1 exhibit 10.3 release and hold harmless agreement this release and hold harmless agreement (the "agreement") is entered into between marilyn d. wade ("wade"), deas h. warley iii ("warley") and midland resources, inc., a texas corporation ("midland"). ...
1 EXHIBIT 10.3 RELEASE AND HOLD HARMLESS AGREEMENT This Release and Hold Harmless Agreement (the "Agreement") is entered into between Marilyn D. Wade ("Wade"), Deas H. Warley III ("Warley") and Midland Resources, Inc., a Texas corporation ("Midland"). ...
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RELEASE AND HOLD HARMLESS AGREEMENT
This Release and Hold Harmless Agreement (the "Agreement") is entered
into between Marilyn D. Wade ("Wade"), Deas H. Warley III ("Warley") and
Midland Resources, Inc., a Texas corporation ("Midland"). Wade, Warley and
Midland are referred to collectively as the "Parties."
WHEREAS, Midland is in the business of acquiring, operating and
producing oil and gas properties, has its principal executive offices in Harris
County, and is the current or former employer of Wade and Warley;
WHEREAS, Wade and Midland entered into an Employment Agreement
effective March 30, 1998 (the "Employment Agreement"), attached as Exhibit A;
WHEREAS, Wade is currently employed as the Administrative Manager and
Corporate Secretary of Midland at its offices in Houston, Texas and formerly
served as an Executive Assistant reporting to Warley;
WHEREAS, Warley was formerly employed as Midland's President and acted
as Wade's immediate supervisor during the term of his employment, which ended
March 27, 1998;
WHEREAS, Wade made certain allegations after March 27, 1998, against
Warley and Midland, including alleged unlawful employment practices under Title
VII of the Civil Rights Act of 1964 for which Wade claims to have suffered
economic and emotional injury;
WHEREAS, Wade desires to voluntarily resign her employment with
Midland effective upon Midland's contemplated merger with Vista Resources
WHEREAS, Wade has had at least 21 days to consider this Agreement;
WHEREAS, Midland has advised Wade in writing to consult with a lawyer;
WHEREAS, Wade has had an opportunity to consult with independent
counsel with respect to the terms, meaning and effect of this Agreement;
WHEREAS, the Parties desire to resolve this dispute and all related
matters on the following terms in order to avoid the expense, inconvenience and
uncertainty of administrative proceedings and/or litigation. without the
admission of liability or fault on the part of Warley or Midland; and
Release and Hold Harmless Agreement Page 1
WHEREAS, Wade understands that Warley and Midland regard the above
representations by her as material and that Warley and Midland are relying on
those representations in entering into this Agreement.
NOW THEREFORE in consideration of the mutual promises exchanged in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. RESIGNATION. Wade shall resign her employment and all other
positions with Midland concurrently with the consummation of Midland's merger
transaction with Vista Resources Partners. L.P. (the "Resignation Date") and
execute and return to Midland a letter in the form of Exhibit B.
2. WARLEY'S PAYMENT AND REPRESENTATION TO WADE. Warley shall pay,
or cause the payment to Wade, the sum of $100,000.00 by check payable to
"Marilyn D. Wade" upon the last to occur of a) the consummation of the merger
transaction currently being negotiated between Midland and Vista Resources
Partners, L.P. and b) the execution of the Warley Settlement Agreement between
Warley and Midland dated May 22, 1998. Nothing in this Agreement shall prevent
Warley from paying Wade at an earlier date. Warley represents and warrants to
Wade that he has no claim against her for any reason whatsoever, as of the date
3. ACKNOWLEDGMENT OF PAYMENT. Upon receipt of payment by or on
behalf of Warley, Wade shall execute the Acknowledgment of Receipt attached as
Exhibit C and return the original Acknowledgment to Warley with a copy to
4. STOCK OPTION TO WADE. Concurrently with the execution of this
Agreement, Midland agrees to grant Wade options to purchase 137,931 shares of
Midland's common stock in accordance with the Stock Option Agreement attached
as Exhibit D.
5. TERMINATION OF EMPLOYMENT AGREEMENT. Within three (3) business
days after the Resignation Date, Midland shall pay the sum of $56,590.16, less
any amounts required to be withheld by local, state or federal law, by check
payable to "Marilyn D. Wade" in full and final satisfaction of all claims under
the Employment Agreement and other accrued wages, salary or benefits.
6. WADE'S RELEASE OF WARLEY. Upon receipt of Warley's payment
(the "Payment Date"), Wade, for herself, her heirs, assigns, attorneys and
agents, releases, waives and discharges, and agrees to defend, indemnity and
hold harmless, Warley, his heirs, assigns, attorneys and agents, from and
against each and every claim, action or right of any sort, known or unknown,
arising on or before the Payment Date.
7. WADE'S RELEASE OF MIDLAND. Wade, for herself, her heirs,
assigns, attorneys and agents, releases, waives and discharges, and agrees to
defend, indemnify and hold harmless, Midland, its directors, officers,
employees, subsidiaries, affiliates, parent, attorneys and agents from each and
every claim, action or right of any sort, known or unknown, arising on or
before the Effective Date.
Release and Hold Harmless Agreement Page 2
The foregoing release includes, but is not limited to, any claim of
discrimination on the basis of race, sex, marital status, sexual preference,
national origin, handicap or disability, age, veteran status, special disabled
veteran status; any other claim based on a statutory prohibition; any claim
arising out of or related to an express or implied employment contract, any
other contract affecting terms and conditions of employment, or a covenant of
good faith and fair dealing; any tort claims and any personal gain with respect
to any claim arising under the qui tam provisions of any state or federal law.
Wade represents that she understands the foregoing release provision,
that rights and claims under the Age Discrimination in Employment Act of 1967
are among the rights and claims against Midland she is releasing and that she
understands that she is not releasing any rights or claims arising after the
Effective Date. Wade further represents that the payment and stock options
described in paragraphs 2 and 4 are in addition to anything to which she is
entitled from Midland.
8. SCOPE OF CERTAIN PROVISIONS. The Parties expressly agree that
all provisions of paragraphs 6, 7 and 11 of this Agreement shall also apply
applicable to that Party's heirs, assigns and agents, parents, subsidiaries,
affiliates, predecessors, successors, directors, officers, agents, employees,
representatives, attorneys and insurers, past and present.
9. REVOCATION OF AGREEMENT; EFFECTIVE DATE. Wade, at her sole
discretion, may revoke this Agreement on or before the expiration of seven days
after signing it. Revocation shall be in writing and effective upon dispatch to
Midland Resources, Inc.
Attention: Robert R. Donnelly
616 F.M. 1960 West
Houston, Texas 77090-3027
with a copy to:
Deas H. Warley III
Magnolia, Texas 77354-5771
If Wade elects to revoke the Agreement, all of the provisions of the Agreement
and the Stock Option Agreement shall be void and unenforceable. If Wade does
not so elect, the Agreement shall become effective at the expiration of the
revocation period (i.e., on the eighth day after Wade signs the Agreement) (the
The Parties further agree that the Effective Date shall be amended to
the Payment Date of Warley's payment to Wade, if and when such payment is made.
Release and Hold Harmless Agreement Page 3
10. FUTURE EMPLOYMENT. Wade agrees that she will not seek or
accept employment with Midland after the Resignation Date, and acknowledges
that Midland is not obligated to offer employment to her after the Resignation
11. MIDLAND'S INDEMNIFICATION OF WARLEY. In consideration of
Warley's settlement contribution, Midland agrees to defend, hold harmless and
indemnify Warley against any and all further claims, liability or expenses
(including attorney's fees) arising out of any further claims by Wade or anyone
claiming by, through or under Wade, whether caused by Warley's alleged
negligence or otherwise.
12. ENTIRE AGREEMENT. This Agreement and the Stock Option
Agreement embody the entire agreement between the Parties, supersede all prior
agreements and understandings relating to the subject matter hereof, and may be
amended or modified only by an instrument in writing executed jointly by the
13. PLACE OF PERFORMANCE. This Agreement is made and shall be
enforced pursuant to the laws of the State of Texas, and all performance
required by the terms of this Agreement shall take place in Harris County,
14. COSTS AND ATTORNEY'S FEES. The Parties agree that each shall
bear their own costs, expenses and attorney's fees incurred in connection with
the negotiation and execution of this Agreement. In the event of any
administrative or legal proceeding by any Party to enforce or avoid any
provision of this Agreement, the non-prevailing Party shall pay to the
prevailing Party the reasonable costs, expenses and attorney's fees incurred by
the prevailing Party.
15. NO ADMISSION. Wade acknowledges and agrees that this
Agreement is the result of a compromise and shall never be construed as, or
said by her to be, an admission by Midland or Warley of any liability,
wrongdoing, or responsibility, and Midland and Warley expressly disclaim any
such liability, wrongdoing, fault, or responsibility.
16. CONFIDENTIALITY AND NO CONTACT. Wade and Warley shall keep
strictly confidential all the terms and conditions, including negotiations and
amounts, in this Agreement and shall not disclose them to any person other than
her or his spouse, legal and/or financial advisors, government officials who
seek such information in the course of their official duties, or individuals at
Midland responsible for implementing the Agreement, unless compelled by law to
do so. Wade and Warley agree and acknowledge that she or he shall be
responsible under this Agreement for the violation of this paragraph by any
spouse, legal and/or financial advisor to whom she or he discloses information.
Upon inquiry from persons without an interest in the Agreement, Wade
and Warley may only state, "The matter has been resolved. I cannot discuss the
matter any further." Nothing in this paragraph is intended to prevent Wade from
disclosing the fact of her employment with Midland or from describing her
Release and Hold Harmless Agreement Page 4
Warley and Wade each for themselves and their spouses and minor
children as well as their respective heirs, assigns, attorneys and agents,
agree they shall not seek to communicate or have contact with the other, except
with respect to Wade's sending of Exhibit C hereto, either orally, in writing,
or through electronic means, except through their respective counsel.
17. NO PROCEEDINGS. Wade represents that she has not filed or
authorized the filing of any complaints, charges or lawsuits against Midland or
Warley, their predecessors, successors, parents, affiliates, assigns,
attorneys, representatives, agents, directors, officers, or employees with any
federal, state or local court, governmental agency, or administrative agency,
and that if, unbeknownst to Wade, any such complaint has been filed on her
behalf, she will use her best efforts to cause it to immediately be withdrawn
and dismissed with prejudice.
Wade further represents and warrants that she has not assigned,
transferred, sold or pledged or in any manner whatsoever conveyed any right,
title, interest or claim in or to any claim released by this Agreement.
18. CONSTRUCTION. The Parties have cooperated in the preparation
of this Agreement and, hence, the Agreement shall not be interpreted or
construed against or in favor of any Party by virtue of the identity, interest.
or affiliation of its preparer.
19. SEVERABILITY. If any provision of this Agreement or any
document executed in connection with this Agreement is held to be illegal,
invalid or unenforceable under any present or future laws or public policies,
such provisions shall be fully severable and shall in no way affect the
validity or enforceability of this Agreement or any other provision herein.
20. ARBITRATION. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof, shall be settled by
arbitration in Houston, Texas, administered by the American Arbitration
Association in accordance with its applicable arbitration rules and judgment on
the award rendered by the arbitrator(s) may be entered in any court having
DATED: May 22, 1998.
[SIGNATURE PAGE FOLLOWS]
Release and Hold Harmless Agreement Page 5
MARILYN D. WADE MIDLAND RESOURCES, INC.
/s/ Marilyn D. Wade By: /s/ Robert R Donnelly
Marilyn D. Wade Printed Name: Robert R. Donnelly
Date: May 22,1998 Title: President
Date: May 22, 1998
DEAS H. WARLEY III
/s/ Deas H. Warley III
Deas H. Warley III
Date: May 22, 1998
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
Release and Hold Harmless Agreement Page 6
EMPLOYMENT AGREEMENT DATED MARCH 30, 1998
Release and Hold Harmless Agreement Page 7
MIDLAND RESOURCES, INC.
This Employment Agreement is entered into effective the 30th day of
March, 1998 between Midland Resources, Inc. (Employer), a Texas Corporation,
whose principal executive offices are located at 616 FM 1960 West, Suite 600,
Houston, Texas 77090 and Marilyn D. Wade, SSN: ###-##-#### ("Employee") whose
address appears below the signature line for Employee.
Employee is employed as Administrative Manager, or such other position
as Employer may from time to time designate.
Employee shall perform such duties as Employer may from time to time
Employee is employed on a one year binding contract from date of this
Employee shall be paid an amount of not less than $50,000 per year,
payable on the first and fifteenth days of each month.
Except as specifically provided for under Termination Benefits,
Employee shall be entitled to those benefits, including medical, retirement and
Upon termination or separation of employment with or without cause,
Employee shall be paid an amount equal to one year annual salary and in
addition shall be paid $2,205.36, the amount equal to 12 months of Employee
portion of health insurance premiums, and in addition, Employee shall be paid
3% of gross annual salary for retirement benefit, and in addition, Employee
shall be paid $2,884.80, the amount equal to three weeks paid vacation.
Payment of accrued vacation or other
Release and Hold Harmless Agreement 8 Page 8
available days off according to policies and procedures from time to time in
effect, shall not be considered payment of a severance benefit upon
PAYMENT OF SALARY AND BENEFITS
Payment of salary and benefits shall be made within 10 (ten) days
following the occurrence of any of the events described above, in a lump sum
amount, less applicable taxes. At the Employer's election, payment of salary
and benefits shall be in lieu of any or all other severance or termination
benefits otherwise due Employee, other than those required by law.
This Employment Agreement shall be binding upon the Company, its
successors and assigns.
This Employment Agreement shall be performable in, governed by and
interpreted under the laws of the State of Texas, without regard to its
principle of conflicts of law.
This Employment Agreement sets forth the entire agreement between
Employer and Employee regarding the terms and conditions of Employee's
employment and supersedes all other prior agreements, representations and
warranties, between Employer and Employee whether oral or written.
Release and Hold Harmless Agreement 9 Page 9
IN WITNESS WHEREOF the parties have executed this agreement effective
as of the date first written above.
MIDLAND RESOURCES, INC.
By: /s/ Robert R. Donnelly
Name: Robert R. Donnelly
/s/ Marilyn D. Wade
Marilyn D. Wade
12811 Greenwood Forest Dr.
Houston, Tx 77066
Release and Hold Harmless Agreement 10 Page 10
Midland Resources, Inc.
Attn: Robert R. Donnelly, President
616 F.M. 1960 West Suite 600
Houston, Texas 77090-3027
Dear Mr. Donnelly:
As contemplated by the Release and Hold Harmless Agreement between me,
Midland Resources, Inc. and Deas H. Warley III, effective this date I hereby
terminate my employment with Midland Resources, Inc. and all of its
subsidiaries and resign all my positions with Midland Resources, Inc. and all
Marilyn D. Wade
Release and Hold Harmless Agreement 11 Page 11
ACKNOWLEDGMENT OF RECEIPT
Mr. Deas H. Warley III
Magnolia, Texas 77354-5711
Re: Acknowledgment of Receipt
Dear Mr. Warley:
This letter acknowledges that, on the date indicated above, I received
the settlement funds from you as required by the Release and Hold Harmless
Agreement between you, me and Midland Resources, Inc. (the "Agreement").
This letter also amends the Agreement so that the Effective Date of
the Agreement is the date indicated above, for all purposes.
Marilyn D. Wade
cc: Midland Resources, Inc.
Attn: Robert R. Donnelly
616 F.M. 1960 West Suite 600
Houston, Texas 77090-3027
Release and Hold Harmless Agreement 12 Page 12
STOCK OPTION AGREEMENT
Release and Hold Harmless Agreement 13 Page 13
STOCK OPTION AGREEMENT UNDER THE
1996 MIDLAND RESOURCES, INC.
LONG-TERM INCENTIVE PLAN
A Stock Option ("Option") is hereby granted by Midland Resources,
Inc., a Texas corporation ("Company"), to the Key Executive named below
("Optionee"), for and with respect to common stock of the Company, $.001 par
value per share ("Common Stock"), subject to the following terms and
21. TERMS OF OPTION. Subject to the provisions
set forth herein and the terms and conditions of the 1996 Midland Resources,
Inc. Long-Term Incentive Plan ("Plan"), the terms of which are hereby
incorporated by reference, and in consideration of the agreements of Optionee
herein provided, the Company hereby grants to Optionee: an option to purchase
from the Company the number of shares of Common Stock ("Shares") at the
purchase price per share, and with the terms, all as set forth below. THIS
OPTION SHALL BE DEEMED A NON-STATUTORY STOCK OPTION. At the time of exercise
of the Option, payment of the purchase price must be made in cash, or if the
committee ("Committee") of the Board of Directors of the Company charged with
the administration of the Plan in its discretion agrees to so accept, then by
the delivery to the Company of other Common Stock owned by Optionee, valued at
its fair market value on the date of exercise, or in some combination of cash
and such Common Stock so valued.
Name of Optionee: Marilyn D. Wade
Address: 12811 Greenwood Forest Dr., #1716
Houston, Texas 77066
Social Security No.: ###-##-####
Number of Shares Subject to Option: 137,931
Option Price Per Share: $2.6875
Value of Common Stock at Date of Grant: $2.6875
Date of Grant: April 7, 1998
NUMBER EXERCISE PERIOD EXERCISE PERIOD
OF SHARES COMMENCEMENT EXPIRATION
----------------------------- ----------------------------- -----------------------------
137,931 April 7, 1998 April 7, 2003
Accelerated Vesting: Upon notification by the Company of any event
provided for in Section 13 of the Plan, all
options not then exercisable as reflected in
the Exercise Schedule herein shall be
22. EXERCISE. The exercise of the Option is conditioned upon the
acceptance by Optionee of the terms hereof as evidenced by his execution of this
agreement in the space provided therefor at the end hereof and the return of an
executed copy to the Secretary of the Company no later than May 22, 1998.
If Optionee's employment with the Company and all subsidiaries is
terminated for any reason, other than for death or disability, the Option shall
expire on the earlier of 90 days after such termination of employment or the
date the Option expires in accordance with its terms. If Optionee's employment
with the Company and all subsidiaries is terminated due to his disability or
death, the Option shall expire on the earlier of the first anniversary of such
termination of employment or the date the Option expires in accordance with its
terms. During such periods, the Option may be exercised by Optionee with
respect to the same number of shares of Common Stock, in the same manner, and
to the same extent as if Optionee had continued employment during such period
and the option shall be cancelled with respect to all remaining shares of
Common Stock; provided that in the event Optionee shall die at a time when the
Option, or any portion thereof is exercisable by him, the Option shall be
exercisable in whole or in part during the applicable period set forth therein
by a legatee or legatees of the Option under Optionee's will, or by his
executors, personal representatives or distributee, with respect to the number
of shares of Common Stock which Optionee could have purchased hereunder on the
date of his death and the Option shall be cancelled with respect to all
remaining shares of Common Stock.
Written notice of an election to exercise any portion of the Option,
specifying the portion thereof being exercised and the exercise date, shall be
given by Optionee, or his personal representative in the event of Optionee's
death, (i) by delivering such notice at the principal executive offices of the
Company no later than the exercise date, or (ii) by mailing such notice,
postage prepaid, addressed to the Secretary of the Company at the principal
executive offices of the Company at least three business days prior to the
exercise date. As soon as reasonably possible following Stock exercise and
payment by optionee of the purchase price, a certificate representing shares of
Common Stock purchased, registered in the name of the Optionee, shall be
delivered to the Optionee.
The granting of this Option shall impose no obligation upon Optionee
to exercise this Option.
23. ASSIGNABILITY. The Option may be exercised only by Optionee
during his lifetime and may not be transferred other than by will or the
applicable laws of descent or distribution. The Option shall not otherwise be
transferred, assigned, pledged or hypothecated for any purpose whatsoever and
is not subject, in whole or in part, to execution, attachment, by similar
process. Any attempted
Release and Hold Harmless Agreement D-15 Page 15
assignment, transfer, pledge or hypothecation or other disposition of the
Option, other than in accordance with the terms set forth herein, shall be void
and of no effect.
24. STATUS AS SHAREHOLDERS. Neither Optionee nor any other person
entitled to exercise the option under the terms hereof shall be, or have any of
the rights or privileges of, a shareholder of the Company in respect of any of
the shares of Common Stock issuable on exercise of the Option, unless and until
the purchase price for such shares shall have been paid in full and the shares
25. ADJUSTMENT. The aggregate number of shares of Common Stock
subject to his Option, and the purchase price per share of each such Option,
may all be appropriately adjusted as the Board may determine for any increase
or decrease in the number of shares of issued Common Stock resulting from a
subdivision or consolidation of shares, whether through reorganization,
recapitalization, stock split-up, stock distribution or combination of shares,
or the payment of a share dividend or other increase or decrease in the number
of such shares outstanding effected without receipt of consideration by the
Company. If under this Section or any provision of the Plan which requires a
computation of the number of shares of Common Stock subject to this Option, the
number so computed is not a whole number of shares of Common Stock, such number
of shares of Common Stock shall be rounded down to the next whole number.
Adjustments under this Section 5 shall be made according to the sole discretion
of the Board, and its decisions shall be binding and conclusive.
26. DISSOLUTION, MERGER AND CONSOLIDATION. Upon the dissolution
or liquidation of the Company, or upon a merger or consolidation of the Company
in which the Company is not the surviving corporation, each Option granted
hereunder shall expire as of the effective date of such transaction; provided,
however, that the Board shall give at least 30 days prior written notice of
such Option and, subject to prior expiration provided hereunder, each such
Option shall be exercisable after receipt of such written notice and prior to
the effective date of such transaction.
27. TERMINATION AND AMENDMENT OF PLAN. It is expressly agreed and
acknowledged that the Board, without further action on the part of the
shareholders of the Company or the Optionee, may from time to time alter, amend
or suspend the Plan or any Stock Option granted thereunder or may at any time
terminate the Plan, except that, it may not (except to the extent provided in
Section 5 hereof): (i) change the total number of shares of Common Stock
available for grant under the Plan; (ii) extend the duration of the Plan; (iii)
increase the maximum term of Stock Options; or (iv) change the class of
employees eligible to be granted Stock Options under the Plan. Provided,
however, no such action taken by the Board under this Section may materially
and adversely affect any unexercised portion of this Option without the consent
28. APPLICATION OF FUNDS. The proceeds received by the Company
from the sale of Common Stock pursuant to this Option will be used for general
Release and Hold Harmless Agreement D-16 Page 16
29. RIGHT TO TERMINATE EMPLOYMENT. Nothing in the Plan o this
Option shall confer upon Optionee the right to continue in the employment of
the Company or any subsidiary or affect any right which the Company or any
subsidiary may have to terminate the employment of Optionee.
30. LEAVES OF ABSENCE AND DISABILITY. The Board shall be entitle
to make such rules, regulations and determinations as it deems appropriate
under the Plan in respect of any leave of absence taken by or disability of
Optionee. Without limiting the generality of the foregoing, the Board shall be
entitled to determine (i) whether or not any such leaves of absence shall
constitute a termination of employment within the meaning of the Plan, and (ii)
the impact, if any, of any such leave of absence on this Option if Optionee
takes such leave of absence.
31. FAIR MARKET VALUE. Whenever the fair market value of Common
Stock is to be determined hereunder as of given date, such fair market value
a. If the Common Stock is traded on the over-the-counter
market, the average of the mean between the bid and
the asked price for the Common Stock at the close of
trading for the ten (10) consecutive trading days
immediately preceding such given date;
b. If the Common Stock is listed on a national
securities exchange, the average of the closing
prices of the Common stock on the Composite Tape for
the ten (10) consecutive trading days immediately
preceding such given date; and
c. If the Common Stock is neither traded on the
over-the-counter market nor listed on a national
securities exchange, such value as the Board, in good
faith, shall determine.
32. SURRENDER OF AGREEMENT, NOTATION. In the event the Option
shall be exercised in whole, this agreement shall be surrendered to the Company
for cancellation. In the event the Option shall be exercised in part, or a
change in the number or designation of the Common Stock shall be made, this
agreement shall be delivered by Optionee to the Company for the purpose of
making appropriate notation thereon, or of otherwise reflecting, in such manner
as the Company shall determine, the partial exercise or the change in the
number or designation of the Common Stock.
33. WITHHOLDING TAXES. Upon the exercise of this Option, or any
portion hereof, the Company shall have the right to require Optionee to remit
to the Company an amount sufficient to satisfy any federal, state and local
withholding tax requirements prior to the delivery of any certificate or
certificates for shares of Common Stock. Whenever under the Plan payments are
to be made by the Company in cash or by check, such payments shall be net of
any amounts sufficient to satisfy all federal, state and local withholding tax
Release and Hold Harmless Agreement D-17 Page 17
34. ADMINISTRATIVE REGULATIONS. The Option shall be exercised in
accordance with such administrative regulations as the Committee shall from
time to time adopt.
35. NOTICES. Every direction, revocation or notice authorized or
required by the Plan or this Option shall be deemed delivered to the Company
a. on the date it is personally delivered to the Secretary of the Company at
its principal executive offices or b. three business days after it is sent by
registered or certified mail, postage prepaid, addressed to the Secretary at
such offices; and shall be deemed delivered to Optionee (a) on the date it is
personally delivered to Optionee or (b) three business days after it is sent by
registered or certified mail, postage prepaid, addressed to Optionee at the last
address shown for him or her on the records of the Company.
36. TEXAS LAWS. The Option and this agreement shall be construed,
administered and governed in all respects under and by the laws of the State of
37. RESTRICTIONS, SECURITIES LAWS. Neither the Option nor the
Shares of Common Stock to be received upon the exercise thereof have at the
date of grant been registered pursuant to the Securities Act of 1933
("Securities Act"), as amended or any state securities laws. The Shares
issuable upon exercise of the Option may not be transferred, sold or otherwise
disposed of without registration under the Securities Act and any applicable
state security laws, or exemption therefrom. The Shares issuable upon the
exercise of the Option will not be transferred on the records of the Company
and new certificates issued unless evidence satisfactory to the Company is
presented that such transfer will not be a violation of the Securities Act or
any applicable state securities laws, and to evidence such restriction each
certificate of Common Stock issued to Optionee shall bear the following or
similar restrictive legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or
the securities laws of any state, pursuant to one or more
exemptions therefrom. Such shares may not be sold,
transferred or otherwise disposed of in the absence of any
such registration unless the Company is furnished with an
opinion of counsel reasonably satisfactory to the Company to
the effect that such transfer is exempt from registrations
under such laws."
MIDLAND RESOURCES, INC.
Wayne M. Whitaker, Chairman
Release and Hold Harmless Agreement D-18 Page 18
The undersigned hereby accepts the foregoing Option and the terms and
Marilyn D. Wade
Release and Hold Harmless Agreement D-19 Page 19