EXHIBIT 10.7
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made by and between Spinnaker
Exploration Company, L.L.C., a Delaware limited liability company ("Company")
and Xxxxx X. Xxxxxxxxx ("Employee").
WITNESSETH:
WHEREAS, Company is desirous of employing Employee in a senior executive
capacity on the terms and conditions, and for the consideration, hereinafter set
forth and Employee is desirous of being employed by Company on such terms and
conditions for such consideration;
NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and obligations contained herein, Company and Employee agree as follows:
ARTICLE 1: EMPLOYMENT AND DUTIES
1.1 Employment; Effective Date. Company agrees to employ Employee and
Employee agrees to be employed by Company, beginning as of the Effective Date
(as hereinafter defined) and continuing for the period of time set forth in
Article 2 of this Agreement, subject to the terms and conditions of this
Agreement. For purposes of this Agreement, the "Effective Date" shall be
December 20, 1996.
1.2 Position. From and after the Effective Date, Company shall employ
Employee in the position of Vice President and Chief Financial Officer of
Company, or in such other equivalent senior executive position as the parties
mutually may agree.
1.3 Duties and Services. Employee agrees to serve in the office referred
to in paragraph 1.2 and to perform diligently and to the best of his abilities
the duties and services reasonably appertaining to such office, as well as such
additional duties and services appropriate to such office which the parties
mutually may agree upon from time to time.
1.4 Authority and Reporting. Employee shall have the normal authority
associated with Employee's position. Employee shall report only to the Chief
Executive Officer.
1.5 Other Interests. (i) Employee agrees, during the period of his
employment by Company, except as provided below, to devote his primary business
time, energy and best efforts to the business and affairs of Company and its
subsidiaries. The parties recognize and agree that Employee may engage in
passive personal investments, civic and other business activities that do not
conflict with the business and affairs of Company or materially interfere with
Employee's performance of his duties hereunder.
(ii) Company agrees and acknowledges that until December 31, 1997
Employee's ability to devote his primary business time to Company will be
subject to the following pre-existing commitments:
(1) Until December 31, 1997 Employee may be required to provide
consulting services to Enron Corp. and/or Enron Global Power &
Pipelines L.L.C. for up to 260 hours per calendar quarter;
(2) Until June 30, 1997 Employee may be required to provide
consulting services for up to 200 hours to Dril-Quip, Inc.; and
(3) Until the next annual meeting of Cairn Energy USA, Inc. presently
anticipated to be held in May, 1997, Employee will continue to
serve on its Board of Directors.
1.6 Duty of Loyalty. Employee acknowledges and agrees that Employee owes a
fiduciary duty of loyalty, fidelity and allegiance to act at all times in the
best interests of Company and to do no act which would injure the business,
interests, or reputation of Company or any of its subsidiaries. In keeping with
these duties, Employee shall not appropriate for Employee's own benefit business
opportunities concerning the subject matter of the fiduciary relationship.
ARTICLE 2: TERM AND TERMINATION OF EMPLOYMENT
2.1 Term. Unless sooner terminated pursuant to other provisions hereof,
Company agrees to employ Employee for the period (the "Term") beginning on the
Effective Date and ending on December 31, 2000; provided that (a) commencing on
December 15, 2000 and on each December 15th thereafter, if this Agreement has
not been terminated pursuant to Sections 2.2 or 2.3, the Term of this Agreement
shall automatically be extended for one additional year unless prior to such
December 15th either Company or Employee shall have given written notice to the
other party that the Term of this Agreement shall cease to be so extended and
(b) the Term shall automatically terminate upon Employee's death, if it has not
been earlier terminated as provided above.
2.2 Company's Right to Terminate. Notwithstanding the provisions of
paragraph 2.1, Company shall have the right to terminate Employee's employment
under this Agreement at any time for any of the following reasons:
(i) upon the later of Employee's becoming (a) incapacitated by
accident, sickness, or other circumstance which renders him mentally
or physically incapable of performing the duties and services required
of him hereunder for a period of at least 120 consecutive days or for
a period of 180 days during any 12-month period or (b) entitled to
benefits under Company's long-term disability insurance plan;
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(ii) for cause, which for purposes of this Agreement shall mean
Employee (A) has been convicted of a felony, (B) has engaged in gross
negligence or willful misconduct in the performance of the duties
required of him hereunder that he knows or should know is materially
injurious to Company, (C) has willfully disregarded without proper
legal cause material written corporate policies established by Company
or the material written directives of the Board, which results in
material harm to the Company, or (D) has materially breached any
material provision of this Agreement; provided, however, that cause
shall exist with respect to a matter described in clauses (B), (C), or
(D) of this paragraph 2.2(ii) that is capable of being corrected by
Employee only if such matter remains uncorrected for 30 days following
written notice of such matter by Company to Employee; or
(iii) for any other reason whatsoever, in the sole discretion of the
Board of Managers or other governing body of Company ("Board").
2.3 Employee's Right to Terminate. Notwithstanding the provisions of
paragraph 2.1, Employee shall have the right to terminate his employment under
this Agreement at any time for any of the following reasons:
(i) a material breach by Company of any material provision of this
Agreement occurs which, if correctable, remains uncorrected for 30
days following written notice of such breach by Employee to Company;
(ii) an Event of Default occurs with respect to Seismic Energy
Holdings, Inc. ("XXXX"), or WP Spinnaker Holdings, Inc. ("WPV Sub")
under the Purchase Agreement among Company, XXXX and WPV Sub, of even
date herewith (the "Purchase Agreement"), which is not corrected
within the grace period provided therein, or a WPV Change of Control
or PGS Change of Control occurs and WPV Sub or XXXX fails to timely
deliver the notice specified in Section 3(f)(iii) of the Purchase
Agreement (as all such capitalized terms are defined in the Purchase
Agreement);
(iii) Company's principal executive offices are relocated outside the
Houston, Texas metropolitan area without Employee's consent;
(iv) Company fails to obtain the assumption of the obligation to
perform this Agreement by any successor as contemplated in paragraph
7.11 hereof;
(v) any material amendment to, or termination of, the Limited
Liability Company Agreement of Spinnaker Exploration Company, L.L.C.
(the "LLC Agreement"), the Purchase Agreement, the Agreement among the
Company, XXXX, and Petroleum Geo-Services ASA, or the Indemnification
Agreement between the Company and Employee (all or even date herewith)
without Employee's consent;
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(vi) failure by the Board or Required Holders (as such term is
defined in the Purchase Agreement) to approve proposals submitted in
good faith by the Company's chief executive officer prior to the date
on which aggregate Capital Contributions (as such term is defined in
the LLC Agreement) made to the Company by WPV Sub equal or exceed 50%
of WPV Sub's Capital Commitment (as such term is defined in the
Purchase Agreement), if such proposals (i) are consistent with the
Business Strategy (as such term is defined in the LLC Agreement), and
(ii) the Board and Employee fail to resolve their differences
concerning such proposals after discussions held in good faith over at
least 60 days;
(vii) failure to approve that portion of an Operating Budget which
relates to compensation or benefits for existing employees of Company
and is consistent with the Business Strategy and existing employment
agreements, without Employee's consent;
(viii) Xxxxx X. Xxxxxx'x employment as the Company's chief executive
officer is terminated under Sections 2.3(i) through (viii) of his
employment agreement; or
(ix) for any other reason whatsoever, in the sole discretion of
Employee;
provided, however, that Employee may not exercise his right with respect to
those events referred to in clauses (iii), (v), (vi), and (vii), unless such
events occur after the date on which the employment of Xxxxx X. Xxxxxx shall
have terminated. For purposes of paragraph 2.3(i) above, any breach of
paragraphs 1.2 or 1.4 hereof by Company shall be deemed to constitute a material
breach by Company of a material provision of this Agreement.
2.4 Notice of Termination. If Company or Employee desires to terminate
Employee's employment hereunder at any time prior to expiration of the Term
pursuant to paragraph 2.2 or 2.3, respectively, it or he shall do so by giving
written notice to the other party that it or he has elected to terminate
Employee's employment hereunder and stating the effective date, which shall be
not less than 30 days after the date of such written notice, and reason for such
termination (if "for cause", as defined in Section 2.2(ii), with specificity as
to the basis therefor), provided that no such action shall alter or amend any
other provisions hereof or rights arising hereunder.
ARTICLE 3: COMPENSATION AND BENEFITS
3.1 Base Salary. During the period of this Agreement, Employee shall
receive a minimum annual base salary equal to the greater of (i) $175,000 or
(ii) such amount as the Board may, in its sole discretion, determine from time
to time; provided, however, that for each calendar year beginning on January 1,
1998 and on January 1 of each calendar year thereafter, such minimum annual base
salary shall be adjusted upward by an amount that shall be at least equal to the
minimum annual base salary of the preceding calendar year multiplied by a
fraction, the numerator of which is the CPI (as hereinafter defined) published
with respect to the preceding October (the "Most
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Recent October"), and the denominator of which is the CPI published with respect
to the October immediately preceding the Most Recent October. However, in no
event may the minimum annual base salary as in effect at any time be reduced.
Employee's annual base salary shall be paid in equal installments in accordance
with Company's standard policy regarding payment of compensation to executives
but no less frequently than bimonthly. The term "CPI" as used herein shall mean
the index now known as the Consumer Price Index for Urban Wage Earners and
Clerical Workers (CPI-W), for the Houston-Galveston-Brazoria, Texas area, all
items (1982-84=100), as published by the Bureau of Labor Statistics of the
United States Department of Labor. If the CPI shall be discontinued with no
successor or comparable successor index, the parties shall agree upon a
substitute price index to reflect properly increases from year to year.
3.2 Bonuses. Employee shall receive bonuses, if any, as the Board shall
determine in its sole discretion after consideration of the performance of
Employee and Company and bonuses paid to similarly-situated executives of
companies of comparable size in the oil and gas exploration industry.
3.3 Other Perquisites. During his employment hereunder, Employee, and, to
the extent applicable, Employee's spouse, dependents and beneficiaries, shall be
allowed to participate on the same basis generally as other senior executives of
Company in all benefits, plans and programs, including improvements or
modifications of the same, which are now, or may hereafter be, available to
similarly-situated Company employees. Company shall not, however, by reason of
this paragraph be obligated to institute, maintain, or refrain from changing,
amending, or discontinuing, any such benefit plan or program, so long as Company
maintains plans and programs not materially less beneficial to its executive
employees than those that are provided to similarly-situated executives of
companies of comparable size in the oil and gas exploration industry generally.
ARTICLE 4: CONFIDENTIAL INFORMATION
4.1. Confidential Information
(a) Employee recognizes that by reason of his employment with Company
and the positions described in paragraph 1.2, he may acquire Confidential
Information (defined below), the use or disclosure of which would cause Company
substantial loss and damages which could not be readily calculated and for which
no remedy at law would be adequate. Accordingly, Employee agrees that he will
not (directly or indirectly) at any time, whether during or after his employment
hereunder, disclose any such Confidential Information to any person except (i)
in the performance of his services to Company hereunder, (ii) as required by
applicable law, (iii) in connection with the enforcement of his rights under
this Agreement, (iv) in connection with any disagreement, dispute or litigation
between Employee and Company, or (v) with the prior written consent of the
Board. As used herein, "Confidential Information" means (A) all seismic and
geophysical data, geological data, chemical data, engineering data, interpretive
and analytical reports and studies, logs, formation tests, maps, diagrams, data
bases, computer printouts, computer tapes, agreements and contracts, files,
books, accounts, and other technical information, business records, or financial
data acquired
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by Company or prepared by Employee or any other employee, consultant,
contractor, agent, or representative of Company during the term of this
Agreement, and (B) any information received by Employee in connection with his
employment to the extent the disclosure of such information by Employee would
result in a breach by Company of any confidentiality obligation known to
Employee; provided that such term shall not include any information that (x) is
or becomes generally known or available other than as a result of a disclosure
by Employee, (y) is or becomes known or available to Employee on a
nonconfidential basis from a source (other than Company) which, to Employee's
knowledge, is not prohibited from disclosing such information to Employee by a
legal, contractual, fiduciary or other obligation to Company, or (z) is known by
Employee prior to executing this Agreement.
(b) Employee confirms that all Confidential Information is the
exclusive property of Company. All business records, papers or documents kept or
made by Employee while employed hereunder relating to the business of Company
shall be and remain the property of Company at all times. Upon the request of
Company at any time, Employee shall promptly deliver to Company, and shall
retain no copies of, any written materials, records and documents made by
Employee or coming into his possession while employed hereunder concerning the
business or affairs of Company other than personal materials, records and
documents (including notes and correspondence) of Employee not containing
Confidential Information. Notwithstanding the foregoing, Employee shall be
permitted to retain copies of, or have access to, all such materials, records
and documents relating to any disagreement, dispute or litigation between
Employee and Company or any third person.
4.2 Assistance by Employee. Both during the period of Employee's
employment by Company and thereafter, provided Company pays all costs and
expenses, Employee shall assist Company and its nominee, at any time, in the
protection of Company's worldwide right, title, and interest in and to
Confidential Information; provided that any such assistance after termination of
Employee's employment does not, in Employee's good faith judgment, unreasonably
interfere with Employee's other activities.
4.3 Remedies. Employee acknowledges that money damages would not be
sufficient remedy for any breach of this Article by Employee, and Company shall
be entitled to enforce the provisions of this Article by specific performance
and injunctive relief as remedies for such breach or any threatened breach. Such
remedies shall not be deemed the exclusive remedies for a breach of this
Article, but shall be in addition to all remedies available at law or in equity
to Company, including the recovery of damages from Employee and his agents
involved in such breach and remedies available to Company pursuant to other
agreements with Employee.
ARTICLE 5: NON-DISPARAGEMENT. Company agrees that it will not make any
statements to third parties which are intended to disparage, discredit or injure
the reputation of Employee. Employee agrees that he will not make any statements
to third parties which are intended to disparage, discredit or injure the
reputation of Company, its Members, or their respective affiliates.
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ARTICLE 6: EFFECT OF TERMINATION ON COMPENSATION
6.1 By Expiration. If Employee's employment hereunder shall terminate upon
expiration of the Term provided in paragraph 2.1, then all compensation and all
benefits to Employee hereunder shall terminate contemporaneously with
termination of his employment. Upon any termination of the employment
relationship by either Employee or Company after the expiration of the Term
provided in paragraph 2.1, Employee shall be entitled to pro-rata salary through
the date of such termination and any and all other compensation to which
Employee is entitled under this Agreement and all future benefits for which
Employee is eligible under this Agreement shall cease and terminate.
6.2 By Company. If Employee's employment hereunder shall be terminated by
Company prior to expiration of the Term provided in paragraph 2.1, then, upon
such termination, regardless of the reason therefor, all compensation and all
benefits to Employee hereunder shall terminate contemporaneously with the
termination of such employment, except that if such termination shall be for any
reason other than those encompassed by paragraphs 2.2(i) or (ii), then Company
shall continue to pay to Employee (or to his beneficiaries or estate) Employee's
then current base salary pursuant to paragraph 3.1 and continue, at Company's
cost, Employee's (and his qualified beneficiaries') coverages under Company's
group health plan(s), for the greater of (x) the balance of such Term or (y) one
year.
6.3 By Employee. If Employee's employment hereunder shall be terminated by
Employee pursuant to paragraph 2.3(ix) prior to expiration of the Term provided
in paragraph 2.1, then all compensation and benefits to Employee hereunder shall
terminate. If Employee's employment hereunder shall be terminated by Employee
pursuant to paragraph 2.3(i) through (viii) prior to expiration of the Term
provided in paragraph 2.1, then Company shall continue to pay to Employee (or to
his beneficiaries or estate) Employee's then current base salary pursuant to
paragraph 3.1 and continue, at Company's cost, Employee's (and his qualified
beneficiaries') coverages under Company's group health plan(s), for the greater
of (x) the balance of such Term or (y) one year.
6.4 Certain Additional Payments by Company. Notwithstanding anything to
the contrary in this Agreement, in the event that any payment or distribution by
Company or any affiliate of Company to or for the benefit of Employee, whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended, or any
interest or penalties with respect to such excise tax (such excise tax, together
with any such interest or penalties, are hereinafter collectively referred to as
the "Excise Tax"), Company shall pay to Employee an additional payment (a
"Gross-up Payment") in an amount such that after payment by Employee of all
taxes (including any interest or penalties imposed with respect to such taxes),
including any Excise Tax imposed on any Gross-up Payment, Employee retains an
amount of the Gross-up Payment equal to the Excise Tax imposed upon the
Payments. Company and Employee shall make an initial determination as to whether
a Gross-up Payment is required and the amount of any such
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Gross-up Payment. Employee shall notify Company immediately in writing of any
claim by the Internal Revenue Service which, if successful, would require
Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if
any, initially determined by Company and Employee) promptly and in any event
within 15 days of the receipt of such claim. Company shall notify Employee in
writing at least five days prior to the due date of any response required with
respect to such claim if it plans to contest the claim. If Company decides to
contest such claim, Employee shall cooperate fully with Company in such action;
provided, however, Company shall bear and pay directly or indirectly all costs
and expenses (including additional interest and penalties) incurred in
connection with such action and shall indemnify and hold Employee harmless, on
an after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of Company's action. If, as
a result of Company's action with respect to a claim, Employee receives a refund
of any amount paid by Company with respect to such claim, Employee shall
promptly pay such refund to Company. If Company fails to timely notify Employee
whether it will contest such claim or Company determines not to contest such
claim, then Company shall immediately pay to Employee the portion of such claim,
if any, which it has not previously paid to Employee.
6.5 No Duty to Mitigate Losses. Employee shall have no duty to find new
employment following the termination of his employment under circumstances which
require Company to pay any amount to Employee pursuant to this Article. Any
salary or remuneration received by Employee from a third party for the providing
of personal services (whether by employment or by functioning as an independent
contractor) following the termination of his employment under circumstances
pursuant to which paragraphs 6.1, 6.2, 6.3, or 6.4 apply shall not reduce
Company's obligation to make a payment to Employee (or the amount of such
payment) pursuant to the terms of any such paragraph.
6.6 Liquidated Damages. In light of the difficulties in estimating the
damages for an early termination of this Agreement, Company and Employee hereby
agree that the payments, if any, to be received by Employee pursuant to
paragraphs 6.2, 6.3, and/or 6.4 shall be received by Employee as liquidated
damages.
ARTICLE 7: MISCELLANEOUS.
7.1 Notices. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered, when transmitted by telecopier
(on the date of confirmation of receipt), on the next business day when
delivered by a recognized national overnight courier service or on the fourth
business day after the date mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
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If to Company, to: Spinnaker Exploration Company, L.L.C.
00000 Xxxxxx'x Xxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Chairman of the Board
Telecopier: 000-000-0000
If to Employee, to: Xx. Xxxxx X. Xxxxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt.
7.2 Applicable Law. This Agreement is entered into under, and shall be
governed for all purposes by, the laws of the State of Texas.
7.3 No Waiver. No failure by either party hereto at any time to give
notice of any breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
7.4 Severability. If a court of competent jurisdiction determines that any
provision of this Agreement is invalid or unenforceable, then the invalidity or
unenforceability of that provision shall not affect the validity or
enforceability of any other provision of this Agreement, and all other
provisions shall remain in full force and effect.
7.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.
7.6 Withholding of Taxes and Other Employee Deductions. Company may
withhold from any benefits and payments made pursuant to this Agreement all
federal, state, city and other taxes as may be required pursuant to any law or
governmental regulation or ruling and all other normal employee deductions made
with respect to Company's employees generally.
7.7 Headings. The paragraph headings have been inserted for purposes of
convenience and shall not be used for interpretive purposes.
7.8 Gender and Plurals. Wherever the context so requires, the masculine
gender includes the feminine or neuter, and the singular number includes the
plural and conversely.
7.9 Subsidiary. As used in this Agreement, the term "subsidiary" shall
mean any entity which is owned or controlled by Company.
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7.10 Cooperation by Employee. Employee shall cooperate with Company by
furnishing any and all information requested by Company, taking such physical
examinations as Company may deem necessary, and taking such other relevant
action as may be requested by Company in order to facilitate Company's
acquisition and maintenance of a life insurance policy or policies on the life
of Employee.
7.11 Assignment. This Agreement shall be binding upon and inure to the
benefit of Company and any successor of Company, by merger or otherwise. Company
will require any such successor, by agreement in form and substance reasonably
acceptable to Employee, to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that Company would be required to
perform it if no such succession had taken place. Except as provided in the
preceding sentence, this Agreement, and the rights and obligations of the
parties hereunder, are personal and neither this Agreement, nor any right,
benefit, or obligation of either party hereto, shall be subject to voluntary or
involuntary assignment, alienation or transfer, whether by operation of law or
otherwise, without the prior written consent of the other party.
7.12 Survival. Termination of this Agreement shall not affect any right or
obligation of any party which is accrued or vested prior to such termination.
Without limiting the scope of the preceding sentence, the provisions of Articles
4 and 5 shall survive any termination of this Agreement.
7.13 Entire Agreement. This Agreement constitutes the entire agreement of
parties with regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties and agreements between the
parties with respect to employment of Employee by Company. Each party to this
Agreement acknowledges that no representation, inducement, promise or agreement,
oral or written, has been made by either party, or by anyone acting on behalf of
either party, which is not embodied herein, and that no agreement, statement, or
promise relating to the employment of Employee by Company, which is not
contained in this Agreement, shall be valid or binding. Any modification of this
Agreement will be effective only if it is in writing and signed by the party to
be charged.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
20th day of December, 1996, to be effective as of the Effective Date.
SPINNAKER EXPLORATION COMPANY, L.L.C.
/s/ XXXXX X. XXXXXX
By: _______________________________
Xxxxx X. Xxxxxx
Name: _____________________________
President
Title: ____________________________
"COMPANY"
/s/ XXXXX X. XXXXXXXXX
________________________________
Xxxxx X. Xxxxxxxxx
"EMPLOYEE"
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ASSIGNMENT, ASSUMPTION AND
AMENDMENT OF EMPLOYMENT AGREEMENT
(XXXXX X. XXXXXXXXX)
Assignment, Assumption and Amendment of Employment Agreement (the
"Agreement") effective as of January 6, 1998, by and between Spinnaker
Exploration Company, L.L.C., a Delaware limited liability company ("Spinnaker
L.L.C."), Spinco Exploration Corp., a Delaware corporation (the "Company"), and
Xxxxx X. Xxxxxxxxx ("Employee").
WHEREAS, Spinnaker L.L.C. and Employee have entered into an Employment
Agreement effective as of December 20, 1996 (the "Employment Agreement"); and
WHEREAS, the Company has been created as a holding company which owns
directly or indirectly the common ownership interests in Spinnaker L.L.C.; and
WHEREAS, effective as of January 6, 1998 Employee shall transfer employment
from Spinnaker L.L.C. to the Company; and
WHEREAS, the parties to this Agreement desire to have the Employment
Agreement assigned by Spinnaker L.L.C. to the Company and for the Company to
assume the Employment Agreement; and
WHEREAS, the parties to this Agreement desire to amend the Employment
Agreement in connection with such assignment and assumption;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT. Spinnaker L.L.C. hereby assigns, transfers and conveys
unto the Company all of the interest of Spinnaker L.L.C. in the Employment
Agreement.
2. ASSUMPTION. The Company hereby assumes and agrees to pay, perform and
discharge when due in accordance with its terms all liabilities of Spinnaker
L.L.C. arising under the Employment Agreement.
3. AMENDMENT. From and after the effective date of this Agreement:
(a) Reference in the Employment Agreement to Spinnaker L.L.C. shall be
deemed to be reference to the Company.
(b) Reference in the Employment Agreement to the Purchase Agreement shall
be deemed to be reference to the Contribution Agreement, dated as of January 6,
1998, among Warburg, Xxxxxx Ventures, L.P., Seismic Energy Holdings, Inc., Xxxxx
X. Xxxxxx, Xxxxx X.
Xxxxxxxxx, and any other person or entity executing said agreement as an
investor to, as the same may be amended from time to time (the
"Contribution Agreement").
(c) Reference in the Employment Agreement to the L.L.C. Agreement shall
be deemed to be reference to the Stockholders Agreement of the Company,
dated as of January 6, 1998, among Warburg, Xxxxxx Ventures, L.P., Seismic
Energy Holdings, Inc., Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxx, and any other
person or entity executing said agreement as a Party, as the same may be
amended from time to time.
(d) Reference in the Employment Agreement to the Agreement among the
Company, XXXX, and Petroleum Geo-Services ASA shall be deemed to be
reference to the PGS Agreement as defined in the Contribution Agreement.
4. APPLICABLE LAW. This Agreement is entered into under, and shall be
governed for all purposes by, the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
6th day of January, 1998.
Spinnaker Exploration Company, L.L.C.
/s/ XXXXX X. XXXXXX
By: ____________________________________
Xxxxx X. Xxxxxx
Name: __________________________________
President
Title: _________________________________
Spinco Exploration Corp.
/s/ XXXXX X. XXXXXX
By: ____________________________________
Xxxxx X. Xxxxxx
Name: __________________________________
President
Title: _________________________________
/s/ XXXXX X. XXXXXXXXX
________________________________________
Xxxxx X. Xxxxxxxxx "Employee"
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AMENDMENT TO EMPLOYMENT AGREEMENT
(XXXXX X. XXXXXXXXX)
This Amendment to Employment Agreement ("Agreement") is entered into
between Spinnaker Exploration Company, a Delaware corporation having offices at
0000 Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 ("Company"), and Xxxxx X. Xxxxxxxxx,
an individual currently residing at 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxx 00000
("Employee"), to be effective as of September 27, 1999.
WITNESSETH:
WHEREAS, Spinnaker Exploration Company, L.L.C. and Employee entered into
that certain Employment Agreement, dated December 20, 1996; and
WHEREAS, Company and Employee entered into an Assignment, Assumption and
Amendment of Employment Agreement dated as of January 6, 1998 whereby Company
assumed the Employment Agreement as amended (the "Employment Agreement"); and
WHEREAS, Company and Employee desire to further amend the Employment
Agreement on the terms and conditions provided for herein.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants,
and obligations contained herein, Employer and Employee agree as follows:
ARTICLE I
DEFINED TERMS
SECTION 1.1 DEFINED TERMS. Except as otherwise provided herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them in the Employment Agreement.
ARTICLE II
AMENDMENT
SECTION 2.1 AMENDMENT. Paragraphs (ii), (v) and (vi) of Section 2.3 of
the Employment Agreement shall be and are hereby deleted in their entirety.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 EXTENT OF AMENDMENTS AND REFERENCES. Except as otherwise
expressly provided herein, the Employment Agreement is not amended, modified or
affected by this Amendment. Except as expressly set forth herein, all of the
terms, conditions and all other provisions of the Employment Agreement are
herein ratified and confirmed and shall remain in full
force and effect. From and after the effectiveness of this Amendment, the terms
"this Agreement", "hereof", "herein", "hereunder" and terms of like import, when
used herein or in the Employment Agreement shall, except where the context
otherwise requires, refer to the Employment Agreement, as amended by this
Amendment.
SECTION 3.2 ENTIRE AGREEMENT. The Employment Agreement as amended by this
Amendment contains the entire agreement of the parties concerning the subject
matter hereof. In the event of irreconcilable conflict between this Amendment
and the other documents contemplated hereby, the provisions of this Amendment
shall control.
SECTION 3.3 HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given and substantive effect.
SECTION 3.4 COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date first set forth above.
SPINNAKER EXPLORATION COMPANY
/s/ XXXXX X. XXXXXX
By: ____________________________________
Xxxxx X. Xxxxxx
President and Chief Executive
Officer
/s/ XXXXX X. XXXXXXXXX
________________________________________
Xxxxx X. Xxxxxxxxx
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