MAGELLAN PETROLEUM CORPORATION
EMPLOYMENT AGREEMENT
Employment Agreement dated as of January 1, 2003 by and between
Magellan Petroleum Corporation, a Delaware corporation (the "Company") and Xxxxx
X. Xxxxx, an individual residing in Madison, Connecticut (the "Executive").
1. Employment. Executive shall be employed as President, Chief
Executive Officer and Chief Financial and Accounting Officer of Magellan
Petroleum Corporation effective as of January 1, 2003, (the "Effective Date")
and shall report only to the Board of Directors of the Company. The term (the
"Term") of Executive's employment shall be eighteen months from the Effective
Date. In the event that the Company elects not to extend the Term of this
contract, it shall give notice to the Executive on or before December 31, 2003.
Executive shall give notice to the Company of his desire to continue employment
beyond the Term on or before December 31, 2003. Executive shall devote as much
of his business time, energies, attention and ability to the business of the
Company as shall be reasonably necessary to fulfill his duties as Chief
Executive Officer and Chief Financial and Accounting Officer of the Company, it
being understood that the Company shall be Executive's principal business
commitment. Executive agrees that he will notify the Board in advance of
becoming a director of any other business entity and that he will not undertake
other business commitments which will substantially interfere with the
fulfillment of his responsibilities to the Company. The Executive shall not be
required to relocate during the Term from the Madison, Connecticut area.
2. Salary. Executive shall receive an annual base salary of $175,000
for the Term of this Agreement, to be paid in equal monthly installments in
advance not later than the sixth day of each month. This base salary may be
supplemented by any merit increase, bonus or additional compensation approved by
the Company's Board of Directors.
3. Pension Plan. The Company shall make an annual contribution of 15%
of Executive's total compensation to the Company's SEP/XXX plan.
4. Insurance Coverage. The Company shall reimburse G&O'D INC. at the
rate of $500 per month for a share of Executive's medical premiums.
The Company shall continue a disability income policy on the Executive
which will provide for a monthly disability benefit of $8,200 per month until
the Executive reaches age 65.
5. Reimbursements and G&O'D Fees.
(a) Business Expenses. The Company shall pay or reimburse
Executive for expenses reasonably incurred in the performance
of his duties on behalf of the Company upon presentation of
appropriate documentation thereof and in accordance with
established Company policy;
(b) Rent. The Company shall reimburse G&O'D INC. for a share of
the cost of maintaining and operating Executive's office. The
amount shall be set at $1,833.33 per month until it is
changed by mutual agreement;
(c) G&O'D Fees. The Company shall pay G&O'D fees in the amount of
$2,000.00 per month for clerical support and other similar
services. No other G&O'D fees will be paid by the Company
without advance approval of the Board of Directors.
6. Termination; Rights Upon Termination.
6.1 Termination. Executive's employment with the Company shall be
terminated upon the occurrence of any of the following:
(a) On June 30, 2004, unless it is extended by mutual agreement
of the parties; (b) Executive's resignation, death or
Disability; (c) A Change in Control (as defined hereafter) of
the Company; (d) Three months' written notice by the Company
to Executive terminating his employment without Cause. (e)
Termination of Executive's employment by the Company with
Cause. 6.2 Rights Upon Termination. In the event that:
(a) the employment of the Executive is terminated by reason of
the Executive's resignation or Disability, then the Company
shall pay and provide to the Executive at the time otherwise
due under this agreement all amounts through the end of the
month in which the termination occurs, but reduced by any
payments received by Executive under any insurance plan,
program or policy paid for by the Company;
(b) The employment of the Executive is terminated by reason of
the Executive's death, then the Company shall pay and provide
to the Executive's designated beneficiary, at the time
otherwise due under this agreement, one year's base salary at
the rate then in effect;
(c) The employment of the Executive is terminated by the Company
for Cause, then the Company shall pay to the Executive at the
time otherwise due all compensation and benefits accrued
through the time of termination;
(d) The employment of the Executive is terminated without Cause,
or by reason of a Change in Control, then the Company shall
pay the Executive within ten business days of such
termination the balance of his salary for the remainder of
the Term.
7. Definitions.
7.1 "Cause" shall be limited to and mean only the following:
(a) Misappropriating any funds or property of the Company;
(b) Attempting to obtain any personal profit from any transaction in
which the Executive has an interest which is adverse to the interest of the
Company, unless Executive shall have first obtained the consent of the Board of
Directors;
(c) Neglect or unreasonable refusal to perform the duties assigned to
Executive under or pursuant to this Agreement; (d) Being convicted of
any felony or an offense involving moral turpitude. 7.2 "Disability"
shall be deemed to have occurred when Executive shall be unable to
perform the duties of his employment
with the Company for an aggregate period of more than 90 days in a consecutive
period of 52 weeks, due to physical or mental impairment (other than as a result
of addiction to alcohol or any drug) as determined by a physician acceptable to
the Company and Executive.
7.3 "Change of Control." For the purpose of this Agreement, a \
Change of Control shall mean:
(a) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"))(a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares
of common stock of the Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i)
any acquisition directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) of this Section 7.3; or
(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the Board;
or
(c) Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following
such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii) no
Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the
Company (or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company. Anything herein to the
contrary notwithstanding, if the Incumbent Board (as defined in
Section 7.3(b) hereof, including the
provided however clause) by a majority vote of directors then in office,
consents in advance to any action, event, or occurrence set forth in Sections
7.3(a), (b), (c) or (d) hereof which would otherwise be deemed to be a Change in
Control, such action, event, or occurrence shall not be deemed to be a Change in
Control.
8. Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its
affiliated companies, and their respective businesses, which shall
have been obtained by the Executive during the Executive's employment
by the Company or any of its affiliated companies and which shall not
be or become public knowledge (other than by act by the Executive or
representatives of the Executive in violation of this Agreement).
After termination of the Executive's employment with the Company, the
Executive shall not, without the prior written consent of the Company
or as may otherwise be required by law or legal process, communicate
or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it.
9. Successors.
(a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns. (c) The Company will
require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
10. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
Xxxxx X. Xxxxx
c/o G&O'D Inc.
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxxx 00000-0000
If to the Company:
Magellan Petroleum Corporation
x/x Xxxxxx Xxxxxxx XXX
XxxxXxxxx I
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
(e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder shall not be deemed to be
a waiver of such provision or right or any other provision or right of this
Agreement.
11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute on and the same instrument.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
/S/ Xxxxx X. Xxxxx
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Executive
MAGELLAN PETROLEUM CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Secretary
