Exhibit 10.9e
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made as of the 18th day of December , 2001, by
and between THE WISER OIL COMPANY, a Delaware corporation (the "Company"), and
A. Xxxxx Xxxxxx, of 00000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000 ("Employee").
W I T N E S S E T H:
WHEREAS, the Company is an independent non-integrated company engaged in
exploration, development, production and acquisition of crude oil and natural
gas reserves in the United States;
WHEREAS, Employee possesses valuable knowledge and skills that will
contribute to the successful operation of the Company's business; and
WHEREAS, the Company desires to procure the services of Employee, and
Employee hereby agrees to be employed by the Company, upon the terms and subject
to the conditions hereinafter set forth;
NOW, THEREFORE, intending to be legally bound, the Company agrees to employ
Employee, and Employee hereby agrees to be employed by the Company, upon the
following terms and conditions:
ARTICLE I
EMPLOYMENT
1.01. Office. Employee is hereby employed as President of the Company and
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in such capacity shall use his best energies and abilities in the performance of
his duties hereunder and in the performance of such other duties as may be
assigned to him from time to time by the Board of Directors of the Company (the
"Board") and the Chief Executive Officer of the Company.
1.02. Term. Subject to the terms and provisions of Article II hereof,
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Employee shall be employed by the Company for a period of one (1) year
commencing on the date of this Employment Agreement; provided, however, that
commencing on December 18, 2001 and on each day thereafter (each day thereafter
herein called a "Renewal Date"), Employee's employment hereunder shall be
automatically extended so as to terminate at the close of business on the first
anniversary of such Renewal Date.
1.03. Base Salary. During the term of Employee's employment hereunder,
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compensation shall be paid to Employee by the Company at the rate of $183,000
per annum (the "Base Salary"), payable bi-weekly. The rate of annual Base Salary
to be paid to Employee may be increased by the Board at any time based upon
Employee's contribution to the success of the Company and on such other factors
as the Board shall deem appropriate.
1.04. Employee Benefits. At all times during the term of Employee's
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employment hereunder, Employee shall; (a) be covered by such major medical or
health benefit plans and pensions and other employee benefit plans and other
fringe benefits as are available generally to other executive employees of the
Company; (b) receive reimbursement for all properly substantiated business
expenses; and (c) be entitled to four (4) weeks paid vacation each year and such
holidays and sick days as are available to other executive employees of the
Company. The compensation provided to Employee hereunder shall not affect his
right to participate in the pension plan, the savings plan, and similar plans or
any other employee benefit plans of the Company if under the terms thereof
Employee could be eligible without regard to this Agreement.
1.05. Severance Payment. Upon the termination of Employee's employment with
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the Company for any reason, the Company shall pay to Employee (or, in the event
of his death, to his estate), within 30 days following such termination, a
severance payment amount in cash equal to his annual Base Salary at the time of
his termination of employment.
ARTICLE II
TERMINATION
2.01. Illness, Disability. If during the term of Employee's employment
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hereunder Employee shall be prevented, in the Company's judgment, from
effectively performing all his duties hereunder by reason of illness or
disability, then the Company may, by written notice to Employee, terminate
Employee's employment hereunder. Upon delivery to Employee of such notice,
together with payment of any Base Salary accrued to the date of termination
under Section 1.03 hereof, Employee's employment and all obligations of the
Company hereunder (other than its obligations under Sections 1.05 and 4.10)
shall terminate.
2.02. Death. If Employee dies during the term of his employment hereunder,
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Employee's employment and all obligations of the Company hereunder (other than
its obligation under Section 1.03, accrued to date of termination, and its
obligations under Sections 1.05 and 4.10 hereof) shall terminate.
2.03. Termination by Notification. Either the Company or Employee may
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terminate Employee's employment hereunder at any time for any reason upon
providing the other party with forty-five (45) days written notice of such
termination. Upon such termination, Employee's employment and all obligations of
the Company hereunder (other than its obligation under Section 1.03, accrued to
date of termination, and its obligations under Sections 1.05 and 4.10) shall
terminate.
2.04. Employee Benefits. Termination of Employee as provided in this
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Article shall not affect Employee's rights and Employee benefit plans of Wiser
if under the terms thereof Employee could be eligible without regard to this
agreement.
ARTICLE III
EMPLOYEE'S COVENANTS AND AGREEMENTS
3.01. Non-Disclosure of Confidential Information. Employee agrees to hold
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and safeguard Confidential Information in trust for the Company, its successors
and assigns and agrees that he shall not, without the prior written consent of
the Company, misappropriate or disclose or make available to anyone for use
outside the Company's organization at any time, either during his employment
with the Company or subsequent to the termination of his employment with the
Company for any reason, including without limitation termination by the Company
for cause, any of the Confidential Information, whether or not developed by
Employee, except as required in the performance of Employee's duties to the
Company or as otherwise required by order of Court. "Confidential Information"
as used herein includes information concerning the Company's revenues, volume,
business methods, proposals, identity of customers and prospective customers,
identity of key purchasing personnel in the employ of customers and prospective
customers, amount or kind of customer's purchases from the Company, location of
reserves and information concerning geology, the Company sources of supply,
vendors of equipment and material, the Company's computer programs, system
documentation, special hardware, product hardware, related software development,
the Company's manuals, formulae, processes, methods, machines, compositions,
ideas, improvements, inventions or other confidential or proprietary information
belonging to the Company or relating to the Company affairs.
3.02. Duties. Employee agrees to be a loyal employee of the Company.
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Employee agrees to devote his best efforts full time (subject to the right to
receive vacations and subject to absences on account of temporary illnesses as
provided herein) to the performance of his duties for the Company, to give
proper time and attention to furthering the Company's business, and to comply
with all rules, regulations and instruments established or issued by the
Company. Employee further agrees that during the term of this Agreement,
Employee shall not, directly or indirectly, engage in any business or activity
which would detract from Employee's ability to apply his best efforts to the
performance of his duties hereunder. Employee also agrees that he shall not
usurp any corporate opportunities of the Company. Employee agrees that during
Employee's employment hereunder he shall not acquire for his own benefit, any
oil and gas royalties or working interests.
3.03. Return of Materials. Upon the termination of Employee's employment
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with the Company for any reason, including without limitation termination by the
Company for cause, Employee shall promptly deliver to the Company all
correspondence, drawings, blueprints, manuals, letters, memoranda, notes,
notebooks, records, reports, flowcharts, programs, proposals and any documents
concerning the Company's customers or concerning products or processes used by
the Company and, without limiting the foregoing, will promptly deliver to the
Company any and all other documents or materials containing or constituting
Confidential Information.
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3.04. Non-Solicitation of Employees. Employee agrees that, during his
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employment with the Company and for two (2) years following termination of
Employee's employment with the Company, including without limitation termination
by the Company for cause, Employee shall not, directly or indirectly, solicit or
induce, or attempt to solicit or induce, any employee of the Company to leave
the Company for any reason whatsoever, or hire any employee of the Company.
ARTICLE IV
MISCELLANEOUS
4.01. Authorization to Modify Restrictions. It is the intention of the
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parties that the provisions of Article III hereof shall be enforceable to the
fullest extent permissible under applicable law, but that the unenforceability
(or modification to conform to such law) of any provision or provisions hereof
shall not render unenforceable, or impair, the remainder thereof. If any
provision or provisions hereof shall be deemed invalid or unenforceable, either
in whole or in part, this Agreement shall be deemed amended to delete or modify,
as necessary, the offending provision or provisions and to alter the bounds
thereof in order to render it valid and enforceable.
4.02. Tolling Period. The non-solicitation obligation contained in Article
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III hereof shall be extended by the length of time during which Employee shall
have been in breach of any of the provisions of such Article III.
4.03. Entire Agreement. This Agreement represents the entire agreement of
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the parties and may be amended only by a writing signed by each of them.
4.04. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Texas.
4.05. Agreement Binding. The obligations of employee under this Agreement
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shall continue after the termination of his employment with the Company for any
reason, and shall be binding on his heirs, executors, legal representatives and
assigns and shall inure to the benefit of any successors and assigns of the
Company.
4.06. Counterparts, Section Headings. This Agreement may be executed in any
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number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument. The section
headings of this Agreement are for convenience of reference only and shall not
affect the construction or interpretation of any of the provisions hereof.
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4.07. Waiver. The failure of either party at any time or times to require
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performance of any provisions hereof shall in no manner affect the right at a
later time to enforce such provisions thereafter. No waiver by either party of
the breach of any term or covenant 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 a waiver of
the breach of any other term or covenant contained in this Agreement.
4.08. Notices. All notices and other communications provided for herein
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shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by registered or certified mail, return receipt requested,
postage prepaid:
(a) If to the Company:
The Wiser Oil Company
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Copy to:
Xxxxxx X. Xxxxxxx
Xxxxxxxx & Knight L.L.P.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
(b) If to Employee:
A. Xxxxx Xxxxxx
00000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Either party may specify a different address by notice in writing to the
other as provided in this Section 4.08.
4.09 Termination of Prior Employment Agreements. This Agreement shall
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supercede all current employment agreements between the parties hereto which
shall be of no further force or effect.
4.10 Additional Payment. If Employee's employment with the Company
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terminates for any reason, Employee (or in the event such termination is by
reason of death, Employee's estate) shall be paid, within 30 days following such
termination, an amount in cash equal to the sum of (i) Employee's annual Base
Salary at the time of his termination of employment multiplied by three, and
(ii) the amount equal to the premium cost or other amount paid by the Company
during the
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one-year period preceding Employee's termination of employment to provide
Employee with (A) life, health and disability insurance benefits, and (B) the
use of an automobile for such year.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be executed as of the day and year first above written.
______________________________________
A. Xxxxx Xxxxxx
THE WISER OIL COMPANY
By:___________________________________
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chairman and Chief Executive
Officer
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