Xxxxxxx X. Xxxxxx
December __, 1998
Page 1
[POG Letterhead]
December __, 1998
Xx. Xxxxxxx X. Xxxxxx
[home address]
Re: Confirmation of Employment Contract
Dear Xxx:
This letter is intended to reconfirm the existence of, and our mutual
obligations under, the Employment Agreement between you and Xxxxx Oil and Gas
Company ("Company") dated as of December 27, 1994 ("Employment Agreement").
As you know, the Company is presently considering one or more potential
transactions in which the Company might be merged with or into another entity,
acquired directly or indirectly by another entity, or involved in another
similar type of transaction, all of which would require shareholder approval
(hereafter referred to as a "Merger Transaction").
In order to induce you to continue to serve as the interim President
and as a director of the Company through at least the completion of a Merger
Transaction, the Company, acting through the Executive Committee of the Board of
Directors, hereby reconfirms and acknowledges the Com pany's obligations to you
as set forth in the Employment Agreement.
The following clarifications and understandings apply to our respective
rights and obligations under the Employment Agreement:
1. Duties. Since November 2, 1998, you have served as the interim
President, reporting to the Executive Committee of the Board of Directors and
the Board of Directors. Your duties under the Employment Agreement have been
deemed to be revised accordingly.
2. Compensation. Your present level of compensation is $105,000
annually, payable at the same time as other employees of the Company are paid.
Exhibit C to the Employment Agreement is deemed to be revised to accurately
reflect your current level of compensation.
3. Termination Upon Change of Control. Under Section 3.7 of the
Employment Agreement, the Company is obligated to pay certain amounts to you if
you are terminated as a direct or indirect result of a change in control. The
Company and you, by signing below, hereby confirm that our respective rights and
obligations as set forth in Section 3.7 are in full force and effect. Further,
we hereby agree that if you do not choose to be employed by any successor entity
following a Merger Transaction, then the Company's obligations to you under
Section 3.7 of the Employment Agreement shall apply. Furthermore, the Company
hereby confirms and agrees that all amounts
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Xxxxxxx X. Xxxxxx
December __, 1998
Page 2
which will be owed to you under Section 3.7 shall be paid to you in cash at the
time of closing of any Merger Transaction.
4. Reaffirm Employment Agreement. The Executive Committee of the Board
of Directors expects that clarification of the Company's obligation to you under
the Employment Agreement will provide additional incentive for you to continue
to serve as the interim President through the completion of a Merger
Transactions. While it is not our understanding that this clarification amends
or changes our respective rights or obligations as they presently exist, by
signing below, the Company and you mutually agree that the Employment Agreement
is in full force and effect and that our respective rights and obligations shall
include the understandings and acknowledgments set forth in this letter.
Please sign and return the extra copy of this letter in the place
indicated below to acknowledge your understanding and agreement of the matters
set forth in this letter.
Sincerely,
XXXXX OIL AND GAS COMPANY
By _______________________________
Xxxxxxx X. Xxxxxxx, Chairman
The matters set forth above are understood and agreed to:
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Xxxxxxx X. Xxxxxx
xxxxx\employment ag\xxxxxx reconfirm.ag.wpd
