Exhibit 10.11
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to the Employment Agreement executed on January
1, 1995, as amended May 29, 1996 and November 1, 1996, between ALAMCO, INC., a
Delaware corporation (the "Company"), with its principal offices at 000 Xxxx
Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx Xxxxxxxx 00000, and XXXXXXX X. XXXXXXX (the
"Executive"), is entered into and effective as of January 15, 1997.
WHEREAS, the Company and the Executive entered into an Employment
Agreement effective January 1, 1995, as amended (the "Agreement") which set
forth the terms and conditions of employment with the Company; and
WHEREAS, the parties now desire to amend a certain provision in that
Agreement.
NOW, THEREFORE, by this Third Amendment to the Agreement, the parties
hereto, intending to be legally bound, do hereby covenant and agree to amend
Section 8.2 and to restate it as follows:
8.2 For purposes hereof, the term "Change in Control" shall
mean: (A) a change in control of the Company of the nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx");
provided, however, that, without limitation, such a Change in Control shall be
deemed to have occurred if, on or after the date hereof, any "person" (as such
term is under in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes
the beneficial owner, directly or indirectly, of the securities of the Company
representing fifteen percent (15%) or more of the combined voting power of the
Company's then outstanding securities (determined without regard to any contrac-
tual restrictions limiting any stockholder in the exercise of voting rights with
respect to voting securities); (B) individuals who constitute the Board on
January 15, 1997, (the "Incumbent Board") cease for any reason to constitute at
least three-fourths (3/4) of the Board; provided, however, that any individual
becoming a director subsequent to January 15, 1997, whose election or nomination
for election by the Company was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of
members of the Board, or; (C) Disposition of oil and gas producing assets of the
Company to any unrelated third party or parties in one or more transactions
during any period of six (6) consecutive calendar months such that the net book
value of the Company's oil and gas producing assets as of the last day of any
such period is less than fifty percent (50%) of the net book value of the
Company's oil and gas producing assets as of the date immediately preceding the
first day of such period. The interim financial statements upon which such
determinations are based shall be prepared in a manner consistent with the
Company's quarterly financial statements and in accordance with generally
accepted accounting principles, except that write downs of assets and other
required accounting adjustments shall be disregarded for this purpose.
Except as amended by this Third Amendment, all of the terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
respective hands and seals the day and year first above written.
ATTEST:
(CORPORATE SEAL) ALAMCO, INC.
/s/ Xxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Secretary Its: President and CEO
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxx
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