in
equal semi-monthly installments, the Employee's Base Salary (as in
effect on the Date of Termination) for 12 months after such Date of
Termination. The Company may purchase insurance to cover all or any
part of the obligation contemplated in the foregoing sentence, and the
Employee agrees to submit to a physical examination to facilitate the
procurement of such insurance.
(b) Whenever compensation is payable to the Employee
hereunder during a period in which he is partially or totally disabled,
and such Disability would (except for the provisions hereof) entitle
the Employee to Disability income or salary continuation payments from
the Company according to the terms of any plan or program presently
maintained or hereafter established by the Company, the Disability
income or salary continuation paid to the Employee pursuant to any such
plan or program shall be considered a portion of the payment to be made
to the Employee pursuant to this Section 6.2 and shall not be in
addition hereto. If Disability income is payable directly to the
Employee by an insurance company under the terms of an insurance policy
paid for by the Company, the amounts paid to the Employee by such
insurance company shall be considered a portion of the payment to be
made to the Employee pursuant to this Section 6.2 and shall not be in
addition hereto.
6.3 Without Cause. If this Agreement shall be terminated by the
Company Without Cause:
(a) the Company shall pay to the Employee, in a lump sum
in cash within 30 days after the Date of Termination, the aggregate of
the following amounts:
(1) if not theretofore paid, the Employee's Base
Salary (as in effect on the Date of Termination) through the
Date of Termination; and
(2) in the case of compensation previously
deferred by the Employee, all amounts of such compensation
previously deferred and not yet paid by the Company;
(b) the Company shall, promptly upon submission by the
Employee of supporting documentation, pay or reimburse to the Employee
any costs and expenses (including moving and relocation expenses) paid
or incurred by the Employee which would have been payable under
Sections 4.5 and 4.7 of this Agreement if the Employee's employment had
not terminated; and
6
(c) for the 12-month period commencing on the Date of
Termination, the Company shall continue benefits to the Employee and/or
the Employee's family at least equal to those which would have been
provided to them under Section 4.4 if the Employee's employment had not
been terminated; and
(d) the Company shall pay to the Employee, in equal
semi-monthly installments, the Employee's Base Salary (as in effect on
the Date of Termination) for 12 months after the Date of Termination.
6.4 Termination of Employment Following a Change in Control.
Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the
Employee's employment by the Company is terminated by the Company in accordance
with the terms of Section 4 of the Termination Agreement and the Employee is
entitled to benefits provided in Section 5 of the Termination Agreement, the
Company shall pay to the Employee, in a lump sum in cash within 30 days after
the Date of Termination, the aggregate of the Employee's Base Salary (as in
effect on the Date of Termination) through the Date of Termination, if not
theretofore paid, and, in the case of compensation previously deferred by the
Employee, all amounts of such compensation previously deferred and not yet paid
by the Company. Except with respect to the obligations set for forth in the
Termination Agreement, notwithstanding any provisions herein to the contrary,
all other obligations of the Company and rights of the Employee hereunder shall
terminate effective as of the Date of Termination.
7. Employee's Obligation to Avoid Conflicts of Interest.
7.1 In keeping with the Employee's fiduciary duties to the
Company, the Employee agrees that he shall not knowingly become involved in a
conflict of interest with the Company, or upon discovery thereof, allow such a
conflict to continue. The Employee further agrees to disclose to the Company,
promptly after discovery, any facts or circumstances which might involve a
conflict of interest with the Company.
7.2 The Company and the Employee recognize that it is impossible
to provide an exhaustive list of actions or interests which constitute a
"conflict of interest." Moreover, the Company and the Employee recognize that
there are many borderline situations. In some instances, full disclosure of
facts by the Employee to the Company is all that is necessary to enable the
Company to protect its interests. In others, if no improper motivation appears
to exist and the Company's interests have not suffered, prompt elimination of
the outside interest will suffice. In still others, it may be necessary for the
Company to terminate the employment relationship. The Company and the Employee
agree that the Company's determination as to whether or not a conflict of
interest exists shall be conclusive. The Company reserves the right to take such
action as, in its judgment, will end the conflict of interest.
7.3 In this connection, it is agreed that any direct or indirect
interest in, connection with or benefit from any outside activities,
particularly commercial activities, which interest might in any way adversely
affect the Company or its Affiliates, involves a possible conflict of interest.
7
Circumstances in which a conflict of interest on the part of the Employee would
or might arise, and which should be reported immediately to the Company,
include, but are not limited to, the following:
(a) Ownership of a material interest in any lender,
supplier, contractor, subcontractor, customer or other entity with
which the Company does business.
(b) Acting in any capacity, including director, officer,
partner, consultant, employee, distributor, agent or the like, for any
lender, supplier, contractor, subcontractor, customer or other entity
with which the Company does business.
(c) Acceptance, directly or indirectly, of payments,
services or loans from a lender, supplier, contractor, subcontractor,
customer or other entity with which the Company does business,
including, without limitation, gifts, trips, entertainment or other
favors of more than a nominal value, but excluding loans from publicly
held insurance companies and commercial or savings banks at market
rates of interest.
(d) Use of information or facilities to which the
Employee has access in a manner which will be detrimental to the
Company's interests, such as use for the Employee's own benefit of
know-how or information developed through the Company's business
activities.
(e) Disclosure or other misuse of information of any kind
obtained through the Employee's connection with the Company.
(f) Acquiring or trading in, directly or indirectly, oil
and gas properties or interests for his own account or the account of
his Affiliates without the prior written consent of the Board of
Directors.
8. Employee's Confidentiality Obligation.
8.1 The Employee hereby acknowledges, understands and agrees that
all Confidential Information is the exclusive and confidential property of the
Company and its Affiliates which shall at all times be regarded, treated and
protected as such in accordance with this Section 8. The Employee acknowledges
that all such Confidential Information is in the nature of a trade secret.
8.2 For purposes of this Agreement, "Confidential Information"
means information, which is used in the business of the Company or its
Affiliates and (i) is proprietary to, about or created by the Company or its
Affiliates, (ii) gives the Company or its Affiliates some competitive business
advantage or the opportunity of obtaining such advantage or the disclosure of
which could be detrimental to the interests of the Company or its Affiliates,
(iii) is designated as Confidential Information by the Company or its
Affiliates, is known by the Employee to be considered confidential by the
Company or its Affiliates, or from all the relevant circumstances should
reasonably be assumed by the Employee to be confidential and proprietary to the
Company or its Affiliates, or (iv) is not generally known by non-Company
personnel. Such Confidential Information
8
includes, without limitation, the following types of information and other
information of a similar nature (whether or not reduced to writing or designated
as confidential):
(a) Internal personnel and financial information of the
Company or its Affiliates, information regarding oil and gas properties
including reserve information, vendor information (including vendor
characteristics, services, prices, lists and agreements), purchasing
and internal cost information, internal service and operational
manuals, and the manner and methods of conducting the business of the
Company or its Affiliates;
(b) Marketing and development plans, price and cost data,
price and fee amounts, pricing and billing policies, bidding, quoting
procedures, marketing techniques, forecasts and forecast assumptions
and volumes, and future plans and potential strategies (including,
without limitation, all information relating to any oil and gas
prospect and the identity of any key contact within the organization of
any acquisition prospect) of the Company or its Affiliates which have
been or are being discussed;
(c) Names of customers and their representatives,
contracts (including their contents and parties), customer services,
and the type, quantity, specifications and content of products and
services purchased, leased, licensed or received by customers of the
Company or its Affiliates; and
(d) Confidential and proprietary information provided to
the Company or its Affiliates by any actual or potential customer,
government agency or other third party (including businesses,
consultants and other entities and individuals).
8.3 As a consequence of the Employee's acquisition or anticipated
acquisition of Confidential Information, the Employee shall occupy a position of
trust and confidence with respect to the affairs and business of the Company and
its Affiliates. In view of the foregoing and of the consideration to be provided
to the Employee, the Employee agrees that it is reasonable and necessary that
the Employee make each of the following covenants:
(a) At any time during the Employment Period and
thereafter, the Employee shall not disclose Confidential Information to
any person or entity, either inside or outside of the Company, other
than as necessary in carrying out his duties and responsibilities as
set forth in Section 2 hereof, without first obtaining the Company's
prior written consent (unless such disclosure is compelled pursuant to
court orders or subpoena, and at which time the Employee shall give
notice of such proceedings to the Company).
(b) At any time during the Employment Period and
thereafter, the Employee shall not use, copy or transfer Confidential
Information other than as necessary in carrying out his duties and
responsibilities as set forth in Section 2 hereof, without first
obtaining the Company's prior written consent.
9
(c) On the Date of Termination, the Employee shall
promptly deliver to the Company (or its designee) all written
materials, records and documents made by the Employee or which came
into his possession prior to or during the Employment Period concerning
the business or affairs of the Company or its Affiliates, including,
without limitation, all materials containing Confidential Information.
9. Disclosure of Information, Ideas, Concepts, Improvements, Discoveries
and Inventions.
As part of the Employee's fiduciary duties to the Company, the Employee
agrees that during his employment by the Company and for a period of three years
following the Date of Termination, the Employee shall promptly disclose in
writing to the Company all information, ideas, concepts, improvements,
discoveries and inventions, whether patentable or not, and whether or not
reduced to practice, which are conceived, developed, made or acquired by the
Employee, either individually or jointly with others, and which relate to the
business, products or services of the Company or its Affiliates, irrespective of
whether the Employee used the Company's time or facilities and irrespective of
whether such information, idea, concept, improvement, discovery or invention was
conceived, developed, discovered or acquired by the Employee on the job, at
home, or elsewhere. This obligation extends to all types of information, ideas
and concepts, including information, ideas and concepts relating to new types of
services, corporate opportunities, acquisition prospects, the identity of key
representatives within acquisition prospect organizations, prospective names or
service marks for the Company's business activities, and the like.
10. Ownership of Information, Ideas, Concepts, Improvements, Discoveries
and Inventions, and all Original Works of Authorship.
10.1 All information, ideas, concepts, improvements, discoveries
and inventions, whether patentable or not, which are conceived, made, developed
or acquired by the Employee or which are disclosed or made known to the
Employee, individually or in conjunction with others, during the Employee's
employment by the Company and which relate to the business, products or services
of the Company or its Affiliates (including, without limitation, all such
information relating to corporate opportunities, research, financial and sales
data, pricing and trading terms, evaluations, opinions, interpretations,
acquisition prospects, the identity of customers or their requirements, the
identity of key contacts within the customers' organizations or within the
organization of acquisition prospects, marketing and merchandising techniques,
and prospective names and service marks) are and shall be the sole and exclusive
property of the Company. Furthermore, all drawings, memoranda, notes, records,
files, correspondence, manuals, models, specifications, computer programs, maps
and all other writings or materials of any type embodying any of such
information, ideas, concepts, improvements, discoveries and inventions are and
shall be the sole and exclusive property of the Company.
10.2 In particular regarding the matters identified in Section
10.1, the Employee hereby specifically sells, assigns, transfers and conveys to
the Company all of his worldwide right, title and interest in and to all such
information, ideas, concepts, improvements, discoveries or inventions, and any
United States or foreign applications for patents, inventor's certificates or
other industrial rights
10
which may be filed in respect thereof, including divisions, continuations,
continuations-in-part, reissues and/or extensions thereof, and applications for
registration of such names and service marks. The Employee shall assist the
Company and its nominee at all times, during the Employment Period and
thereafter, in the protection of such information, ideas, concepts,
improvements, discoveries or inventions, both in the United States and all
foreign countries, which assistance shall include, but shall not be limited to,
the execution of all lawful oaths and all assignment documents requested by the
Company or its nominee in connection with the preparation, prosecution, issuance
or enforcement of any applications for United States or foreign letters patent,
including divisions, continuations, continuations-in-part, reissues and/or
extensions thereof, and any application for the registration of such names and
service marks.
10.3 In the event the Employee creates, during the Employment
Period, any original work of authorship fixed in any tangible medium of
expression which is the subject matter of copyright (such as, videotapes,
written presentations on acquisitions, computer programs, drawings, maps,
architectural renditions, models, manuals, brochures or the like) relating to
the Company's business, products or services, whether such work is created
solely by the Employee or jointly with others, the Company shall be deemed the
author of such work if the work is prepared by the Employee in the scope of his
employment; or, if the work is not prepared by the Employee within the scope of
his employment but is specially ordered by the Company as a contribution to a
collective work, as a part of a motion picture or other audiovisual work, as a
translation, as a supplementary work, as a compilation or as an instructional
text, then the work shall be considered to be work made for hire, and the
Company shall be the author of such work. If such work is neither prepared by
the Employee within the scope of his employment nor a work specially ordered and
deemed to be a work made for hire, then the Employee hereby agrees to sell,
transfer, assign and convey, and by these presents, does sell, transfer, assign
and convey, to the Company all of the Employee's worldwide right, title and
interest in and to such work and all rights of copyright therein. The Employee
agrees to assist the Company and its Affiliates, at all times, during the
Employment Period and thereafter, in the protection of the Company's worldwide
right, title and interest in and to such work and all rights of copyright
therein, which assistance shall include, but shall not be limited to, the
execution of all documents requested by the Company or its nominee and the
execution of all lawful oaths and applications for registration of copyright in
the United States and foreign countries.
11. Employee's Non-Competition Obligation.
11.1 (a) Until the Date of Termination, the Employee shall not,
acting alone or in conjunction with others, directly or indirectly, in
any of the business territories in which the Company or any of its
Affiliates is presently or from time to time during the Employment
Period conducting business, invest or engage, directly or indirectly,
in any business which is competitive with that of the Company or accept
employment with or render services to such a competitor as a director,
officer, agent, employee or consultant, or take any action inconsistent
with the fiduciary relationship of an employee to his employer;
provided, however, that the beneficial ownership by the Employee of up
to three percent of the Voting Stock of any corporation subject to the
periodic reporting requirements of the Exchange Act shall not violate
this Section 11.1(a).
11
(b) In addition to the other obligations agreed to by the
Employee in this Agreement, the Employee agrees that until the Date of
Termination, he shall not at any time, directly or indirectly, (i)
induce, entice or solicit any employee of the Company to leave his
employment, (ii) contact, communicate or solicit any customer or
acquisition prospect of the Company derived from any customer list,
customer lead, mail, printed matter or other information secured from
the Company or its present or past employees or (iii) in any other
manner use any customer lists or customer leads, mail, telephone
numbers, printed material or other information of the Company relating
thereto.
11.2 (a) If this Agreement is terminated either by the Company for
Cause or by the Employee for any reason, then for a period of one year
following the Date of Termination, the Employee shall not, acting alone
or in conjunction with others, directly or indirectly, in any of the
business territories in which the Company or any of its Affiliates is
presently or at the Date of Termination conducting business, invest or
engage, directly or indirectly, in any business which is competitive
with that of the Company as of the Date of Termination or accept
employment with or render services to such a competitor as a director,
officer, agent, employee or consultant, or take any action inconsistent
with the fiduciary relationship of an employee to his employer;
provided, however, that the beneficial ownership by the Employee of up
to three percent of the Voting Stock of any corporation subject to the
periodic reporting requirements of the Exchange Act shall not violate
this Section 11.2(a).
(b) In addition to the other obligations agreed to by the
Employee in this Agreement, the Employee agrees that if this Agreement
is terminated either by the Company for Cause or by the Employee for
any reason, then for a period of one year following the Date of
Termination, he shall not at any time, directly or indirectly, (i)
induce, entice or solicit any employee of the Company to leave his
employment, (ii) contact, communicate or solicit any customer or
acquisition prospect of the Company derived from any customer list,
customer lead, mail, printed matter or other information secured from
the Company or its present or past employees or (iii) in any other
manner use any customer lists or customer leads, mail, telephone
numbers, printed material or other information of the Company relating
thereto.
11.3 If this Agreement is terminated by the Company Without Cause,
then the Employee shall not be subject to any non-competition obligation.
12. Miscellaneous.
12.1 Notices. All notices and other communications required or
permitted hereunder or necessary or convenient in connection herewith shall be
in writing and shall be deemed to have been given when delivered by hand or
mailed by registered or certified mail, return receipt requested, as follows
(provided that notice of change of address shall be deemed given only when
received):
12
If to the Company to:
400 E. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Road
Suite 6000
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to the Employee to:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or to such other names or addresses as the Company or the Employee, as the case
may be, shall designate by notice to the other party hereto in the manner
specified in this Section 12.1.
12.2 Waiver of Breach. The waiver by any party hereto of a breach
of any provision of this Agreement shall neither operate nor be construed as a
waiver of any subsequent breach by any party.
12.3 Assignment. This Agreement shall be binding upon and inure to
the benefit of the Company, its successors, legal representatives and assigns,
and upon the Employee, his heirs, executors, administrators, representatives and
assigns; provided, however, the Employee agrees that his rights and obligations
hereunder are personal to him and may not be assigned without the express
written consent of the Company.
12.4 Entire Agreement; No Oral Amendments. This Agreement, together
with any exhibit attached hereto and any document, policy, rule or regulation
referred to herein, replaces and merges all previous agreements and discussions
relating to the same or similar subject matter between the Employee and the
Company and constitutes the entire agreement between the Employee and the
Company with respect to the subject matter of this Agreement. This Agreement may
not be modified in any respect by any verbal statement, representation or
agreement made by any employee, officer, or representative of the Company or by
any written agreement unless signed by an officer of the Company who is
expressly authorized by the Company to execute such document.
12.5 Enforceability. If any provision of this Agreement or
application thereof to anyone or under any circumstances shall be determined to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions or applications of this Agreement which can be given
effect without the invalid or unenforceable provision or application.
12.6 Jurisdiction; Arbitration. The laws of the State of Louisiana
shall govern the interpretation, validity and effect of this Agreement without
regard to the place of execution or the place for performance thereof. Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration located in Houston, Texas administered
by the American Arbitration Association in accordance with its applicable
arbitration rules, and the judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof, which judgment shall be
binding upon the parties hereto.
13
12.7 Injunctive Relief. The Company and the Employee agree that a
breach of any term of this Agreement by the Employee would cause irreparable
damage to the Company and that, in the event of such breach, the Company shall
have, in addition to any and all remedies of law, the right to any injunction,
specific performance and other equitable relief to prevent or to redress the
violation of the Employee's duties or responsibilities hereunder.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Agreement as of the date first written above.
PETROQUEST ENERGY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
EMPLOYEE:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
14