EXHIBIT 99.5
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), executed this 25th day of
April 1998 to be effective as of April 17, 1998, is between Gainsco,
Inc., a Texas corporation (the "Company"), and Xxxxx X. Xxxxxxxx
("Employee").
R E C I T A L S:
A. Employer and Employee desire to enter into this written
agreement to specify the terms and conditions of Employee's employment
with the Company and its subsidiaries (collectively, "Employer").
B. Employer considers the maintenance of a sound management
team, including Employee, essential to protecting and enhancing its
best interests and those of its stockholders.
C. Employee will be President and Chief Executive Officer of
the Company. Employee will be an integral member of Employer's
management team.
NOW, THEREFORE, in consideration of Employee's future employment
with Employer and other good and valuable consideration, the parties
agree as follows:
SECTION 1. EMPLOYMENT. The Company hereby employs Employee,
and Employee hereby accepts employment, upon the terms and subject to
the conditions hereinafter set forth.
SECTION 2. DUTIES. Employee shall be employed as President
and Chief Executive Officer of the Company, and such other positions
with Employer to which he may be appointed by the Board of Directors
of the Company (the "Board"). Employee agrees to devote his full time
and best efforts to the performance of the duties attendant to his
executive position with Employer.
SECTION 3. TERM. The initial term of employment of Employee
hereunder shall continue for forty-eight months from April 17, 1998
("Employment Date") or until April 16, 2002, unless earlier terminated
pursuant to Section 6 herein. Additionally, the initial term of
employment shall be automatically extended for additional one year
periods each on the anniversary of the Employment Date during the
initial term unless either party delivers written notice to the other
party at least thirty (30) days prior to the applicable anniversary
date.
SECTION 4. COMPENSATION AND BENEFITS. In consideration for
the services of Employee hereunder, Employer shall compensate Employee
as follows:
(a) BASE SALARY. Until the termination of Employee's
employment hereunder, Employer shall pay Employee, in arrears, a base
salary at an annual rate of $340,000 ("Base Salary"). The Base Salary
may not be decreased at any time during the term of Employee's
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employment hereunder and may be increased by Employer prior to the
annual anniversary of the Employee's Employment Date. Any increase in
Base Salary shall be in the sole discretion of the Compensation
Committee of the Board.
(b) EXECUTIVE BONUS PLAN. Employee shall be eligible to
receive from Employer such annual management incentive bonuses as may
be provided in management incentive bonus plans adopted from time to
time by Employer. Notwithstanding the foregoing, Employer shall pay
Employee a minimum bonus of $260,000 in cash at the end of Employee's
first year of employment with Employer. Subject to the preceding
sentence, the Board has the right to amend or terminate any bonus plan
at any time without the consent of Employee.
(c) STOCK OPTIONS. Employer hereby grants to Employee a
non-qualified stock option in the form attached hereto as Exhibit A
(the "Option") to purchase 579,710 shares of the Company's common
stock, par value $.10 per share ("Common Stock"), for $8-5/8 per share
(the "Exercise Price"). If on any trading day within five (5) business
days after the public announcement of the Company's results of
operations for the quarter ended June 30, 1998, the last reported sale
price for Common Stock on the New York Stock Exchange (the "Closing
Price") is below $8-5/8 per share, Employer will cancel the Option and
reissue an Option to purchase the same number of shares for an
Exercise Price equal to such lowest Closing Price during such five (5)
business day period. Each Option shall have a term of five (5) years
from the date of the grant and will be fully vested and able to be
exercised at the time of the grant.
(d) RELOCATION EXPENSES. In consideration for Employee's
relocation, Employer shall (i) pay Employee a lump-sum payment of
$50,000 and (ii) reimburse Employee for reasonable relocation costs
actually incurred, including the costs incurred by Employee in selling
Employee's current residence (but not including the loss of any equity
in such residence), reasonable costs of procuring temporary housing
and other out-of-pocket moving expenses, provided that the aggregate
expenses reimbursable pursuant to this clause (ii) shall not exceed
the sum of $110,000.
(e) VACATION. Employee shall be entitled to 15 days of
paid vacation per year at the reasonable and mutual convenience of
Employer and Employee. Accrued vacation not taken in any calendar
year may be carried forward or used in the following calendar year,
but not in any subsequent calendar year unless otherwise approved by
the Board.
(f) LIFE INSURANCE BENEFITS. Employer shall pay the
premiums allocable to a term life insurance policy in the face amount
of $1,000,000 covering Employee as the named insured, subject to
Employee's passing a standard physical examination in order to permit
issuance of the policy at standard (non-rated) premiums and
satisfaction of any other standard underwriting requirements.
Employee shall be the owner of such policy and shall have the right to
designate the beneficiary of the policy proceeds. Employee shall be
liable for income taxes with respect to premium amounts includable in
Employee's taxable income.
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(g) GROUP INSURANCE BENEFITS. Employee shall be entitled
to participate in the Employer's group health and disability programs
as are made available to the Employer's other executives and officers
and the Employee's participation in such programs shall be at the same
rates which are available to the Employer's other executives and
officers.
(h) CAR ALLOWANCE. As a condition of Employee's
employment, Employee shall from time to time be required to travel by
automobile on Employer's business. Accordingly, Employer shall pay
Employee a monthly car allowance of $700, payable in equal semi-monthly
installments, to cover Employee's costs of obtaining,
maintaining and insuring a suitable automobile.
(i) CLUB MEMBERSHIP. Employer will pay initiation
fees and monthly dues in accordance with the Employer's club policy
for executives which is in effect as of the Employment Date. All
monthly charges incurred at such clubs, however, shall be the sole
responsibility of Employee except as provided in Section 5 herein.
SECTION 5. EXPENSES. The parties anticipate that in
connection with the services to be performed by Employee pursuant to
the terms of this Agreement, Employee will be required to make
payments for travel, entertainment of business associates and similar
expenses. Employer shall reimburse Employee for all appropriate and
reasonable expenses authorized by Employer and incurred by Employee in
the performance of his duties hereunder. Employee shall comply with
such budget limitations and approval and reporting requirements with
respect to expenses as Employer may establish from time to time.
SECTION 6. TERMINATION.
(a) GENERAL. Employee's employment hereunder shall
commence on the Employment Date and continue until the end of the term
specified in Section 3, except that the employment of Employee
hereunder shall terminate prior to such time in accordance with the
following:
(i) DEATH OR DISABILITY. Upon the death of Employee
during the term of his employment hereunder or, at the option of
Employer, in the event of Employee's Disability, upon 30 days' notice
to Employee.
(ii) FOR CAUSE. For "Cause" immediately upon written
notice by Employer to Employee. A termination shall be for "Cause" if:
(1) Employee commits a criminal act involving
moral turpitude; or
(2) Employee commits a material breach of any
of the covenants, terms and provisions hereof or fails to obey written
directions delivered to Employee by the Company's Chairman of the
Board; or
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(3) Employee commits or omits to perform any
act, the performance of which or the omission of which constitutes
gross negligence or willful misconduct.
(iii) WITHOUT CAUSE. Without Cause immediately
upon notice by Employer to Employee.
(b) SEVERANCE PAY.
(i) TERMINATION UPON DEATH OR DISABILITY OR FOR
CAUSE. Employee shall not be entitled to any severance pay or other
compensation upon termination of his employment pursuant to Section
6(a)(i) or (ii) except for his Base Salary accrued but unpaid as of
the date of termination, unpaid expense reimbursements under Section 5
for expenses incurred in accordance with the terms hereof prior to
termination, and compensation for accrued, unused vacation as of the
date of termination ("Accrued Amounts").
(ii) TERMINATION WITHOUT CAUSE. In the event
Employee's employment hereunder is terminated pursuant to Section
6(a)(iii) prior to the expiration of the initial term of this
Agreement (as such initial term may have been extended), Employer
shall pay Employee, as consideration for the execution of a separation
and release agreement and in lieu of any further compensation payable
hereunder other than Accrued Amounts, a cash amount equal to 36 times
150% of Employee's then current monthly rate of Base Salary. Such
separation payments shall be Employee's sole remedy in connection with
such termination. Separation payments shall be made as specified
above without regard to the number of months remaining in the term of
this Agreement.
(c) CHANGE IN CONTROL. Employer and Employee shall enter
into a Change in Control Agreement in substantially the form entered
into between the Employer and other executive officers ("Change in
Control Agreement"). If Employee's employment is terminated pursuant
to Section 6(a)(iii) above prior to the end of a period of twenty-four
(24) months beyond the month in which a "change in control of the
Company" (as defined in the Change in Control Agreement) occurs,
Employee shall receive the greater of (i) the amount determined
pursuant to Section 6(b)(ii) above or (ii) the amounts payable
pursuant to the Change in Control Agreement.
SECTION 7. INVENTIONS; ASSIGNMENT.
(a) INVENTIONS DEFINED. All rights to discoveries,
inventions, improvements, designs and innovations (including all data
and records pertaining thereto) that relate to the business of
Employer, whether or not able to be patented, copyrighted or reduced
to writing, that Employee may discover, invent or originate during the
term of his employment hereunder, and for a period of six months
thereafter, either alone or with others and whether or not during
working hours or by the use of the facilities of Employer
("Inventions"), shall be the exclusive property of Employer. Employee
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shall promptly disclose all Inventions to Employer, shall execute at
the request of Employer any assignments or other documents Employer
may deem necessary to protect or perfect its rights therein, and shall
assist Employer, at Employer's expense, in obtaining, defending and
enforcing Employer's rights therein. Employee hereby appoints
Employer as his attorney-in-fact to execute on his behalf any
assignments or other documents deemed necessary by Employer to protect
or perfect its rights to any Inventions.
(b) COVENANT TO ASSIGN AND COOPERATE. Without limiting
the generality of the foregoing, Employee shall assign and transfer to
Employer the world-wide right, title and interest of Employee in the
Inventions. Employee agrees that Employer may apply for and receive
patent rights (including Letters Patent in the United States) for the
Inventions in Employer's name in such countries as may be determined
solely by Employer. Employee shall communicate to Employer all facts
known to Employee relating to the Inventions and shall cooperate with
Employer's reasonable requests in connection with vesting title to the
Inventions and related patents exclusively in Employer and in
connection with obtaining, maintaining and protecting Employer's
exclusive patent rights in the Inventions.
(c) SUCCESSORS AND ASSIGNS. Employee's obligations under
this Section 7 shall inure to the benefit of Employer and its
successors and assigns and shall survive the expiration of the term of
this Agreement for such time as may be necessary to protect the
proprietary rights of Employer in the Inventions.
SECTION 8. CONFIDENTIAL INFORMATION.
(a) ACKNOWLEDGMENT OF PROPRIETARY INTEREST. Employee
acknowledges the proprietary interest of Employer in all Confidential
Information (as defined below). Employee agrees that all Confidential
Information learned by Employee during his employment with Employer or
otherwise, whether developed by Employee alone or in conjunction with
others or otherwise, is and shall remain the exclusive property of
Employer. Employee further acknowledges and agrees that his
disclosure of any Confidential Information will result in irreparable
injury and damage to Employer.
(b) CONFIDENTIAL INFORMATION DEFINED. "Confidential
Information" means all confidential or proprietary information of
Employer, including without limitation, (i) information derived from
reports, investigations, experiments, research and work in progress,
(ii) methods of operation, (iii) market data, (iv) proprietary
computer programs and codes, (v) drawings, designs, plans and
proposals, (vi) marketing and sales programs, (vii) client lists,
(viii) historical financial information and financial projections,
(ix) pricing formulae and policies, (x) all other concepts, ideas,
materials and information prepared or performed for or by Employer and
(xi) all information related to the business, products, purchases or
sales of Employer or any of its suppliers and customers, other than
information that is publicly available.
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(c) COVENANT NOT TO DIVULGE CONFIDENTIAL INFORMATION.
Employer is entitled to prevent the disclosure of Confidential
Information. As a portion of the consideration for the employment of
Employee and for the compensation being paid to Employee by Employer,
Employee agrees at all times during the term of his employment
hereunder and thereafter to hold in strict confidence and not to
disclose or allow to be disclosed to any person, firm or corporation,
other than to persons engaged by Employer to further the business of
Employer, and not to use except in the pursuit of the business of
Employer, the Confidential Information, without the prior written
consent of Employer.
(d) RETURN OF MATERIALS AT TERMINATION. In the event of
any termination or cessation of his employment with employer for any
reason, Employee shall promptly deliver to Employer all documents,
data and other information derived from or otherwise pertaining to
Confidential Information. Employee shall not take or retain any
documents or other information, or any reproduction or excerpt
thereof, containing or pertaining to any Confidential Information.
SECTION 9. NON-SOLICITATION.
(a) SOLICITATION OF EMPLOYEES. During Employee's
employment with Employer and for a period of twelve (12) months after
termination of such employment at any time and for any reason, and
regardless of whether any payments are made to Employee under this
Agreement as a result of such termination, Employee shall not solicit,
participate in or promote the solicitation of any person who was
employed by Employer at the time of Employee's termination of
employment with Employer to leave the employ of Employer, or, on
behalf of himself or any other person, hire, employ or engage any such
person. Employee further agrees that, during such time, if an
employee of Employer contacts Employee about prospective employment,
Employee will inform such employee that he or she cannot discuss the
matter further without the consent of Employer.
(b) SOLICITATION OF CLIENTS, CUSTOMERS, ETC. During
Employee's employment with Employer and for a period of twelve (12)
months after termination of Employee's employment under circumstances
which result in payment of any amounts to Employee under this
Agreement, Employee shall not, directly or indirectly, solicit any
person who, at the time of termination of Employee's employment with
Employer, was a client, customer, policyholder, vendor, consultant or
agent of Employer to discontinue business, in whole or in part, with
Employer. Employee further agrees that, during such time, if such a
client, customer, policyholder, vendor, or consultant or agent
contacts Employee about discontinuing business with Employer or moving
that business elsewhere, Employee will inform such client, customer,
policyholder, vendor, consultant or agent that he or she cannot
discuss the matter further without the consent of Employer.
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SECTION 10. GENERAL.
(a) Notices. All notices and other communications
hereunder shall be in writing or by written telecommunication, and
shall be deemed to have been duly given if delivered personally or if
mailed by certified mail, return receipt requested or by written
telecommunication, to the relevant address set forth below, or to such
other address as the recipient of such notice or communication shall
have specified to the other party in accordance with this Section
10(a):
If to Employer, to:
Gainsco, Inc.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Chairman of the Board
Facsimile Number: (000) 000-0000
If to Employee, to:
Xxxxx X. Xxxxxxxx
Gainsco, Inc.
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Facsimile Number: (000) 000-0000
(b) WITHHOLDING; NO OFFSET. All payments required to be
made to Employee by Employer under this Agreement shall be subject to
the withholding of such amounts, if any, relating to federal, state
and local taxes as may be required by law.
(c) EQUITABLE REMEDIES. Each of the parties hereto
acknowledges and agrees that upon any breach by Employee of his
obligations under any of Sections 7, 8, and 9, Employer shall have no
adequate remedy at law and accordingly shall be entitled to specific
performance and other appropriate injunctive and equitable relief.
(d) SEVERABILITY. If any provision of this Agreement is
held to be illegal, invalid or unenforceable, such provision shall be
fully severable, and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision never comprised a
part hereof, and the remaining provisions hereof shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall
be added automatically as part of this Agreement a provision as
similar in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
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(e) WAIVERS. No delay or omission by either party in
exercising any right, power or privilege hereunder shall impair such
right, power or privilege, nor shall any single or partial exercise of
any such right, power or privilege preclude any further exercise
thereof or the exercise of any other right, power or privilege.
(f) COUNTERPARTS. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, and
all of which together shall constitute one and the same instrument.
(g) CAPTIONS. The captions in this Agreement are for
convenience of reference only and shall not limit or otherwise affect
any of the terms or provisions hereof.
(h) REFERENCE TO AGREEMENT. Use of the words "herein,"
"hereof," "hereto," "hereunder" and the like in this Agreement refer to
this Agreement only as a whole and not to any particular section or
subsection of this Agreement, unless otherwise noted.
(i) BINDING AGREEMENT. This Agreement shall be binding
upon and inure to the benefit of the parties and shall be enforceable
by the personal representatives and heirs of Employee and the
successors and assigns of Employer. This Agreement may be assigned by
the Company or any Employer to any Employer; provided that in the
event of any such assignment, the Company shall remain liable for all
of its obligations hereunder and shall be liable for all obligations
of all such assignees hereunder. If Employee dies while any amounts
would still be payable to him hereunder, such amounts shall be paid to
Employee's estate. This Agreement is not otherwise assignable by
Employee.
(j) ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties, supersedes all prior agreements and
understandings relating to the subject matter hereof and may not be
amended except by a written instrument hereafter signed by each of the
parties hereto.
(k) GOVERNING LAW. This Agreement and the performance
hereof shall be construed and governed in accordance with the laws of
the State of Texas, without regard to its choice of law principles.
(l) GENDER AND NUMBER. The masculine gender shall be
deemed to denote the feminine or neuter genders, the singular to
denote the plural, and the plural to denote the singular, where the
context so permits.
SECTION 11. DEFINITIONS. As used in this Agreement, the
following terms will have the following meanings:
(a) Agreement has the meaning ascribed to it in the first
paragraph of this document.
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(b) Accrued Amounts has the meaning ascribed to it in
Section 6(b)(i).
(c) Base Salary has the meaning ascribed to it in Section
4(a).
(d) Cause has the meaning ascribed to it in Section
6(a)(ii).
(e) Change in Control Agreement has the meaning ascribed
to it in Section 6(c).
(f) Code means the Internal Revenue Code of 1986, as
amended.
(g) Closing Price has the meaning ascribed to it in
Section 4(c).
(h) Company means Gainsco, Inc., a Texas Corporation.
(i) Confidential Information has the meaning ascribed to
it in Section 8(b).
(j) Determination has the meaning ascribed to such term in
Section 1313(a) of the Code.
(k) Disability with respect to an Employee shall be deemed
to exist in accordance with Section 6(a)(i) if the Employee meets the
definition of either "disabled" or "disability" under the terms of the
Employer's long-term disability benefit program. Any refusal by
Employee to submit to a reasonable medical examination to determine
whether Employee is so disabled shall be deemed to constitute
conclusive evidence of Employee's disability.
(l) Employee has the meaning ascribed to it in the first
paragraph of this document.
(m) Employer refers collectively to the Company and its
subsidiaries.
(n) Employment Date has the meaning ascribed to it in
Section 3.
(o) Exercise Price has the meaning ascribed to it in
Section 4(c).
(p) Inventions has the meaning ascribed to it in Section
7(a).
(q) Option has the meaning ascribed to it in Section 4(c).
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EXECUTED as of the date and year first above written.
GAINSCO, INC.
By /s/ Xxxx X. Xxxxxxx
______________________________
Chairman of Board of Directors
/s/ Xxxxx X. Xxxxxxxx
______________________________
Xxxxx X. Xxxxxxxx
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Exhibit A
GAINSCO INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement (this "Agreement") is
entered into between Gainsco, Inc., a Texas corporation (the
"Company"), and Xxxxx X. Xxxxxxxx (the "Optionee") this 25th day of
April, 1998 pursuant to the Employment Agreement entered into by and
between the Company and the Optionee dated effective as of April 17,
1998 (the "Employment Agreement"). Terms used herein with an initial
capital letter but not defined herein shall have the meanings ascribed
to such terms in the Employment Agreement. In consideration of the
mutual promises and covenants made herein, the parties hereby agree as
follows:
1. GRANT OF OPTION. The Company grants to the Optionee an
option (the "Option") to purchase from the Company all or any part of a
total of 579,710 shares of the Company's Common Stock, par value $.10
per share ("Common Stock"), at a purchase price of $8-5/8 per share.
2. CHARACTER OF OPTION. The Option is not an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
3. TERM. The unexercised part of the Option will expire at
11:59 PM (CST) on April 16, 2003.
4. VESTING. The Option is fully vested and exercisable in full
on the date of this Agreement.
5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion
thereof shall be effected by the Optionee's giving written notice of
exercise to the Company at its principal place of business and the
Optionee's payment of the purchase price prescribed in Section 1 above
for the shares to be acquired pursuant to the exercise.
6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price
for any shares purchased pursuant to the Option shall be in cash or in
such other form of consideration as the Compensation Committee of the
Board of Directors of the Company (the "Compensation Committee") may
permit.
7. TRANSFER OF OPTIONS. The Option may not be transferred
except (i) by will or the laws of descent and distribution or (ii)
pursuant to the terms of a qualified domestic relations order, as
defined by the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, and, during the lifetime of the
Optionee, may be exercised only by the Optionee or by the Optionee's
legally authorized representative.
8. TERMINATION. The Option shall terminate on the expiration
date set forth in Section 3 above; provided, however, that in the
event of the termination of the Optionee's service as an employee of
the Company, the Option shall terminate on the following date, as
applicable:
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a. On the expiration date specified in Section 3 if
Optionee terminates his employment with the Company any time during
the period that begins on the business day before and ends at the end
of a period of twenty-four (24) months beyond the month in which such
change in control occurs;
b. On the expiration date specified in Section 3 if the
termination of Optionee's employment is effected by the Company
without Cause as specified in Section 6 of the Employment Agreement;
c. On the date that is one year after the date of
Optionee's termination of employment if such termination is on account
of the Optionee's death or Disability;
d. On the date of Optionee's termination of employment if
such termination is effected by the Company for Cause or is effected
by the Optionee (except as provided in Section 8a above with respect
to a "change in control" termination); or
e. On the expiration date specified in Section 3 in the
event of the expiration of the Employment Agreement after its initial
forty-eight month term without renewal by the parties for an
additional year pursuant to Section 3 of the Employment Agreement.
9. RESERVATION OF SHARES. The Company shall at all times
during the term of the Option reserve and keep available a sufficient
number of shares of its Common Stock to satisfy the Company's
obligation to transfer shares to the Optionee upon exercise of the
Option.
10. TAX WITHHOLDING. If the Company determines that the
issuance of shares of Common Stock to the Optionee upon his exercise
in whole or in part of the Option is subject to any federal, state, or
local tax withholding requirement, the Company shall notify the
Optionee of such requirement, and, as a condition to the issuance of
such shares, the Optionee shall pay to the Company, in cash or in any
other form of consideration the Company's Board of Directors may
permit, the amount required to be withheld.
11. COMPLIANCE WITH SECURITIES LAWS. Shares of Common Stock
shall be issued pursuant to the exercise of the Option only if the
Company determines that the issuance and delivery of the shares will
comply with all relevant provisions of state and federal law,
including without limitation the Securities Act of 1933 and the rules
and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Company's Common Stock then is listed.
The Optionee consents to the imposition of a legend upon the
certificate representing such shares restricting their transfer as
required by law or by this Agreement.
12. ANTIDILUTION. If the outstanding Common Stock is increased,
decreased, changed into, or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination,
exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split, or reverse stock split,
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an appropriate and proportionate adjustment shall be made in the
number and type of shares subject to the Option. Any such adjustment
in the Option shall be made without change in the aggregate purchase
price applicable to the unexercised portion of the Option, but with a
corresponding adjustment in the price for each share covered by the
Option. The foregoing adjustments and the manner of application of
this section shall be determined solely by the Compensation Committee.
13. AMENDMENT. This Agreement may be amended only by an
instrument in writing signed by both the Company and the Optionee.
14. MISCELLANEOUS. This Agreement will be construed and
enforced in accordance with the laws of the State of Texas and will be
binding upon and inure to the benefit of any successor or assign of
the Company and any executor, administrator, trustee, guarantor, or
other legal representative of the Optionee.
Executed as of the first day written above.
GAINSCO, INC.
By: ___________________________
Chairman of the Board
_______________________________
XXXXX X. XXXXXXXX
_______________________________
Social Security Number
of Optionee
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