EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and effective this 30th day
of December, 1983 by and between Seagull Energy Corporation, a Texas corporation
having its principal place of business in Houston, Xxxxxx County, Texas
("Company") and Xxxxx X. Xxxx, an individual currently residing at 0000 Xxxxx
Xxxxxxxx, Xxxxx, Xxxxxxxx ("Galt").
W I T N E S S T H: WHEREAS, the Company is desirous of employing Galt in an
executive capacity on the terms and conditions, and for the consideration,
hereinafter set forth and Galt is desirous of entering the employ of the Company
on such terms and conditions and for such consideration; NOW, THEREFORE, for and
in consideration of the mutual promises, covenants, and obligations contained
herein, Company and Galt agree as follows:
ARTICLE 1: EMPLOYMENT AND DUTIES
1.1 Company agrees to employ Galt and Galt agrees to be employed by
Company, beginning as of the effective date of this Agreement and continuing for
the period of time set forth in Article 2 of this Agreement, subject to the
terms and conditions of this Agreement.
1.2 On the effective date of this Agreement, the Company shall cause Galt
to be appointed Chief Executive Officer and elected a member of the Board of
Directors, and Chairman of the Board of Directors, of the Company. Company shall
maintain Galt in such positions, or in such other positions as the parties
mutually may agree, for the full term of Galt's employment hereunder.
1.3 Galt agrees to serve as Chief Executive Officer, Director and Chairman
of the Board of Directors of Company and to perform diligently and to the best
of his abilities the duties and services appertaining to such offices as set
forth in the Bylaws of the Company, as well as such additional duties and
services appropriate to such offices which he from time to time may be
reasonably directed to perform by the Board of Directors of the Company.
1.4 Galt agrees, during the period of his employment by Company, to devote
his entire time, energy and best efforts to the business and affairs of the
Company and not to engage, directly or indirectly, in any other business or
businesses, whether or not similar to that of the Company, except with the
consent of the Board of Directors. The foregoing notwithstanding, the parties
recognize and agree (i) that Galt may engage in passive personal investments and
other business activities that do not conflict with the business and affairs of
the Company or interfere with Galt's performance of his duties hereunder, and
(ii) that during the period of time from the effective date of this Agreement
until April 1, 1984, Galt will devote such time as he finds necessary to
fulfilling and completing to the extent possible his obligations as Chapter 11
Trustee for Nucorp Energy, Inc. and affiliated companies, and that periodically
after said date he will be required to devote a limited amount of time to such
activities until he is finally discharged as such Trustee by a Court of
competent jurisdiction.
ARTICLE 2: TERM AND TERMINATION OF EMPLOYMENT
2.1 Unless sooner terminated pursuant to other provisions hereof, Company
agrees to employ Galt for a period beginning with the effective date of this
Agreement and terminating December 31, 1986. Beginning December 31, 1984, said
term of employment shall be extended automatically as of each December 31 for
successive one (1) year periods until such time, prior to December 31 of any
year during the term of employment, as either party shall give written notice to
the other that no further such automatic extensions shall occur, in which event
Galt's employment shall terminate on December 31 of the second calendar year
following such notice.
2.2 Notwithstanding the provisions of paragraph 2.1, Company shall have the
right to terminate Galt's employment under this Agreement at any time for any of
the following reasons:
(i) upon Galt's death;
(ii) upon Galt's becoming incapacitated by accident, sickness or other
circumstance which renders him mentally or physically incapable of
performing the duties and services required of him hereunder for a
period of at least 120 consecutive days or for a period of 180
business days during any twelve (12) month period;
(iii)for cause, which for purposes of this Agreement shall mean Galt's
gross negligence or willful misconduct in performance of the duties
and services required of him pursuant to this Agreement, or Galt's
final conviction of a felony or of a misdemeanor involving moral
turpitude;
(iv) for Galt's material breach of any material provision of this Agreement
which, if correctable, remains uncorrected for thirty (30) days
following written notice to Galt by the Company of such breach; or
(v) for any other reason whatsoever, in the sole discretion of the Board
of Directors of the Company.
2.3 Notwithstanding the provisions of paragraph 2.1, Galt shall have the
right to terminate his employment under this Agreement at any time for any of
the following reasons:
(i) the assignment to Galt by the Board of Directors of duties materially
inconsistent with the duties of the Company's Chief Executive Officer
as such duties are constituted as of the effective date of this
Agreement;
(ii) the failure of the Company to elect or appoint, or to re-elect or
reappoint, Galt to the offices described in paragraph 1.2 of this
Agreement;
(iii)the occurrence of a "change of control." For purposes of this
paragraph 2.3(iii), a "change of control" shall be deemed to have
occurred if:
(i) any person (other than Galt, the Company, Xxx X. Xxxxxxx and/or
Finial Investment Corporation) including a "group" as determined
in accordance with Section 13(d)(3) of the Securities Exchange Act
of 1934, becomes the beneficial owner of shares of the Company
having 40% or more of the total number of votes that may be cast
for the election of directors of the Company; or
(ii) as a result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the foregoing
transactions (a "Transaction"), the persons who were directors of
the Company before the Transaction shall cease to constitute a
majority of the Board of Directors of the Company or any
successor to the Company;
(iv) a material breach by the Company of any material provision of this
Agreement which, if correctable, remains uncorrected for thirty (30)
days following written notice of such breach by Galt to the Company;
or
(v) for any other reason whatsoever, in the sole discretion of Galt.
2.4 If the Company or Galt desires to terminate Galt's employment hereunder
at any time prior to expiration of the term of employment as provided in
paragraph 2.1, it or he shall do so by giving written notice to the other party
that it or he has elected to terminate Galt's employment hereunder and stating
the effective date and reason for such termination, provided that no such action
shall alter or amend any other provisions hereof or rights arising hereunder.
Such notice shall also, to the extent material to any right or obligation
hereunder, constitute notice under paragraph 2.1 of the discontinuance of any
further automatic extensions of the term of paragraph 2.1.
ARTICLE 3: COMPENSATION AND BENEFITS
3.1 Base Salary. During the period beginning with the effective date of
this Agreement and ending on Xxxxx 00, 0000, Xxxx shall receive a base salary of
$10,000 per month. Beginning April 1, 1984, and continuing for the remainder of
the term of Galt's employment, Galt shall receive a base salary at the rate of
$250,000 per calendar year, or such larger sum as may be fixed by the Board of
Directors of the Company in its sole discretion, payable in equal installments
not less often than monthly. The Compensation Committee of the Board of
Directors of the Company shall make an annual review and recommendation to the
Board regarding possible increases in Galt's base salary compensation.
3.2 Stock Grant. Effective January 2, 1984, the Company will grant to Galt
in lieu of a cash bonus of thirty thousand (30,000) shares of the Company's
common stock in consideration of Galt's agreement to become an employee of the
Company and to execute this Agreement. Seven thousand five hundred (7,500) of
such shares will be transferred free of any restriction. The remaining
twenty-two thousand five hundred (22,500) shares of such stock will be subject
to the restrictions and other terms and conditions set forth in Exhibit A,
"Restricted Stock Agreement," attached to, and forming a part of, this
Agreement.
3.3 Stock Options. As additional compensation, the Company has granted, or
shall grant, to Galt the following stock options:
(i) 1983 Incentive Stock Option - On the effective date of this Agreement,
Company shall execute and deliver to Galt a ten (10) year option,
under the "Seagull Energy Corporation 1981 Nonqualified and Incentive
Stock Option Plan," to purchase up to 6,100 shares of the Company's
common stock (being the maximum number of shares which may be optioned
to Galt as of the effective date hereof under an incentive stock
option plan pursuant to section 422A of the Internal Revenue Code).
The form, price and other terms and conditions of such option are set
forth in Exhibit B, "Incentive Stock Option Agreement," attached to,
and forming a part of, this Agreement.
(ii) 1984 Incentive Stock Option - Effective January 2, 1984, the Company
shall execute and deliver to Galt a ten (10) year option, under the
"Seagull Energy Corporation 1981 Nonqualified and Incentive Stock
Option Plan," to purchase an additional number of shares of the
Company's common stock, being the maximum number of shares which may
be optioned to Galt at such time under an incentive stock option plan
pursuant to section 422A of the Internal Revenue Code. The form, price
and other terms and conditions of such option shall be substantially
in accordance with Exhibit C, "Incentive Stock Option Agreement,"
attached to, and forming a part of, this Agreement.
(iii)Non-Qualified Stock Option - Effective January 2, 1984, the Company
shall execute and deliver to Galt a ten (10) year option, under the
"Seagull Energy Corporation 1983 Stock Option Plan," to purchase up to
107,800 shares of the Company's common stock (being 120,000 shares
less the total number of shares to be optioned under the 1983
Incentive Stock Option and the 1984 Incentive Stock Option pursuant to
subparagraphs 3.3(i) and (ii) above). The form, price and other terms
and conditions of such option are set forth in Exhibit D,
"Nonqualified Stock Option Agreement," attached to, and forming a part
of, this Agreement. If the Seagull Energy Corporation 1983 Stock
Option Plan is not approved by the shareholders of the Company within
one year after the date of this Agreement, the Company shall replace
such option with a comparable benefit that provides for Galt
substantially the same opportunity for realizing economic gain, when
viewed prospectively from the date hereof (e.g., a "phantom" stock
grant).
3.4 Life Insurance. The Company will provide, or cause to be provided, to
Galt, at no cost to Galt, five hundred thousand dollars ($500,000), of term life
insurance coverage payable to a beneficiary to be designated in writing by Galt.
Notwithstanding the foregoing, however, if Galt fails to qualify medically for
such insurance coverage at standard rates for his age group, Company shall not
be required to provide such coverage unless Galt pays the cost of such coverage
that is in excess of the standard rate cost. Such insurance, including
replacement or substitute policies therefor, shall be maintained for the same
period as Galt's compensation hereunder is continued pursuant to Article V
hereof.
3.5 Incentive Compensation Program. Galt shall be entitled to participate
in an executive incentive compensation program to be formulated and instituted
by the Company as soon as reasonably practicable after the effective date of
this Agreement, based upon the advice of a compensation consultant to be
retained by the Company. Such incentive compensation program will be effective
for calendar year 1984 and is expected to be based upon a mixture of objective
criteria and subjective judgment by members of the Board of Directors concerning
employee performance.
3.6 Payment In Lieu of 1984 Thrift Plan Contribution. Galt will not be
eligible to participate in the Seagull Energy Corporation Thrift Plan until such
time as he has satisfied the eligibility requirements for such Plan. In lieu of
Galt's participation in such Plan prior to satisfying such eligibility
requirements, the Company agrees to pay Galt, in January of 1985, a one-time
payment equal to six percent (6%) of Galt's cash compensation taxable for
federal income tax purposes received from the Company during the calendar year
1984.
3.7 Vacation and Sick Leave. During each year of his employment, Galt shall
be entitled to vacation and sick leave benefits equal to the maximum available
to any Company employee, without regard to the period of service that might
otherwise be necessary to entitle Galt to such vacation or sick leave under
standard Company policy.
3.8 Other Perquisites. During his employment hereunder, Galt shall be
afforded the following benefits as incidences of his employment:
(i) Company automobile - the Company will provide to Galt for his personal
and business use a top-of-the-line automobile, and shall provide, or
reimburse Galt for, maintenance and insurance (liability and collision
coverage insuring both the Company and Galt and covering both business
and personal use) for such automobile. Such automobile shall be owned
or leased by the Company, or an affiliate of the Company, and, if
requested by Galt, shall be replaced not less frequently than each
three (3) years.
(ii) Business and entertainment expenses - the Company will reimburse Galt
for, or pay on behalf of Galt, reasonable and appropriate expenses
incurred by Galt for business related purposes, including dues and
fees to industry and professional organizations, costs of
entertainment and business development, and costs reasonably incurred
as a result of Galt's wife accompanying Galt on business travel.
(iii)Club memberships - in addition to the other business and entertainment
expenses reimbursable pursuant to subparagraph 3.8(ii) above, the
Company shall pay membership fees, dues and assessments for (a) Galt's
current memberships in the Eldorado Country Club and Castle Pines
Country Club, (b) one country club located in Xxxxxx County, Texas, to
be selected by Galt, (c) one luncheon club located in Houston, Texas,
to be selected by Galt, (d) one luncheon club located outside of
Houston, Texas, to be selected by Galt, and, (e) such other luncheon
or country club memberships as the Compensation Committee of the Board
of Directors of the Company may deem to be justified by
business usage. The foregoing notwithstanding, the Company shall not
be obligated to buy from Galt, or to reimburse Galt for the price of,
his membership in any club of which Galt is a member as of the
effective date of this Agreement.
(iv) Annual physical examination - the Company shall pay for the cost of an
annual physical examination to be conducted by a doctor or clinic of
Galt's choosing in Houston, Texas.
(v) Parking - the Company shall provide at no expense to Galt a parking
place convenient to Galt's office.
(vi) Other Company benefits - Galt and, to the extent applicable, Galt's
family, dependents and beneficiaries, shall be allowed to participate
in all benefits, plans and programs, including improvements or
modifications of the same, which are now, or may hereafter be,
available to similarly-situated Company employees. Such benefits,
plans and programs may include, without limitation, profit sharing
plan, thrift plan, health insurance or health care plan, life
insurance, disability insurance, pension plan, and the like. The
Company shall not, however, by reason of this paragraph be obligated
to institute, maintain, or refrain from changing, amending or
discontinuing, any such benefit plan or program, so long as such
changes are similarly applicable to executive employees generally.
The perquisites provided in this paragraph 3.8 (except subparagraph 3.8(ii))
shall be provided for the same period as Galt's compensation hereunder is
continued pursuant to Article V hereof; provided, however, that to the extent
that any benefit cannot be continued during a period when Galt is not an
employee of the Company, the Company shall pay Galt an amount equal to the
economic value of such benefit.
ARTICLE 4: HOUSING ARRANGEMENTS
4.1 Temporary Housing. From the effective date of this Agreement, and
continuing until Galt relocates his permanent residence to Houston, Texas, or
until September 30, 1984, whichever is the earlier, the Company will provide
Galt with a furnished apartment, utilities paid, in Houston, Texas, and, during
the same period, will pay for travel, including air travel, between Houston and
Tulsa, Oklahoma by Galt and his wife.
4.2 Moving Expenses. Company will pay, or reimburse Galt for, all
reasonable expenses incurred by Galt in the course of moving his principal
residence, family and goods from Tulsa, Oklahoma, to Houston, Texas, including
packing, storage and cartage.
4.3 Loan and Note. Upon purchase by Galt of a principal residence in
Houston, during the term of this Agreement, the Company will lend to Galt a sum
of money equal to one-half the cost of such principal residence, including not
only the cost of acquiring such residence but all costs and expenses incurred by
Galt in improving, remodeling, enlarging and decorating same (hereinafter
"Acquisition Cost"), or Three Hundred Thousand dollars ($300,000) whichever is
the lesser. Such loan shall be evidenced by, and subject to the terms and
conditions of, a promissory note (hereinafter "Note") from Galt payable to the
order of Company and bearing interest at the rate of six percent (6%) per annum.
Interest only shall be payable on said Note for the first three (3) years, after
which said Note shall be payable in ten (10) equal annual installments of
principal, each such principal payment to be accompanied by payment of all then
accrued interest. Such loan and Note shall be secured by a second lien deed of
trust (hereinafter "Deed of Trust") on Galt's Houston residence, or any
replacement residence, such Deed of Trust to be in customary form. In the event
of termination of Galt's employment hereunder by the Company pursuant to
paragraphs 2.2(iii) or (iv) or by Galt pursuant to paragraph 2.3(v), such Note
shall accelerate and be fully payable six (6) months following such termination.
ARTICLE 5: EFFECT OF TERMINATION ON COMPENSATION
5.1 By Expiration. If Galt's employment hereunder shall terminate upon
expiration of the term provided in paragraph 2.1 hereof as the same may have
been automatically extended from time to time, then:
(i) all compensation and all benefits to Galt hereunder shall terminate
contemporaneously with termination of his employment; and
(ii) the rights and obligations of Galt pursuant to Exhibits A through D to
this Agreement, and pursuant to said Note and said Deed of Trust shall
be specifically as provided in such instruments.
This paragraph 5.1 shall not be applicable in the event of termination of
employment prior to the expiration of the term provided in paragraph 2.1 hereof
(as same may have been automatically extended from time to time) pursuant to
paragraphs 2.2 or 2.3 hereof.
5.2 By Company. If Galt's employment hereunder shall be terminated by the
Company prior to expiration of the term provided in paragraph 2.1 hereof as the
same may have been automatically extended from time to time, then, upon such
termination, regardless of the reason therefor, all compensation and all
benefits to Galt hereunder shall terminate contemporaneously with the
termination of such employment, except that:
(i) the rights and obligations of Galt pursuant to Exhibits A through D to
this Agreement, and pursuant to said Note and said Deed of Trust shall
be specifically as provided in such instruments; and
(ii) if such termination shall be for any reason other than those
encompassed by paragraphs 2.2(iii) or (iv), then Galt's compensation
and benefits pursuant to paragraphs 3.1 and 3.4 and subparagraphs
3.8(i), (iii), (iv), (v) and (vi) shall continue for the balance of
such term.
5.3 By Galt. If Galt's employment hereunder shall be terminated by Galt
prior to expiration of the term provided in paragraph 2.1 hereof as the same may
have been automatically extended from time to time, then, upon such termination,
regardless of the reason therefor, all compensation and benefits to Galt
hereunder shall terminate contemporaneously with the termination of such
employment, except that:
(i) the rights and obligations of Galt pursuant to Exhibits A through D to
this Agreement, and pursuant to said Note and said Deed of Trust shall
be specifically as provided in such instruments;
(ii) if such termination shall occur within twelve months following the
occurrence prior to April 1, 1984 of a "change of control" as defined
in paragraph 2.3(iii), then Galt's compensation and benefits pursuant
to paragraphs 3.1 and 3.4 and subparagraphs 3.8(i), (iii), (iv), (v)
and (vi) shall continue until October 31, 1984 or the last day of the
sixth full month following such termination of employment, whichever
is later;
(iii)if such termination shall occur within twelve months following the
occurrence subsequent to March 31, 1984, of a "change of control" as
defined in paragraph 2.3(iii) then Galt's compensation and benefits
pursuant to paragraphs 3.1 and 3.4 and subparagraphs 3.8(i), (iii),
(iv), (v) and (vi) shall continue for the balance of such term; and
(iv) if such termination shall be pursuant to paragraphs 2.3(i), (ii), or
(iv) then Galt's compensation and benefits pursuant to paragraphs 3.1
and 3.4 and subparagraphs 3.8(i), (iii), (iv), (v) and (vi) shall
continue for the balance of such term.
ARTICLE 6: CONFIDENTIAL INFORMATION
6.1 Company Information. Galt acknowledges that the Company's business is
highly competitive and that the Company's books, records and documents, the
Company's technical information concerning its products, equipment, services and
processes, procurement procedures and pricing techniques, the names of and other
information (such as credit and financial data) concerning the Company's
customers and business affiliates, all comprise confidential business
information and trade secrets of the Company which are valuable, special, and
unique assets of the Company, which the Company uses in its business to obtain a
competitive advantage over the Company's competitors which do not know or use
this information. Galt further acknowledges that protection of the Company's
confidential business information and trade secrets against unauthorized
disclosure and use is of critical importance to the Company in maintaining its
competitive position. Accordingly, Galt hereby agrees that he will not, at any
time during or after his employment by the Company, make any unauthorized
disclosure of any confidential business information or trade secrets of the
Company, or make any use thereof, except for the benefit of, and on behalf of,
the Company. For the purposes of this paragraph, the term "Company" shall also
include affiliates of the Company.
6.2 Third Party Information. Galt acknowledges that, as a result of his
employment by the Company, he may from time to time have access to, or knowledge
of, confidential business information or trade secrets of third parties, such as
customers, suppliers, partners, joint venturers, and the like, of the Company.
Galt agrees to preserve and protect the confidentiality of such third party
confidential information and trade secrets to the same extent, and on the same
basis, as Company confidential business information and trade secrets.
6.3 Information of Prior Employers. Galt agrees not to disclose to the
Company, or to use on behalf of the Company, any confidential business
information or trade secrets of any of Galt's prior employers.
6.4 Return of Documents. All written materials, records and other documents
made by, or coming into the possession of, Galt during the period of his
employment by the Company which contain or disclose Company confidential
business information or trade secrets shall be and remain the property of the
Company. Upon termination of Galt's employment by the Company, for any reason,
he promptly shall deliver the same, and all copies thereof, to the Company.
ARTICLE 7: INVENTIONS AND DISCOVERIES
7.1 Galt agrees promptly and freely to disclose to the Company, in writing,
any and all ideas, conceptions, inventions, improvements, and discoveries,
whether patentable or not, which are conceived or made by Galt, solely or
jointly with another, during the period of his employment by Company and which
are related to the business or activities of Company. Galt agrees to assign and
hereby does assign to Company all his interest in said ideas, conceptions,
inventions, improvements, and discoveries. Galt agrees that, whenever requested
to do so by Company, he shall execute any and all applications, assignments or
other instruments that Company shall deem necessary, in its sole discretion, to
apply for and obtain protection, including patent protection, for said ideas,
conceptions, inventions, improvements and discoveries in all countries of the
world. The obligations in the preceding sentence shall continue beyond the
termination of Galt's employment regardless of the reason for such termination.
7.2 Galt represents that he has not heretofore made any invention or
discovery related to the Company's business which he wishes to exclude from the
provisions of paragraph 7.1 above.
7.3 As used in this Article 7, "Company" shall include affiliates of the
Company.
ARTICLE 8: NON-COMPETITION
8.1 As part of the consideration for the compensation to be paid to Galt
hereunder, and as an additional incentive for the Company to enter into this
Agreement, Galt hereby agrees that he will not at any time during his employment
by the Company, or at any time following his employment by the Company while he
is still receiving base salary compensation from the Company pursuant to
paragraph 3.1 or Article V above, directly or indirectly, for himself or for
others, in any state of the United States or in any foreign country where the
Company or any of its affiliates is then conducting any business, or has, during
the previous twelve (12) months, conducted any business:
(i) engage in any business similar to or competitive with that conducted
by the Company or its affiliates;
(ii) render advice or services to, or otherwise assist, any other person or
entity who is engaged, directly or indirectly, in any business similar
to, or competitive with, the business conducted by the Company or its
affiliates;
(iii)transact any business in any manner pertaining to suppliers or
customers of the Company or any affiliate which, in any manner, would
have, or is likely to have, an adverse effect upon the Company or any
affiliate; or,
(iv) induce any employee of the Company or any affiliate to terminate his
or her employment with the Company or such affiliate.
8.2 Galt understands that the foregoing restrictions may limit his ability
to engage in a business similar to the Company's business anywhere in the world
during any time when he is receiving base salary compensation from the Company
pursuant to paragraph 3.1 or Article V above, but acknowledges that he will
receive sufficiently high remuneration and other benefits from the Company
hereunder to justify such restriction. The Company and Galt agree that the
Company's remedy for breach of the provisions of this Article 8 shall be, and
shall be limited to, termination of all compensation and all benefits to Galt
otherwise provided under this Agreement.
8.3 It is expressly understood and agreed that the Company and Galt
consider the restrictions contained in paragraphs 8.1 above to be reasonable and
necessary for the purposes of preserving and protecting the good will and
proprietary information of the Company. Nevertheless, if any of the aforesaid
restrictions are found by a court having jurisdiction to be unreasonable, or
over broad as to geographic area or time, or otherwise unenforceable, the
parties intend for the restrictions therein set forth to be modified by such
court so as to be reasonable and enforceable and, as so modified by the court,
to be fully enforced.
ARTICLE 9: MISCELLANEOUS
9.1 Notices. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Company to: Seagull Energy Corporation
First International Plaza
Suite 2000
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Corporate Secretary
If to Galt to: Xx. Xxxxx X. Xxxx
0000 Xxxxx Xxxxxxxx
Xxxxx, Xxxxxxxx 00000
or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt.
9.2 Applicable Law. This contract is entered into under, and shall be
governed for all purposes by, the laws of the State of Texas.
9.3 No Waiver. No failure by either party hereto at any time to give notice
of any breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
9.4 Severability. If a court of competent jurisdiction determines that any
provision of this Agreement is invalid or unenforceable, then the invalidity or
unenforceability of that provision shall not affect the validity or
enforceability of any other provision of this Agreement, and all other
provisions shall remain. in full force and effect.
9.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.
9.6 Withholding of Taxes. Company may withhold from any benefits payable
under this Agreement all federal, state, city or other taxes as may be required
pursuant to any law or governmental regulation or ruling.
9.7 Headings. The paragraph headings have been inserted for purposes of
convenience and shall not be used for interpretive purposes.
9.8 Affiliate. As used in this Agreement, "affiliate" shall mean. any
entity which owns or controls, is owned or controlled by, or is under common
ownership or control with, the Company.
9.9 Assignment. This Agreement, and the rights and obligations of the
parties hereunder, are personal and neither this Agreement, nor any right,
benefit or obligation of either party hereto, shall be subject to voluntary or
involuntary assignment, alienation or transfer, whether by operation of law or
otherwise, without the prior written consent of the other party.
9.10 Term. This Agreement has a term co-extensive with the term of
employment as defined in paragraph 2.1. Termination shall not affect any right
or obligation of any party which is accrued or vested prior to such termination.
9.11 Entire Agreement. This Agreement, together with the Exhibits hereto,
constitutes the entire agreement of the parties with regard to the subject
matter hereof, and contains all the covenants, promises, representations,
warranties and agreements between the parties with respect to employment of Galt
by the Company. Each party to this Agreement acknowledges that no
representation, inducement, promise or agreement, oral or written, has been made
by either party, or by anyone acting on behalf of either party, which is not
embodied herein, and that no agreement, statement, or promise relating to the
employment of Galt by the Company, which is not contained in this Agreement or
the Exhibits hereto, shall be valid or binding. Any modification of this
Agreement will be effective only if it is in writing and signed by the party to
be charged.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the day and year first above written.
SEAGULL ENERGY CORPORATION
By:
Its:
XXXXX X. XXXX
AMENDMENT TO EMPLOYMENT AGREEMENT
WHEREAS, Seagull Energy Corporation ("Company") and Xxxxx X. Xxxx ("Galt")
have heretofore entered into an Employment Agreement ("Agreement"), effective as
of December 30, 1983; and
WHEREAS, Section 3.4 of the Agreement obligates the Company to provide
certain term life insurance coverage to Galt during the term of the Agreement;
and
WHEREAS, the Company and Galt desire to enter into an agreement regarding
the provision of insurance coverage for Galt, effective as of January 1, 1987,
and in satisfaction of the Company's obligations under Section 3.4 of the
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Commencing as of February 9, 1987 and during each year that the
Agreement is in force and effect, the Company agrees to tender annual premiums
in the amounts established pursuant to Schedule A attached hereto and made a
part hereof to the Philadelphia Life Insurance Company to be applied by such
company to increase the cash value of Flexible Premium Adjustable Life Insurance
Policy Number 7226596.
2. Galt agrees that payment of the premiums by the Company as specified in
Item 1 above will constitute full and complete performance by the Company of its
obligations under Section 3.4 of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed this ____ day of ____________, 1987.
SEAGULL ENERGY CORPORATION
By:
Xxx X. Xxx, Vice President,
Finance & Administration
Xxxxx X. Xxxx
SCHEDULE A
Philadelphia Life Insurance Company
Policy No: 7226596; Insured: Xxxxx X. Xxxx; Owner: Xxxxxxx X. Xxxx
Annual Payment by Seagull Energy Corporation
Due Date Amount Age of Xx. Xxxx
2-9-87 $ 2,000.00 53
2-9-88 2,190.00 54
2-9-89 2,395.00 55
2-9-90 2,610.00 56
2-9-91 2,825.00 57
2-9-92 3,040.00 58
2-9-93 3,255.00 59
2-9-94 3,470.00 60
2-9-95 3,760.00 61
2-9-96 4,190.00 62
2-9-97 4,770.00 63
2-9-98 5,490.00 64
2-9-99 6,355.00 65
2-9-00 7,225.00 66
2-9-01 8,100.00 67
2-9-02 8,990.00 68
2-9-03 9,885.00 69
2-9-04 11,000.00 70
2-9-05 12,520.00 71
2-9-06 14,520.00 72
2-9-07 17,055.00 73
2-9-08 20,235.00 74
2-9-09 24,060.00 75
2-9-10 28,510.00 76
2-9-11 33,570.00 77
2-9-12 36,730.00 78
2-9-13 40,080.00 79
2-9-14 43,565.00 80
