Exhibit 10.13
SUPPLEMENTAL RETIREMENT INCOME AGREEMENT OF
DEVON ENERGY CORPORATION
AND XXXX X. XXXXXXX
(Execution Date: March 26, 1997)
SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
THIS SUPPLEMENTAL RETIREMENT INCOME AGREEMENT by and
among DEVON ENERGY CORPORATION (NEVADA), a Nevada corporation
("Devon"), DEVON ENERGY CORPORATION, an Oklahoma corporation
("Devon Energy") and XXXX X. XXXXXXX, an individual (the
"Executive") dated this 26th day of March, 1997 (the "Agree-
ment").
WITNESSETH:
WHEREAS, Devon and Devon Energy are herein collec-
tively referred to as the "Company" and references herein to
the Company shall be applicable to both Devon Energy and Devon
unless stated to the contrary; and
WHEREAS, the Executive has been an employee of
either the Company or Devon for over 25 years; and
WHEREAS, the Executive has been a key management
employee of Devon Energy and Devon, including serving as
President and Chairman; and
WHEREAS, the Executive intends to retire as an
employee of the Company effective April 30, 1997, but the
Executive agrees to continue as Chairman of the Board of Devon
Energy if requested by its Board of Directors ; and
WHEREAS, the Company desires to provide a "supple-
mental retirement income" pursuant to the terms of this Agree-
ment.
NOW, THEREFORE, in consideration of the covenants,
provisions and other valuable consideration, the receipt of
which is hereby acknowledged by the Executive, the parties
hereto agree as follows:
1. Supplemental Retirement Income. The Executive
will retire as an employee of the Company effective April 30,
1997. Upon his retirement, Devon Energy shall pay to the
Executive the annual supplemental retirement income of $180,-
000 (the "Supplemental Retirement Income") provided the Execu-
tive remains continuously employed by either Devon Energy or
Devon until April 30, 1997. The Supplemental Retirement
Income will be paid in equal monthly installments of $15,000
commencing May 1, 1997 and continuing thereafter for the life
of the Executive.
2. Death of the Executive. Upon the death of the
Executive Devon Energy shall pay to the Executive's spouse,
Xxxx X. Xxxxxxx, if then surviving, the annual sum of $100,000
payable in equal monthly installments of $8,333, commencing as
of the 1st day of the month following the date of the Execu-
tive's death with payments to continue thereafter for her
life. After the death of the Executive and his spouse, Xxxx
X. Xxxxxxx, no further benefits of any kind will be paid under
this Agreement.
3. Termination of Employment Prior to April 30,
1997. In the event that the Executive terminates employment
for any reason, other than death or disability, prior to April
30, 1997, then, neither the Executive or his spouse shall have
any rights whatsoever in the Supplemental Retirement Income
(or any other benefit) otherwise paid pursuant to this Agree-
ment.
4. Restrictions on Alienation of Benefits. No
right or benefit under this Agreement shall be subject to
anticipation, alienation, sale, assignment, pledge, encum-
brance, or charge, and any attempt to anticipate, alienate,
sell, assign, pledge, encumber, or charge the same shall be
void. No right or benefit hereunder shall in any manner be
liable for or subject to the debts, contracts, liabilities, or
torts of the person entitled to such benefit. If the Execu-
tive under this Agreement should become bankrupt or attempt to
anticipate, alienate, sell, assign, pledge, encumber, or
charge any right to a benefit under this Agreement, then such
right or benefit shall, in the discretion of the Compensation
Committee appointed by the Board of Directors of the Company
(the "Committee"), be held or applied for the benefit of the
Executive, his spouse, children, or other dependents, or any
of them, in such manner and in such portion as the Committee,
in its sole and absolute discretion, may deem proper.
5. No Trust. No action under this Agreement by
the Company, its Board of Directors or the Committee shall be
construed as creating a trust, escrow or other secured or
segregated fund in favor of the Executive, his spouse, or any
other persons otherwise entitled to his Supplemental Retire-
ment Income. The status of the Executive and his spouse with
respect to any liabilities assumed by the Company hereunder
shall be solely those of unsecured creditors of the Company
and/or any subsidiary. Any asset acquired or held by the
Company or any subsidiary in connection with liabilities
assumed by it hereunder, shall not be deemed to be held under
any trust, escrow or other secured or segregated fund for the
benefit of the Executive or his Beneficiaries or to be securi-
ty for the performance of the obligations of the Company or
any subsidiary, but shall be, and remain a general, unpledged,
unrestricted asset of the Company or any subsidiary at all
times subject to the claims of general creditors of the Compa-
ny or any subsidiary.
6. Withholding and Other Employment Taxes. The
Company shall comply with all federal and state laws and
regulations respecting the withholding, deposit and payment of
any income or other taxes relating to any payments made under
this Agreement.
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7. Claims Procedure.
(a) The Committee shall make all determina-
tions as to the right of any person to benefits. If any
request for a benefit is wholly or partially denied, the
Committee shall notify the person requesting the pension
benefits, in writing, of such denial, including in such noti-
fication the following information:
(b) the specific reason or reasons for such
denial;
(c) the specific references to the pertinent
Agreement provisions upon which the denial is based;
(d) a description of any additional material
and information which may be needed to clarify the request,
including an explanation of why such information is required;
and
(e) an examination of this Agreement's review
procedure with respect to denial of benefits.
Provided, that any such notice to be delivered to the Execu-
tive shall be mailed by certified or registered mail and shall
be written to the best of the Committee's ability in a manner
that may be understood without legal counsel.
8. Review Procedure. The Executive or his surviv-
ing spouse whose claim has been denied in accordance with
Section 7 herein may appeal to the Committee for review of
such denial by making a written request therefor within 60
days of receipt of the notification of such denial. The
Executive or his surviving spouse may examine documents perti-
nent to the review and may submit to the Committee written
issues and comments. Within 60 days after receipt of the
request for review, the Committee shall communicate to the
claimant, in writing, its decision, and the communication
shall set forth the reason or reasons for the decision and
specific reference to those Agreement provisions upon which
the decision is based.
9. Records and Reports. The Committee shall
exercise such authority and responsibility as it deems appro-
priate in order to comply with governmental regulations relat-
ing to records of the Executive's accounts and benefits which
may be paid under the Agreement; and to notify the Executive
and Beneficiaries as required.
10. Other Committee Powers and Duties. The Commit-
tee shall have such duties and powers as may be necessary to
discharge its duties hereunder, including, but not by way of
limitation, the following:
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(a) to construe and interpret the Agreement in
its sole and absolute discretion, decide all questions of
eligibility and determine the amount, manner and time of
payment of any benefits hereunder;
(b) to prescribe procedures to be followed by
the Executive filing applications for benefits;
(c) to prepare and distribute, in such manner
as the Committee determines to be appropriate, information
explaining the Agreement;
(d) to receive from the Company and from the
Executive and Beneficiaries such information as shall be
necessary for the proper administration of the Agreement;
(e) to furnish the Company, upon request, such
reports with respect to the administration of the Agreement as
are reasonable and appropriate;
(f) to appoint and employ individuals and any
other agents it deems advisable, including legal counsel, to
assist in the administration of the Agreement and to render
advice with respect to any responsibility of the Committee, or
any of its individual members, under the Agreement;
(g) to allocate among themselves who shall be
responsible for specific duties and to designate fiduciaries
(other than Committee members) to carry out responsibilities
under the Agreement; provided that any such allocations shall
be reduced to writing, signed by all Committee members, and
filed in a permanent Committee minute book; and
(h) to maintain continuing review of applica-
ble laws, implementing regulations thereto and suggest changes
and modifications to the Company in connection with delega-
tions of responsibility, as appropriate, and amendments to the
Agreement.
11. Rules and Decisions. The Committee may adopt
such rules as it deems necessary, desirable, or appropriate.
When making a determination or calculation, the Committee
shall be entitled to rely upon information furnished by a
Executive, the Company or the legal counsel of the Company.
12. Committee Procedures. The Committee may act at
a meeting or in writing without a meeting. The Committee
shall have a chairman, and appoint a secretary, who may or may
not be a Committee member. The secretary shall keep a record
of all meetings in a permanent Committee minute book and
forward all necessary communications to the Company. The
Committee may adopt such bylaws and regulations as it deems
desirable for the conduct of its affairs. All decisions of
the Committee shall be made by the vote of the majority in-
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cluding actions in writing taken without a meeting. A dis-
senting Committee member who, within a reasonable time after
he has knowledge of any action or failure to act by the major-
ity, registers his dissent in writing delivered to the other
Committee members, to the extent permitted by law, shall not
be responsible for any such action or failure to act.
13. Assumption of Agreement. The Company will
require any successor (whether direct or indirect, by pur-
chase, merger, consolidation or otherwise) to all or substan-
tially all of the business and/or assets of the Company to
expressly assume and agree to perform the Company's obliga-
tions under this Agreement in the same manner and to the same
extent that the Company would be required to perform if no
such succession had taken place.
14. Joint Obligations. For purposes of this Agree-
ment, Devon Energy and Devon shall have joint and several
liabilities for all obligations hereunder.
15. Miscellaneous.
15.1 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Oklahoma, without reference to principles of conflict
of laws.
15.2 Headings. The captions of this Agreement
are not part of the provisions hereof and shall have no force
and effect.
15.3 Taxes. The Executive acknowledges that
the payments and benefits to which he is entitled to under
this Agreement will be includable in his taxable income.
Accordingly, Executive agrees (i) to pay all required taxes
attributable to such payments and benefits and (ii) that the
Company may, if required, withhold all applicable taxes from
such payments and benefits.
15.4 Amendment. This Agreement may not be
amended or modified otherwise than by a written agreement ex-
ecuted by the parties hereto or their respective heirs, suc-
cessors, assigns or the legal representatives, as the case may
be.
15.5 Notices. All notices and other communi-
cations hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as
follows:
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If to Executive:
Xxxx X. Xxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
If to the Company:
Devon Energy Corporation
00 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: J. Xxxxx Xxxxxxx
President and
Chief Executive Officer
or such other address as either party shall have furnished to
the other in writing in accordance herewith. Notices and
communications shall be effective when actually received by
the addressee.
15.6 Severability. The invalidity or enforce-
ability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision of this
Agreement.
15.7 No Waiver. The Company's or the Executi-
ve's failure to insist upon strict compliance with any provi-
sion hereof shall not be deemed to be a waiver of such provi-
sion or any other provision hereof.
15.8 Entire Agreement. This Agreement con-
tains the entire understanding of the Company and Executive
with respect to the subject matter hereof.
15.9 Binding Effect. This Agreement shall
inure to the benefit of and be binding upon the Company,
Executive, their respective heirs, successors, assigns or
legal representatives, as the case may be.
IN WITNESS WHEREOF, Executive has hereunto set his
hand and, pursuant to the authorization from its Board of
Directors, the Company has caused these presents to be execut-
ed in its name on its behalf, all as of the day and year first
above written.
EXECUTED the date and year first above written.
DEVON ENERGY CORPORATION, an
Oklahoma corporation
By:_____________________________
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J. Xxxxx Xxxxxxx, President
and Chief Executive Officer
"COMPANY"
APPROVED THIS 26TH DAY OF
MARCH, 1997
BOARD OF DIRECTORS OF
DEVON ENERGY CORPORATION
By_______________________________
Xxxxx Xxxxxx, Chairman of
Compensation Committee
DEVON ENERGY CORPORATION
(NEVADA), a Nevada corporation
By:_____________________________
J. Xxxxx Xxxxxxx, President
and Chief Executive Officer
"DEVON"
____________________________
Xxxx X. Xxxxxxx
"EXECUTIVE"
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