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EXHIBIT 10.32
AMENDED EMPLOYMENT AGREEMENT
THIS AMENDED EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the first
day of January 1, 1996, by and between SABA PETROLEUM, INC. and SABA
EXPLORATION COMPANY, California corporations (hereinafter referred to as the
"Companies"), and XXXXX X. XXXXXXXXX, an individual (hereinafter referred to as
the "Employee"), the following terms and conditions.
RECITALS
A. It is in the best interest of the Companies to employ the services of
Employee as President and Chief Operating Officer of the Companies,
subject to and in accordance with the terms and provisions set forth
below.
B. Whereas Saba Petroleum, Inc. and Employee previously executed an
Employment Agreement effective August 1, 1994 (the "Effective Date")
which was first amended on July 18, 1995 to substitute Saba
Exploration Company for Saba Petroleum, Inc. and change certain other
terms of Employee's employment. Whereas the parties now desire to
expand Employee's responsibilities to include executive supervision of
both Companies, and therefore desire to amend the Employment Agreement
again in its entirety.
C. After independent review and consideration of the Agreement, Employee
desires to accept such revised employment responsibilities subject to,
and in accordance with, the terms and provisions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. EMPLOYMENT RELATIONSHIP; TERM; RENEWAL
Subject to the other terms, conditions and provisions of this
Agreement, the Companies hereby employ Employee and Employee hereby
accepts such employment for a period of five (5) years, commencing on
the Effective Date of this Agreement, as that term is defined above,
and subject to the termination provisions as provided herein below in
Paragraph 8.
2. COMPENSATION
2.1 ANNUAL COMPENSATION
Subject to the terms and provisions hereof, the Companies
shall pay or cause to be paid to Employee during the term
hereof an annual salary as described in Exhibit A hereto.
Cash compensation shall be paid in equal semi-monthly
installments provided only that such installments shall be
pro-rated in the event of any partial employment period
hereunder.
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2.2 ADDITIONAL COMPENSATION
Employee shall be further entitled to additional compensation
in the form of stock options in Saba Petroleum Company subject
to the conditions as set forth in Exhibit A attached hereto
and incorporated herein by reference. Additionally, Employee
will be eligible to receive bonus payments in the discretion
of the Board of Directors of Saba Petroleum Company and/or the
Companies. The option previously granted to Employee to
acquire up to twenty percent (20%) of the common stock of Saba
Exploration Company is hereby cancelled as of January 1, 1996
and the prior Exhibit B to this Agreement regarding said
option is deleted from this Agreement in its entirety.
2.3 EMPLOYMENT TAXES
All compensation and benefits shall be subject to customary
withholding taxes and other employment taxes as from time to
time are required by any governmental statute, ordinance, or
regulation with respect to such compensation paid by the
Companies to an employee.
3. EMPLOYEE BENEFITS AND REIMBURSEMENTS
A. MEDICAL INSURANCE
During the term of this Agreement and the employment described
herein, the Companies will pay the premium for standard
medical benefits for Employee. Dependent coverage is
available but at Employee expense.
B. REIMBURSEMENT FOR OUT-OF-POCKET EXPENSES
The Companies shall, not less frequently than monthly,
reimburse Employee with respect to all ordinary out-of-pocket
expenses which, in the sole judgment of the Companies, were
incurred by Employee in the course of and/or in the conduct of
the Companies' business by Employee, provided Employee follows
and complies with the Companies' reporting and receipts
submission procedures.
C. OTHER BENEFITS
In addition to the foregoing, Employee shall also be provided
any other benefits of whatever kind or nature or shall be
permitted to participate in such other benefits or programs
which may, from time to time, be adopted or provided by Saba
Petroleum Company or the Companies and otherwise made
available by Saba Petroleum Company or the Companies to other
employees or officers of Saba Petroleum Company or the
Companies under substantially the same restrictions and
limitations, if any and as applicable, including Saba
Petroleum Company's 401(K) Plan.
D. USE OF AUTOMOBILE
Employee will be provided with a vehicle to be used while on
official business of the Companies.
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E. RELOCATION
The Companies will reimburse Employee for reasonable and
necessary moving costs incurred in the course of Employee
relocation. The Companies will make the final determination
whether items of moving costs are "reasonable and necessary."
4. SERVICES AND DUTIES OF EMPLOYEE
Employee agrees that, expressly in his capacity as an officer of the
Companies, Employee will at all times loyally and conscientiously
perform all of the following duties, responsibilities, and
obligations:
A. Those duties and responsibilities expressly or implicitly
contained in this Agreement;
B. Those duties and responsibilities customarily incident to or
required of such position(s) and/or office(s) as may, from
time to time, be assigned to Employee by the Board of
Directors of the Companies or of Saba Petroleum Company;
C. Such other services, acts, or things necessary, prudent, or
advisable in the exercise of Employee's reasonable judgment
for the benefit of the Companies and;
D. Such additional duties, responsibilities and obligations and
such other services, acts, and things as, from time to time,
may be designated by the Board of Directors of the Companies
or of Saba Petroleum Company.
Without in any manner limiting the foregoing, Employee agrees to devote such
time as may be necessary to or for the business of the Companies. By entering
into this Agreement, it is the mutual intention of the parties that Employee
shall devote all of his productive time, ability, and attention to the business
of the Companies.
5. NO OUTSIDE EMPLOYMENT
By entering into this Agreement, it is the mutual intention of the
parties that Employee shall devote all of his productive time,
ability, and attention to the business of the Companies and shall not,
without the prior written consent of the Board, which may be withheld
for any reason whatsoever, otherwise actively engage in other business
endeavors or pursuits, including, without limitation, the direct or
indirect rendition of any services of a business, commercial, or
professional nature to any other person or organization, whether for
compensation or otherwise.
Notwithstanding the foregoing, the Companies recognize the following
exceptions to this full-time commitment: (i) President, Xxxxxxxx Oil &
Gas, Inc., a
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Tennessee corporation; and (ii) Director, Stangrid PLC (owner of the shares of
Xxxxxxxx Oil & Gas).
6. CONFIDENTIALITY AND TRADE SECRETS
Employee acknowledges and agrees that, in prior meetings with other
employees, representatives, officers and directors of the Companies,
Employee has or will, during the term of employment, have access to,
become acquainted with, and/or develop or invent various Trade Secrets
and proprietary information consisting of and including, without
limitation, formulas, processes, plans, charts, concepts, procedures,
compilations, lists of data and information, records, specifications,
documents, contracts, reports, forms, manuals, names, addresses, and
telephone numbers and other information of customers, lenders,
investors, or identified prospective customers, lenders, or investors
(all of the foregoing sometimes collectively referred to as "Trade
Secrets") which are owned or have been or subsequently are developed,
compiled, organized or invented by the Companies, the Employee, or the
Companies' other employees. Employee, for the benefit of the
Companies and as a condition of this Agreement, expressly agrees that
Employee shall not disclose any of the Trade Secrets, directly or
indirectly; use them in any way; or claim proprietary ownership
interest therein, either during or after the term of this Agreement
except as required in the performance of Employee's duties hereunder
or as expressly authorized by the written consent and permission of
the Companies after full explanation and disclosure of any such
proposed use or disclosure by the Employee to the Companies.
Employee further acknowledges and agrees that all Trade Secrets, as
defined above, whether now existing or hereafter developed are and
shall at all times be owned solely and exclusively by the Companies
and Employee shall have no ownership interest therein or rights
thereto.
7. EFFECTIVE DATE
The Effective Date of this Agreement shall be the day, month, and year
first set forth above. The effective date of this Agreement, as
amended, shall be January 1, 1996.
8. TERMINATION UPON EVENT OF TERMINATION
8.1 EVENTS OF TERMINATION
This Agreement shall terminate immediately upon the occurrence
of any of the following events:
A. Whenever the Companies and Employee shall mutually agree in
writing to terminate this Agreement;
B. Whenever the Companies deliver written notice to Employee
terminating the Agreement for "cause" including, among other
things, Employee's material gross negligence or intentional
misconduct under the terms of this Agreement, unless waived in
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writing and signed by the Companies in the Companies' sole and
absolute discretion;
C. Upon the death of Employee;
D. Upon the permanent incapacity of Employee because of illness,
physical injury, other physical or mental disability, or any
reason such that it reasonably appears that Employee will be
unable to perform or complete Employee's duties and
responsibilities under this Agreement.
If, the Companies terminate this Agreement without cause, then upon such
termination, in addition to the other provisions contained herein, the
Companies shall pay to Employee as a severance allowance an amount equal to the
Employee's then annual salary.
8.2 POST-TERMINATION DUTIES AND OBLIGATIONS Upon termination for any of
the foregoing Events;
A. Employee or the representative of Employee's estate, in the
event of the death of the Employee, shall be entitled to
receive that compensation earned by Employee that Employee
would otherwise be entitled to up to the date of termination
less such amounts as are required by law to be withheld and
deducted and;
B. Employee or the representative of Employee's estate, in the
event of the death of the Employee, shall deliver to the
Companies all records, reports, files, schedules, lists,
equipment, tools, and any other property in his possession or
under his control belonging to the Companies and, as
appropriate, in good condition and repair, ordinary wear and
tear excepted.
C. Employee shall have such other post-termination
responsibilities as Employee and the Companies shall mutually
agree.
9. COMPANIES' AUTHORITY
The Companies expressly reserve the right to adopt and promulgate from
time to time, orally or in writing, Companies rules, regulations,
directives and policies with respect to the Companies' operations and
systems, business expense reimbursements, general employee standards,
and employee performance requirements and evaluation criteria (all of
the foregoing collectively referred to as the "Companies' Policies").
Employee agrees at all times to observe and comply with the Companies'
Policies, whether oral or in writing, as stated and as reasonably
interpreted by the Board of Directors.
10. PAID VACATION AND SICK LEAVE
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A. PAID VACATION
Employee shall be entitled to two weeks' paid vacation each
year, subject to increase based upon the then current policy
of the Companies.
B. SICK LEAVE
As determined by the Companies, Employee shall be entitled to
a reasonable number of days of sick leave with full
compensation as specified in the current policy of the
Companies during each calendar year. In determining what is a
reasonable number of days, the Companies shall take into
account previous periods of illness or disability, the number
of days of sick leave taken in the current and preceding
years, and any other relevant factors it deems pertinent.
11. INDEMNIFICATION
The Companies shall indemnify the Employee and hold him harmless for
and with respect to all costs and expenses incurred by Employee
resulting from any acts or decisions made by him in good faith while
performing services for the Companies within the scope of his position
and authority hereunder.
12. NON-TRANSFERABILITY
This Agreement is personal to Employee and the services to be provided
by Employee are personal to and uniquely capable of performance by
Employee. Consequently, neither this Agreement nor any right, duties,
or obligations hereunder, or interests herein, shall be transferred,
assigned, conveyed, hypothecated, delegated or pledged, in whole or in
part, voluntarily or involuntarily, by operation of law or otherwise.
Any attempted transfer, assignment or delegation shall be null and
void.
13. NOTICES
All notices provided in or permitted pursuant to this Agreement shall
be in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified mail, return receipt
requested, postage prepaid, addressed to the Companies at their
principal office address and to Employee at Employee's residence
address on the records of the Companies or at such other addresses
either party may have furnished to the other party in writing in
accordance herewith.
14. VALIDITY
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
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15. AMENDMENTS
Any modification to or amendment of this Agreement shall be effective
only if:
A. It is in writing;
B. It expressly refers to this Agreement; and
C. It is signed by all parties hereto.
16. CONSTRUCTION
This Agreement shall be construed without regard to any presumption or
other rule requiring construction against the party drafting a
document. It shall be construed neither for nor against any party,
but each provision shall be given reasonable interpretation in
accordance with the plain meaning of its terms and the expressed
intent of the parties.
1 7. ENTIRE AGREEMENT
This Agreement supersedes any and all prior agreements between the
parties thereto, if any, whether oral or written, with respect to the
employment of Employee by the Companies and contains all of the
covenants, conditions, and agreements between the parties with respect
to the rendition of such services as herein contemplated or to be
performed hereunder. Each party acknowledges for the benefit of the
other;
A. That no representations, inducements, promises, or agreements,
orally or in writing, have been made by any party, or any
person acting or claiming to be acting on behalf of the other
party and;
B. That no other agreement, statement, or promise with respect to
such employment which is not set forth herein shall be valid
or binding.
18. ATTORNEY'S FEES
In the event of any dispute or disagreement under this Agreement
whether or not suit is instituted, or if any action is instituted, at
law or in equity, including, without limitation, an action for
declaratory or injunctive relief to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled
to be reimbursed for all costs and expenses, including, without
limitation, reasonable attorneys' fees, which may be set by the court
in the same action if any action has been so commenced or in a
separate action brought for that purpose. Such right of reimbursement
shall be in addition to any other relief to which that party may be
entitled.
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19. GOVERNING LAW AND VENUE
Irrespective of the place of execution or performance, this Agreement
will be governed by and construed in accordance with the laws of the
State of California. The venue of any and all such actions brought
under or pursuant to this Agreement shall be Orange County,
California.
20. WAIVER
No provision of this Agreement may be modified, waived or discharged
unless such waiver modification or discharge is agreed to in writing
and signed by Employee and such Officer as may be authorized by the
Board. No waiver by either party thereto at any time of any breach of
any condition or provision of this Agreement shall be deemed a waiver
of or to the subsequent enforcement of each term and provision of this
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day,
month, and year first set forth above.
"COMPANIES" "EMPLOYEE"
SABA PETROLEUM, INC.
a California Corporation
BY:_____________________________ BY:_____________________________
XXXXX XXXXXXXXX XXXXX X. XXXXXXXXX
ITS: Chairman of the Board President and Chief Operating
Officer
SABA EXPLORATION COMPANY
a California Corporation
BY:_____________________________ BY:_____________________________
XXXXX XXXXXXXXX XXXXX X. XXXXXXXXX
ITS: Chairman of the Board President and Chief Operating
Officer
EXHIBIT A: COMPENSATION/OPTIONS GRANTED
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EXHIBIT "A"
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ANNUAL COMPENSATION
EXCERISE PRICE NUMBER OF
YEAR SALARY PER SHARE OPTION SHARES
1 $75,000.00 $3.00 20,000
2 $78,750.00 $3.00 20,000
3 $82,687.50 $3.00 20,000
4 $86,821.88 $3.00 20,000
5 $91,162.97 $3.00 20,000
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100,000
The Employee may exercise the Option Shares in whole or in part at any time on
or after the Employment Anniversary date of the Employee in each of the five (5)
years of employment. For example: the option to purchase 20,000 shares of Saba
Petroleum Company's common stock @ $3.00 may be exercised by the Employee giving
the Companies written notice of the Employee's intention to do so at any time on
or after August 1, 1995. Similarly, the second year option could not be
exercised until on or after August 1, 1996. The right to exercise Option Shares
shall vest on respective Employment Anniversary Dates, and shall accumulate.
In the event the employment of the Employee is terminated for any reason, by
the Employee or by the Companies, with or without cause, Employee's rights
hereunder shall be limited to those Option Shares which have vested, and all
non-vested Option Shares shall be cancelled immediately. Upon termination by
the Employee or by the Companies all vested Option Shares must be exercised
within one (1) year from the date of termination, or they will be cancelled.
If there shall be any capital reorganization or consolidation or merger of Saba
Petroleum Company with another corporation or corporations, in which Saba
Petroleum Company is not the surviving entity, or upon change of "control" of
Saba Petroleum Company, as that term is defined in Reg. 260.0-2(f) of the
Securities Exchange Act of 1934, any and all Option Shares shall immediately
vest.
Saba Petroleum Company will prepare, or cause to be prepared and filed
with the appropriate regulatory agencies a registration statement(s)
which will cause the Employee's Option Shares to be registered under
Section 12(g) of the Securities Act of 1933; to be freely
transferable; and, to be represented by stock certificates without any
restrictive legends.
