EXHIBIT 10.24
EMPLOYMENT AGREEMENT
Agreement made as of this 8th day of January, 1996 by and between Xxxxxx X.
Xxxx ("Xxxx") and Nuevo Energy Company, a Delaware corporation having a
principal place of business at 0000 Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000
(the "Company").
WHEREAS, King is being employed as the Senior Vice President and Chief
Financial Officer of the Company; and
WHEREAS, the Company believes it to be to its advantage to insure that King
continues to render services as hereinafter provided for the Company;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein contained, it is mutually agreed between the parties hereto as follows:
1. Employment and Term. The Company hereby employs King and King hereby
agrees to serve as the Chief Financial Officer of the Company. The term of this
Employment Agreement shall be effective as of the date first above written and
shall terminate two (2) years from such date, unless earlier terminated as
hereinafter provided. After the initial term of King's employment, such
employment shall be automatically extended for successive one-year periods,
unless earlier terminated as hereinafter provided or upon ninety (90) days'
advance notice by the Board of Directors to King of its intention to not renew.
For each such extension, the terms of employment shall be subject to approval by
the Board of Directors and agreed to by King. If agreement cannot be reached, or
in the event that the Company decides not to renew this Employment Agreement at
any time, the Company agrees to pay King $320,000 in one lump sum payment. In no
event shall Xx. Xxxx be entitled to payment under both this Paragraph 1 and
Paragraph 4.C.
2. Position and Responsibilities. King shall serve as Chief Financial
Officer of the Company, and King 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 the highest ranking financial
officer of 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. King shall at all times report to, and his
activities shall be subject to the direction and control of, the President and
Chief Executive Officer. King 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.
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3. Compensation.
A. In consideration of the services to be rendered by King to the
Company, the Company will pay to King a salary of $160,000 per annum for the
year ending December 31, 1996 and the year ending December 31, 1997. 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.
X. Xxxx shall be entitled to receive (i) a bonus equal to a minimum
of $50,000 for each year in this agreement. Bonuses shall be payable in lump sum
at the end of the year for which they apply. Bonus payments shall be subject to
all applicable federal and state withholding, payroll and other taxes.
C. The Company agrees to pay King $30,000 at the end of 1997 to
offset the loss of non-vested benefits at King's previous employer.
D. The Company agrees to reimburse King for the reasonable expenses
incurred by him in obtaining and maintaining a country club membership.
X. Xxxx will be granted as of the date hereof an incentive or
nonqualified stock option to purchase 30,000 shares of the Company's Common
Stock. The exercise price for such option shall be the fair market value of the
Company's Common Stock as of the date of such option grant. The shares subject
to such option will vest six (6) months after the grant date. In addition, the
Board of Directors shall consider the grant of additional options to King on an
annual basis based upon his performance, which options, if and when granted,
will be subject to the aforesaid vesting schedule. In keeping with this, King's
minimum grant of additional stock options at year end 1996 will be 20,000
shares.
4. Termination. King's term of employment under this Employment
Agreement may be terminated as follows:
A. At King's Option. King may terminate his employment hereunder,
with or without cause, at any time upon at least sixty (60) days' advance
written notice to the company. In such event, King 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 King's employment hereunder for just
cause at any time during the term of this Employment Agreement by written notice
to King. Termination of King's 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 wilful failure or refusal of King 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
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notice outlining the situation is given by the Company to Xx. Xxxx; (ii) the
commission by King of an act of fraud or embezzlement against the Company or the
commission by King or any other action with the intent to injure the Company or
(iii) King having been convicted of a felony. In such event, King shall be
entitled to no severance or other termination benefits.
C. At the Election of the Company for Reasons Other than Just Cause.
The Company may, immediately and unilaterally, terminate King's employment
hereunder at any time during the term of this Employment Agreement 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 King of the Company's election to so terminate or constructively
discharge. In the event the Company exercises its right to terminate or
constructively discharge King under this Paragraph 4 (C), the Company agrees to
pay King $320,000. The $320,000 shall be payable in equal monthly installments
over the remaining term of this Employment Agreement. King shall also be
entitled to continued participation in the Company's medical insurance programs
during the two (2) years following the termination of King's employment under
this Paragraph 4 (C). In addition, in the event the Company exercises its right
to terminate or constructively discharge King under this Paragraph 4 (C), King
will have 180 days to exercise any of his vested options. In the event of a
change in control of the Company and King's termination or constructive
discharge, then the Company agrees to pay King $480,000.
5. Consent and Waiver by Third Parties. King 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 at 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 not 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.
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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.
IN WITNESS WHEREOF, each of the parties hereto has executed this Employment
Agreement under seal as of the date and year first above written.
NUEVO ENERGY COMPANY
By:
____________________________
Xxxx X. Xxxxxxxx
Title: Chairman, Compensation Committee
____________________________
Xxxxxx X. Xxxx
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