1
EXHIBIT 10.1
October 14, 1998
Xx. Xxxxxx X. Xxxxxx
Chairman/CEO
Oryx Energy Company
00000 Xxxx Xxxx
Xxxxxx, Xxxxx 00000-0000
Dear Xxx:
Xxxx-XxXxx Corporation (the 'Company') and Oryx Energy Company ('Oryx')
have entered into a merger agreement providing for the merger of Oryx into the
Company. The Company and Oryx have determined it is important to the success of
the Company that you remain for a transition period after the merger. This
letter contains the terms and conditions of your continued employment with the
Company following the merger.
You will be employed by the Company with responsibilities as assigned
during the transition. You will be paid $47,917.00 per month for the period you
are employed by the Company following the merger and will be entitled to
participate in benefit plans to which you are currently entitled maintained for
the benefit of Oryx employees. Your employment following the merger will
continue until March 1, 2000, unless at the option of either you or the Company
your employment is terminated earlier. Upon termination of your employment, you
will resign your position as an officer and director of the Company.
You presently are a participant in the Oryx Amended and Restated Special
Executive Severance Plan (the 'Plan') and, pursuant to the Plan, have executed
an Executive Severance Agreement (the 'Severance Agreement') amended as provided
under the merger agreement. The Company acknowledges that in the absence of your
continued employment under this letter agreement, the merger would entitle you
to terminate your employment and receive the benefits enumerated in the Plan and
in the Severance Agreement. Upon the ultimate termination of your employment,
therefore, the Company will pay you the benefits contemplated by the Plan and
the Severance Agreement.
The monthly salary provided under this letter agreement shall not
constitute compensation for purposes of any bonus, incentive, change in control,
severance, employee benefit plan (as defined in Section 3(3) of the Employee
Retirement Security Act of 1974, as amended) or any other plan, program or
arrangement of the Company, Oryx or their affiliates provided, however, that
nothing herein will disqualify you from receiving age and service credits for
the time you are employed by the Company for purposes of determining your
eligibility to participate, vesting and eligibility to receive benefits under
the applicable defined benefit pension plans. The Company shall be entitled to
withhold from payment any amount of withholding required by law.
This letter agreement, with the Plan and the Severance Agreement,
constitutes the entire understanding between you and the Company, Oryx or their
affiliates with respect to the subject matter hereof, and supersedes all prior
understandings and agreements, written and oral, with respect to the subject
matter hereof. This letter agreement may only be amended by written agreement
signed by you and the Company. This letter agreement shall be construed,
interpreted and governed in accordance with the laws of the State of Delaware
applicable to contracts to be performed therein.
If the foregoing is acceptable to you, please sign the agreement below and
return it to Xxxxxxx X. (Xxxx) Xxxxxx, Jr. at the Company as soon as possible.
Sincerely,
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Accepted and agreed:
/s/ XXXXXX X. XXXXXX
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