1
EXHIBIT 10.14
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
as of October 17, 1996 by and between Weatherford Enterra, Inc., a Delaware
corporation ("Weatherford" or the "Company"), and Xxxxxx Xxxxxxxxxx, an
individual currently residing in Houston, Texas ("Xxxxxxxxxx").
RECITALS:
WHEREAS, prior to the date of this Agreement, Xxxxxxxxxx has been
employed by the Company since April 4, 1991 and prior to the date hereof served
as Chairman, President and Chief Executive Officer of the Company; and
WHEREAS, Xxxxxxxxxx has resigned as President and Chief Executive
Officer of the Company as of the date hereof, but will continue as an employee
of the Company, on terms and conditions and for the consideration hereinafter
set forth, and serve as a director and as Chairman of the Board of Directors of
the Company, subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the premises and the
respective covenants and agreements of the parties herein contained, the
Company and Xxxxxxxxxx hereby agree as follows:
ARTICLE 1
EMPLOYMENT
The Company hereby agrees to employ Xxxxxxxxxx, and Xxxxxxxxxx hereby
agrees to serve the Company, on the terms and conditions set forth herein.
ARTICLE 2
TERM
The term of this Agreement shall commence as of October 17, 1996 (the
"Effective Date") and shall continue through October 16, 2001, unless sooner
terminated as hereinafter provided.
ARTICLE 3
POSITION AND DUTIES
3.1 Xxxxxxxxxx shall initially be employed as a director and as
Chairman of the Board of Directors of the Company (the "Board") and shall have
such responsibilities, duties and authority reasonably accorded to and expected
of a Chairman and as may from time to time be prescribed by the Board or
pursuant to the Company's bylaws. The parties expressly
- 1 -
2
agree that the Board is under no obligation to reelect Xxxxxxxxxx as Chairman
at any time in the future, nor is the Board required to nominate Xxxxxxxxxx for
reelection as a director upon the expiration of his current term. Xxxxxxxxxx
agrees to resign as Chairman, as a director, or both, at any time after the
date hereof, if requested to do so by a majority of the members of the Board.
Xxxxxxxxxx' resignation as Chairman, a director, or both, shall have no effect
on Xxxxxxxxxx' employment by the Company. Should Xxxxxxxxxx resign either or
both positions, the Board shall assign to him such other responsibilities,
duties and authority as are deemed appropriate by the Board.
3.2 During the term of his employment, and excluding any periods
of vacation and sick leave to which Xxxxxxxxxx is entitled, Xxxxxxxxxx shall
devote such time and efforts to the business and affairs of the Company as
shall be necessary to discharge his responsibilities and duties; provided,
however, that Xxxxxxxxxx shall be permitted to engage from time to time in and
to receive compensation for outside business activities, including the
management of businesses and investments that are not related to the business
and affairs of the Company to the extent such activities do not significantly
interfere with the performance of Xxxxxxxxxx' responsibilities to the Company
in accordance with this Agreement and do not cause Xxxxxxxxxx to be in
violation of Article 6 of this Agreement.
ARTICLE 4
COMPENSATION AND RELATED MATTERS
4.1 Salary. During the term of employment set forth in Article 2,
the Company shall pay to Xxxxxxxxxx an annual base salary of $300,000, or such
higher rate as may from time to time be determined in the sole discretion of
the Board, the base salary to be paid in substantially equal semi-monthly
installments.
4.2 Benefits. Xxxxxxxxxx shall not be eligible to participate in
the Company's incentive compensation plans (including, without limitation, any
cash or stock bonus plans (including any bonus that otherwise might have been
paid or payable by the Company to Xxxxxxxxxx on account of performance during
that portion of the fiscal year of the Company ending December 31, 1996 that
preceded the Effective Date) or any incentive stock-based plans, such as stock
option plans and restricted stock plans. During the term of this Agreement,
Xxxxxxxxxx shall be eligible for the benefit plans and programs enumerated
below:
(a) Xxxxxxxxxx shall be entitled to continue his
participation in the Company's 401(k) Savings Plan and the Company's
Supplemental Savings Plan, as, and to the extent such plans are, in effect from
time to time during the term of this Agreement.
(b) Xxxxxxxxxx and Xxxxxxxxxx' eligible dependents shall
be entitled to continue to participate and shall receive all benefits under the
Company's welfare benefit plans, including, without limitation, medical,
prescription, dental, disability, salary continuance, group life, accidental
death and travel accident insurance plans and programs, as, and to the extent
such plans and programs are, in effect from time to time during the term
- 2 -
3
of this Agreement; provided, however, that Xxxxxxxxxx shall pay any premiums or
other amounts required to be paid for such benefits. Upon termination of
Xxxxxxxxxx' employment, he shall be entitled to health benefits pursuant to the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that he
shall pay any premiums owed in connection with such health benefits. After
expiration of the COBRA benefits, Xxxxxxxxxx shall be entitled to convert the
Company's health plan, as it relates to Xxxxxxxxxx and any eligible dependents,
to an individual policy, upon payment of the applicable conversion fee.
(c) During the first two years of the term of this
Agreement, Xxxxxxxxxx shall be entitled to a Company telephone calling card, a
Company corporate American Express card, but only to the extent this perquisite
is afforded to other key employees of the Company and reimbursement for his
expenses related to one mobile telephone.
4.3 Stock Options and Stock Appreciation Rights.
(a) Immediately prior to the Effective Date, Xxxxxxxxxx
held options granted under various of the Company's Stock Option Plans (the
"Option Plans") to purchase (i) up to 50,000 shares of Common Stock, $.10 par
value ("Common Stock"), of the Company at $10.50 per share, (ii) up to 12,500
shares of Common Stock at $8.75 per share, (iii) up to 27,500 shares of Common
Stock at $15.75, (iv) up to 27,500 shares of Common Stock at $19.75 per share,
(v) up to 27,500 shares of Common Stock at $18.50 per share, and (vi) up to
30,000 shares of Common Stock at $31.563 per share (such options being herein
collectively called the "Unvested Options"). Notwithstanding any contrary
provision of the Option Plans or of the several agreements pursuant to which
the Unvested Options were granted to Xxxxxxxxxx, the rights of Xxxxxxxxxx with
respect to said Unvested Options shall be fully vested at the Effective Date
(such Unvested Options hereinafter included in the term the "Options") and
exercisable by Xxxxxxxxxx at any time after the Effective Date in accordance
with the terms of the Option Plan.
(b) Immediately prior to the Effective Date, Xxxxxxxxxx
held unvested stock appreciation units granted under the Company's Stock
Appreciation Rights Plan (the "SAR Plan"), (i) 25,000 of which have a price of
$10.75 per unit, and (ii) 6,250 which have a price of $9.00 per unit (such
stock appreciation units being herein collectively called the "Unvested
Units"). Notwithstanding any contrary provision of the SAR Plan or of the
several agreements pursuant to which the Unvested Units were granted, the
rights of Xxxxxxxxxx with respect to said Unvested Units shall be fully vested
at the Effective Date (such Unvested Units hereinafter included in the term the
"Units") and exercisable by Xxxxxxxxxx at any time after the Effective Date in
accordance with the terms of the SAR Plan.
(c) Except as otherwise specifically provided in this
Section 4.3, Xxxxxxxxxx shall not be entitled to participate in any stock
option plan or stock appreciation rights plan of the Company, including but not
limited to any Option Plan or the SAR Plan, at any time on or after the
Effective Date.
- 3 -
4
(d) The Company shall be entitled to withhold from any
payment to be made pursuant to Section 4.3 any portion of any taxable income
that (i) is realized by Xxxxxxxxxx as a result of the exercise of any of the
Options or the Units and (ii) the Company shall determine it is required by law
or regulation to so withhold under applicable tax laws.
4.4 Restricted Stock.
(a) Immediately prior to the Effective Date, Xxxxxxxxxx
held 125,500 shares of Common Stock that were granted to Xxxxxxxxxx pursuant to
the Company's Restricted Stock Incentive Plan (the "Restricted Stock Plan") and
which remained subject to restrictions on ownership on the Effective Date (such
shares of Common Stock being herein called the "Restricted Shares").
Notwithstanding any contrary provision of the Restricted Stock Plan or of any
agreement pursuant to which the Restricted Shares were granted to Xxxxxxxxxx,
all restrictions on ownership shall terminate with respect to the Restricted
Shares as originally scheduled; provided, however, that all restrictions shall
terminate upon the expiration or earlier termination of this Agreement.
(b) Except as otherwise specifically provided in this
Section 4.4, Xxxxxxxxxx shall not be entitled to participate in the Restricted
Stock Plan at any time on or after the Effective Date.
(c) The Company shall be entitled to withhold from any
payments to be made pursuant to Section 4.4 any portion of any taxable income
that (i) is realized by Xxxxxxxxxx as a result of the termination of any
restriction on ownership on any of the Restricted Shares and (ii) the Company
shall determine it is required by law or regulation to so withhold under
applicable tax laws.
4.5 Vacation. Xxxxxxxxxx shall be entitled to paid vacation
during each year of the Agreement, determined in accordance with the Company's
then current vacation policy. Xxxxxxxxxx shall also be entitled to all paid
holidays given by the Company to its employees.
4.6 Business Expenses. During the term of this Agreement, the
Company will reimburse Xxxxxxxxxx for authorized business expenses incurred by
Xxxxxxxxxx for Company-related business purposes, including expenses for
entertainment and business development, travel and similar items, provided such
expenses are made in accordance with the Company's policies and procedures and
are approved by the Company. The Company will reimburse Xxxxxxxxxx on a
monthly basis upon presentment by Xxxxxxxxxx of an itemized accounting of such
expenditures, including receipts setting forth (in appropriate detail the date
place, amount, names, etc.) the individual items for which reimbursement is
sought. Major expense items, such as travel, must be authorized by the Company
prior to Xxxxxxxxxx' incurring the expense.
4.7 Office and Support Staff. The Company contemplates that
Xxxxxxxxxx in performing under this Agreement will require office space,
secretarial assistance, telephone
- 4 -
5
usage, facsimile, computer and other office equipment usage and other
assistance. During the first two years of the term of this Agreement, the
Company shall furnish Xxxxxxxxxx with office space, either in one of the
Company's locations or elsewhere, and supply Xxxxxxxxxx' reasonable
requirements at no expense to Xxxxxxxxxx.
ARTICLE 5
TERMINATION
5.1 Termination by the Company.
(a) Termination Due to Disability. Xxxxxxxxxx'
employment hereunder shall terminate upon his "Disability". In the event of
such termination, the Company shall pay to Xxxxxxxxxx the compensation pursuant
to Section 4.1 to which he would otherwise be entitled had his employment
continued through the date indicated in Article 2 hereof, in the same manner as
paid while Xxxxxxxxxx was employed, and extend to Xxxxxxxxxx the benefits
pursuant to Section 4.2(b), in accordance with the Company's policy with
respect to Disability, 4.2(c), 4.3, 4.4 and 4.7; provided, however, that the
Company shall be entitled to credit against any such benefits payable by it any
amount paid to Xxxxxxxxxx under the Company's disability benefit programs
provided for the benefit of Xxxxxxxxxx. For purposes of this Agreement,
"Disability" is defined to mean that, as a result of Xxxxxxxxxx' incapacity due
to physical or mental illness, Xxxxxxxxxx shall have been absent from his
duties with the Company on a full-time basis for a period of one year and a
physician acceptable to the Company is of the opinion that (i) Xxxxxxxxxx is
suffering from "total disability" as defined in the Company's long-term
disability plan, or any successor plan or program or (ii) Xxxxxxxxxx will
qualify for a social security disability payment, and (iii) within thirty (30)
days after written notice of termination is given, Xxxxxxxxxx shall not have
returned to the full-time performance of Xxxxxxxxxx' duties.
(b) Termination Due to Death. Xxxxxxxxxx' employment
hereunder shall terminate upon his death. In the event of such termination,
the Company shall pay to Xxxxxxxxxx' estate the compensation pursuant to
Section 4.1 to which he would otherwise be entitled had his employment
continued through the date indicated in Article 2 hereof, in the same manner as
paid while Xxxxxxxxxx was employed, and extend to Xxxxxxxxxx' eligible
dependents or estate, as appropriate, the benefits pursuant to Sections 4.2(b),
in accordance with the Company's policy with respect to death, 4.2(c), 4.3, 4.4
and 4.7.
(c) Termination Without Cause. The Company, without
cause, may terminate this Agreement at any time by written notice to
Xxxxxxxxxx. In the event of such termination, the Company shall pay Xxxxxxxxxx
the compensation pursuant to Section 4.1 and extend to Xxxxxxxxxx the benefits
pursuant to Sections 4.2(b), except for long- term disability, 4.2(c), 4.3, 4.4
and 4.7 to which he would otherwise be entitled had his employment continued
through the date indicated in Article 2 hereof in the same manner as paid or
extended while Xxxxxxxxxx was employed.
- 5 -
6
(d) Termination for Cause. The Company may terminate
Xxxxxxxxxx' employment for "Cause". In the event of such termination, the
Company shall cease paying Xxxxxxxxxx compensation pursuant to Section 4.1 and
shall terminate benefits pursuant to Sections 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7,
except as required by law. For purposes of this Agreement, the Company shall
have "Cause" to terminate Xxxxxxxxxx' employment hereunder only (i) if
termination shall have been the result of an act or acts of dishonesty on
Xxxxxxxxxx' part constituting a felony and resulting, or intending to result,
directly or indirectly, in gain or personal enrichment at the expense of the
Company, or (ii) upon the willful and continued failure by Xxxxxxxxxx to
substantially perform his duties with the Company (other than any such failure
resulting from his incapacity due to mental or physical illness) after demand
in writing for substantial performance is delivered to Xxxxxxxxxx by the Board,
which demand specifically identifies the manner in which such Board believes
that Xxxxxxxxxx has not substantially performed his duties, and such failure to
perform his duties results in demonstrably material injury to the Company, or
(iii) upon the breach by Xxxxxxxxxx of Article 6, which breach remains
uncorrected for 30 days following written notice to Xxxxxxxxxx by the Company
of such breach. Xxxxxxxxxx' employment shall in no event be considered to have
been terminated by the Company for cause if such termination took place as a
result of (i) bad judgment or negligence on his part, or (ii) any act or
omission without intent of gaining therefrom, directly or indirectly, a profit
to which Xxxxxxxxxx was not legally entitled, or (iii) any act or omission
believed by Xxxxxxxxxx in good faith to have been in or not opposed to the
interests of the Company, or (iv) any act or omission in respect of which a
determination is made that Xxxxxxxxxx met the applicable standard of conduct
prescribed for indemnification or reimbursement or payment of expenses under
the bylaws of the Company or the laws of the State of Texas or the directors
and officers liability insurance of the Company, in each case as in effect at
the time of such act or omission. Xxxxxxxxxx shall not be deemed to have been
terminated for cause unless and until there shall have been delivered to
Xxxxxxxxxx a copy of a resolution duly adopted by the affirmative vote of not
less than three-fourths (3/4) of the entire membership of the Board at a
meeting of the Board called and held for the purpose (after reasonable notice
to Xxxxxxxxxx and an opportunity for Xxxxxxxxxx, together with his counsel, to
be heard before the Board) finding that in the good faith of the Board he was
guilty of conduct set forth above in clauses (i) through (iii) of the first
sentence of this paragraph and specifying the particulars thereof in detail.
5.2 Termination by Xxxxxxxxxx. Xxxxxxxxxx may terminate his
employment hereunder without any breach of this Agreement under any of the
following circumstances:
(a) the assignment to Xxxxxxxxxx by the Board of duties
inconsistent with the position, duties, responsibilities and status of the
Company's Chairman; or
(b) the failure of the Company to re-elect or re-appoint
Xxxxxxxxxx as Chairman, a director, or both, except in connection with the
termination of employment pursuant to Section 5.1(c); or
- 6 -
7
(c) for the Company's breach of any provision of this
Agreement which, if correctable, remains uncorrected for 30 days following
written notice to the Company by Xxxxxxxxxx of such breach; or
(d) in the event a Change of Control (as defined
hereinafter) occurs. A "Change of Control" shall mean:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20 percent or more of either (i) the then outstanding shares
of common stock of the Company (the "Outstanding Company Common Stock") or (ii)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however that for purposes
of this subsection (a), the following acquisitions shall not constitute a
Change of Control:
(A) any acquisition directly from the
Company,
(B) any acquisition by the Company,
(C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or
(D) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C) of
subsection (iii) of this Section 5.2(d); or
(ii) Individuals, who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company's stockholders, 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 was a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Corporate Transaction") in each case, unless,
following such Corporate Transaction, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
- 7 -
8
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Corporate Transaction beneficially own,
directly or indirectly, more than 60 percent of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Corporate Transaction or any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Corporate Transaction) beneficially owns, directly or indirectly, 20 percent or
more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Corporate Transaction and
(iii) at least a majority of the members of the board of directors of the
corporation resulting from such Corporate Transaction were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Corporate Transaction; or
(iv) Approval by the stockholders of the Company of
a complete liquidation or dissolution of the Company.
In the event of such termination, the Company shall pay to
Xxxxxxxxxx the compensation pursuant to Section 4.1 and extend to Xxxxxxxxxx
the benefits pursuant to Sections 4.2(b), except for long-term disability
coverage, 4.2(c), 4.3, 4.4 and 4.7 to which he would otherwise be entitled had
his employment continued through the date indicated in Article 2, in the same
manner as paid or extended while Xxxxxxxxxx was employed; provided, however, if
termination occurs after a Change of Control, Xxxxxxxxxx can request, at his
option, that the compensation owed pursuant to Section 4.1 be paid in a lump
sum at his date of termination.
5.3 Date and Effect of Termination. "Date of Termination" shall
mean (i) if Xxxxxxxxxx' employment is terminated by his death, the date of his
death, (ii) if Xxxxxxxxxx' employment is involuntarily terminated pursuant to
Section 5.1(b) (other than by reason of death) or Section 5.1(c) herein, the
date specified in the notice of termination, (iii) if Xxxxxxxxxx' employment is
terminated upon his Disability, the date 30 days after the Company's notice to
Xxxxxxxxxx as contemplated in Section 5.1(a) hereof, and (iv) if Xxxxxxxxxx
voluntarily terminates his employment, the date set forth in any notice to
terminate under Section 5.2. This Agreement shall terminate on the Date of
Termination relating to a termination pursuant to Section 5.1(a), 5.1(b) 5.1(c)
or 5.2 and thereafter neither party will have any liability or obligation to
the other under this Agreement, except for the covenants in Sections 5.1(a),
5.1(b) and 6.
- 8 -
9
ARTICLE 6
NON-COMPETE
In consideration of his employment hereunder and in view of the key
position in which he will serve the Company, Xxxxxxxxxx agrees that during the
period of his employment by the Company hereunder, he will not, without the
prior written consent of the Board of Directors of the Company, directly or
indirectly, own, manage, operate, control, be employed by, participate in or be
connected in any manner with the ownership, management, operation or control of
any business which competes, in the Company's reasonable judgment, with any
business conducted by the Company or any of its subsidiaries or affiliates at
the time of such termination in any area where such business is being conducted
at the time of such termination. In addition, Xxxxxxxxxx agrees that during
the period of his employment by the Company, he will not solicit for employment
any individuals currently employed by the Company or any of its subsidiaries or
affiliates. Breach by Xxxxxxxxxx of this covenant while he is employed by the
Company shall be deemed to be "Cause", as defined in Section 5.1(c).
ARTICLE 7
MISCELLANEOUS
7.1 No Mitigation Required; Other Employment.
(a) If Xxxxxxxxxx' employment is terminated prior to the
date indicated in Article 2 and he is receiving compensation and benefits
hereunder, he shall not be required to mitigate the amount of any payment or
benefit provided for in Section 4.1 or 4.2 by seeking other employment or
otherwise.
(b) If Xxxxxxxxxx' employment is terminated for any
reason other than Cause and Xxxxxxxxxx obtains other employment that would not
be a breach of the non-compete covenant included in Article 6 if he were still
employed, the Company shall continue paying the compensation owed pursuant to
Section 4.1 without reduction by any compensation earned by Xxxxxxxxxx as a
result of employment by another employer after the date of termination, or
otherwise. The benefits provided for in Section 4.2 shall terminate
immediately, except as required by law.
7.2 Change of Control Agreement. Xxxxxxxxxx is party to a Change
of Control Agreement dated December 9, 1993, as amended (the "COC Agreement"),
with Weatherford, regarding compensation and severance arrangements in the
event of a change in control (as defined therein) of Weatherford. The COC
Agreement is rescinded in its entirety as of the date hereof, and Xxxxxxxxxx
hereby waives all of his rights thereunder. This Agreement shall supersede and
replace in its entirety the COC Agreement and the COC Agreement shall be of no
further force and effect, and neither party shall have any obligation to the
other thereunder.
- 9 -
10
7.3 Successors; Binding Agreement. The Company will require any
successors (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance reasonably satisfactory to
Xxxxxxxxxx, 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 succession shall be a breach of
this Agreement and shall entitle Xxxxxxxxxx to compensation from the Company in
the same amount and on the same terms as if he had terminated his employment
pursuant to Section 5.2, except that for purposes of implementing the
foregoing, the date on which each such succession become effective shall be the
Date of Termination. As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which executes and delivers the agreement provided for in this
Section 7.3 or which otherwise becomes bound by all of the terms and provisions
of this Agreement by operation of law. This Agreement and all rights of
Xxxxxxxxxx hereunder shall inure to the benefit of and be enforceable by
Xxxxxxxxxx' personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Xxxxxxxxxx should
die while any amounts would still be payable to him hereunder if he continued
to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to Xxxxxxxxxx' designated
beneficiaries set forth in a written beneficiary designation filed with the
Company or, if there be no such designated beneficiary, to Xxxxxxxxxx' estate.
7.4 Notices. For purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Company to: 0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attn: Xxxxxxx Xxxxxx
If to Xxxxxxxxxx to: 0000 Xxx Xxxxx
Xxxxxxx, Xxxxx 00000
or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt.
7.5 Applicable Law. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
Texas without regard to the conflict of law principles thereof.
7.6 Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing, signed by
- 10 -
11
Xxxxxxxxxx and such officer of the Company as may be specifically designated by
the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of or 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 time or any prior or
subsequent time.
7.7 Validity. The invalidity or unenforceability of any provision
or provisions of this Agreement shall not effect the validity or enforceability
of any other provisions of this Agreement, which shall remain in full force and
effect.
7.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
7.9 Entire Agreement. This Agreement, together with any exhibits
hereto, constitutes, the entire agreement of the parties with regard to the
subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to
the employment of Xxxxxxxxxx by the Company. Each party to this Agreement
acknowledges that no representation, inducement, promise or agreement, oral or
written, has been made by either party or by anyone acting on behalf of either
party which is not embodied herein, and that no agreement, statement or promise
relating to the employment of Xxxxxxxxxx by the Company, which is not contained
in this Agreement, or any exhibits hereto, shall be valid or binding. Any
modification or amendment of this Agreement will be effective only if it is in
writing and signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
XXXXXXXXXXX ENTERRA, INC.
By: /s/ H. XXXXXXX XXXXXX
-----------------------------------
/s/ XXXXXX XXXXXXXXXX
---------------------------------------
Xxxxxx Xxxxxxxxxx
- 11 -