EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into this 28th day of January,
1999, between BASIN EXPLORATION, INC., a Delaware corporation (the
"Corporation"), and XXXXXXX X. XXXXXXX (the "Officer").
RECITAL
The Officer has accepted the Corporation's appointment as the
Corporation's Vice President of Onshore Exploration, and the Corporation and
the Officer desire to set forth herein the terms and conditions of his
employment.
AGREEMENT
The parties hereto agree as follows:
1. AGREEMENT TO SERVE.
1.1 TITLE. The Corporation shall employ the Officer and the
Officer shall serve in the employ of the Corporation as its Vice President of
Onshore Exploration to establish, implement and direct an exploration and
development program in the onshore areas of the United States and such other
areas as may from time to time be directed or requested by the Corporation
acting through its President.
1.2 DUTIES. The Officer shall assume and discharge the
responsibilities of Vice President (as set forth in the Bylaws of the
Corporation), as well as such other responsibilities as may be assigned to
him by the Board of Directors (the "Board") of the Corporation and as are
appropriate to the offices he holds. Such responsibilities shall include,
without limitation, those activities allocated to the position in an Onshore
Business Plan to be developed by the Officer in conjunction with other
executives of the Corporation (the "Plan") including the hiring and direction
of geoscientists and support personnel consistent with the Plan. The Officer
shall perform his responsibilities to the best of his abilities and shall
devote his entire business time and attention to the good faith performance
of his responsibilities. The Officer shall report to the Corporation's Chief
Executive Officer. The Officer shall maintain his offices at both the
Corporation's offices in Houston, Texas and in Denver, Colorado until the
first to occur of (i) the Officer determines to relocate to Denver full time
or (ii) the Corporation determines, no sooner than September 2000, to assign
a primary location to the Officer in either Houston or Denver. This decision
will integrate such factors as relative activity levels between the Houston
and Denver offices and continuity of senior management decision-making and
communication. Attached as Exhibit A are the terms and conditions governing
the Officer's commuting and relocation.
1.3 TERMINATION OF PRESENT EMPLOYMENT. No later than January 31,
1999, the Officer will give notice of termination of his Employment Agreement
with Amoco Production Company ("Amoco"). The Officer represents to the
Corporation that he is under no contractual or other restriction with Amoco
that would prevent him from terminating his employment with that company or
from accepting employment with the Corporation or that would subject the
Corporation to liability for negotiating and executing this Agreement with
the Officer.
2. TERMS OF EMPLOYMENT.
2.1 BASIC TERM. The term of the Officer's employment under this
Agreement (the "Term") shall commence on February 1, 1999, and end three
years from the commencement date. After the Term, if the Officer continues
as the Vice President of Onshore Exploration of the Corporation, the
Corporation will enter into a separate agreement to provide protection
against Termination Upon a Change of Control, with compensation no less
favorable to the Officer than the compensation provided for in Sections 2.7,
4.1(a), 4.1(c), 4.1(d) and 4.1(e) of this Agreement or the compensation
provided for in the change of control agreements accorded other vice
presidents of the Corporation. The Officer has the right to elect which
arrangement shall apply.
2.2 TERMINATION FOR CAUSE. The Corporation shall have the right to
terminate the Officer for cause and said termination shall be effected by
written notification to Officer. Grounds for termination for cause shall
include only, (i) the Officer's material breach of any terms of this
Agreement, if such material breach has not been substantially cured within
thirty (30) days following written notice to the Officer from the Corporation
of such breach setting forth with specificity the nature of the breach or, if
cure cannot reasonably be effected within such 30-day period, if the Officer
does not commence such cure within such 30-day period and thereafter pursue
such cure continuously and with due diligence until cure has been effected;
(ii) willful and continual failure or refusal to (a) follow written policies
or directives established by the Board of Directors of the Corporation or (b)
perform Officer's duties set forth in Section 1.2 of this Agreement (other
than failure resulting from the Officer's incapacity due to physical or
mental illness); (iii) the Officer's willful dishonesty towards, fraud upon,
felony crime against, deliberate material injury or material bad faith action
with respect to, or deliberate or attempted injury to the Corporation; or
(iv) the Officer's conviction for any felony crime (whether in connection
with the Corporation's affairs or otherwise). Upon the date of termination
of his employment, the Corporation shall immediately pay all Accrued
Compensation to the date of termination, but no other compensation or
reimbursement of any kind, including, without limitation, the compensation
contemplated by Article 4, and all of the Officer's stock options and other
incentive compensation shall be void to the extent not previously exercised
or vested.
2.3 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. The Corporation
shall have the right, upon 30 days written notification to the Officer, to
terminate the Officer's employment without cause. The Officer shall have the
right, upon 30 days written notification to the Corporation, to terminate the
Officer's employment for Good Reason (as defined in Section 2.7(a)). Upon
any termination by the Corporation without cause or termination by the
Officer for Good Reason in the absence of a Change in Control, (i) the
Officer shall be paid all accrued salary, vested deferred
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compensation (other than pension plan or profit-sharing plan benefits, which
will be paid in accordance with the applicable plan), any benefits then due
under any plans of the Corporation in which the Officer is a participant,
and any appropriate business expenses incurred by the Officer in connection
with his duties hereunder, all to the effective date of termination ("Accrued
Compensation"), and all compensation provided for in Section 4.1(b) and (ii)
and all of the Officer's options shall be deemed fully vested and exercisable.
2.4 DISABILITY. If, during the Term of this Agreement, the
Officer, in the reasonable judgment of the Chief Executive Officer of the
Corporation, has failed to perform his duties under this Agreement on account
of illness or physical or mental disability, which condition renders the
Officer incapable of performing the duties of his office, and such condition
continues for a period of more than six (6) consecutive months or for a total
of six months during any 12-month period, the Corporation shall have the
right to terminate the Officer's employment hereunder by written notification
to the Officer and payment to the Officer of all Accrued Compensation to the
date of termination, but no other compensation or reimbursement of any kind,
without prejudice to his claims for payments from any benefit plans.
2.5 DEATH. In the event of the Officer's death during the Term of
this Agreement, the Officer's employment shall be deemed to have terminated
as of the last day of the month during which his death occurs, and the
Corporation shall pay to his estate all Accrued Compensation to the date of
termination, but no other compensation or reimbursement of any kind, unless
provided by a welfare benefit plan for which the Officer is eligible as an
employee of the Corporation or as otherwise provided by law (i.e. workers
compensation law).
2.6 VOLUNTARY TERMINATION. In the event Sections 2.2, 2.3, and 2.7
are not applicable, the Officer may, upon 30 days written notification to
the Corporation, voluntarily terminate his employment hereunder. Upon the
date of termination of his employment, the Corporation shall immediately pay
all Accrued Compensation to the date of termination, but no other
compensation or reimbursement of any kind, including, without limitation, the
compensation contemplated by Article 4.
2.7 TERMINATION UPON A CHANGE IN CONTROL. In the event of a
Termination Upon a Change in Control, the Officer shall immediately be paid
all Accrued Compensation and the severance compensation provided for in
Section 4.1(c). "Termination Upon a Change in Control" shall mean a
termination by the Corporation without Cause or a termination by the Officer
for Good Reason (as defined below) of the Officer's employment with the
Corporation, in each case following a "Change in Control" (as defined below).
(a) For purposes of this Agreement "Good Reason" shall
include any of the following (without the Officer's express written consent):
(i) the assignment to the Officer by the
Corporation of any duties materially inconsistent with, or a substantial
alteration in the nature or status of, the Officer's responsibilities as
contemplated by this Agreement;
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(ii) a reduction by the Corporation in the
Officer's compensation, benefits or perquisites as in effect during the
Term of this Agreement;
(iii) a relocation of the Corporation's principal
offices to a location outside Denver, Colorado, or Houston, Texas, or
the Corporation's relocation of the Officer to any place other than the
offices of the Corporation located in Houston, Texas, or Denver,
Colorado, it being understood that such relocation shall not be deemed
to have occurred on the basis of reasonably required travel by the
Officer on the Corporation's business to an extent substantially
consistent with the Plan;
(iv) any material breach by the Corporation of any
provision of this Agreement, if such material breach has not been cured
within thirty (30) days following written notice by the Officer to the
Corporation of such breach setting forth with specificity the nature of
the breach; or
(v) any failure by the Corporation to obtain the
assumption and performance of this Agreement by any successor (by
merger, consolidation or otherwise) or assign of the Corporation.
(b) For purposes of this Agreement, "Change in Control" shall
mean the following:
(i) Any "person" or "group" (within the meaning
of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "1934 Act")), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation
or Mr. Xxxxxxx Xxxxx (or his affiliates or associates) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of more than thirty-three and one-third
percent (33-1/3%) of the then outstanding voting stock of the
Corporation; or
(ii) Individuals who, as of the date hereof,
constitute the Board (and any new director whose election by the Board
or whose nomination for election by the Corporation's stockholders is
approved by a vote of at least two-thirds of the directors then still
in office who either were directors as of the date hereof or whose
election or nomination for election is subsequently so approved) cease
for any reason to constitute a majority thereof; or
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(iii) The stockholders of the Corporation
approve a merger or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which would result
in the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity)
at least 51% of the combined voting power of the voting securities of
the Corporation or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders approve a plan of
complete liquidation of the Corporation or an agreement for the sale
or disposition by the Corporation of all or substantially all of the
Corporation's assets; provided, however, that if the merger, plan of
liquidation or sale of substantially all assets is not consummated
following such stockholder approval and the transaction is abandoned,
then the Change of Control shall be deemed not to have occurred; or
(iv) Xxxxxxx Xxxxx voluntarily terminates his
employment as Chief Executive Officer or his employment as Chief
Executive Officer is terminated following any of the events described
in subsections (i), (ii) or (iii) above, if the Officer elects to
treat such occurrence as a Change of Control by written notice to the
Corporation no later than 120 days from the date of termination of Xx.
Xxxxx'x employment as Chief Executive Officer.
(c) Notwithstanding anything else in this Agreement, solely
in the event of a Termination Upon a Change in Control pursuant to Section
2.7, the aggregate of the amount of severance compensation paid to the
Officer under this Agreement or otherwise shall not include any amount that
the Corporation is prohibited from deducting for federal income tax purposes
by virtue of Section 280G of the Internal Revenue Code or any successor
provision.
3. COMPENSATION.
3.1 BASE SALARY. The Corporation agrees to pay the Officer for his
services hereunder a salary at the rate of $14,166.67 per month ("Base
Salary") payable in equal semimonthly installments in arrears during the term
of this Agreement. Such amount may be increased, but not decreased below the
amount stated in this section 3.1, during the term of this Agreement.
3.2 BENEFITS. The Officer shall be entitled to participate in any
of the Corporation's benefit and deferred compensation plans as are from time
to time available to the officers of the Corporation, including the
Corporation's 401(k) plan, medical and dental plans, and life and disability
insurance plans (provided, however, that the Officer's benefits may be
modified or the Officer may be denied participation in any such plan because
of a condition or restriction imposed by law or regulation or third-party
insurer or other provider relating to participation of officers).
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3.3 BONUS. The Officer shall be entitled to participate in the
Corporation's bonus program applicable to other officers and employees of the
Corporation, provided, however, that in determining the appropriate amount of
the Officer's bonus for any period, the Board of Directors will take into
account the amount, if any, of proceeds received by the Officer from the
onshore overriding royalty plan described in Section 3.6. In addition, on
February 15, 1999 the Corporation will pay to the Officer a bonus of $65,000
(subject to required withholding taxes and other deductions required by law),
subject to reduction or refund by the Officer to the Corporation when and to
the extent, if any, (i) the Officer voluntarily terminates his employment
with the Corporation pursuant to Section 2.6 within two years from the
commencement of his employment hereunder, (ii) is terminated for cause as
provided in Section 2.2, or (iii) receives prior to or during the term of
this Agreement a severance payment from Amoco in connection with termination
of his employment with Amoco. The Officer agrees to attempt to use
reasonable diligence to attempt to collect such severance payment from Amoco
but shall not be obligated to pursue legal action.
3.4 STOCK OPTIONS. The Officer shall be granted an option under
the Corporation's Equity Incentive Plan to purchase 60,000 shares of the
Corporation's common stock, at a purchase price equal to the fair market
value of the common stock at the close of business on November 30, 1998, such
options to be incentive stock options to the extent permissible under Section
422 of the Internal Revenue Code of 1986 or, at the Officer's election,
non-qualified stock options if the Officer does not elect to meet the tests
required under Section 422. The options will vest in three equal
installments over the three-year period commencing February 1, 1999, will be
exercisable for the Term of this Agreement and for any additional period
during the Officer is employed by the Corporation (to the extent vested at
termination) and will have a term of ten years. The exercise price may be
paid by delivery to the Corporation of a properly executed notice of exercise
together with irrevocable instructions to a broker to deliver to the
Corporation the amount of the proceeds of the sale of all or a portion of the
shares of stock or of a loan from the broker to the Officer necessary to pay
the exercise price. The grant of stock options hereunder shall be
memorialized by a written Stock Option Agreement on the Corporation's
standard form, a copy of which is attached hereto as Exhibit B. The Officer
shall be eligible to receive additional grants of incentive compensation
under the Equity Incentive Plan at the discretion of the Compensation and
Incentive Committee of the Board of Directors; provided, however, that the
Officer shall receive a guaranteed minimum grant of 5,000 performance shares
during the Performance Cycle beginning in 1999 under the Corporation's
Performance Shares Plan.
3.5 OTHER PERQUISITES. The Officer shall be entitled to expense
reimbursements, vacation and other benefits in accordance with the practices
of the Corporation.
3.6 OVERRIDING ROYALTY. The Officer shall be entitled to
participate in an onshore overriding royalty plan to be established by the
Corporation for the Officer, geoscientists hired by the Officer and other
personnel on terms to be approved by the Compensation and Incentive Committee
of the Board of Directors but providing for a total amount of available
overriding royalty in the amount of 2.5% of the working interest acquired by
the Corporation and its investors and program participants, an allocation to
individual participants of no greater than .625%, and other
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terms and conditions comparable to the Gulf Coast Geoscientists Overriding
Royalty Plan currently in effect for the Corporation's offshore activities.
4. COMPENSATION UPON TERMINATION.
4.1 CALCULATION AND PAYMENT OF COMPENSATION.
(a) In the event the Officer's employment is terminated under
Sections 2.3 or 2.7, the parties acknowledge that the Officer will sustain
actual damages, the amount of which is indefinite, uncertain and difficult of
exact ascertainment because of the uncertainties of successfully relocating
and seeking a comparable position. In order to avoid dispute as to the
amount of such damages and the mutual expense and inconvenience such dispute
would entail, the Corporation and the Officer have agreed hereby that the
Corporation shall pay to the Officer compensation as provided in Sections
4.1(b) or 4.1(c), as applicable. It is hereby agreed that in the event of
any such termination, the Officer shall receive such amounts as herein
provided, not as a penalty, but as the Officer's agreed compensation and sole
damages for the termination of this Agreement, in lieu of the Officer's proof
of his actual damages on that account. All such compensation shall be
without prejudice to the Officer's right to receive all Accrued Compensation
(as defined in Section 2.3) earned and unpaid up to the time of termination.
(b) In the event the Corporation or the Officer terminates the
Officer's employment at any time prior to the end of the Term pursuant to
Section 2.3, then the Corporation shall pay compensation in an amount equal
to the Officer's Base Salary (at the rate payable at the time of such
termination) for the balance of the Term on the dates specified in Section
3.1, plus a bonus for each year (or pro rata part thereof) remaining in the
Term equal to the average annualized bonus received by the Officer prior to
termination.
(c) In the event the Officer's employment is terminated at any
time prior to the end of the Term pursuant to Section 2.7, then the
Corporation (i) shall pay to the Officer in a lump sum in cash within five
(5) days of the date of termination an amount equal to three times the sum of
(x) the Officer's Base Salary (calculated at the rate of his Base Salary for
the 12 months preceding the date of termination) plus (y) a bonus equal to
the average annualized bonus received by the Officer prior to termination,
and (ii) shall make all of the Officer's options fully vested and
exercisable.
(d) Following a termination under Section 2.3, the Officer may
in the Officer's sole discretion, by delivery of a notice to the Corporation
within thirty (30) days following such termination, elect to receive from the
Corporation a lump sum payment by bank cashier's check equal to the present
value of the flow of cash payments that would otherwise be paid to the
Officer pursuant to Section 4.1. Such present value shall be determined as
of the date of delivery of the notice of election of the Officer and shall be
based on a discount rate equal to the interest rate on 90-day U.S. Treasury
Bills, as reported in the Wall Street Journal (or similar publication) on the
date of delivery of the election notice. If the Officer elects to receive a
lump sum payment pursuant to this Section 4.1(d), the Corporation shall make
such payment to the Officer
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within sixty (60) days following the date on which the Officer notifies the
Corporation of the Officer's election.
(e) No deduction shall be made by the Corporation under this
Section 4.1 for any compensation earned by the Officer from any other
employment or for any other monies otherwise received by the Officer from any
third parties subsequent to termination of employment hereunder.
5. PROTECTION OF CORPORATION INTERESTS.
5.1. CONFIDENTIALITY. The Officer acknowledges that in the course
of his employment by the Corporation he will receive, obtain or develop
certain trade secrets, programs, geologic, geophysical, engineering and
exploration data, and other confidential information relating to the
Corporation's business. The Officer understands that such information is
confidential and agrees not to reveal such information and knowledge to
anyone outside the Corporation or use the information in competing with the
Corporation for his own benefit while he is employed by the Corporation
hereunder or for a period of three years following the termination of his
employment with the Corporation, subject to Section 5.2(c) below with respect
to the Officer's right to compete with the Corporation after termination of
employment. Upon termination of employment, the Officer shall surrender to
the Corporation all papers, documents, writings, work product and other
property produced by him or coming into his possession during such
employment. The Officer agrees that all such material will at all times
remain the property of the Corporation.
5.2. NONCOMPETE. The Officer further understands and agrees that:
(a) During his employment hereunder the Officer shall not
directly or indirectly, unless the Corporation gives its prior written
consent:
(i) consult with, act as agent for, or otherwise
intentionally assist any Competitor to compete or prepare to compete
with the Corporation in any of the Corporation's then businesses;
(ii) own any interest (other than a passive
investment interest of not more than 5% of the voting securities) in any
Competitor; or
(iii) take any action specifically intended to divert
from the Corporation to any Competitor or to the Officer or any person
directly or indirectly related thereto any opportunity which would be
within the scope of the Corporation's existing or planned or
contemplated business.
For purposes of this Agreement, a "Competitor" means any entity which at
relevant times engages or is making plans to engage, in whole or in part, in
the oil and gas exploration and production business.
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(b) Prior to the effective date of termination of this
Agreement, except in the performance of his duties for the Corporation, the
Officer will not directly or indirectly, individually or as an agent, officer
or employee of another, participate in or otherwise be involved in (i) the
review, interpretation or evaluation of geological or geophysical data
pertaining to, (ii) the negotiation, acquisition, or disposition of, or (iii)
the supervision of the development of, in each case, "Prospects," which for
purposes hereof are defined as those leads, opportunities, projects and other
ideas identified or generated by the Corporation's employees or consultants
or other parties during the Officer's employment under this Agreement; and
(c) After the effective date of termination of this
Agreement, the Officer shall be released of the foregoing covenant in Section
5.2(b) as to all areas of the United States or any other country not
designated by the parties as "Reserved Prospects" in the following manner.
The Officer shall submit to the Corporation a list of all Prospects
identified or generated by the Corporation's employees or consultants during
the Officer's employment under this Agreement which the Corporation intends
to evaluate or is actively evaluating or in which the Corporation is
conducting or planning to conduct exploration, acquisition, or development
activities ("Reserved Prospects"). The Corporation will either approve such
list within 30 days of submittal or 30 days after the date of termination of
this Agreement, whichever last occurs, or within such period notify the
Officer of any additions to, subtractions from, or other proposed changes to
such list. As to those Reserved Prospects to which the parties agree, the
Officer will not directly or indirectly, individually or as an agent, officer
or employee of or advisor to another undertake any action for a period of two
years from the effective date of termination of this Agreement. As to those
Prospects over which the parties disagree regarding their designation as
Reserved Prospects, the parties shall resolve such dispute pursuant to
binding arbitration under the Rules of the American Arbitration Association
("AAA") in effect on the date of the demand for arbitration, and until such
resolution the covenant contained in subparagraph (b) above shall continue to
apply to all potentially affected Reserved Prospects designated by either
party. Any party desiring arbitration shall give written notice to the other
party setting forth those disputed Reserved Prospects to be subject to
arbitration. The party receiving the demand shall have ten days to either
(i) resolve the dispute as to the disputed Reserved Prospects or (ii) provide
written notice of acceptance of arbitration as to those disputed Reserved
Prospects which remain unresolved; failure to respond shall be deemed an
election to arbitrate all matters specified in the notice. Following
acceptance of arbitration, each party shall have thirty days to select an
arbitrator. Those arbitrators will then, in turn, have 14 days to select a
third arbitrator. Notwithstanding any rule of the AAA to the contrary, any
disinterested adult can serve as an arbitrator and need not be listed or
provided by the AAA. Once selected, the arbitrators will schedule and
conduct arbitration as soon as practicable. The costs of arbitration shall
be allocated to the parties as determined by the arbitrators. Section 6.4 of
this Agreement shall apply to any arbitration hereunder to the extent not in
conflict with the specific provisions hereof.
(d) The Officer shall (i) review the written policies of the
Corporation regarding the dealing in securities of the Corporation and (ii)
comply where relevant with every rule of law or regulation of the Nasdaq
Stock Market or other stock exchange on which the Corporation's securities
are or may be traded, all applicable regulatory authority and every rule or
code of conduct of the Corporation in relation to dealings in securities of
the Corporation or any associated company.
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6. MISCELLANEOUS.
6.1 SEVERABILITY. Should a court or other body of competent
jurisdiction determine that any provision of this Agreement is excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and all other provisions of the Agreement shall be deemed
valid and enforceable to the extent possible.
6.2 WITHHOLDINGS. All compensation and benefits to the
Officer hereunder, including, without limitation, those payments contemplated
by Article 4, shall be reduced by all federal, state, local and other
withholdings and similar taxes and payments required by applicable law.
6.3 INDEMNIFICATION. Subject to the Officer's representation
under Section 1.3, the Corporation hereby agrees to indemnify the Officer
from and against any and all liability, loss, or expense (including
reasonable attorneys' fees) that the Officer may suffer as a result of any
claims, suits, actions, or proceedings arising out of any allegation that the
Officer's duties and responsibilities hereunder conflict with the Officer's
obligations to a former employer.
6.4 ARBITRATION. In addition to the matters to be resolved under
Section 5.2, the parties hereby submit all controversies, claims and matters
of difference in any way related to this Agreement or the performance or
breach of the whole or any part hereof to arbitration by three arbitrators in
Denver, Colorado, according to the rules and practices of the American
Arbitration Association from time to time in force. If such rules and
practices shall conflict with the Colorado Rules of Civil Procedure or any
other provisions of Colorado law then in force, such Colorado rules and
provisions shall govern. Arbitration of any such controversy, claim or matter
of difference shall be a condition precedent to any legal action thereon.
This submission and agreement to arbitration shall be specifically
enforceable.
Within 30 days of the receipt by one party of a written notice to
arbitrate delivered by the other party, each party shall select one
arbitrator by written notice to the other party. Within 30 days of the
delivery of both notices, the two arbitrators will select a third arbitrator.
If the two cannot agree on such third arbitrator, the selection of a third
arbitrator shall be made by the Chief Judge of the U.S. District Court for
the District of Colorado or, if such judge refuses to act, such selection
shall be made in accordance with the procedures of the American Arbitration
Association.
Awards shall be final and binding on all parties to the extent and in
the manner provided by Colorado law. Each award shall expressly entitle the
prevailing party to recover such party's attorneys' fees and costs, and the
award shall specifically allocate such fees and costs between the parties.
All awards may be filed by any party with the Clerk of the District Court in
the City and County of Denver, Colorado, and an appropriate judgment entered
thereon and execution issued therefor. At the election of any party, said
award may also be filed, and judgment entered thereon and execution issued
therefor, with the clerk of one or more other courts, state or federal,
having jurisdiction over the party against whom such an award is rendered or
its property.
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6.5 ENTIRE AGREEMENT; MODIFICATIONS. This Agreement represents
the entire agreement between the parties and may be amended, modified,
superseded, or cancelled, and any of the terms hereof may be waived, only by
a written instrument executed by each party hereto or, in the case of a
waiver, by the party waiving compliance. The failure of any party at any
time or times to require performance of any provisions hereof shall not
affect the right at a latter time to enforce the same. No waiver by any
party of the breach of any provision contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be or
construed as a further or continuing waiver of any such breach or of any
other term of this Agreement.
6.6 APPLICABLE LAW. This Agreement shall be construed under and
governed by the laws of the State of Colorado.
6.7 SURVIVAL. Termination of this Agreement shall not terminate
any right or obligation accrued prior to the date of termination, except as
otherwise provided herein. Article 5 shall survive the termination of this
Agreement for the period of the Officer's employment with the Corporation.
6.8 ASSIGNMENT. Except in connection with a transfer of this
Agreement to a successor of the Corporation by reason of a Change of Control,
the Corporation shall not assign this Agreement other than to an affiliate of
the Corporation without the consent of the Officer, which consent may be
withheld in the Officer's sole discretion. The Officer shall not assign his
rights or obligations under this Agreement without the consent of the
Corporation, which consent may be withheld in the Corporation's sole
discretion.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above entered.
BASIN EXPLORATION, INC.
By
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President
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XXXXXXX X. XXXXXXX
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