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Exhibit 10.18
COMPENSATION AGREEMENT
THIS AGREEMENT is made on the 27th day of December, 1995 between Maxus Energy
Corporation, a company incorporated under the laws of the State of Delaware,
United States of America, whose principal office is located at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000 (the "Company") and Xxxxxxx X. Xxxxx (the
"Executive").
WHEREAS, the Executive and the Company have entered into certain understandings
related to the payment of compensation, performance of services and location of
duties to be performed, and
WHEREAS, the Executive and the Company have agreed that to defer payment of
certain compensation that may be earned by the Executive, and
WHEREAS, such agreement was made prior to the Executive's performance of any
duties for the Company and its affiliates in the United States or earning any
compensation with respect thereto in or for periods subsequent to December 31,
1995, and
WHEREAS, the Executive and the Company desire to memorialize such agreements in
a written agreement,
IT IS HEREBY AGREED as follows:
1. Time Covered
The Executive shall be compensated by the Company under the terms of
this Agreement beginning with the first day of January 1996. This
Agreement may be terminated at any time by the Executive or the
Company. In no event shall any payments be due under this Agreement
until the date specified in paragraph 5 of this Agreement.
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2. Services Covered
The Executive shall hold office and serve the Company as President and
Chief Executive Officer at the pleasure of the Board of Directors of
the Company (the "Board"). In such capacity, the Executive shall
perform the duties and exercise the powers consistent with such
offices which may from time to time be assigned to or vested in him by
the By-Laws of the Company and Board, and the Executive shall from
time to time give to the Board all such information regarding such
matters as it shall require and shall implement and apply the policy
of the Company.
From time to time, the Executive will be required to perform services
on behalf of the Company or its affiliates outside of the United
States. Said duties will include, but not be limited to, review of
acquisition candidates, stewardship duties, management liaison and
other strategic corporate functions.
It is expected that such acquisition candidates will normally be
located outside of the United States, and the services performed in
connection with any reviews shall be performed outside of the United
States. It is also expected that stewardship and management liaison
services will normally require visits to and meetings at the offices
of YPF Sociedad Anonima, the Company's controlling shareholder in
Argentina.
3. Compensation for Services
During the term of this Agreement, the Company shall pay the Executive
(a) for services performed outside of the United States while a
resident in the United States a monthly base salary of US$16,667 (the
"Foreign Service Pay") and (b) for other services performed a monthly
base salary of US $50,000.
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4. Deferral of Payment
The Company and the Executive agree to defer payment of the Foreign
Service Pay. It is agreed that the Company shall instead credit, on
the last day of each month US$16,667 to a "deferral account." In
addition, the Company shall add to the deferral account, on the first
day and the 15th day of each month, beginning February 15, 1996, an
amount equal to 1/24 of the prime rate multiplied by the balance in
the deferral account as of the close of the preceding day (the
"earnings addition"). For this purpose, the prime rate applicable to
a given date shall be equal to the month end prime lending rate as
reported in the Wall Street Journal for the immediately preceding
month or, if the Wall Street Journal does not report such rate, the
prime rate applicable to a given date will be equal to the month end
prime lending rate offered by the Chase Manhattan Bank, New York, N.Y.
for the immediately preceding month.
At no time while resident in the United States shall the Executive
have any control over payment of the amounts in the deferral account,
nor shall the obligation be funded or secured, nor shall the Executive
have any right against the Company or any of its affiliates with
respect to any portion of the deferral account, except as a general
unsecured creditor.
5. Payment of Balance in Deferral Account
The Executive shall be entitled to payment of such amounts as
determined in paragraph 4 thirty (30) days after the termination of
the Executive's employment with the Company and the payment will be
made in a lump-sum.
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The Executive shall be entitled to make a one time, irrevocable
election to withdraw the balance in the deferral account within 15
days after December 31, 1998 in the event that he has not received or
is otherwise not entitled to receive payment. If such election is
made, an amount equal to the most recent annual "earnings addition"
will be deducted from the deferral account before payment to the
Executive. In addition, the Executive shall be entitled to withdraw
the entire amount in the deferral account in the event that the
Executive experiences a "financial hardship." The determination of
the existence of a financial hardship shall be made solely by the
Company, taking into consideration the severity of the hardship and
other sources of funds available to the Executive, but the balance in
the deferral account shall not be unreasonably withheld. No deduction
of any "earnings addition" shall be made from the deferral account if
withdrawal is made on account of "financial hardship."
6. Scope of Agreement
Nothing in this Agreement is intended to or shall be construed to
impact, enhance, impair or reduce the Executive's right to participate
in or coverage, obligations or rights under (a) the Company's
qualified and non-qualified benefit plans, policies and arrangements
or (b) that certain Severance Agreement dated August 3, 1995 between
the Executive and the Company.
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7. Governing Laws
This contract shall be governed by and construed under the Laws of the
State of Delaware.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
MAXUS ENERGY CORPORATION
By: /s/ W. XXXX XXXXXX
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Executive Vice President
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