Provision Terms. Title; Reporting Executive’s title will be Senior Vice President, Corporate Secretary and General Counsel.Executive will report to the Chief Executive Officer of the Company or Board of Directors of the Company (the “Board”). Term One year (the “Initial Term”). On the first anniversary of the Initial Term and each anniversary thereafter, the Company may, at its option, extend the term of the Agreement for an additional one year (any such extended term, the “Renewal Term”). Such employment will be “at-will” employment and may be terminated at any time by either party upon written notice. Base Salary $492,000 Annual Bonus Opportunity Executive may be eligible for a discretionary annual cash bonus, subject to the achievement of specific goals and targets as may be determined by the Board in its discretion. Benefits Executive will be eligible to participate in employee benefit plans as in effect from time to time (“Company Benefit Plans”), on the same basis as other similarly-situated executives of the Company. Nonqualified Deferred Compensation Plans Executive will be entitled to continued participation in any nonqualified deferred compensation plans in which he is already a participant. Severance By the Company Without Cause or by Executive for Good Reason during the Initial Term or any Renewal Term, or upon the Company’s non-renewal of the Initial Term or any Renewal Term: • $750,000 cash payment payable in 12 monthly installments in accordance with payroll practices • Payment of vested amounts under nonqualified deferred compensation plans • Accrued rights In the event of termination of Executive’s employment for any other reason, Executive will be entitled to receive any accrued but unpaid Base Salary through the date of termination and will not receive any other payments or benefits. Receipt of severance payments is conditioned upon execution of a release of claims in favor of the Company.
Provision Terms. Position You will be employed as Executive Chairman of Cabot and serve as a member of the Board of Directors of Cabot (the “Board”). Reporting You will report directly and exclusively to the Board. Duties and Authority You will have such duties, authority and responsibilities as are commensurate with your position as Executive Chairman as reasonably assigned by the Board from time to time. Location; Relocation Your principal place of employment will be at Cabot’s headquarters in Houston, Texas. Base Salary Your base salary will be $1,100,000 per year, subject to review annually for increase but not decrease. You acknowledge that if the Board applies a temporary compensation reduction on a uniform basis to all executive officers of Cabot, such reduction may apply to you. Annual Cash Incentive Award During each year of the Employment Period, you will be eligible for an annual cash incentive award with a target opportunity of 130% of annual base salary (the “Target Incentive Opportunity”), which will be payable in accordance with the annual cash incentive plan applicable to other executive officers of Cabot. Your Target Incentive Opportunity will be subject to review annually for increase but not decrease.
Provision Terms. Review for New Peer Group Your compensation and benefits generally will be subject to review for upward adjustment at the same time as other executive officers of Cabot following the Effective Date with respect to fiscal year 2022 to ensure that your compensation and benefits are commensurate with market practices for Cabot’s peer group following the Effective Date. Severance and Termination Provisions Notwithstanding anything to the contrary, prior to the Chairman Succession Date, your removal from, or the failure to appoint, re-elect or re-nominate you to, as applicable, your position as the Executive Chairman of the Board will require the affirmative vote of at least 75% of the full Board. Any termination of your employment by Cabot prior to or upon the expiration of the Employment Period shall be considered a Constructive Termination Without Cause entitling you to the Termination Benefits under the Change in Control Agreement. Your termination of employment with Cabot upon the expiration of the Employment Period shall be considered your retirement for purposes of your then outstanding Cabot equity awards and such awards shall be treated in accordance with the retirement provisions of the Cabot Equity Plans and your award agreements. Your Cabot equity awards that were granted prior to the Effective Time will be treated in accordance with the terms of the Merger Agreement.
Provision Terms. Indemnification; Insurance Cabot will indemnify you and hold you harmless for actions taken in your role as an officer or director of Cabot or any of its subsidiaries to the fullest extent permitted by applicable law. You will continue to be covered by director and officer insurance, both during and after the period of your service to Cabot and its subsidiaries for so long as the potential for liability exists, on terms no less favorable than those applicable to any other executive officers and directors of Cabot. Exhibit B [Change in Control Agreement] CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, made and entered into as of the 10th day of December, 2008 and effective as of December 31, 2008, by and between CABOT OIL & GAS CORPORATION, with its principal office at 0000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxx 00000 (together with its successors and assigns permitted under this Agreement, the "Company"), and Xxx X. Xxxxxx (the "Executive"),
Provision Terms. If authorized, an Encroachment Permit & Revocable License for sidewalk curb zones adjacent to Xxxx Xxxx Way in front of Pier 15 and Pier 17 (the "Curb Zones") (sizes and locations TBD)
Provision Terms. Position You will be employed as President and Chief Executive Officer of Cabot and will serve as a member of the Board of Directors of Cabot (the “Board”). Reporting You will report directly and exclusively to the Board. Duties and Authority You will have such duties, authority and responsibilities as are commensurate with your position as President and Chief Executive Officer of a public company. Location; Relocation Your principal place of employment will be at Cabot’s headquarters in Houston, Texas. You will be required to relocate your primary residence from Denver, Colorado to the Houston metropolitan area as soon as reasonably practicable following the Effective Date. Cabot will provide you with executive-level relocation assistance, including payment of customary moving expenses, real estate brokerage costs, an amount equal to any lost value on the sale of your primary residence in Denver, weekly business travel between Denver and Houston until your relocation is complete and an allowance for temporary housing in Houston for up to six months. Base Salary Your base salary will be $1,125,000 per year, subject to review annually for increase but not decrease. You acknowledge that if the Board applies a temporary compensation reduction on a uniform basis to all executive officers of Cabot, such reduction may apply to you. Annual Cash Incentive Award During each year of the Employment Period, you will be eligible for an annual cash incentive award with a target opportunity of 130% of annual base salary (the “Target Incentive Opportunity”), which will be payable in accordance with the annual cash incentive plan applicable to other executive officers of Cabot. Your Target Incentive Opportunity will be subject to review annually for increase but not decrease.
Provision Terms. Death or Disability Upon termination due to death or Disability, you (or your estate) will be entitled to receive any accrued and unpaid base salary and annual incentive awards, any accrued and unused paid time off, any unreimbursed business expenses and any benefits payable in accordance with the terms of any other benefit plan of Cabot, and all outstanding Cabot equity awards (including any Cimarex equity awards converted in accordance with the Merger Agreement and any Cabot equity awards granted after the Merger) will accelerate and vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the date of your death or Disability). This provision shall apply to all of your Cabot equity awards granted during the Employment Period and any of your Cimarex equity awards converted in accordance with the Merger Agreement, notwithstanding anything to the contrary in the applicable award agreements. Restrictive Covenants For the avoidance of doubt, you will remain subject to the existing perpetual confidentiality covenant and one year post-termination non-competition and non-solicitation covenants contained in the Severance Agreement.
Provision Terms. Purpose and Use of Proceeds The proceeds of the Line may only be used (directly or indirectly) to fund all or a portion of: (i) the cash consideration for permitted acquisitions (any “ROFO Asset” as defined in the Relationship Agreement will be a permitted acquisition), which consideration may include the defeasance or repayment of indebtedness of the acquired person or business, and (ii) profit improving capital expenditures (each, a “Permitted Use”). For greater certainty, the Line may not be used (directly or indirectly) to repay indebtedness (other than of the acquired person or business as set forth above) or make maintenance capital expenditures. Drawdown Notice Period Five business days prior to the date of the proposed borrowing. Maturity Line: ● 5 years from the Closing Date (the “Maturity Date”); provided that if the Lender and its affiliates cease to hold directly or indirectly at least 25% of the voting equity of the Borrower (“Equity Event”) or the MSA is terminated or ceases to be in full force and effect as a result of the termination thereof by the Borrower or its affiliates as a result of a breach thereof by the Lender or any Service Provider as defined in the MSA (an “MSA Event”), the Maturity Date shall be six months from the date of the Equity Event or MSA Event. Each Borrowing: ● the earlier to occur of (i) the second anniversary of such borrowing and (ii) the Maturity Date (each a “Borrowing Maturity Date”). Availability Period From the Closing Date to the third anniversary of the Closing Date, provided, that, for any definitive acquisition agreements entered into prior to the end of the availability period, the availability period with respect to such acquisition shall be extended to the date which is 42 months after the Closing Date. PROVISION TERMS Interest Rates Line: ● Prevailing LIBOR + 3.00% per annum. Miscellaneous: ● LIBOR Interest Periods: 1, 3, 6 or 12 months. ● Default Rate: Interest Rate plus 2.00% per annum on defaulted amounts. Fees Standby Fee: 0.50% per annum. Upfront Fee: 1.00% of commitments as of the Closing Date. Voluntary Prepayments At any time, without premium or penalty, but subject to customary breakage costs (and if in part, by a minimum amount to be agreed). Documentation Principles Except as expressly set out in this Term Sheet, the conditions precedent, representations and warranties, covenants and events of default of the Line will be no more restrictive on the Borrower and its subsidiaries than the equi...
Provision Terms. Mandatory Prepayments The following Mandatory Prepayments (all at par) will be required: ● Asset sales: subject to exceptions to be agreed, 100% of the net cash proceeds received by the Borrower or any of its subsidiaries (which in the case of the subsidiaries is permitted to be distributed to the Borrower for this purpose in accordance with any applicable debt facilities) from non-ordinary course asset sales (such amount to be reduced by the aggregate principal amount of loans or bonds under the debt facilities of the Borrower or any of its subsidiaries required to be prepaid with the proceeds from such asset sales), in each case within fifteen days of the date on which such net cash proceeds are received. ●
Provision Terms. Mandatory Rights Offering The repayment of any borrowing outstanding on any Borrowing Maturity Date including, for the avoidance of doubt, the Maturity Date (but not, for greater certainty, any borrowings which become due and payable as a result of the acceleration (automatic or otherwise) of the borrowings under the Line) shall, at the option of the Lender, be repaid in full with the proceeds of a public rights offering made by the Issuer of its equity securities in an amount equal to the amount to be repaid under the Line; provided that, in respect of any such offering, the Lender or its affiliates shall on customary terms and conditions (including, without limitation, the absence of any default or event of default under the credit agreement for the Line) undertake and commit to back-stop the offer by acquiring all of the unsubscribed equity securities of such offering (at a reasonable discount to the then-prevailing five-day volume weighted average trading price). In any event, the Lender or its affiliates will have the right, but not the obligation, to participate on a pro rata basis (given its affiliates’ equity ownership in the Borrower) in any such issuance of equity securities of the Issuer. Equity securities of the Issuer that are issued pursuant to the preceding paragraph shall be registered under all appropriate U.S. securities laws (including any applicable “blue sky” securities laws). The obligation of Lender to back-stop a public rights offering shall not apply if the Master Services Agreement has been terminated or ceases to be in full force and effect. Security All assets of the Borrower, including a first priority pledge of any equity interests held by the Borrower. PROVISION TERMS Conditions Precedent to Closing Limited to: ● Execution and delivery of customary definitive financing documentation, including documentation required to create and perfect the Security, consistent with Documentation Principles ● Certified copies of organizational documents, authorizing resolutions, specimen signatures, solvency certificates and certificates of good standing ● Required authorizations ● Closing under the merger agreement for the Sponsorship Transaction and execution of the Relationship Agreement and Master Service Agreement ● Customary legal opinions ● Accuracy of representations (but limited in scope to those consistent with the merger agreement related to the Sponsorship Transaction) ● No material adverse change (which will be consistent with t...
