EMPLOYMENT AGREEMENT
This agreement is entered into as of December 6, 1995, by and
between Delta Petroleum Corporation ("Delta" or the "Company") and
Xxxxxx X. Xxxxxx, Xx. ("Employee").
Employee has in the past and does at present act as an officer
and director by the Company.
The Company desires to retain the services of Employee as an
employee upon the conditions contained in this Agreement and
Employee desires to provide services to the Company under such
conditions.
NOW THEREFORE, in consideration of the mutual covenants and
conditions hereafter set forth, the Company and Employee agree as
follows:
1. Employment. The Company hereby agrees to engage
Employee, and Employee does hereby agree to be engaged by the
Company, upon the terms and conditions set forth in the following
paragraphs. This agreement replaces and supersedes all prior
employment agreements.
2. Employment Period. The Company hereby engages Employee
for the period commencing December 6, 1995 and ending on the fifth
anniversary of such date ("Employment Period") to continue to serve
in all present positions with the Company and to render such other
services in an executive capacity as the Company shall reasonably
require. Employee hereby agrees to remain in the employ of the
Company for the Employment Period, provided that Employee may, by
90 days written notice to the Company, terminate his employment
with the Company; in which case this Agreement shall terminate,
except as to provisions which survive termination of employment as
provided herein, without liability one to the other upon the date
specified by Employee.
3. Duties. Employee agrees that at all times during the
Employment Period, he will faithfully and diligently endeavor to
promote the business and business interests of the Company, and
that he will devote such time and attention to the affairs of the
Company as is necessary and appropriate to its proper management;
provided, however, that this Agreement shall not restrict Employee
from engaging, directly or indirectly, in any business, investment
or activity which is not inconsistent with the performance by the
Employee of his duties under this Agreement.
4. Salary and Benefits. Subject to the provisions of
Paragraph 8 below, during the Employment Period, Employee shall be
compensated as follows:
a) Employee shall earn a salary of $180,000 per annum,
payable in monthly installments, subject to the customary payroll
deductions for Federal, State and local taxes, and which salary
shall escalate each year by 10% beginning January 1, 1996;
b) the Board of Directors and/or the Compensation Committee
of the Board of Directors of the Company may review Employee's
salary from time to time with a view to making such increases in
Employee's salary or declaring such bonuses or other benefits to
Employee as maybe merited and warranted in light of factors
considered pertinent;
c) Employee shall have the use of a Company automobile,
receive free of cost parking for his automobile and health,
hospitalization and life insurance with coverage exceeding or equal
to that now in force, plus such other benefits as the Board shall
vote; and
d) Employee shall be entitled to four weeks vacation per
year to be taken at such times as do not interfere with the
performance of his duties hereunder; and
5. Expenses. All reasonable and necessary expenses incurred
by Employee in the performance of his duties under this Agreement,
including but not limited to expenses for entertainment, travel and
similar items, will be paid or reimbursed monthly by the Company.
The Company will furnish Employee with an office in its principal
executive offices in Denver and necessary secretarial, geological,
engineering, legal, accounting and other services necessary to
properly support Employee's performance of his duties at the
Company's expenses.
6. Disability of Employee. In the event of the disability
(as defined herein) of Employee prior to the expiration of the
Employment Period, Employee shall nevertheless continue to be
compensated for a period of one year following the date of
disability at the annual rate and with such benefits provided for
in Paragraph 4 hereof. For purposes of this Agreement, Employee
shall be deemed to be disabled if, because of illness or other
physical or mental condition, he is unable to perform for two
successive months, or for short periods aggregating over two months
in any twelve successive calendar months, his duties under this
Agreement. Such benefit period shall run from the time disability
commenced until Employee's condition improves sufficiently to
permit him to work after which date he must be available at the
Company's option.
7. Termination Upon Death and Disability. The Employment
Period shall automatically terminate upon the death of Employee;
provided, however, that in the event of the Employee's death, all
compensation Employee is entitled to receive under this Agreement
at the time of his death shall be paid to his legal representative
in accordance with the provisions of Paragraph (4)(a) hereof for
the shorter of a period of one year following the date of
Employee's death or the remainder of the Employment Period. The
Employment Period shall automatically terminate upon the payment
for twelve consecutive months of disability benefits to Employee
(as defined in Paragraph 6 above).
8. Termination for Cause. Upon the occurrence of any of the
events listed below, the Company may terminate the Employee without
further obligation under this Agreement except as to provisions
which survive termination of employment or termination of this
agreement as provided herein:
a) Employee's conviction of any criminal act directly related
to Employee's duties hereunder including without limitation
misappropriation of funds or property of the Company or a felony
criminal act directly related to Employee's duties hereunder.
b) Employee's misfeasance or malfeasance in office, which
the parties agree shall mean fraud, dishonesty, wilful misconduct
or gross neglect of duties.
c) Breach by Employee of any material provision of this
Agreement.
9. Termination without Cause. In the event Employee is
terminated by the Company for any reason except as set forth at
Paragraph 8 above, he shall continue to be compensated for the
duration of the Employment Period in the full amounts provided for
in Paragraphs 4, 5, 6 and 7 hereof.
10. Termination Upon Change in Control.
In the event that a Change in Control (as defined in Delta's
1993 Incentive Plan) of the Company shall occur at any time during
the Employment Period, as a result of which the Board of Directors
appoints a person other than Employee to serve in the capacity for
which Employee is employed hereunder, or as a result of which
Employee shall elect to resign his executive position hereunder,
Employee nevertheless shall be entitled to the benefits of and
subject to all of the terms and conditions set forth herein,
including, without limitation, the right to receive full
compensation as provided in Paragraphs 4, 5, 6 and 7 hereof
regardless of whether Employee continues to perform any services
for the Company.
11. Notice of Termination. Prior to termination, for any
reason (with or without cause), Employee will be given notice
thereof sufficient to allow Employee to exercise any and all
options granted to Employee under Delta's 1993 Incentive Plan but
which notice in any event shall be given not less than thirty (30)
days prior to such termination.
12. Parties in Interest. This Agreement shall be binding
upon, and shall inure to the benefit of the Company and its
successors and assigns and any person acquiring, whether by merger,
consolidation, liquidation, purchase of assets or otherwise, all or
substantially all of the Company's equity or assets, and business.
13. Choice of Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits and
special proceedings hereunder be construed in accordance with and
under the laws of the State of Colorado and that in any action,
special proceeding or other proceeding that may be brought arising
out of, in connection with, or by reason of this Agreement, the
laws of the State of Colorado shall be applicable and shall govern
to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be
instituted.
14. Severance of Invalid Provisions. In case any one or more
of the provisions, or portions thereof, of this Agreement should be
determined to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.
15. Integrated Agreement. This Agreement shall constitute
the entire agreement between the parties hereto relating to the
Engagement of Employee.
IN WITNESS WHEREOF, Employee has executed this Agreement and
the Company has caused this Agreement to be duly executed on its
behalf by its duly authorized officer, all as of the date first
above written.
DELTA PETROLEUM CORPORATION
By: /s/Xxxxx X. Xxxxxx
Authorized Officer
EMPLOYEE:
/s/Xxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx, Xx.
RATIFIED AND APPROVED BY DELTA
PETROLEUM CORPORATION COMPENSATION
COMMITTEE:
By: /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
/s/Xxx X. Xxxxxxx
Xxx X. Xxxxxxx
EMPLOYMENT AGREEMENT
This agreement is entered into as of December 6, 1995, by and
between Delta Petroleum Corporation ("Delta" or the "Company") and
Xxxxx X. Xxxxxx ("Employee").
Employee has in the past and does at present act as an officer
and director by the Company.
The Company desires to retain the services of Employee as an
employee upon the conditions contained in this Agreement and
Employee desires to provide services to the Company under such
conditions.
NOW THEREFORE, in consideration of the mutual covenants and
conditions hereafter set forth, the Company and Employee agree as
follows:
1. Employment. The Company hereby agrees to engage
Employee, and Employee does hereby agree to be engaged by the
Company, upon the terms and conditions set forth in the following
paragraphs. This agreement replaces and supersedes all prior
employment agreements.
2. Employment Period. The Company hereby engages Employee
for the period commencing December 6, 1995 and ending on the fifth
anniversary of such date ("Employment Period") to continue to serve
in all present positions with the Company and to render such other
services in an executive capacity as the Company shall reasonably
require. Employee hereby agrees to remain in the employ of the
Company for the Employment Period, provided that Employee may, by
90 days written notice to the Company, terminate his employment
with the Company; in which case this Agreement shall terminate,
except as to provisions which survive termination of employment as
provided herein, without liability one to the other upon the date
specified by Employee.
3. Duties. Employee agrees that at all times during the
Employment Period, he will faithfully and diligently endeavor to
promote the business and business interests of the Company, and
that he will devote such time and attention to the affairs of the
Company as is necessary and appropriate to its proper management;
provided, however, that this Agreement shall not restrict Employee
from engaging, directly or indirectly, in any business, investment
or activity which is not inconsistent with the performance by the
Employee of his duties under this Agreement.
4. Salary and Benefits. Subject to the provisions of
Paragraph 8 below, during the Employment Period, Employee shall be
compensated as follows:
a) Employee shall earn a salary of $180,000 per annum,
payable in monthly installments, subject to the customary payroll
deductions for Federal, State and local taxes, and which salary
shall escalate each year by 10% beginning January 1, 1996;
b) the Board of Directors and/or the Compensation Committee
of the Board of Directors of the Company may review Employee's
salary from time to time with a view to making such increases in
Employee's salary or declaring such bonuses or other benefits to
Employee as maybe merited and warranted in light of factors
considered pertinent;
c) Employee shall have the use of a Company automobile,
receive free of cost parking for his automobile and health,
hospitalization and life insurance with coverage exceeding or equal
to that now in force, plus such other benefits as the Board shall
vote; and
d) Employee shall be entitled to four weeks vacation per
year to be taken at such times as do not interfere with the
performance of his duties hereunder; and
5. Expenses. All reasonable and necessary expenses incurred
by Employee in the performance of his duties under this Agreement,
including but not limited to expenses for entertainment, travel and
similar items, will be paid or reimbursed monthly by the Company.
The Company will furnish Employee with an office in its principal
executive offices in Denver and necessary secretarial, geological,
engineering, legal, accounting and other services necessary to
properly support Employee's performance of his duties at the
Company's expenses.
6. Disability of Employee. In the event of the disability
(as defined herein) of Employee prior to the expiration of the
Employment Period, Employee shall nevertheless continue to be
compensated for a period of one year following the date of
disability at the annual rate and with such benefits provided for
in Paragraph 4 hereof. For purposes of this Agreement, Employee
shall be deemed to be disabled if, because of illness or other
physical or mental condition, he is unable to perform for two
successive months, or for short periods aggregating over two months
in any twelve successive calendar months, his duties under this
Agreement. Such benefit period shall run from the time disability
commenced until Employee's condition improves sufficiently to
permit him to work after which date he must be available at the
Company's option.
7. Termination Upon Death and Disability. The Employment
Period shall automatically terminate upon the death of Employee;
provided, however, that in the event of the Employee's death, all
compensation Employee is entitled to receive under this Agreement
at the time of his death shall be paid to his legal representative
in accordance with the provisions of Paragraph (4)(a) hereof for
the shorter of a period of one year following the date of
Employee's death or the remainder of the Employment Period. The
Employment Period shall automatically terminate upon the payment
for twelve consecutive months of disability benefits to Employee
(as defined in Paragraph 6 above).
8. Termination for Cause. Upon the occurrence of any of the
events listed below, the Company may terminate the Employee without
further obligation under this Agreement except as to provisions
which survive termination of employment or termination of this
agreement as provided herein:
a) Employee's conviction of any criminal act directly related
to Employee's duties hereunder including without limitation
misappropriation of funds or property of the Company or a felony
criminal act directly related to Employee's duties hereunder.
b) Employee's misfeasance or malfeasance in office, which
the parties agree shall mean fraud, dishonesty, wilful misconduct
or gross neglect of duties.
c) Breach by Employee of any material provision of this
Agreement.
9. Termination without Cause. In the event Employee is
terminated by the Company for any reason except as set forth at
Paragraph 8 above, he shall continue to be compensated for the
duration of the Employment Period in the full amounts provided for
in Paragraphs 4, 5, 6 and 7 hereof.
10. Termination Upon Change in Control.
In the event that a Change in Control (as defined in Delta's
1993 Incentive Plan) of the Company shall occur at any time during
the Employment Period, as a result of which the Board of Directors
appoints a person other than Employee to serve in the capacity for
which Employee is employed hereunder, or as a result of which
Employee shall elect to resign his executive position hereunder,
Employee nevertheless shall be entitled to the benefits of and
subject to all of the terms and conditions set forth herein,
including, without limitation, the right to receive full
compensation as provided in Paragraphs 4, 5, 6 and 7 hereof
regardless of whether Employee continues to perform any services
for the Company.
11. Notice of Termination. Prior to termination, for any
reason (with or without cause), Employee will be given notice
thereof sufficient to allow Employee to exercise any and all
options granted to Employee under Delta's 1993 Incentive Plan but
which notice in any event shall be given not less than thirty (30)
days prior to such termination.
12. Parties in Interest. This Agreement shall be binding
upon, and shall inure to the benefit of the Company and its
successors and assigns and any person acquiring, whether by merger,
consolidation, liquidation, purchase of assets or otherwise, all or
substantially all of the Company's equity or assets, and business.
13. Choice of Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits and
special proceedings hereunder be construed in accordance with and
under the laws of the State of Colorado and that in any action,
special proceeding or other proceeding that may be brought arising
out of, in connection with, or by reason of this Agreement, the
laws of the State of Colorado shall be applicable and shall govern
to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be
instituted.
14. Severance of Invalid Provisions. In case any one or more
of the provisions, or portions thereof, of this Agreement should be
determined to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.
15. Integrated Agreement. This Agreement shall constitute
the entire agreement between the parties hereto relating to the
Engagement of Employee.
IN WITNESS WHEREOF, Employee has executed this Agreement and
the Company has caused this Agreement to be duly executed on its
behalf by its duly authorized officer, all as of the date first
above written.
DELTA PETROLEUM CORPORATION
By: /s/Xxxxxx X. Xxxxxx, Xx.
Authorized Officer
EMPLOYEE:
/s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
RATIFIED AND APPROVED BY DELTA
PETROLEUM CORPORATION
COMPENSATION
COMMITTEE:
By: /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
/s/Xxx X. Xxxxxxx
Xxx X. Xxxxxxx
