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EXHIBIT 10.18
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT, effective as of the 26th day of June, 1997, by and
between HUGOTON ENERGY CORPORATION, a Kansas corporation (hereinafter referred
to as the "Company") and XXXXX X. XXXXXX (hereinafter referred to as
"Employee").
WITNESSETH:
WHEREAS, the Company and Employee have entered into and executed an
Employment Agreement, dated September 7, 1995 (the "Agreement").
WHEREAS, the Board of Directors of the Company has unanimously voted
to amend the Agreement and Employee has agreed to the amendments proposed by
the Board of Directors.
WHEREAS, the parties desire, at this time, to amend and modify said
Agreement in the manner herein specified.
NOW THEREFORE, in consideration of the premises herein contained, the
parties do hereby agree that said Agreement shall be modified and amended as
follows:
1. Paragraph 8 shall be deleted in its entirety and the following
shall be substituted in lieu thereof:
8. Termination By the Company Without Cause or
Termination By Employee for Good Reason.
(a) The Company may terminate Employee's employment under
this Agreement without Cause. The termination shall be evidenced by
written notice thereof to the Employee and shall specify that the
termination was without Cause.
(b) If Employee's employment with the Company is terminated
without Cause or if Employee terminates his employment for Good Reason
during any period in which Employee is employed by the Company,
Employee shall be entitled to receive, within ten (10) days of such
termination, an amount equal to five (5) times his annual compensation
as initially set forth in paragraph 3(a) herein, and as may be amended
by the Board from time to time. Notwithstanding the foregoing, if the
payment referred to above is not made within ten (10) days of
Employee's termination, all unpaid amounts shall bear interest at a
rate equal to the New York Prime (as published in the Wall Street
Journal) on the date of such termination.
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2. The following additional Paragraph 17 shall be added:
17. Termination By Employee for Good Reason.
(a) If a Change of Control (as defined hereafter) in the
Company has occurred, Employee may terminate his employment during the
Employment Period for Good Reason (defined hereafter) upon thirty (30)
days' notice to the Company. Such notice period may begin prior to
the date of the Change of Control if an agreement is in place that
would have the effect of causing a Change of Control. For purposes of
this Agreement, the term "Good Reason" shall mean the occurrence,
without Employee's express written consent, of any one or more of the
following events:
(i) A change in Employee's duties or a change in the
title or offices held by Employee.
(ii) A reduction in Employee's compensation or the failure
by the Company to continue to provide prompt payment (or
reimbursement to Employee) of all reasonable expenses incurred
by Employee in connection with Employee's professional and
business activities.
(iii) A failure by the Company to waive any and all
restrictions that might exist on the exercise of any stock
options held by Employee under the Company's stock option
plans as of the date of a Change of Control.
(iv) The failure of the Company to obtain the assumption
of this Agreement, without limitation or reduction, by any
successor to the Company.
In addition to the above, Good Reason shall be deemed to exist if a
Change of Control in the Company has occurred and Employee agrees to
stay employed by the Company for a reasonable transition period after
the Change of Control, not to exceed three (3) months.
(b) Change of Control. A "Change of Control" shall have
occurred if:
(i) fifty percent (50%) or more of the outstanding common
stock of the Company has been acquired by any person or
persons (as defined in Section 3(a)(9) of the Securities
Exchange Act of 1934 (the "Act")), provided such person(s) is
not a current stockholder(s) of the Company currently holding
ten percent (10%) or more of the outstanding common stock of
the Company. For purposes of this
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paragraph 7, such person shall include affiliated persons (as
defined in the Act);
(ii) there has been a merger or equivalent combination
involving the Company after which fifty percent (50%) or more
of the voting stock of the surviving corporation is held by
persons other than those persons who were stockholders holding
ten percent (10%) or more of the outstanding stock of the
Company immediately prior to the date of such merger or
equivalent combination; or
(iii) there has been a merger or equivalent combination or
stock sale involving the Company and after such transaction
fifty percent (50%) or more of the members of the Board
elected by stockholders are persons who were not directors
immediately prior to such transaction.
3. The parties hereto ratify and confirm all other provisions of
the Employment Agreement.
IN WITNESS WHEREOF, each of the parties has executed this Agreement as
of the day and year first above written.
"COMPANY" "EMPLOYEE"
HUGOTON ENERGY CORPORATION /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
By: /s/ W. XXXX XXXXXX
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Name: W. Xxxx Xxxxxx
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Title: Executive Vice President
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ATTEST:
/s/ ILLEGIBLE
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