Exhibit 10.28
EMPLOYMENT AGREEMENT
Agreement made as of this date by and between Xxxx X. XxXxxxxx ("XxXxxxxx")
and Nuevo Energy Company, a Delaware corporation having a principal place of
business at 0000 Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the "Company").
XxXxxxxx has been offered employment with the Company as Vice President,
Exploration, in accordance with the terms set forth more fully below.
XxXxxxxx has accepted such offer by the Company.
NOW, THEREFORE, for value received, it is mutually agreed between the
parties hereto as follows:
1. Employment and Terms. The Company hereby employs XxXxxxxx and XxXxxxxx
hereby agrees to serve as the Vice President - Exploration of the Company.
2. Position and Responsibilities. XxXxxxxx shall serve as Vice President
- Exploration of the Company, and XxXxxxxx shall exercise such powers and comply
with and perform such directions and duties in relation to the business and
affairs of the Company as are consistent with the duties of individuals having
similar positions with similar corporations, and as may from time to time be
vested in or given to him by the President and Chief Executive Officer or the
Board of Directors of the Company and shall use his best efforts to improve and
extend the business of the Company. XxXxxxxx shall at all times report to, and
his activities shall be subject to the direction and control of, the President
and Chief Executive Officer. XxXxxxxx agrees to devote substantially all of his
business time, attention and services to the diligent, faithful and competent
discharge of such duties for the successful operation of the Company's business.
3. Compensation.
A. In consideration of the services to be rendered by XxXxxxxx to the
Company, the Company will pay to XxXxxxxx a salary of $140,000 per annum for the
year ending December 31, 1999, for a monthly rate of $11,666.67. Salary for
subsequent years shall be at equivalent or increased rates as may be agreed by
the Company and XxXxxxxx. Such salary shall be payable in conformity with the
Company's prevailing practice for executives' compensation as such practice
shall be established or modified from time to time. Salary payments shall be
subject to all applicable federal and state withholding, payroll and other
taxes. In addition to the base salary, the Company will pay XxXxxxxx a one-time
signing bonus in the amount of $50,000. This signing bonus will be paid and
deposited on or about XxXxxxxx' first day of employment into XxXxxxxx' Nuevo
Energy Company Deferred Compensation Plan.
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B. The Company agrees to provide the following benefits to XxXxxxxx as a
part of his employment;
(1) Four weeks of paid vacation (calculated on a per pay period
basis).
(2) Eleven paid holidays per year.
(3) Participation in the 401(k) Retirement Plan upon date of
hire.
(4) Health and welfare benefits in accordance with the various
plan documents.
(5) Participation in the Nuevo Energy Deferred Compensation
Plan.
(6) Short term illness plan upon hire and long term illness plan
after one year of employment.
(7) Company-paid parking.
(8) Houston Center Club Fitness Membership Program.
C. The Company also will award XxXxxxxx 25,000 options to purchase
Nuevo Energy Company common stock in accordance with the grant agreement under
the Nuevo Energy Company 1999 Stock Incentive Program; subject to the approval
of the Compensation Committee of the Nuevo Energy Company Board of Directors.
The option price will be the average price of a share of Nuevo stock on your
hire date.
4. Termination. XxXxxxxx' term of employment under this Employment
Agreement may be terminated as follows:
A. At XxXxxxxx' Option. XxXxxxxx may terminate his
employment hereunder, with or without cause, at any time upon at least thirty
(30) days' advance written notice to the Company. In such event, XxXxxxxx shall
be entitled to no severance or other termination benefits.
B. At the Election of the Company for Just Cause. The Company may,
immediately and unilaterally, terminate XxXxxxxx' employment for just cause at
any time by written notice to XxXxxxxx. Termination of XxXxxxxx' employment by
the Company shall constitute a termination "for just cause" if such termination
is for one or more of the following reasons: (i) the willful failure or refusal
of XxXxxxxx to render services to the Company in accordance with his obligations
under this Employment Agreement, such failure or refusal to be uncured and
continuing for a period of not less than 15 days after written notice outlining
the situation is given by the Company to XxXxxxxx; (ii) the commission by
XxXxxxxx of an act of fraud or embezzlement against the Company or the
commission by XxXxxxxx or any other action with the intent to injure the Company
or (iii) XxXxxxxx having been convicted of a felony. In such event, XxXxxxxx
shall be entitled to no severance or other termination benefits.
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C. At the Election of the Company for Reasons Other than Just Cause.
The Company may, immediately and unilaterally, terminate XxXxxxxx' employment at
any time or may constructively discharge him by substantially reducing his
responsibilities to less than those outlined in Section 2 herein without cause
by giving written notice to XxXxxxxx of the Company's election to so terminate
or constructively discharge. In the event the Company exercises its right to
terminate or constructively discharge XxXxxxxx under this Paragraph 4 (C), the
Company agrees to pay XxXxxxxx two (2) years salary and bonus (calculated based
on the average of the last two year's bonus award, but using only years in which
XxXxxxxx was actually employed by the Company). In addition, in the event the
Company exercises its right to terminate or constructively discharge XxXxxxxx
under this Paragraph 4 (C), all options previously awarded to XxXxxxxx will, to
the extent not already vested, vest immediately and XxXxxxxx will have 365 days
to exercise any of his vested options.
5. Consent and Waiver by Third Parties. XxXxxxxx hereby represents
and warrants that he has obtained all necessary waivers and/or consents from
third parties as to enable him to accept employment with the Company on the
terms and conditions set forth herein and to execute and perform this Employment
Agreement without being in conflict with any other agreement, obligations or
understanding with any such third party.
6. Waivers and Modifications. This Employment Agreement may be
modified, and the rights and remedies of any provision hereof may be waived,
only in accordance with this Paragraph 6. No modification or waiver by the
Company shall be effective without the consent of a least a majority of the
Board of Directors then in office at the time of such modification or waiver.
No waiver by either party of any breach by the other or any provision hereof
shall be deemed to be a waiver of any later or other breach thereof or as a
waiver of any other provision of this Employment Agreement. This Employment
Agreement sets forth all of the terms of the understandings between the parties
with reference to the subject matter set forth herein and may be waived,
changed, discharged or terminated orally or by any course of dealing between the
parties, but only by an instrument in writing signed by the party against whom
any waiver, change, discharge or termination is sought.
7. Governing Law. This Employment Agreement shall be construed in
accordance with the laws of the State of Texas.
8. Severability. In case any one or more of the provisions
contained in this Employment Agreement for any reason shall be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Employment
Agreement, but this Employment Agreement shall be construed as if such invalid,
illegal or unenforceable provisions had never been contained herein.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Employment Agreement under seal as of this 15th day of July, 1999.
NUEVO ENERGY COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
Chairman, CEO & President
/s/ Xxxx X. XxXxxxxx
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Xxxx X. XxXxxxxx
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