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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Agreement, made as of this 22nd day of March, 2001, by and between
Contour Energy Co., a Delaware corporation (the "Company"), and Xxxxxxx X.
Xxxxxxx ("Executive").
WITNESSETH:
WHEREAS, the Company desires to employ Executive, and in particular, as
President and Chief Executive Officer, effective April 30, 2001, on the terms
set forth below, and Executive is willing to accept such employment on such
terms.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the parties hereto do hereby agree:
1. DEFINITIONS
As used in this Agreement, defined words and phrases have the meaning
first ascribed to them herein whenever the first letter of each word is
capitalized. Words used in the masculine apply equally to the feminine,
and wherever the context dictates, the plural should be read as the
singular and the singular as the plural. References to Sections are to
Sections of this Agreement. The headings at the beginning of each
section are inserted for convenience only and are not intended to
describe, interpret, define, or limit the scope, extent, or intent of
this Agreement.
a. "Board" means the Company's board of directors.
b. "Cause" shall be deemed to exist if, and only if:
i. Executive is convicted in a court of law of any crime
(i) that constitutes a felony relating to the Company
or any other business endeavor or (ii) that
constitutes a felony which involves moral turpitude;
or
ii. Executive engages in willful misconduct or any
material breach of or willful material failure to
perform his duties and responsibilities hereunder,
which misconduct, breach, or failure shall continue
after the Company, by action of the Board, shall have
advised Executive thereof in writing and shall have
afforded Executive a reasonable opportunity (which
shall be at least 30 days from the date of such
written advice or knowledge thereof) to correct the
acts or omissions complained of, and which Executive
shall have so failed to take action to correct within
such period.
c. "Disability" means Executive's inability to fully and
competently perform the duties hereunder for a period of at
least three consecutive months by reason of mental or physical
illness or other incapacity. The Company and Executive or his
attorney-in-fact shall, based on competent medical advice,
determine whether Executive is and continues to be disabled.
If the Company and Executive or his attorney-in-fact disagree
with the determination of disability, then each of them shall
appoint a doctor and the two doctors shall select a third
independent doctor whose decision as to whether Executive has
been unable to perform the duties of the nature contemplated
hereunder for a three-consecutive-month period shall be
binding on the parties.
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The doctor advising the Company with regard to the Company's
initial determination of whether Executive has been disabled
within the foregoing meaning and the independent doctor
selected by the two doctors designated by the Company and
Executive or his attorney-in-fact shall be given full access
to Executive's medical records and shall be afforded a
reasonable opportunity to examine Executive. The Company
agrees to instruct such doctors to maintain all information
reflected in Executive's records in full confidence and not to
disclose such information to any person (including the
Company) except as may be necessary for the determination
described above. All references to doctor in this paragraph
1.d shall mean a practicing doctor of medicine.
d. "Executive Officer" means all positions held by Executive with
the Company at present and, effective April 30, 2001,
President and Chief Executive Officer.
e. "Fair Market Value" has the meaning given such phrase in
Section 4.b hereof.
f. "Notice of Termination" means a written notice that sets forth
the date of termination and, in the event of termination for
Cause or Disability, the facts and circumstances claimed to
provide a basis for termination of Executive's employment.
g. "Change of Control" means if (i) the Company is merged or
consolidated with another corporation and as a result of such
merger or consolidation less than 50% of the outstanding
voting securities of the surviving or resulting corporation
are owned in the aggregate by the former shareholders of the
Company; (ii) the Company sells all or substantially all of
its assets to another corporation, which is not a wholly-owned
subsidiary of the Company; (iii) any person or group within
the meaning of the Securities Exchange Act of 1934, as
amended, acquires (together with voting securities of the
Company held by such person or group) 30% or more of the
outstanding voting securities of the Company (whether
directly, indirectly, beneficially or of record) pursuant to
any transaction or combination of transactions; (iv) there is
a change of control of the Company of a 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 1934,, as amended, whether or not the Company
is then subject to such reporting requirements; or (v) the
individuals who, at the beginning of any period of twelve
consecutive months, constituted the Board of Directors cease,
for any reason, to constitute at least a majority thereof,
unless the nomination for election or election by the
Company's shareholders of each new director of the Company was
approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the
beginning of such period or whose election or nomination for
election was previously so approved.
2. TERM
This Agreement commences effective as of March 22, 2001 (the
"Commencement Date"), and shall continue for three (3) years from the
Commencement Date, unless sooner terminated (the "Employment Term").
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3. DUTIES
During the Employment Term the Company will employ Executive in a
senior executive capacity, with such responsibilities as the Company
may from time to time determine during the term of this Agreement,
including the duties attendant to being Executive Officer. Executive
will comply with all applicable laws, with all corporate documents
governing the conduct of the Company's business and affairs, and with
the Company's policies.
Executive agrees to devote substantially all of his business time to
the performance of his duties hereunder.
4. COMPENSATION
a. The Company shall pay Executive for all services to be
performed hereunder during the term of this Agreement. The
Company agrees to pay to Executive an annual salary of
$250,000 (the "Base Salary"), payable in semimonthly
installments in arrears on the fifteenth and last day of each
calendar month, the first such installment to be payable for
the period ended March 31, 2001. On the anniversary of this
Agreement in each of 2002 and 2003, the Base Salary shall be
adjusted upward by the amount necessary, if any, to provide a
cost of living adjustment ("COLA"). The annual adjustment
shall be determined by reference to the latest available
monthly publication (prior to each such anniversary date) by
the U.S. Department of Labor of the Consumer Price Index
compared to the comparable publication in the preceding year
and applying appropriate calculations to arrive at the Base
Salary for the ensuing year of the Employment Term.
b. With respect to each full fiscal year during the Employment
Term, Executive shall be eligible to earn an annual bonus
award (an "Annual Bonus") in such amount, if any, as
determined in the sole discretion of the Board; provided,
however, that, should he remain employed for the full
Employment Term, Executive shall be paid a cash lump sum of
the lesser of (a) $400,000 and (ii) $400,000 minus an amount
equal to "Aggregate Value". "Aggregate Value" shall mean (i)
all amounts payable to Executive as Annual Bonuses, plus (ii)
a dollar amount equal to 400,000 multiplied by the excess, if
any, of (a) the Fair Market Value (as hereinafter defined) of
a Share (as hereinafter defined) as of March 21, 2004, over
(b) $2.00. For purposes hereof "Fair Market Value" of a Share
shall mean the arithmetic average, for the twenty business
days preceding March 21, 2004 or, if earlier preceding the
date of termination of Executive's employment pursuant to
Sections 6b, 6c or 6d hereof, on which Shares could have been
traded, of the last reported sale prices regular way or, in
case no such reported sale takes place on any such day, the
average of the last closing bid and asked prices regular way,
in either case on the principal national securities exchange
on which the Shares are listed or admitted to trading, or if
not listed or admitted to trading on any national securities
exchange, (i) the closing sale price for such day reported by
the NASDAQ Stock Market, if such security is traded
over-the-counter and quoted on the NASDAQ Stock Market, or
(ii) if such security is so traded, but no so quoted, the
average of the closing reported bid and
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asked prices of such security as reported by the NASDAQ Stock
Market or any comparable system, or (iii) if such security is
not listed on the NASDAQ Stock Market or any comparable
system, the average of the closing bid and asked prices as
furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the
Company for that purpose. If such security is not listed and
traded in a manner that the quotations referred to above are
available for the period required hereunder, the Fair Market
Value per Share of such security shall be deemed to be the
fair value per share of such security as reasonably determined
in good faith by the Board of Directors of the Company.
c. The Company acknowledges that the Board (and/or the
Compensation Committee thereof) has granted Executive, as of
March 22, 2001, under the Company's 2001 Stock Plan, options
("Options") to purchase 400,000 shares ("Shares") of common
stock of the Company, at an exercise price of $2.00 per share,
subject to adjustment from time to time in accordance with
such Plan.
d. In addition to the payments and awards set forth in paragraphs
a, b, c, and d above:
i. During the term of this Agreement, upon submission of
a reasonable accounting, the Company shall reimburse
Executive for all reasonable travel, entertainment,
and other business expenses that are in compliance
with Company policy related to his employment
hereunder.
ii. During the term of this Agreement, Executive shall be
eligible for the Company's employee benefit programs
on the terms on which the same are extended to the
Company's executives generally, including but not
limited to the Company's Section 401(k) plan, a
health care plan, 30 work days (per calendar year)
vacation, and reimbursement for reserved parking
expenses. To the extent that vacation is not used in
any year during the Employment Term, such vacation
may be carried forward without limitation. The amount
of vacation accrued for the year in which termination
of employment occurs shall be prorated for the
fraction of the year which has transpired as of the
date of termination.
e. During the term of this Agreement, Executive shall be entitled
to reimbursement for membership dues for a business club
(luncheon) and a country club and to reimbursement for the
initiation fees and dues for an athletic club.
The Company shall have the right to deduct from all payments to be made
under this Agreement any federal, state, or local taxes required by law
to be withheld from such payments.
5. NONDISCLOSURE OF CONFIDENTIAL INFORMATION
Executive agrees that, during his employment by the Company and
thereafter, he will not use or disclose to others, directly or
indirectly, any confidential information relating to the business,
prospects, or plans of the Company or its subsidiaries. Notwithstanding
the previous sentence, Executive shall not be in violation of this
section in the event of a disclosure pursuant to a court action or
governmental rule, regulation or proceeding (hereinafter referred to as
an "Ordered Disclosure") provided Executive has notified the
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Company of such Ordered Disclosure within five business days of being
personally served with such Ordered Disclosure. Executive agrees to
cooperate in good faith with the Company in responding to such Ordered
Disclosure in order to prevent, limit, or impose restrictions on such
Ordered Disclosure. In no event, however, shall this section require
Executive to take action or otherwise cause Executive to be in
violation of any law or result in contempt of such Ordered Disclosure.
Upon termination of his employment with the Company, Executive shall
surrender to the Company any and all work papers, reports, manuals,
documents, and the like (including all originals and copies thereof and
all electronic versions thereof) in his possession which contain
confidential information relating to the business, prospects or plans
of the Company or its affiliates.
Executive agrees that following any termination of his employment with
the Company, he will endorse strategies of the Company, and will not
disclose or cause to be disclosed any negative, adverse, or derogatory
comments or information of a substantial nature about the Company or
its management, or about any product or service provided by the
Company, or about the Company's prospects for the future. The Company
may seek the assistance, cooperation, or testimony of Executive
following any such termination in connection with any investigation,
litigation, or proceeding arising out of matters within the knowledge
of Executive and related to his position as an officer or employee of
the Company, and in any instance, Executive shall provide such
assistance, cooperation, or testimony and the Company shall pay
Executive's reasonable costs and expenses in connection therewith. In
addition, if such assistance, cooperation, or testimony requires more
than a nominal commitment of Executive's time, the Company will
compensate Executive for such time at a per diem rate derived from
Executive's salary from the Company at the time of Executive's
termination.
6. TERMINATION
The Employment Term and Executive's employment hereunder may be
terminated by either party at any time and for any reason; provided,
however, that Executive must provide the Company at least sixty days'
advance written notice of any resignation of Executive's employment.
Notwithstanding any other provision of this Agreement, the provisions
of this Section 6 shall exclusively govern Executive's rights upon
termination of employment with the Company and its affiliates and
Executive shall have no other rights to any amounts not herein provided
for, including any other severance or termination benefits or payments.
a. By the Company For Cause or By Executive Resignation.
i. The Employment Term and Executive's employment
hereunder may be terminated by the Company for Cause.
ii. If Executive's employment is terminated by the
Company for Cause, or if Executive resigns, Executive
shall be entitled to receive:
(A) in cash the Base Salary, as the same may be
adjusted for any applicable COLA, through
the date of termination;
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(B) in cash any Annual Bonus earned but unpaid
as of the date of termination for any
previously completed fiscal year;
(C) reimbursement in cash for any unreimbursed
business expenses properly incurred by
Executive in accordance with Company policy
prior to the date of Executive's
termination;
(D) such Employee Benefits, if any, as to which
Executive may be entitled under the employee
benefit plans of the Company, including, but
not limited to, the Company's 2000 Unit
Performance Plan and the Company's 2001
Stock Option and Stock Award Plan; and
(E) an amount in cash in respect of all accrued
but unused vacation through the date of
termination based on Executive's Base Salary
then in effect and using a per diem rate of
pay based on such Base Salary calculated by
dividing such Base Salary by 260. The dollar
amount payable to Executive under this
Section 6aii(E) shall be the product of such
per diem rate and the number of days of
accrued but unused vacation (the amounts
described in clauses (A) through (E) hereof
being referred to as the "Accrued Rights").
Following such termination of Executive's employment by the Company for
Cause or resignation by Executive, except as set forth in this Section
6aii, Executive shall have no further rights to any compensation or any
other benefits under this Agreement.
b. Disability or Death.
i. The Employment Term and Executive's employment
hereunder shall terminate upon Executive's death and
may be terminated by the Company if Executive suffers
a Disability.
ii. Upon termination of Executive's employment hereunder
for either Disability or death, Executive or
Executive's estate (as the case may be) shall be
entitled to receive:
(A) the Accrued Rights; and
(B) a cash lump sum equal to (i) the product of
$400,000 multiplied by a fraction the
denominator of which is 1095 and the
numerator of which is the number of days
transpiring from March 22, 2001 to the date
of Executive's death or Disability minus
(ii) the aggregate amount of Annual Bonuses
which have previously become payable to
Executive hereunder and (iii) minus the
amount determined by multiplying (I) the
excess of the Fair Market Value of a Share
as of the date of termination of Executive's
employment over $2.00 by (II) the number of
Options vested under the Company's 2001
Stock Option Award Plan as of such date.
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Following Executive's termination of employment due to death or
Disability, except as set forth in this Section 6bii, Executive shall
have no further rights to any compensation or any other benefits under
this Agreement.
c. By the Company Without Cause.
i. The Employment Term and Executive's employment
hereunder may be terminated by the Company without
Cause.
ii. If Executive's employment is terminated by the
Company without Cause, Executive shall be entitled to
receive:
(A) the Accrued Rights;
(B) a cash lump sum equal to the greater of the
then current Base Salary for 12 months or
the then current Base Salary prorated for
the remaining Employment Term; and
(C) a cash lump sum equal to the Adjusted
Aggregate Value.
Following Executive's termination of employment by the Company without
Cause, except as set forth in this Section 6cii, Executive shall have
no further rights to any compensation or any other benefits under this
Agreement.
d. Following a Change in Control.
i. The Employment Term and Executive's employment
hereunder may be terminated by either party following
a Change in Control.
ii. Notwithstanding the foregoing provisions of this
Section 6, if Executive's employment is terminated by
the Company (or its successor) without Cause, or if
Executive resigns for any reason, in each case within
ninety days following a Change in Control, Executive
shall be entitled to receive, subject to clause iii
below:
(A) the Accrued Rights;
(B) a cash lump sum equal to the amount
determined by multiplying the Base Salary in
effect at the date of termination by three
(3); and
(C) a cash lump sum equal to the Adjusted
Aggregate Value.
iii. If all or any portion of the amount of any payment
made on account of this Section 6d or otherwise (a
"Change in Control Payment") would not be deductible
for federal income tax purposes by a Tax Affiliate
(or other person who made or is required to make such
Change in Control Payment) by reason of the
application of Section 280G of the Internal Revenue
Code of 1984 (the "Code"), the aggregate amount of
such payment shall be reduced until (A) no portion of
the total amount of all Change in Control Payments is
not deductible by a Tax Affiliate (or other person
who made or is required to make such Change in
Control Payment) by reason of the application of that
section or (B) the aggregate amount of such payment
is
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reduced to zero. For purposes of determining whether
all or any portion of the amount of any Change in
Control Payment would not be deductible for federal
income tax purposes by a Tax Affiliate (or other
person who made or is required to make such Change in
Control Payment) by reason of the application of that
section,
(A) no portion of the total amount of all Change
in Control Payments the receipt or enjoyment
of which the Employee shall have effectively
waived, for purposes of section 280G of the
Code, before the date of payment of the
payments required under Section 6d shall be
taken into account;
(B) no portion of the total amount of all Change
in Control Payments shall be taken into
account that, in the opinion of tax counsel
selected by the Company's independent
accountants and reasonably acceptable to
Executive (the "Tax Counsel"), does not
constitute a "parachute payment" within the
meaning of section 280G(b)(2) of the Code;
(C) no portion of the total amount of all Change
in Control Payments shall be taken into
account that, in the opinion of Tax Counsel,
(x) constitutes reasonable compensation for
services rendered within the meaning of
section 280G(B)(4) of the Code and (y) is
not considered in the calculation of a
"parachute payment"; and
(D) the value of any noncash benefit or any
deferred payment or benefit included in the
total amount of all Change in Control
Payments shall be determined by the
Company's independent accountants, subject
to review and comment by Executive, in
accordance with sections 280G(d)(3) and
280G(d)(4) of the Code.
Notwithstanding the foregoing provisions of this Section
6diii, it is the intention of the Company and the Executive to
give effect to the full amount of the payments contemplated by
Section 6dii above, and the Company agrees to use commercially
reasonable efforts to structure such payments in such a manner
as to achieve the fullest deductibility as is practicable and
consistent with legal requirements. Such structural features
may include, without limitation, reasonable allocations of
portions of the payments as consideration for surviving
covenants of Executive hereunder, deferral of portions of such
payments or other appropriate changes with respect to such
payments.
e. Definition of Adjusted Aggregate Value. "Adjusted Aggregate
Value" at any date with reference to the termination of
Executive's employment under Sections 6c and 6d hereof shall
mean the lesser of (i) $400,000 and (ii) an amount equal to
$400,000 minus the aggregate amount of Annual Bonuses which
have previously become payable to Executive hereunder and
minus the amount determined by multiplying (I) the excess of
the Fair Market Value of a Share as of the date of
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termination of Executive's employment over $2.00 by (II) the
number of Options vested under the Company's 2001 Stock Option
Award Plan as of such date.
f. Prompt Payment. Amounts payable in cash under this Section 6
shall be paid promptly upon termination of employment but in
any event within 30 days thereafter.
g. Continued Employment Beyond the Expiration of the Employment
Term. Unless the parties otherwise agree in writing,
continuation of Executive's employment with the Company beyond
the expiration of the Employment Term shall be deemed an
employment at-will and shall not be deemed to extend any of
the provisions of this Agreement and Executive's employment
may thereafter be terminated at will by either Executive or
the Company; provided that the provisions Sections 5, 7, and 9
of this Agreement shall survive any termination of this
Agreement or Executive's termination of employment hereunder.
h. Notice of Termination. Any purported termination of employment
by the Company or by Executive (other than due to Executive's
death) shall be communicated by Notice of Termination to the
other party hereto in accordance with Section 15.
i. Board Resignation. Upon termination of Executive's employment
for any reason, Executive shall resign, as of the date of such
termination and to the extent applicable, from the Board and
the board of directors of any of the Company's affiliates.
7. RESTRICTIVE COVENANT
a. Executive acknowledges and recognizes the highly competitive
nature of the businesses of the Company and its affiliates and
accordingly agrees as follows:
i. During the period commencing on March 22, 2001, and
terminating on March 21, 2004, or, if a shorter
period, one (1) year after termination of employment
by the Company without Cause under Section 6c hereof
or following a Change in Control under Section 6d
hereof (the "Restricted Period"), Executive will not
directly or indirectly:
(A) engage in any business that competes with
the business of the Company or its
affiliates (a "Competitive Business");
(B) enter the employ of, or render any services
to, any person or entity (or any division of
any person or entity) who or which engages
in a Competitive Business, including any
person or entity who or which derives more
than 10% of its annual revenues from any
Competitive Business (or which is part of a
controlled group of corporations which
derives more than 10% of its annual revenues
from any Competitive Business).
(C) acquire a financial interest in, or
otherwise become actively involved with, any
Competitive Business, directly or
indirectly, as
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an individual, partner, shareholder,
officer, director, principal, agent, trustee
or consultant; or
(D) interfere with, or attempt to interfere
with, business relationships (whether formed
before, on, or after the date of this
Agreement) between the Company or any of its
affiliates and employees, customers, or
suppliers of the Company or its affiliates.
ii. Notwithstanding anything to the contrary in this
Agreement, Executive may directly or indirectly own,
solely as an investment, securities of any person
engaged in the business of the Company or its
affiliates which are publicly traded on a national or
regional stock exchange (including the NASDAQ Stock
Market as an exchange for this purpose) or on the
over-the-counter market if Executive (A) is not a
controlling person of, or a member of a group which
controls, such person and (B) does not, directly or
indirectly, own 3% or more of any class of securities
of such person.
iii. During the period of one (1) year following the date
Executive ceases to be employed by the Company,
whether at the end of the Employment Term or sooner
(the "Special Restricted Period"), Executive will
not, whether on Executive's own behalf or on behalf
of or in conjunction with any person, company,
business entity or other organization whatsoever,
directly or indirectly:
(A) solicit or encourage any employee of the
Company or its affiliates to leave the
employment of the Company or its affiliates;
(B) hire any such employee who was employed by
the Company or its affiliates as of the date
of Executive's termination of employment
with the Company or who left the employment
of the Company or its affiliates coincident
with, or within one year prior to or after,
the termination of Executive's employment
with the Company; or
(C) directly or indirectly divert or attempt to
divert from the Company any property
acquisition or geological concept as to
which the Company has been actively engaged
during the term hereof.
iv. During the Special Restricted Period, Executive will
not, directly or indirectly, solicit or encourage to
cease to work with the Company or its affiliates any
consultant then under contract with the Company or
its affiliates.
b. It is expressly understood that although Executive and the
company consider the restrictions contained in this Section 7
to be reasonable, if a final judicial determination is made by
a court of competent jurisdiction that the time or territory
or any other restriction contained in this Agreement is an
unenforceable restriction against Executive, the provisions of
this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time
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and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.
Alternatively, if any court of competent jurisdiction finds
that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to
make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained
herein.
8. INDEMNIFICATION
Except to the extent attributable to Executive's willful misconduct or
action leading to the Company's termination of this Agreement for
Cause, the Company shall indemnify Executive against expenses
(including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with
any action, suit or proceeding to which Executive has been made a party
by reason of his capacity as Executive Officer of the Company if
Executive acted in good faith and in a manner Executive reasonably
believed to be in or not opposed to the best interest of the Company
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Executive's conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that Executive
did not act in good faith and in a manner which Executive reasonably
believed to be in or not opposed to the best interest of the Company,
and with respect to any criminal action or proceeding, had reasonable
cause to believe that Executive's conduct was unlawful.
9. ADDITIONAL REMEDIES
In the event of a breach or a threatened breach of the terms of Section
5 or 7 by Executive, the Company shall, in addition to all other
remedies, be entitled to a temporary or permanent injunction and/or a
decree for specific performance, in accordance with the provisions
hereof, without showing any actual damage or that monetary damages
would not provide an adequate remedy and without any bond or other
security being required.
10. NONASSIGNMENT
This Agreement is personal to Executive and shall not be assigned by
him. Executive shall not hypothecate, delegate, encumber, alienate,
transfer, or otherwise dispose of his rights and duties hereunder. The
Company may assign this Agreement without Executive's consent to any
other entity who, in connection with such assignment, acquires all or
substantially all of the Company's assets, or into or with which the
Company is merged or consolidated.
11. WAIVER
The waiver by the Company of a breach by Executive of any provision of
this Agreement shall not be construed as a waiver of any subsequent
breach by Executive.
12. SEVERABILITY
If any clause, phrase, provision, or portion of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable under any applicable law,
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such event shall not affect or render invalid or unenforceable the
remainder of this Agreement and shall not affect the application of any
clause, provision, or portion hereof to other persons or circumstances.
13. DISPUTES
Each of the parties hereto hereby irrevocably agrees that any legal
action or proceeding arising out of this Agreement shall be brought
only in the state or federal courts located in the State of Texas. Each
party hereto hereby irrevocably consents to the service of process
outside the territorial jurisdiction of such courts in any such action
or proceeding by the mailing of such documents by registered United
States mail, postage prepaid, if to the Company to the address of its
principal place of business and if to Executive to the address listed
in the Company's books and records.
14. RELEVANT LAW
This Agreement shall be construed by, subject to, and governed in
accordance with the internal laws of the State of Texas.
15. NOTICES
All notices, requests, demands, and other communications in connection
with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any
general or branch United States post office by registered or certified
mail, postage prepaid, addressed as follows, or to such other address
as shall have been designated in writing by the addressee:
a. If to the Company
Contour Energy Co.
Suite 1100
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Corporate Secretary
b. If to Executive:
Xxxxxxx X. Xxxxxxx
Contour Energy Co.
Suite 1100
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
16. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding of the parties and
supersedes all prior agreements, arrangements, and communications,
whether oral or written, and this Agreement shall not be modified or
amended except by written agreement of the Company and Executive.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
COMPANY:
CONTOUR ENERGY CO.
By /s/ Xxxx X. Xxxxx
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Authorized Representative
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxx
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