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Exhibit 10.18
XXXXXX OIL AND GAS COMPANY
SEPARATION AGREEMENT
WITH
X.X. XXXXXX
This Agreement is entered into as of January 4, 2000, by and between
XXXXXX OIL AND GAS COMPANY, a Delaware corporation ("Company") and X.X. XXXXXX,
an individual residing in California ("Xxxxxx").
WHEREAS, on or about June 1, 1998, the Company, as employer, and
Xxxxxx, as employee, entered into a written employment agreement (the
"Employment Agreement");
WHEREAS, on or about August 31, 1999, Xxxxxx resigned his officer
positions with the Company; and
WHEREAS, since September 1, 1999, Xxxxxx has served as chairman of a
standing committee of the Board of Directors of the Company known as the
"Russian Projects Committee"; and
WHEREAS, Xxxxxx and the Company have agreed to terminate the Employment
Agreement on the terms and conditions set forth in this Agreement.
Now therefore, in consideration of the foregoing and the mutual
covenants, representations, agreements and promises set forth herein, and
intending to be legally bound, the parties agree as follows:
1. Termination of Employment Agreement. Subject to the terms of this
Agreement and subject to the execution and delivery by the Company and Xxxxxx of
the Consulting Agreement (as defined below), the Employment Agreement is hereby
terminated.
2. Resignation. Xxxxxx hereby resigns each and every position which he
currently holds with the Company and all of its subsidiaries and affiliates,
except that Xxxxxx shall not resign from the Board of Directors of the Company
nor shall Xxxxxx resign from the positions he currently holds with Geoilbent,
Ltd. and Arctic Gas, Ltd. The Company shall enter into a Consulting Agreement
with Xxxxxx in the form attached hereto as Exhibit X. Xxxxxx shall execute any
and all forms or notifications reasonably necessary to implement such
resignations. Xxxxxx acknowledges that the Company, through its Board of
Directors, has advised him that it will not nominate Xxxxxx for election to the
Board of Directors at the 2000 annual meeting of the Company.
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3. Russian Projects Committee. For so long as Xxxxxx is a Director of
the Company, it shall establish a standing committee of the Board of Directors
of the Company known as the "Russian Projects Committee." Xxxxxx shall be the
Chairman of that committee and the members of the committee shall be Xx. Xxxxxxx
X. Xxxxxxx, Xx. Xxxxxxx X. Xxxxxxxxxx, and Xxxxxx. The committee shall be under
the direction of the Board of Directors and shall be responsible for the
oversight of all of the Company's Russian operations.
4. Stock Options. The Company has granted certain stock options to
Xxxxxx as set forth on Exhibit A attached hereto (collectively, the "Stock
Options"). To the extent that the Stock Options have not vested, they will
continue to vest for so long as Xxxxxx is providing consulting services under
the Consulting Agreement, and for a period of twelve (12) months thereafter. The
Stock Options, to the extent that they vest, shall be exercisable by Xxxxxx at
any time or from time to time for a period of ten (10) years from the grant of
each respective Option. The Compensation Committee of the Company shall execute
minutes reflecting such agreement. Notwithstanding any other term or provision
of this Agreement, Xxxxxx acknowledges that he has previously pledged to the
Company all of the Stock Options, including all as yet unvested options, as
collateral security for his outstanding indebtedness to the Company. Xxxxxx
agrees that he will execute such documents and instruments as the Company
requests to reaffirm and ratify such pledge.
5. Consulting Agreement. Simultaneously with their execution and
delivery of this Agreement, the Company and Xxxxxx shall enter into a consulting
agreement in the form attached hereto as Exhibit B (the "Consulting Agreement").
6. Intention to Continue to Pursue Russian Projects. The Company
expresses its present intention to pursue its current Russian projects;
provided, however, that the Company makes no representations to Xxxxxx about its
future plans. In particular, the Company may decide, in its sole discretion, to
dispose of, assign, transfer, abandon or otherwise modify or terminate its plans
for its Russian projects.
7. No Disparagement. Xxxxxx and the Company agree that neither party
will issue or make any disparaging remarks about the other party in any trade
publication or other news media.
8. Successors and Assigns; Binding Agreement. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns. Xxxxxx
acknowledges that this Agreement is personal to him and may not be assigned by
him.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to conflict
of law rules thereof.
10. Waiver. The waiver by either party hereto of any right hereunder of
any failure to perform or breach by the other party hereto shall not be deemed a
waiver or any other right hereunder or of any other failure or breach by the
other party hereto, whether of the same or a similar nature or otherwise. No
waiver shall be deemed to have occurred unless set forth in writing executed by
or on behalf of the waiving party. No such written waiver shall be deemed a
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continuing waiver unless specifically stated therein, and each such waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.
11. Notices. All notices or communications that are required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given when delivered personally or sent overnight carrier service to
the parties at the following addresses:
The Company: Xxxxxx Oil and Gas Company
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxx 00000
Xxxxxx: 000 Xxxx Xxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxxx 00000
or to such other address as may be specified in a written notice delivered
personally or sent by overnight courier given by one party to the other party
hereunder.
12. Severability. If for any reason any term or provision of this
Agreement is held to be invalid or unenforceable, all other valid terms and
provisions hereof shall remain in full force and effect, and all of the terms
and provisions of this Agreement shall be deemed to be severable in nature. If
for any reason any term or provision containing a restriction set forth herein
is held to cover an area or to be for a length of time which is unreasonable, or
in any other way is construed to be too broad or to any extent invalid, such
term or provision shall not be determined to be null, void and of no effect, but
to the extent the same is or would be valid or enforceable under applicable law,
any court of competent jurisdiction shall construe and interpret or reform this
Agreement to provide for a restriction having the maximum enforceable area, time
period and other provisions (not greater than those contained herein) as shall
be valid and enforceable under applicable law.
13. Integration Clause. This Agreement (including the Exhibits attached
to this Agreement) constitutes the entire agreement between the parties to this
Agreement with respect to the subject matter of this Agreement, and there are no
other terms, obligations, covenants, representations, statements or conditions
except as set forth in this Agreement. No change or amendment to this Agreement
will be effective unless it is contained in a writing denominated as an
"Amendment to Separation Agreement" and is signed by both of the parties to this
Agreement. Failure to insist upon strict compliance with any term or provision
of this Agreement will not be deemed to be a waiver of any rights under a
subsequent act or failure to act. The parties to this Agreement acknowledge and
agree that in the event of any subsequent litigation, arbitration proceeding,
controversy or dispute concerning this Agreement, neither of the parties to this
Agreement will be permitted to offer or introduce into evidence any oral
testimony concerning any oral promises or oral agreements between them that
relate to the subject matter of this Agreement that are not included or referred
to in this Agreement and that are not evidenced by a writing entitled "Amendment
to Separation Agreement" which is signed by both of the parties to this
Agreement.
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14. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original for all purposes but which, together, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties execute this Agreement effective on the
date set forth above.
XXXXXX OIL AND GAS COMPANY
By: /s/ Xxxxxxx X. Xxxx Date: February 18, 2000
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Xxxxxxx X. Xxxx
Office of the Chief Executive
By: /s/ Xxxxx X. XxXxxxxx Date: February 17, 2000
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Xxxxx X. XxXxxxxx
Office of the Chief Executive
/s/ X.X. Xxxxxx Date: February 17, 2000
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X.X. XXXXXX
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