EMPLOYMENT AGREEMENT
This agreement is entered into as of April 10, 1998, by and
between Delta Petroleum Corporation ("Delta" or the "Company")
and Xxxxxx X. Xxxxxx, Xx. ("Employee").
Employee has in the past and does at present act as an
officer and director by the Company.
The Company desires to retain the services of Employee as an
employee upon the conditions contained in this Agreement and
Employee desires to provide services to the Company under such
conditions.
NOW THEREFORE, in consideration of the mutual covenants and
conditions hereafter set forth, the Company and Employee agree as
follows:
1. Employment. The Company hereby agrees to engage
Employee, and Employee does hereby agree to be engaged by the
Company, upon the terms and conditions set forth in the following
paragraphs. This agreement replaces and supersedes all prior
employment agreements.
2. Employment Period. The Company hereby engages Employee
for the period commencing April 10, 1998 and ending on the fifth
anniversary of such date ("Employment Period") to continue to
serve in all present positions with the Company and to render
such other services in an executive capacity as the Company shall
reasonably require. Except as provided in Paragraph 10
(Termination Upon Change in Control hereof), Employee hereby
agrees to remain in the employ of the Company for the Employment
Period, provided that Employee may, by 90 days written notice to
the Company, terminate his employment with the Company; in which
case this Agreement shall terminate, except as to provisions
which survive termination of employment as provided herein,
without liability to the Company upon the date specified by
Employee.
3. Duties. Employee agrees that at all times during the
Employment Period, he will faithfully and diligently endeavor to
promote the business and business interests of the Company, and
that he will devote such time and attention to the affairs of the
Company as is necessary and appropriate to its proper management;
provided, however, that this Agreement shall not restrict
Employee from engaging, directly or indirectly, in any business,
investment or activity which is not inconsistent with the
performance by the Employee of his duties under this Agreement.
4. Salary and Benefits. Subject to the provisions of
Paragraph 8 below, during the Employment Period, Employee shall
be compensated as follows:
a) Employee shall earn a salary of $198,000 per annum,
payable in monthly installments, subject to the customary payroll
deductions for Federal, State and local taxes, and which salary
shall escalate each year by 10% beginning January 1, 1999;
b) the Board of Directors and/or the Compensation
Committee of the Board of Directors of the Company may review
Employee's salary from time to time with a view to making such
increases in Employee's salary or declaring such bonuses or other
benefits to Employee as merited and warranted in light of factors
considered pertinent;
c) Employee shall have the use of a Company automobile,
receive free of cost parking and servicing for his automobile and
health, hospitalization and life insurance with coverage
exceeding or equal to that now in force, plus such other benefits
as the Board shall vote; and
d) Employee shall be entitled to four weeks vacation per
year to be taken at such times as do not interfere with the
performance of his duties hereunder; and
5. Expenses. All reasonable and necessary expenses
incurred by Employee in the performance of his duties under this
Agreement, including but not limited to expenses for
entertainment, travel and similar items, will be paid or
reimbursed monthly by the Company. The Company will furnish
Employee with an office in its principal executive offices in
Denver and all secretarial, geological, engineering, legal,
accounting and other services necessary to properly support
Employee's performance of his duties at the Company's expenses.
6. Disability of Employee. In the event of the disability
(as defined herein) of Employee prior to the expiration of the
Employment Period, Employee shall nevertheless continue to be
compensated for a period of one year following the date of
disability at the annual rate and with such benefits provided for
in Paragraph 4 hereof. For purposes of this Agreement, Employee
shall be deemed to be disabled if, because of illness or other
physical or mental condition, he is unable to perform for two
successive months, or for short periods aggregating over two
months in any twelve successive calendar months, his duties under
this Agreement. Such benefit period shall run from the time
disability commenced until Employee's condition improves
sufficiently to permit him to work after which date he must be
available at the Company's option.
7. Termination Upon Death and Disability. The Employment
Period shall automatically terminate upon the death of Employee;
provided, however, that in the event of the Employee's death, all
compensation Employee is entitled to receive under this Agreement
at the time of his death shall be paid to his legal
representative in accordance with the provisions of Paragraph
(4)(a) hereof for the shorter of a period of one year following
the date of Employee's death or the remainder of the Employment
Period. The Employment Period shall automatically terminate upon
the payment for twelve consecutive months of disability benefits
to Employee (as defined in Paragraph 6 above).
8. Termination for Cause. Upon the occurrence of any of
the events listed below, the Company may terminate the Employee
without further obligation under this Agreement except as to
provisions which survive termination of employment or termination
of this agreement as provided herein:
a) Employee's conviction of any criminal act directly
related to Employee's duties hereunder including without
limitation misappropriation of funds or property of the Company
or a felony criminal act directly related to Employee's duties
hereunder.
b) Employee's misfeasance or malfeasance in office, which
the parties agree shall mean fraud, dishonesty, wilful misconduct
or gross neglect of duties.
c) Breach by Employee of any material provision of this
Agreement.
9. Termination without Cause. In the event Employee is
terminated by the Company for any reason except as set forth at
Paragraph 8 above, he shall continue to be compensated, funded
and reimbursed for the duration of the Employment Period in the
full amounts provided for in Paragraphs 4, 5, 6 and 7 hereof.
10. Termination Upon Change in Control. In the event that
a Change in Control (as defined in Delta's 1993 Incentive Plan,
as amended, or as now or later defined by rules and regulations
of the S.E.C.) of the Company or a sale of all or a majority of
the Company's assets shall occur at any time during the
Employment Period, as a result of which the Board of Directors
appoints a person other than Employee to serve in the capacity
for which Employee is employed hereunder, or as a result of which
Employee shall elect to resign his executive position hereunder,
Employee nevertheless shall be entitled to the benefits of and
subject to all of the terms and conditions set forth herein,
including, without limitation, the right to receive full
compensation, funding and reimbursement as provided in Paragraphs
4, 5, 6 and 7 hereof regardless of whether Employee continues to
perform any services for the Company. In addition, in the event
of any such Change in Control or sale, irrespective of any
resulting termination or resignation, the Company shall
immediately cause all of Employee's then outstanding unexercised
options or warrants, granted under the 1993 Incentive Plan, as
amended, or otherwise, to be exercised by the Company on behalf
of Employee with the Company paying, waiving or otherwise being
responsible for the exercise prices therefore and, in addition,
the Company shall thereupon pay to Employee an amount equal to
the Employee's estimated federal, state and local taxes
applicable to the exercise of said warrants or options. All
shares underlying said options or warrants shall be issued to
Employee immediately thereafter and all shares shall be covered
by and included in an effective S-8 or similar registration
statement filed with the S.E.C. These provisions under this
Paragraph 10 shall survive any termination of this agreement
under any other section hereunder.
11. Notice of Termination. Prior to termination, for any
reason (with or without cause), Employee will be given notice
thereof sufficient to allow Employee to exercise any and all
options granted to Employee under Delta's 1993 Incentive Plan, as
amended, or otherwise, but which notice in any event shall be
given not less than thirty (30) days prior to such termination.
The expiration date of any such options which have not been
exercised and which would expire prior to or within 90 days of
any such termination shall be extended by an additional six
months.
12. Parties in Interest. This Agreement shall be binding
upon, and shall inure to the benefit of the Company and its
successors and assigns and any person acquiring, whether by
merger, consolidation, liquidation, purchase of assets or
otherwise, all or substantially all of the Company's equity or
assets, and business.
13. Choice of Law. It is the intention of the parties
hereto that this Agreement and the performance hereunder and all
suits and special proceedings hereunder be construed in
accordance with and under the laws of the State of Colorado and
that in any action, special proceeding or other proceeding that
may be brought arising out of, in connection with, or by reason
of this Agreement, the laws of the State of Colorado shall be
applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.
14. Severance of Invalid Provisions. In case any one or
more of the provisions, or portions thereof, of this Agreement
should be determined to be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be
affected or impaired thereby.
15. Integrated Agreement. This Agreement shall constitute
the entire agreement between the parties hereto relating to the
Engagement of Employee.
IN WITNESS WHEREOF, Employee has executed this Agreement and
the Company has caused this Agreement to be duly executed on its
behalf by its duly authorized officer, all as of the date first
above written.
DELTA PETROLEUM CORPORATION
By: s/Xxxxx X. Xxxxxx
Authorized Officer
EMPLOYEE:
s/Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx.
RATIFIED AND APPROVED BY DELTA
PETROLEUM CORPORATION COMPENSATION
COMMITTEE:
By: s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
s/Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx
EMPLOYMENT AGREEMENT
This agreement is entered into as of April 10, 1998, by and
between Delta Petroleum Corporation ("Delta" or the "Company")
and Xxxxx X. Xxxxxx ("Employee").
Employee has in the past and does at present act as an
officer and director by the Company.
The Company desires to retain the services of Employee as an
employee upon the conditions contained in this Agreement and
Employee desires to provide services to the Company under such
conditions.
NOW THEREFORE, in consideration of the mutual covenants and
conditions hereafter set forth, the Company and Employee agree as
follows:
1. Employment. The Company hereby agrees to engage
Employee, and Employee does hereby agree to be engaged by the
Company, upon the terms and conditions set forth in the following
paragraphs. This agreement replaces and supersedes all prior
employment agreements.
2. Employment Period. The Company hereby engages Employee
for the period commencing April 10, 1998 and ending on the fifth
anniversary of such date ("Employment Period") to continue to
serve in all present positions with the Company and to render
such other services in an executive capacity as the Company shall
reasonably require. Except as provided in Paragraph 10
(Termination Upon Change in Control hereof), Employee hereby
agrees to remain in the employ of the Company for the Employment
Period, provided that Employee may, by 90 days written notice to
the Company, terminate his employment with the Company; in which
case this Agreement shall terminate, except as to provisions
which survive termination of employment as provided herein,
without liability to the Company upon the date specified by
Employee.
3. Duties. Employee agrees that at all times during the
Employment Period, he will faithfully and diligently endeavor to
promote the business and business interests of the Company, and
that he will devote such time and attention to the affairs of the
Company as is necessary and appropriate to its proper management;
provided, however, that this Agreement shall not restrict
Employee from engaging, directly or indirectly, in any business,
investment or activity which is not inconsistent with the
performance by the Employee of his duties under this Agreement.
4. Salary and Benefits. Subject to the provisions of
Paragraph 8 below, during the Employment Period, Employee shall
be compensated as follows:
a) Employee shall earn a salary of $198,000 per annum,
payable in monthly installments, subject to the customary payroll
deductions for Federal, State and local taxes, and which salary
shall escalate each year by 10% beginning January 1, 1999;
b) the Board of Directors and/or the Compensation
Committee of the Board of Directors of the Company may review
Employee's salary from time to time with a view to making such
increases in Employee's salary or declaring such bonuses or other
benefits to Employee as merited and warranted in light of factors
considered pertinent;
c) Employee shall have the use of a Company automobile,
receive free of cost parking and servicing for his automobile and
health, hospitalization and life insurance with coverage
exceeding or equal to that now in force, plus such other benefits
as the Board shall vote; and
d) Employee shall be entitled to four weeks vacation per
year to be taken at such times as do not interfere with the
performance of his duties hereunder; and
5. Expenses. All reasonable and necessary expenses
incurred by Employee in the performance of his duties under this
Agreement, including but not limited to expenses for
entertainment, travel and similar items, will be paid or
reimbursed monthly by the Company. The Company will furnish
Employee with an office in its principal executive offices in
Denver and all secretarial, geological, engineering, legal,
accounting and other services necessary to properly support
Employee's performance of his duties at the Company's expenses.
6. Disability of Employee. In the event of the disability
(as defined herein) of Employee prior to the expiration of the
Employment Period, Employee shall nevertheless continue to be
compensated for a period of one year following the date of
disability at the annual rate and with such benefits provided for
in Paragraph 4 hereof. For purposes of this Agreement, Employee
shall be deemed to be disabled if, because of illness or other
physical or mental condition, he is unable to perform for two
successive months, or for short periods aggregating over two
months in any twelve successive calendar months, his duties under
this Agreement. Such benefit period shall run from the time
disability commenced until Employee's condition improves
sufficiently to permit him to work after which date he must be
available at the Company's option.
7. Termination Upon Death and Disability. The Employment
Period shall automatically terminate upon the death of Employee;
provided, however, that in the event of the Employee's death, all
compensation Employee is entitled to receive under this Agreement
at the time of his death shall be paid to his legal
representative in accordance with the provisions of Paragraph
(4)(a) hereof for the shorter of a period of one year following
the date of Employee's death or the remainder of the Employment
Period. The Employment Period shall automatically terminate upon
the payment for twelve consecutive months of disability benefits
to Employee (as defined in Paragraph 6 above).
8. Termination for Cause. Upon the occurrence of any of
the events listed below, the Company may terminate the Employee
without further obligation under this Agreement except as to
provisions which survive termination of employment or termination
of this agreement as provided herein:
a) Employee's conviction of any criminal act directly
related to Employee's duties hereunder including without
limitation misappropriation of funds or property of the Company
or a felony criminal act directly related to Employee's duties
hereunder.
b) Employee's misfeasance or malfeasance in office, which
the parties agree shall mean fraud, dishonesty, wilful misconduct
or gross neglect of duties.
c) Breach by Employee of any material provision of this
Agreement.
9. Termination without Cause. In the event Employee is
terminated by the Company for any reason except as set forth at
Paragraph 8 above, he shall continue to be compensated, funded
and reimbursed for the duration of the Employment Period in the
full amounts provided for in Paragraphs 4, 5, 6 and 7 hereof.
10. Termination Upon Change in Control. In the event that
a Change in Control (as defined in Delta's 1993 Incentive Plan,
as amended, or as now or later defined by rules and regulations
of the S.E.C.) of the Company or a sale of all or a majority of
the Company's assets shall occur at any time during the
Employment Period, as a result of which the Board of Directors
appoints a person other than Employee to serve in the capacity
for which Employee is employed hereunder, or as a result of which
Employee shall elect to resign his executive position hereunder,
Employee nevertheless shall be entitled to the benefits of and
subject to all of the terms and conditions set forth herein,
including, without limitation, the right to receive full
compensation, funding and reimbursement as provided in Paragraphs
4, 5, 6 and 7 hereof regardless of whether Employee continues to
perform any services for the Company. In addition, in the event
of any such Change in Control or sale, irrespective of any
resulting termination or resignation, the Company shall
immediately cause all of Employee's then outstanding unexercised
options or warrants, granted under the 1993 Incentive Plan, as
amended, or otherwise, to be exercised by the Company on behalf
of Employee with the Company paying, waiving or otherwise being
responsible for the exercise prices therefore and, in addition,
the Company shall thereupon pay to Employee an amount equal to
the Employee's estimated federal, state and local taxes
applicable to the exercise of said warrants or options. All
shares underlying said options or warrants shall be issued to
Employee immediately thereafter and all shares shall be covered
by and included in an effective S-8 or similar registration
statement filed with the S.E.C. These provisions under this
Paragraph 10 shall survive any termination of this agreement
under any other section hereunder.
11. Notice of Termination. Prior to termination, for any
reason (with or without cause), Employee will be given notice
thereof sufficient to allow Employee to exercise any and all
options granted to Employee under Delta's 1993 Incentive Plan, as
amended, or otherwise, but which notice in any event shall be
given not less than thirty (30) days prior to such termination.
The expiration date of any such options which have not been
exercised and which would expire prior to or within 90 days of
any such termination shall be extended by an additional six
months.
12. Parties in Interest. This Agreement shall be binding
upon, and shall inure to the benefit of the Company and its
successors and assigns and any person acquiring, whether by
merger, consolidation, liquidation, purchase of assets or
otherwise, all or substantially all of the Company's equity or
assets, and business.
13. Choice of Law. It is the intention of the parties
hereto that this Agreement and the performance hereunder and all
suits and special proceedings hereunder be construed in
accordance with and under the laws of the State of Colorado and
that in any action, special proceeding or other proceeding that
may be brought arising out of, in connection with, or by reason
of this Agreement, the laws of the State of Colorado shall be
applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.
14. Severance of Invalid Provisions. In case any one or
more of the provisions, or portions thereof, of this Agreement
should be determined to be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be
affected or impaired thereby.
15. Integrated Agreement. This Agreement shall constitute
the entire agreement between the parties hereto relating to the
Engagement of Employee.
IN WITNESS WHEREOF, Employee has executed this Agreement and
the Company has caused this Agreement to be duly executed on its
behalf by its duly authorized officer, all as of the date first
above written.
DELTA PETROLEUM CORPORATION
By: s/Xxxxxx X. Xxxxxx, Xx.
Authorized Officer
EMPLOYEE:
s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
RATIFIED AND APPROVED BY DELTA
PETROLEUM CORPORATION COMPENSATION
COMMITTEE:
By: s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
s/Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx
