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EXHIBIT 10.19
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "Agreement") is entered into as of April
5, 1995 (the "Effective Date"), by and between XXXXX X. XXXXXXX ("Xxxxxxx") and
MAXUS ENERGY CORPORATION, a Delaware corporation ("Maxus").
WHEREAS:
YPF, S.A. ("YPF") has tendered for all of the issued and outstanding
common stock of Maxus, resulting in Maxus becoming a subsidiary of YPF.
Recognizing Xxxxxxx'x unique knowledge, abilities and expertise, the
board of directors of Maxus (the "Maxus Board") and the management of YPF have
requested that Xxxxxxx serve as Chief Executive Officer of Maxus.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. EMPLOYMENT. Maxus hereby agrees to employ Xxxxxxx, and Xxxxxxx
hereby agrees to be employed by Maxus, for a term commencing on the date hereof
and terminating on September 30, 1995 (the "Employment Period"), subject to
extension by the mutual consent of the parties or earlier termination in
accordance with Section 4 hereof.
2. SERVICES. During the Employment Period, Xxxxxxx will hold the
position of Chief Executive Officer of Maxus and in this capacity shall have
such responsibilities and duties as are consistent with such position, as well
as such additional duties as may be designated by the Maxus Board, provided
that in no event shall the scope of Xxxxxxx'x duties and the extent of
Xxxxxxx'x responsibilities be substantially different from the duties and
responsibilities usually associated with the position of chief executive
officer of a corporation similar in size and function to Maxus. In performing
his duties, Xxxxxxx shall report, and be answerable only to, the Maxus Board,
acting through its Chairman of the Board or collectively. During the Employment
Period, Xxxxxxx shall devote his best efforts and substantially all of his
business time, skill and attention to the business of Maxus. Notwithstanding
anything to the contrary set forth herein, Xxxxxxx shall be entitled to
participate in such business and professional activities as may be approved
from time to time by the Maxus Board. In any event, Xxxxxxx shall not be
prevented from devoting reasonable periods of time during normal business hours
to (a) serving the Society of Petroleum Engineers ("SPE") as President or in
any other capacity and performing related functions, (b) engaging in any
professional, civic or charitable activity consistent with his employment, and
(c) investing and managing Xxxxxxx'x personal assets. It is expressly
understood and agreed that to the extent any such activities have been
conducted by Xxxxxxx prior to the Effective Date, the continued conduct of
such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not be deemed to interfere with
the performance of Xxxxxxx'x responsibilities to Maxus.
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3. COMPENSATION AND BENEFITS.
(a) Salary. From the Effective Date until the date of
termination of this Agreement in accordance with its terms, Maxus shall pay
Xxxxxxx a salary of $50,000 per month, payable in arrears on the first business
day of each month. Xxxxxxx'x salary shall not be reduced during the Employment
Period. Upon the execution of this Agreement, Maxus shall pay Xxxxxxx all
salary amounts earned under this Section 3(a) since the Effective Date but not
paid as of the date of execution hereof.
(b) Benefits. In addition to the compensation specified
above, Xxxxxxx shall be entitled to only the following benefits:
(i) participation in any health insurance,
disability insurance or other welfare benefit program made generally available
to the officers of Maxus, including, without limitation, full health,
disability and dental coverage for Xxxxxxx and spouse;
(ii) a period of vacation with salary consistent
with the current policy of Maxus, as the same may be changed from time to time;
expenses incurred by Xxxxxxx in furtherance of the interests of Maxus in
accordance with the current policy of Maxus, as the same may be changed from
time to time;
(iv) reimbursement for reasonable expenses
incurred by Xxxxxxx and spouse in connection with attending SPE meetings and
related functions and reimbursement of reasonable expenses incurred by Xxxxxxx
in connection with other professional and energy industry meetings and related
functions;
(v) all reasonable costs associated with
Xxxxxxx'x relocation to Dallas, Texas and the performance of services under
this Agreement, including, without limitations, payment or reimbursement of,
rental of a suitable furnished apartment or house in Dallas, Texas, the lease
of an automobile, legal costs associated with U.S. immigration compliance and
other legal costs incurred by Xxxxxxx in connection with his employment with
Maxus; and
(vi) payment of initiation and monthly (or other
periodic) fees and dues for Xxxxxxx to be a full member of the Dallas Petroleum
Club during the Employment Period.
(c) Maxus shall have the right to deduct and withhold
from compensation payable to Xxxxxxx all social security and other federal,
state and local taxes and charges which are currently or which may hereafter be
required by law.
(d) Notwithstanding anything in this Agreement or in any
compensation or employee benefit plan or program of Maxus that provides for
incentive or deferred compensation or retiree benefits, including health
insurance, life insurance or pension benefits (whether pursuant to a qualified
or nonqualified plan), to the contrary, Xxxxxxx hereby expressly agrees and
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acknowledges that he shall not be entitled to participate in or receive any
such incentive or deferred compensation or retiree benefits and, to the extent
applicable, Xxxxxxx hereby waives his automatic participation in such plans and
programs.
4. TERMINATION OF EMPLOYMENT. The following provisions shall be
applicable to a termination of employment under this Agreement:
(a) Maxus may terminate Xxxxxxx'x employment under this
Agreement at any time. If Maxus terminates Xxxxxxx'x employment, Xxxxxxx shall
be entitled to any unpaid salary (pro rated through and including the date of
termination). In addition, Xxxxxxx shall be entitled to receive an amount equal
to the compensation he would have been entitled to receive under this Agreement
through the end of the Employment Period. The aforesaid cash payments shall be
payable in a single lump sum upon termination.
(b) Xxxxxxx shall be entitled to terminate his employment
hereunder at any time. If Xxxxxxx terminates his employment hereunder, the
provisions of Section 4(a) shall apply.
(c) Any termination by act of Maxus or Xxxxxxx pursuant
to Sections 4(a) or (b) above shall be communicated by a written notice of
termination to the other party hereto and, further, in the event Xxxxxxx shall
terminate this Agreement such notice shall be sent to Maxus at least thirty
(30) days prior to the date of termination.
5. CONFIDENTIAL INFORMATION. Xxxxxxx shall take all reasonable
steps to safeguard Confidential Information (as herein defined) and to protect
such Confidential Information against disclosure, misuse, loss or theft. The
term "Confidential Information" shall mean any information not generally known
in the relevant trade or industry, which was obtained from Maxus or which was
learned, discovered, developed, conceived, originated or prepared during or as
a result of the performance of any services by Xxxxxxx on behalf of Maxus.
6. DIRECTORSHIP. During the Employment Period and for so long
thereafter as Xxxxxxx may remain employed by Maxus, Maxus agrees to nominate
Xxxxxxx to the Maxus Board at each meeting of stockholders called for the
purpose of electing directors of Maxus. Maxus further agrees that Xxxxxxx shall
be appointed to the Executive Committee (or any committee with similar
functions and powers) of the Maxus Board, if any.
7. CONTINUANCE OF LEGAL PROTECTIONS. Maxus agrees that
all rights to indemnification and exculpation in respect of actions taken by
Xxxxxxx during the Employment Period, which rights shall be those now existing
in favor of the employees, agents, directors or officers of Maxus as provided
in the certificate of incorporation or bylaws of Maxus shall survive the
termination of employment and continue in full force and effect. Maxus shall
cause to be maintained in effect throughout the Employment Period, and for a
period of seven years from the date of termination of employment, the current
policies of directors' and officers' liability insurance (or policies that have
substantially the same coverages and other material terms as contained in the
current policies of directors' and officers' liability insurance) with respect
to all matters occurring during, or as a result of, Xxxxxxx'x employment by
Maxus; provided that if any claim is asserted or made within such period, such
insurance will be continued in respect of such claim until the final
disposition thereof. Notwithstanding the foregoing, in the event that policies
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of directors' and officers' liability insurance are not being issued by
reputable carriers with coverages and other material terms substantially the
same as contained in current policies maintained by Maxus, Maxus shall obtain
and maintain policies of directors' and officers' liability insurance with the
maximum coverages then commercially available.
8. CERTAIN PUBLIC INFORMATION. Any press release or other public
information concerning Xxxxxxx, or the position held by Xxxxxxx at Maxus,
including without limitation, any press release relating to the termination of
Xxxxxxx'x employment, shall be submitted to Xxxxxxx for prior written approval,
which approval shall not be unreasonably withheld.
9. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon,
and inure to the benefit of, Maxus and its affiliates and its successors and
assigns, and shall be binding upon and inure to the benefit of Xxxxxxx, and his
legal representatives and assigns.
10. MODIFICATION OR WAIVER. No amendment, modification, waiver,
termination or cancellation of this Agreement shall be binding or effective for
any purpose unless it is made in a writing signed by the party against whom
enforcement of such amendment, modification, waiver, termination or
cancellation is sought.
11. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUSIVE OF
CONFLICTS OF LAW PRINCIPLES) AND WILL, TO THE MAXIMUM EXTENT PRACTICABLE, BE
DEEMED TO CALL FOR PERFORMANCE IN DALLAS COUNTY, TEXAS.
12. SEVERABILITY. Whenever possible, each provision and term of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision or term of this Agreement shall be
held to be prohibited by or invalid under such applicable law, then such
provision or term shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating or affecting in any manner whatsoever the
remainder of such provisions or term or the remaining provisions or terms of
this Agreement.
13. COUNTERPARTS. This Agreement may be executed on separate
counterparts each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all other prior agreements and undertakings, both written and oral,
among the parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
"MAXUS"
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
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Title: Vice President
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"Xxxxxxx"
/s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
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