EXHIBIT 10.32
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into effective as of __________________ (the
"Effective Date"), by and between Ocean Energy, Inc., a Texas corporation (the "Company"), and
_____________________ ("Employee").
WHEREAS, the Company has heretofore assumed the Employment Agreement entered into effective as of
___________________, by and between Ocean Energy, Inc. a Delaware corporation, and Employee which has been
previously amended in certain minor respects and is currently in effect (the "Employment Agreement"); and
WHEREAS, the Company employs Employee and desires to continue such employment relationship and Employee
desires to continue such employment; and
WHEREAS, the Company and Employee desire to enter into an agreement reflecting the current terms of such
employment relationship that replaces the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements
contained herein, and for other valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. Effect of Agreement. Effective as of the Effective Date, this Agreement supersedes and
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replaces the Employment Agreement in its entirety and the Employment Agreement shall be null and void and of no
further force and effect.
2. Employment. The Company hereby employs Employee, and Employee hereby accepts employment by the
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Company, on the terms and conditions set forth in this Agreement.
3. Term of Employment. Subject to the provisions for earlier termination provided in this
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Agreement, the term of this Agreement (the "Term") shall be five (5) years commencing on the Effective Date.
4. Employee's Duties. During the Term of this Agreement, Employee shall serve as
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____________________________________ of the Company, with such duties and responsibilities as may from time to
time be assigned to him by the board of directors of the Company (the "Board"), provided that such duties are
consistent with the customary duties of such position.
Employee agrees to devote his full attention and time during normal business hours to the business and
affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently his duties and
responsibilities. Employee shall not, either directly or indirectly, enter into any business or employment with
or for any person, firm, association or corporation other than the Company during the Term of this Agreement;
provided, however, that Employee shall not be prohibited from making financial investments in any other company
or business or from serving on the board of directors of any other company. Employee shall at all times observe
and comply with all lawful directions and instructions of the Board.
5. Base Compensation. For services rendered by Employee under this Agreement, the Company shall
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pay to Employee a base salary ("Base Compensation") of ______________ per annum payable in accordance with the
Company's customary pay periods and subject to customary withholdings. The amount of Base Compensation shall be
reviewed by the Board on an annual basis as of the close of each fiscal year of the Company and may be increased
as the Board may deem appropriate. In the event the Board deems it appropriate to increase Employee's annual
base salary, said increased amount shall thereafter be the "Base Compensation." Employee's Base Compensation, as
increased from time to time, may not thereafter be decreased unless agreed to by Employee. Nothing contained
herein shall prevent the Board from paying additional compensation to Employee in the form of bonuses or
otherwise during the Term of this Agreement.
6. Additional Benefits. In addition to the Base Compensation provided for in Section 5 herein,
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Employee shall be entitled to the following:
(a) Expenses. The Company shall, in accordance with any rules and policies that it may
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establish from time to time for executive officers, reimburse Employee for business expenses reasonably
incurred in the performance of his duties. It is understood that Employee is authorized to incur
reasonable business expenses for promoting the business of the Company, including reasonable
expenditures for travel, lodging, meals and client or business associate entertainment. Request for
reimbursement for such expenses must be accompanied by appropriate documentation.
(b) Disability Insurance. The Company has heretofore purchased and maintained a
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disability insurance policy on Employee. Employee owns and benefits from such insurance, and the
Company has no interest whatsoever in such policy. The Company will continue to maintain such policy
through February, 2000, and Employee will assume the responsibility for any maintenance of such policy
after February, 2000.
(c) Vacation. Employee shall be entitled to five (5) weeks of vacation per year, without
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any loss of compensation or benefits. Employee shall not be entitled to compensation for, or to carry
forward, any unused vacation time.
(d) General Benefits. Employee shall be entitled to participate in the various employee
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benefit plans or programs provided to the employees of the company in general, including but not limited
to, health, dental, disability and life insurance plans, subject to the eligibility requirements with
respect to each of such benefit plans or programs, and such other benefits or perquisites as may be
approved by the Board during the Term of this Agreement. Nothing in this paragraph shall be deemed to
prohibit the Company from making any changes in any of the plans, programs or benefits described in this
Section 6, provided the change similarly affects all officers of the Company similarly situated.
(e) Options. Upon the occurrence of a "Corporate Change" as defined in Section 8(e),
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Employee shall be considered as immediately and totally vested in any and all stock options or other
similar awards previously made to Employee by the Company or its subsidiaries under a "Long Term
Incentive Plan" duly adopted by the Board (such options or similar awards are hereinafter collectively
referred to as "Options").
7. Confidential Information. Employee, during the Term, may have access to and become familiar
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with confidential information, secrets and proprietary information concerning the business and affairs of the
Company. As to such confidential information, Employee agrees as follows:
(a) During the employment of Employee with the Company and thereafter Employee will not,
either directly or indirectly, disclose to any third party without the written permission of the
Company, nor use in any way (except as required in the course of his employment with the Company) any
confidential information, secret or proprietary information of the Company. In the event of a breach or
threatened breach of the provisions of this Section 7(a), the Company shall be entitled, in addition to
any other remedies available to the Company, to an injunction restraining Employee from disclosing such
confidential information.
(b) Upon termination of employment of Employee, for whatever reason, Employee shall
surrender to the Company any and all documents, manuals, correspondence, reports, records and similar
items then or thereafter coming into the possession of Employee which contain any confidential, secret
or proprietary information of the Company.
8. Termination. This Agreement may be terminated prior to the end of its Term as set forth below:
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(a) Resignation (other than for Good Reason). Employee may resign, including by reason of
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retirement, his position at any time by providing written notice of resignation to the Company in
accordance with Section 11 hereof. In the event of such resignation, except in the case of resignation
for Good Reason (as defined below), this Agreement shall terminate and Employee shall not be entitled to
further compensation pursuant to this Agreement other than the payment of any unpaid Base Compensation
accrued hereunder as of the date of Employee's resignation.
(b) Death. If Employee's employment is terminated due to his death, this Agreement shall
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terminate and the Company shall have no obligations to Employee or his legal representatives with
respect to this Agreement other than the payment of any unpaid Base Compensation previously accrued
hereunder.
(c) Discharge.
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(i) The Company may terminate Employee's employment for any reason at any time
upon written notice thereof delivered to Employee in accordance with Section 11 hereof. In the
event that Employee's employment is terminated during the Term by the Company for any reason
other than his Misconduct or Disability (both as defined below), then (A) the Company shall pay
in lump sum in cash to Employee, within fifteen (15) days following the date of termination, an
amount equal to the product of (i) Employee's Base Compensation as in effect immediately prior
to Employee's termination, multiplied by (ii) three, (B) for three years following the date of
termination, the Company, at its cost, shall provide or arrange to provide Employee (and, as
applicable, Employee's dependents) with accident and group health insurance benefits
substantially similar to those which Employee (and Employee's dependents) were receiving
immediately prior to Employee's termination; however, the welfare benefits otherwise receivable
by Employee pursuant to this clause (B) shall be reduced to the extent comparable welfare
benefits are actually received by Employee (and/or Employee's dependents) during such period
under any other employer's welfare plan(s) or program(s), with Employee being obligated to
promptly disclose to the Company any such comparable welfare benefits, (C) in addition to the
aforementioned compensation and benefits, the Company shall pay in lump sum in cash to Employee
within fifteen (15) days following the date of termination an amount equal to the product of
(i) Employee's average bonus paid by the Company during the most recent two (2) years
immediately prior to the date of termination, multiplied by (ii) three and (D) Employee shall
be considered as immediately and totally vested in any and all Options previously made to
Employee by Company or its subsidiaries.
(ii) Notwithstanding the foregoing provisions of this Section 8, in the event
Employee is terminated because of Misconduct, the Company shall have no obligations pursuant to
this Agreement after the Date of Termination other than the payment of any unpaid Base
Compensation accrued through the Date of Termination. As used herein, "Misconduct" means (A)
the continued failure by Employee to substantially perform his duties with the Company (other
than any such failure resulting from Employee's incapacity due to physical or mental illness or
any such actual or anticipated failure after the issuance of a Notice of Termination by
Employee for Good Reason), after a written demand for substantial performance is delivered to
Employee by the Board, which demand specifically identifies the manner in which the Board
believes that Employee has not substantially performed his duties, (B) the engaging by Employee
in conduct which is demonstrably and materially injurious to the Company, monetarily or
otherwise (other than such conduct resulting from Employee's incapacity due to physical or
mental illness or any such actual or anticipated conduct after the issuance of a Notice of
Termination by Employee for Good Reason), or (C) Employee's conviction for the commission of a
felony. Anything contained in this Agreement to the contrary notwithstanding, the Chief
Executive Officer of the Company shall have the sole power and authority to terminate the
employment of Employee on behalf of the Company.
(d) Disability. If Employee shall have been absent from the full-time performance of
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Employee's duties with the Company for ninety (90) consecutive calendar days as a result of Employee's
incapacity due to physical or mental illness, Employee's employment may be terminated by the Company for
"Disability" and Employee shall not be entitled to further compensation pursuant to this Agreement,
except that Employee shall be considered as immediately and totally vested in any and all Options
previously granted to Employee by Company or its subsidiaries.
(e) Resignation for Good Reason. Employee shall be entitled to terminate his employment
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for Good Reason as defined herein. If Employee terminates his employment for Good Reason he shall be
entitled to the compensation and benefits provided in Paragraph 8(c)(i) hereof. "Good Reason" shall
mean the occurrence of any of the following circumstances without Employee's express written consent
unless such breach or circumstances are fully corrected prior to the Date of Termination specified in
the Notice of Termination given in respect hereof:
(i) the material breach of any of the Company's obligations under this Agreement
without Employee's express written consent;
(ii) the continued assignment to Employee of any duties inconsistent with the
office of __________________________;
(iii) the failure by the Company to pay to Employee any portion of Employee's
compensation on the date such compensation is due;
(iv) the failure by the Company to continue to provide Employee with benefits
substantially similar to those enjoyed by other officers who have entered into similar
employment agreements with Employer under any of the Company's medical, health, accident,
and/or disability plans in which Employee was participating immediately prior to such time;
(v) a change in the location of Employee's principal place of employment by the
Company by more than 50 miles from the location where he was principally employed immediately
prior to the date of such change; or
(vi) the failure of the Company to obtain a satisfactory agreement from any
successor to assume and agree to perform this Agreement, as contemplated in Section 13 hereof.
In addition, the occurrence of any Corporate Change (as defined below), shall
constitute "Good Reason" hereunder, but only if Employee terminates his employment within
ninety (90) days following the effective date of such Corporate Change.
A "Corporate Change" shall occur if (A) the Company (1) shall not be the surviving
entity in any merger, consolidation or other reorganization (or survives only as a subsidiary
of an entity other than a previously wholly-owned subsidiary of the Company) or (2) is to be
dissolved and liquidated, and as a result of or in connection with such transaction, the
persons who were directors of the Company before such transaction shall cease to constitute a
majority of the Board, (B) any person or entity, including a "group" as contemplated by Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or
control (including, without limitation, power to vote) of 20% or more of the outstanding shares
of the Company's voting stock (based upon voting power), and as a result of or in connection
with such transaction, the persons who were directors of the Company before such transaction
shall cease to constitute a majority of the Board, or (C) the Company sells all or
substantially all of the assets of the Company to any other person or entity (other than a
wholly-owned subsidiary of the Company) in a transaction that requires shareholder approval
pursuant to the Texas Business Corporation Act.
(f) Notice of Termination. Any purported termination of Employee's employment by the
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Company under Sections 8(c) or 8(d), or by Employee under Section 8(e), shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section 11 hereof. For purposes of
this Agreement, a "Notice of Termination" shall mean a notice which, if by the Company and if for
Misconduct or Disability, shall set forth in reasonable detail the reason for such termination of
Employee's employment, or in the case of resignation by Employee for Good Reason, said notice must
specify in reasonable detail the basis for such resignation. A Notice of Termination given by Employee
pursuant to Section 8(e) shall be effective even if given after the receipt by Employee of notice that
the Board has set a meeting to consider terminating Employee for Misconduct. Any purported termination
for which a Notice of Termination is required which is not effected pursuant to this Section 8(f) shall
not be effective.
(g) Date of Termination. "Date of Termination" shall mean the date specified in the
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Notice of Termination, provided that the Date of Termination shall be at least 15 days following the
date the Notice of Termination is given. Notwithstanding the foregoing, in the event Employee is
terminated for Misconduct, the Company may refuse to allow Employee access to the Company's offices
(other than to allow Employee to collect his personal belongings under the Company's supervision) prior
to the Date of Termination.
(h) Mitigation. Employee shall not be required to mitigate the amount of any payment
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provided for in this Section 8 by seeking other employment or otherwise, nor shall the amount of any
payment provided for in this Agreement be reduced by any compensation earned by Employee as a result of
employment by another employer, except that any severance amounts payable to Employee pursuant to the
Company's severance plan or policy for employees in general shall reduce the amount otherwise payable
pursuant to Sections 8(c)(i) or 8(e).
(i) Excess Parachute Payments. Notwithstanding anything in this Agreement to the
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contrary, to the extent that any payment or benefit received or to be received by Employee hereunder in
connection with the termination of Employee's employment would, as determined by tax counsel selected by
the Company, constitute an "Excess Parachute Payment" (as defined in Section 280G of the Internal
Revenue Code), the Company shall fully "gross-up" such payment so that Employee is in the same "net"
after-tax position he would have been if such payment and gross-up payments had not constituted Excess
Parachute Payments.
(j) Resignation from Board. In the event Employee is a member of the board of directors
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of the Company or any of its subsidiaries, and Employee's employment by the Company is terminated for
any reason (other than Employee's death), Employee shall immediately resign as a member of such board of
directors upon the written request of the Chairman of the Board. Nothing herein shall be deemed to
limit the power of the shareholders of the Company to at any time remove any director, including,
without limitation, Employee, in accordance with applicable law.
9. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Employee's
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continuing or future participation in any benefit, bonus, incentive, or other plan or program provided by the
Company or any of its affiliated companies and for which Employee may qualify, nor shall anything herein limit or
otherwise adversely affect such rights as Employee may have under any Options with the Company or any of its
affiliated companies.
10. Assignability. The obligations of Employee hereunder are personal and may not be assigned or
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delegated by him or transferred in any manner whatsoever, nor are such obligations subject to involuntary
alienation, assignment or transfer. The Company shall have the right to assign this Agreement and to delegate
all rights, duties and obligations hereunder, either in whole or in part, to any parent, affiliate, successor or
subsidiary organization or company of the Company, so long as the obligations of the Company under this Agreement
remain the obligations of the Company.
11. Notice. For the purpose of this Agreement, notices and all other communications provided for
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in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by
United States registered mail, return receipt requested, postage prepaid, addressed to the Company at its
principal office address, directed to the attention of the Board with a copy to the Secretary of the Company, and
to Employee at Employee's residence address on the records of the Company or to such other address as either
party may have furnished to the other in writing in accordance herewith except that notice of change of address
shall be effective only upon receipt.
12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not
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affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force
and effect.
13. Successors; Binding Agreement.
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(a) The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place. Failure
of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle Employee to compensation from the Company in the same amount
and on the same terms as he would be entitled to hereunder if he terminated his employment for Good
Reason, except that for purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used herein, the term "Company" shall
include any successor to its business and/or assets as aforesaid which executes and delivers the
Agreement provided for in this Section 13 or which otherwise becomes bound by all terms and provisions
of this Agreement by operation of law.
(b) This Agreement and all rights of Employee hereunder shall inure to the benefit of and
be enforceable by Employee's personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If Employee should die while any amounts would be payable
to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement to Employee's devisee, legatee, or other designee
or, if there be no such designee, to Employee's estate.
14. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless
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such waiver, modification or discharge is agreed to in writing and signed by Employee and such officer as may be
specifically authorized by the Board. No waiver by either party hereto at any time of any breach by the other
party hereto of, or in compliance with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. This Agreement is an integration of the parties agreement; no agreement or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made
by either party, except those which are set forth expressly in this Agreement. THE VALIDITY, INTERPRETATION,
CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
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be deemed to be an original but all of which together will constitute one and the same instrument.
16. Arbitration. Either party may elect that any dispute or controversy arising under or in
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connection with this Agreement be settled by arbitration in Houston, Texas in accordance with the rules of the
American Arbitration Association then in effect. If the parties cannot mutually agree on an arbitrator, then the
arbitration shall be conducted by a three arbitrator panel, with each party selecting one arbitrator and the two
arbitrators so selected selecting a third arbitrator. The findings of the arbitrator(s) shall be final and
binding, and judgment may be entered thereon in any court having jurisdiction. The findings of the arbitrator(s)
shall not be subject to appeal to any court, except as otherwise provided by applicable law. The arbitrator(s)
may, in his or her (or their) own discretion, award legal fees and costs to the prevailing party.
IN WITNESS WHEREOF, the parties have executed this Agreement on _____________, effective for all
purposes as provided above.
OCEAN ENERGY, INC.
By:
Name:
Title:
EMPLOYEE:
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