Exhibit 10.12
EMPLOYMENT AGREEMENT
This Employment AGREEMENT ("Agreement") is made by and between
EDGE PETROLEUM CORPORATION, a Delaware corporation ("Company"), and XXXX X.
XXXXX ("Executive").
WITNESSETH:
WHEREAS, Company is desirous of employing Executive in an
executive capacity on the terms and conditions, and for the consideration
hereinafter set forth and Executive is desirous of being employed by Company on
such terms and conditions and for such consideration;
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and obligations contained herein, Company and Executives agree as
follows:
ARTICLE 1
EMPLOYMENT AND DUTIES
1.1 EMPLOYMENT: EFFECTIVE DATE. Company agrees to employ Executive and
Executive agrees to be employed by Company, beginning as of the
Beginning Date (as hereinafter defined) and continuing for the period of
time set forth in Article 2, Paragraph 2.1 of this Agreement, subject to
the terms and conditions of this Agreement. For purposes of this
Agreement, the "Effective Date" shall be the first date that the
Executive reports for work at the offices of the Company, but no later
than November 16, 1998.
1.2 POSITIONS. Effective as of the Effective Date, Company shall cause
Executive to be appointed Chairman and Chief Executive officer of
Company and to be elected a member of the Board of Directors of Company
(the "Board of Directors"). Company shall maintain Executive in such
position, or in such other positions as the parties mutually may agree,
for the full term of Executive's employment hereunder.
1.3 DUTIES AND ADVICE. Executive agrees to serve in the positions referred
to in paragraph 1.2 and to perform diligently and to the best of his
abilities the duties and services 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. Executive's
employment shall also
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be subject to the policies maintained and established by Company, as
the same may be amended from time to time.
1.4 OTHER INTERESTS. Executive agrees during the period of his employment
by Company to devote his primary business time, energy and best efforts
to the business and affairs of Company and its affiliates and not to
engage, directly or indirectly, in any other business or businesses
whether or not similar to that of Company, except with the consent of
the Board of Directors. The foregoing notwithstanding, the parties
recognize and agree that Executive may engage in passive personal
investments and other civic, charitable and business activities that do
not conflict with the business and affairs of Company or interfere with
Executive's performance of his duties hereunder without the necessity of
obtaining the consent of the Board of Directors.
1.5 DUTY OF LOYALTY. Executive acknowledges and agrees that Executive owes
a fiduciary duty of loyalty, fidelity and allegiance to act at all times
in the best interest of Company. In keeping with these duties,
Executive shall make full disclosure to Company of all business
opportunities pertaining to Company's business and shall not appropriate
for Executive'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 termination pursuant to other provisions hereof,
Company agrees to employ Executive beginning on Monday, November 16,
1998 and extending for a three-year period beginning January 1, 1999
(the "Term of Employment"). Beginning with the first anniversary of the
Effective Date, said term of employment shall be extended automatically
for an additional successive one-year period as of each anniversary of
the Effective Date that occurs while this Agreement is in effect;
provided, however, that if, at any time prior to any such anniversary
date of the Effective Date, either party shall give written notice to
the other that no such automatic extensions shall occur, the Executive's
employment shall terminate on the last day of the two-year period
beginning on the anniversary date of the Effective Date that next occurs
after such notice is given.
2.2 COMPANY'S RIGHT TO TERMINATE. Notwithstanding the provisions of
paragraph 2.1, the Company shall have the right to terminate Executive's
employment under the Agreement at any time for the following reasons:
(i) upon Executive's death;
(ii) upon Executive's becoming incapacitated by accident, sickness or
other circumstances which renders him mentally or physically
incapable of performing the
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duties and services required of him hereunder on a full-time
basis with reasonable accommodations for a period of at least
120 consecutive days or for a period of 180 business days
during any twelve-month period;
(iii) for cause, which for purposes of this Agreement shall mean
Executive's gross negligence, gross neglect or willful misconduct
in the performance of the duties required of him hereunder or
Executive's final conviction of a felony or if a misdemeanor
involving moral turpitude, excluding misdemeanor convictions
relating to the operation of a motor vehicle;
(iv) for Executive's material breach of any material provisions of
this Agreement which, if correctable, remains uncorrected for 30
days following written notice to Executive by Company of such
breach; or
(v) for any reason whatsoever, in the sole discretion of the Board of
Directors.
2.3 EXECUTIVE'S RIGHT TO TERMINATE. Notwithstanding the provisions of
paragraph 2.1, Executive shall have the right to terminate his
employment under this Agreement at any time for any of the following
reasons:
(i) for (A) Company's material breach of any material provision of
this agreement, (B) Company's assignment to Executive of duties
and responsibilities that are materially inconsistent with the
positions referred to in Article 1, paragraph 1.2, (C) Company's
failure to appoint or elect or reappoint or re-elect Executive to
the positions referred to in Article 1, paragraph 1.2, (D) a
change in the location of Executive's principal place of
employment by the Company by more than 50 miles from the location
where he was principally employed immediately prior to such
change; provided, however, that prior to Executive's termination
of employment under (A), (B) or (C) of this paragraph 2.3(i),
Executive must give written notice to Company of any such breach,
assignment or failure and such breach, assignment or failure must
remain uncorrected for 30 days following such written notice; or
(ii) for any other reason, in the sole discretion of Executive;
2.4 NOTICE OF TERMINATION. If Company or Executive desires to terminate
Executive's employment hereunder at any time prior to expiration of the
term of employment as provided in paragraph 2.1, it or he shall do so by
giving written notice to the other party that it or he has elected to
terminate Executive's employment hereunder and stating the effective
date and reason for such termination, provided that no such action shall
alter or amend any provisions hereof or rights arising hereunder,
including, without limitation, the provisions of Article 4 hereof. Such
notice shall also, to the extent material to any right or obligation
hereunder
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constitute notice under paragraph 2.1 of the discontinuance of any
further automatic extensions of the term of paragraph 2.1.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1 BASE SALARY. During the period of this Agreement, Executive shall
receive a minimum base salary of $350,000. The Compensation Committee
of the Board of Directors (the "Compensation Committee") shall review
Executive's base salary at the end of the initial three-year term and on
an annual basis thereafter, and shall make a recommendation to the Board
of Directors regarding possible increases in the Executive's annual base
salary, and the Board of Director's, in its sole discretion, may
increase but not decrease the Executive's annual base salary.
Executive's annual base salary shall be paid in equal installments in
accordance with the Company's standard policy regarding payment of
compensation to executives but no less frequently than monthly.
3.2 ANNUAL BONUSES. For the 1999 performance year, no bonus will be
considered for Executive. In subsequent years ending during the period
of this Agreement, Executive shall be eligible to receive an annual
bonus under the Edge Petroleum Corporation Executive Incentive Plan (or
any successor thereto) as established from time to time by the
Compensation Committee based on an Incentive Target of 50% of
Executive's annual base salary, with a Maximum Incentive of 100% of
Executive's annual base salary. A combination of specific objective and
subjective performance criteria shall be established mutually between
the Compensation Committee and Executive on an annual basis.
3.3 INITIAL STOCK OPTION. On January 4, 1999, Company shall grant to
Executive an option (the "Initial Option") to purchase 200,000 shares of
Company's common stock ("Common Stock"). Such Initial Options will be
issued outside of the Company's 1997 Incentive Plan. The purchase price
for each share of stock subject to the Initial Option shall be equal to
the Fair Market Value (the mean of the highest and lowest sales price
per share of the Common Stock on the applicable date) of a share of
Common Stock as of January 4, 1999. The Initial Stock Option shall
(i) be a nonqualified stock option, (ii) have a ten-year term,
(iii) become exercisable cumulatively in 33 1/3% increments beginning
January 1, 1999 and at each of January 1, 2000 and January 1, 2001.
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3.4 SUBSEQUENT STOCK OPTIONS. Subject to the discretion of the Board of
Directors, Company shall grant to Executive the option to purchase a
number of shares of stock pursuant to the Company's 1997 Incentive Plan
or, at the election of the Compensation Committee, out of other
appropriate Company stock outside of the 1997 Incentive Plan, in
accordance with the following schedule:
January 1, 2000 50,000 shares
January 1, 2001 50,000 shares
January 1, 2002 50,000 shares
January 1, 2003 50,000 shares
January 1, 2004 50,000 shares
The purchase price for each share of Common Stock subject to each
subsequent option shall be equal to the Fair Market Value of a share of
stock as of the date of grant of such subsequent option. Subject to the
terms of the 1997 Incentive Plan and the agreement to be executed by
Company and Executive evidencing each subsequent option, each subsequent
option shall (i) be a nonqualified stock option (ii) have a ten-year
term, and (iii) become exercisable 100% on the second anniversary of the
date of grant of such subsequent option.
3.5 LIFE INSURANCE. Company will provide, or cause to be provided, to
Executive, at no cost to Executive, $1,000,000 of term life insurance
coverage payable to a beneficiary to be designated in writing by
Executive, together with a tax gross-up payment in the amount necessary
to offset any applicable taxes imposed on Executive by reason of such
coverage and such tax gross-up payment. Notwithstanding the foregoing,
however, if Executive fails to qualify medically for such insurance
coverage at standard rates for his age group, Company shall not be
required to provide such coverage unless Executive pays the cost of such
coverage that is in excess of the standard rate cost. Such insurance,
including replacement or substitute policies therefor, shall be
maintained for the same period as Executive's compensation hereunder is
continued pursuant to Article 7 hereof.
3.6 OTHER PERQUISITES. During his Term of Employment, Executive shall be
afforded the following benefits as incidences of his employment:
(i) BUSINESS AND ENTERTAINMENT EXPENSES. Subject to Company's
standard policies and procedures with respect to expense
reimbursement as applied to its executive employees generally,
Company shall reimburse Executive for, or pay on behalf of
Executive, reasonable and appropriate expenses incurred by
Executive for business-related purposes, including dues and fees
to industry and professional organizations and cost of
entertainment and business development.
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(ii) CLUB EXPENSES. In addition to other business and entertainment
expenses reimbursable pursuant to subparagraph 3.6(i) above,
Company shall pay all membership fees, dues and assessment for a
club if the Executive is requested to join a club. The foregoing
notwithstanding, Company shall not be obligated to buy from
Executive, or to reimburse Executive for the price of, his
membership in any club of which Executive is a member prior to
the Effective Date.
(iii) ANNUAL PHYSICAL EXAMINATION. Company shall pay for the cost of
an annual physical examination to be conducted by a doctor or
clinic of Executive's choosing in Houston, Texas.
(iv) PARKING. Company shall provide at no expense to Executive a
parking place convenient to Executive's office.
(v) VACATION. During each year of his employment, Executive shall be
entitled to five weeks of paid vacation in accordance with
Company vacation policy.
(vi) SUPPORT STAFF. The Executive shall be entitled to secretarial
and/or other assistance to the extent needed to fulfill his
corporate responsibilities.
(vii) BENEFIT PLAN. Executive shall be allowed to participate in all
employee benefit plans.
(viii) OTHER COMPANY BENEFITS. Executive and, to the extent applicable,
Executive's spouse, dependents and beneficiaries, shall be
allowed to participate in all benefits, plans and programs,
including improvements or modifications of the same, which are
now, or may hereafter be, available to other executive employees
of Company. Such benefits, plans and programs shall include,
without limitation, any profit sharing plan, thrift plan,
employee stock ownership plan, health insurance or health care
plan, life insurance, disability insurance, pension plan,
supplemental retirement plan, vacation and sick leave plan, and
the like which may be maintained by Company. Company shall not,
however, by reason of this subparagraph be obligated to
institute, maintain, or refrain from changing, amending, or
discontinuing, any such benefit plan or program, so long as such
changes are similarly applicable to executive employees
generally.
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ARTICLE 4
PROTECTION OF INFORMATION
4.1 DISCLOSURE TO EXECUTIVE. Company shall disclose to Executive, or place
Executive in a position to have access to or develop, trade secrets or
confidential information of Company or its affiliates; and/or shall
entrust Executive with business opportunities of Company or its
affiliates; and/or shall place Executive in a position to develop
business goodwill on behalf of Company or its affiliates.
4.2 DISCLOSURE TO AND PROPERTY OF COMPANY. All information, ideas,
concepts, improvements, discoveries, and inventions, whether patentable
or not, which are conceived, made, developed, or acquired by Executive,
individually or in conjunction with others, during Executive's
employment by Company (whether during business hours or otherwise and
whether on Company's premises or otherwise) which relate to Company's
business, products, or services (including, without limitation, all such
information relating to corporate opportunities, research, financial and
sales data, pricing terms, evaluations, opinions, interpretations,
acquisitions and prospects, the identity of customers or their
requirements, the identity of key contacts within the customer
organizations or within the organization of acquisition prospects, or
marketing and merchandising techniques, prospective names, and markets)
shall be disclosed to Company and are and shall be the sole and
exclusive property of Company. Moreover, all documents, drawings,
memoranda, notes, records, files, correspondence, manuals, models,
specification computer programs, E-mail, voice mail, electronic
databases, maps, and all other writings or materials of any type
embodying any such information, ideas, concepts, improvements,
discoveries, and innovations are and shall be the sole and exclusive
property of Company. Upon termination of Executive's employment by
Company, for any reason, Executive promptly shall deliver the same, and
all copies thereof, to Company.
4.3 NO UNAUTHORIZED USE OR DISCLOSURE. Executive will not, at any time
during or after Executive's employment by Company, make any unauthorized
disclosure of any confidential business information or trade secrets of
Company or its affiliates, or make any use thereof except in the
carrying out of its Executive employment responsibilities hereunder.
Affiliates of the Company shall be third party beneficiaries of
Executive's obligations under this paragraph. As a result of
Executive's employment by Company, Executive may also from time to time
have access to, or knowledge of, confidential business information or
trade secrets of third parties, such as customers, suppliers, partners,
joint venturers, and the like, of Company and its affiliates. Executive
also agrees to preserve and protect the confidential information and
trade secrets to the same extent, and on the same basis, as Company's
confidential business information and trade secrets.
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4.4 OWNERSHIP BY COMPANY. If during Executive's employment by Company,
Executive creates any work of authorship fixed in any tangible media of
expression which is the subject matter of copyright (such as videotapes,
written presentations, or acquisitions, computer programs, E-mail, voice
mail, electronic databases, drawing maps, architectural renditions,
models, manuals, brochures, or the like) relating to Company's business,
products, or services, whether such work is created solely by Executive
or jointly with others (whether during business hours or otherwise and
whether on Company's premises or otherwise), Company shall be deemed the
author of such work. If the work is prepared by Executive in the scope
of Executive's employment but is specially ordered by Company as a
contribution to a collective work, as a part of a motion picture or
other audiovisual work, as a translation, as a supplementary work, as a
compilation, or as an instructional text, then the work shall be
considered to be work made for hire and Company shall be the author of
the work. If such work related in any way to the business of Company
but is neither prepared by Executive within the scope of Executive's
employment nor is work especially ordered that is deemed to be a work
for hire, then Executive hereto agrees to assign, and by these presents
does assign, to Company all of Executive's worldwide right, title, and
interest in and to such work and all rights of copyright therein.
4.5 ASSISTANCE OF EXECUTIVE. Both during the period of Executive's
employment by Company and thereafter, Executive shall assist Company and
its nominee, at any time, in the protection of Company's worldwide
right, title, and interest in and to information, ideas, concepts,
improvements, discoveries, and inventions and its copyrighted works,
including without limitation, the execution of all formal assignment
documents requested by Company or its nominee and the execution of all
lawful oaths and applications for patents and registration of copyright
in the United States and foreign countries.
4.6 REMEDIES. Executive acknowledges that money damages would not be
sufficient remedy for any breach of this Article by Executive, and
company shall be entitled to enforce the provisions of this Article by
termination of payments then owing to Executive under this Agreement
and/or to specific performance and injunctive relief as remedies for
such breach or any threatened breach; provided, however, that payments
then owing to Executive may not be terminated unless the Board of
Directors determines that such breach by Executive has directly resulted
or could reasonably be expected to result in a material adverse economic
impact on the Company's business. 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 Executive and his agents involved
in such breach and remedies available to Company pursuant to this and
other agreements with Executive.
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ARTICLE 5
NONCOMPETITION OBLIGATIONS
5.1 IN GENERAL. As part of the consideration for the compensation and
benefits to be paid to Executive hereunder, to protect the trade secrets
and confidential information of Company and its affiliates that have
been and will be disclosed or entrusted to Executive, the business
goodwill of Company and its affiliates that has been and will in the
future be developed by Executive, or the business opportunities that
have been and will in the future be disclosed or entrusted to Executive
by Company and its affiliates and as an additional incentive for Company
to enter into this Agreement, Company and Executive agree to the
noncompetition obligations hereunder. Executive shall not, directly or
indirectly, for Executive or for others, in any geographic area or
market (other than the Company's home office) where Company or any of
its affiliates are conducting any business (or is active in pursuing a
geologic trend) or have during the previous twelve months conducted such
business or actively pursued a geologic trend:
(i) engage in any business that is directly competitive with the
business conducted by Company;
(ii) render advice or services to, or otherwise assist, any other
person, association, or entity who is engaged, directly or
indirectly, in any business competition with the business
conducted by Company with respect to such competitive business;
or
(iii) induce any employee of Company or any of its affiliates to
terminate his or her employment with Company or such affiliates,
or hire or assist in the hiring of any such employee by any
person, association, or entity not affiliated with Company.
These noncompetition obligations shall apply during the period that
Executive is employed by Company and during any period after Executive's
termination of Employment when the Company is providing Executive with
Termination Benefits pursuant to Article 7. Notwithstanding the
preceding sentence, these noncompetition obligations shall not apply
after Executive's termination of employment by Company by reason of
paragraph 2.2(v).
5.2 ENFORCEMENT AND REMEDIES. Executive acknowledges that money damages
would not be sufficient remedy for any breach of this Article by
Executive, and Company shall be entitled to enforce the provisions of
this Article by terminating any payments then owing to Executive under
this Agreement and/or to specific performance and injunctive relief as
remedies for such breach or any threatened breach, provided, however,
that payments then owing to Executive may not be terminated unless the
Board of Directors determines that such breach by Executive has directly
resulted or could reasonably be expected to result in a
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material adverse economic impact on the Company business. 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 without limitation, the
recovery of damages from Executive and Executive's agents involved in
such breach and remedies available to Company pursuant to this and
other agreements with Executive.
5.3 REFORMATION. It is expressly understood and agreed that Company and
Executive consider the restrictions contained in this Article to be
reasonable and necessary to protect the proprietary information of
Company. Nevertheless, if any of the aforesaid restrictions are found
by a court having jurisdiction to be unreasonable, or overly broad as to
geographic area or time, or otherwise unenforceable, the parties intend
for the restrictions therein set forth to be modified by such court so
as to be reasonable and enforceable and, as so modified by the court, to
be fully enforced.
ARTICLE 6
STATEMENTS CONCERNING COMPANY
6.1 IN GENERAL. Executive shall refrain, both during the employment
relationship and after the employment relationship terminates, from
publishing any oral or written statements about Company, any of its
affiliates, or any of such entities, officers, employees, agents or
representatives that are slanderous, libelous, or defamatory; or that
disclose private or confidential information about Company, any of its
affiliates, or on such entities' business affairs, officers, employees,
agents or representatives; or that constitute an intrusion into the
seclusion or private lives of any of such entities' officers, employees,
agents or representatives; or that give rise to unreasonable adverse
publicity about the private lives of any of such entities' officers,
employees, agents, or representatives or that place Company, any of its
affiliates, or any of such entities' officers, employees, agents, or
representatives in a false light before the public; or that constitute a
misappropriation of the name or likeness of Company, any of its
affiliates, or any such entities' officers, employees, agents, or
representatives, except where any of such actions are disclosures
required by operation of law or judicial process. A violation or
threatened violation of this prohibition may be enjoined by the courts.
The rights afforded Company and its affiliates under this provision are
in addition to any and all rights and remedies otherwise afforded by
law.
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ARTICLE 7
EFFECT OF TERMINATION ON COMPENSATION
7.1 BY EXPIRATION. If Executive's employment hereunder shall terminate upon
expiration of the Term of Employment provided in paragraph 2.1 hereof,
then all compensation and all benefits to Executive hereunder shall
terminate contemporaneously with termination of his employment.
7.2 BY COMPANY. If Executive's employment hereunder shall be terminated by
Company prior to expiration of the Term of Employment provided in
paragraph 2.1, then, upon such termination, regardless of the reason
therefor, all compensation and benefits to Executive hereunder shall
terminate contemporaneously with the termination of such employment;
provided, however, that if such termination shall be for any reason
other than those encompassed by paragraphs 2.2(iii) or (iv), then
Company shall provide Executive with the Termination Benefits. For the
purpose of this Agreement, the term "Termination Benefits" shall mean
the following: (i) Company shall continue to pay to Executive his base
salary then in effect pursuant to paragraph 3.1 for the unexpired
portion of the term set forth in paragraph 2.1; (ii) all outstanding
stock options granted by Company to Executive shall become immediately
exercisable in full upon Executive's termination of employment and for a
period of twelve months thereafter (but in no event shall any such stock
option be exercisable after the expiration of the original term of such
stock option); (iii) within three months following the end of the year
in which Executive's termination of employment occurs. Company shall pay
to Executive a lump sum cash payment equal to the Executive's Incentive
Target (the "Target Bonus") amount prorated for the number of months in
the performance year of Executive's termination of employment that have
elapsed prior to termination (iv) the life insurance coverage and annual
tax gross-up pursuant to paragraph 3.5 shall continue to be provided to
Executive for the unexpired portion of the Term of Employment set forth
in paragraph 2.1, (v) within 10 business days after the date of
Executive's termination of employment, Company shall pay Executive a
lump sum cash payment equal to the amount credited to his accounts under
the Edge Petroleum Corporation Employees' Profit Sharing Plan and the
Employee Stock Ownership Plan, or any similar plans or programs that are
forfeitable in accordance with the terms of such plans and (vi) during
the period, if any (but in no event for more than 18 months after the
date of Executive's termination of employment), that Executive elects to
continue coverage for himself and any of his eligible dependents under
Company's group health plan pursuant to the continuation of coverage
provisions contained in Sections 601 et req. of the Employee Retirement
Income Security Act of 1974, as amended, Executive's premiums for such
coverage shall be no greater than that charged by Company generally to
its active executive employees for coverage under such plans. In the
event the Company does not fulfill its obligations under paragraph 1.1
to employ Executive and appoint him to the positions set
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forth in paragraph 1.2, the Executive shall be entitled to the Initial
Option and to Termination Benefits as if Executive's employment
terminated on the Effective Date.
7.3 BY EXECUTIVE. If Executive's employment hereunder shall be terminated
by Executive prior to expiration of the term provided in paragraph 2.1,
then, upon such termination, regardless of the reason thereof, all
compensation and benefits to Executive hereunder shall terminate
contemporaneously with the termination of such employment; provided,
however, that if such termination shall occur for the reason encompassed
by paragraph 2.3(i), then Company shall provide Executive with the
Termination Benefits.
7.4 NO DUTY TO MITIGATE. Executive shall have no duty to find new
employment following the termination of his employment under
circumstances which require Company to pay any amount to Executive
pursuant to this Article 7. Any salary or remuneration received by
Executive 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 this Article 7 apply shall not reduce company obligations to
make a payment to Executive (or the amount of such payment) pursuant to
this Article 7. Notwithstanding the preceding sentence, if, and to the
extent that, following the termination of his employment under
circumstances pursuant to which this Article 7 applies, Executive
becomes entitled to receive benefits from a third party that are
comparable to the Termination Benefits set forth in paragraph 7.2(iv)
and (vi), Company's obligation to provide such Termination Benefits to
Executive shall cease.
7.5 LIQUIDATED DAMAGES. In light of the difficulties in estimating the
damages for an early termination of this Agreement, company and
Executive hereby agree that the payments, if any, to be received by
Executive pursuant to this Article 7 shall be received by Executive as
liquidated damages.
7.6 INCENTIVE AND DEFERRED COMPENSATION. This Agreement governs the rights
and obligations of Executive and Company with respect to Executive's
base salary and certain perquisites of employment. Except as expressly
provided herein, Executive's rights and obligations both during the term
of his employment and thereafter with respect to stock options,
incentive and deferred compensation, life insurance policies insuring
the life of Executive, and other benefits under the plans and programs
maintained by Company shall be governed by the separate agreements,
plans and other documents and instruments governing such matters.
Without limiting the scope of the preceding sentence, Executive
acknowledges that he has no right to grants of stock options either
under the stock plans maintained by the Company or otherwise other than
(i) as provided in paragraphs 3.3 or 3.4 hereof or (ii) in the
discretion of the Compensation Committee or the Board of Directors.
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ARTICLE 8
MISCELLANEOUS
8.1 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 or when mailed
by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Company to: Edge Petroleum Corporation
Texaco Heritage Plaza
1111 Xxxxx, Suite 2100
Xxxxxxx, Xxxxx 00000
Telecommunications Number: (000) 000-0000
Attention: Corporate Secretary
If to Executive: Xxxx X. Xxxxx
0000 Xxxxxxx 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 or changes of
address shall be effective only upon receipt.
8.2 APPLICABLE LAW. This Agreement is entered into under, and shall be
governed for all purposes by, the laws of the State of Texas.
8.3 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 provisions 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.
8.4 SEVERABILITY. If a court of competent jurisdiction determines that any
provision of this Agreement is invalid or unenforceable, then the
invalidity or enforceability of the 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.
8.5 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.
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8.6 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 government regulation or ruling and all other normal employee
deductions made with respect to Company's employees generally.
8.7 HEADINGS. The paragraph headings have been inserted for purposes of
convenience and shall not be used for interpretive purposes.
8.8 GENDER AND PLURALS. Wherever the context so requires, the masculine
gender includes the feminine or neuter, and the singular number includes
the plural and converse.
8.9 AFFILIATE. As used in this Agreement, the term "affiliate" shall mean
any entity which owns or controls, is owned or controlled by, or is
under common ownership or control with, Company.
8.10 ASSIGNMENT. This agreement shall be binding upon and inure to the
benefit of Company and any successor of Company, by merger or otherwise.
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.
8.11 TERM. This Agreement has a term co-extensive with the term of
employment provided in paragraph 2.1. Termination shall not affect any
right or obligation of any party which is accrued or vested prior to
such terminations. Without limiting the scope of the preceding
sentences, the provisions of Articles 4, 5 and 6 shall survive any
termination of the employment relationship and/or of this Agreement.
8.12 ENTIRE AGREEMENT. Except as provided in (i) the written benefit plans
and programs and agreements referenced in Article 3 and (ii) any signed
written agreement contemporaneously or hereafter executed by Company and
Executive, including, without limitation, the Severance Agreement, this
Agreement constitutes the entire agreement of the 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 Executive by Company. Without limiting the
scope of the preceding sentence, all prior understandings and agreements
among the parties hereto relating to the subject matter hereof are
hereby null and void and of no further force and effect. Any
modification of this Agreement will be effective only if it is in
writing and signed by the party to be charged.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THE
16 DAY OF NOVEMBER, 1998 TO BE EFFECTIVE AS OF THE EFFECTIVE DATE.
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Edge Petroleum Corporation
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-------------------------------------
Title: Director and Chairman of the
Compensation Committee
Edge Petroleum Corporation
/s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx
"Executive"
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