Exhibit 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT shall be effective as of the 1st day of April,
1996, between XXXXX NATURAL GAS COMPANY, a West Virginia corporation and wholly
owned subsidiary of Petroleum Development Corporation (hereinafter called
"RNG"), XXXXXX X. XXXXX (hereinafter called "Xxxxx") and PETROLEUM DEVELOPMENT
CORPORATION, a Nevada corporation (hereinafter called "PDC") as Guarantor.
1. CONTRACT. RNG hereby employs and Xxxxx hereby accepts employment upon
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the terms and conditions hereinafter set forth.
2. TERM. The term of this Agreement shall be for four (4) years, ending
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on March 31, 2000. This agreement shall thereafter automatically renew for
additional one (1) year terms on April 1st of each year, provided that after the
initial 4-year term hereof, either party may terminate this agreement on six (6)
months notice to be given in the manner provided in Paragraph 9 hereof.
3. SERVICES TO BE RENDERED. Xxxxx is to be employed full-time as
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President of Xxxxx Natural Gas Company, a West Virginia corporation, and a
wholly-owned subsidiary of PDC, and shall additionally be employed, for the
compensation set forth in paragraph 4 hereinbelow, as Vice President, Gas
Marketing and Business Development of PDC.
Xxxxx'x responsibilities will be subject to the review of the Board of
Directors of RNG, but are anticipated to include, but not be limited to the
overall management of PDC's natural gas marketing activities, identification and
evaluation of potential acquisition opportunities and opportunities for PDC's
drilling programs, and such other duties and responsibilities as may be directed
by the Board of Directors to enhance the value of PDC.
Xxxxx shall, at all times perform his duties in consultation with and under
the supervision of the Board of Directors of RNG and PDC. Xxxxx agrees to use
his best efforts and business time and attention to the diligent, faithful and
loyal discharge of the functions and duties of his employment hereunder and to
the proper, efficient and successful operation of both PDC's and RNG's business
and will not engage in any other ventures or enterprises which will be a
substantial invasion upon such time, provided that Xxxxx may pursue his
activities for Krooked Kreek so long as such activities do not interfere with
his ongoing activities working for PDC or RNG. Xxxxx shall at all times comport
himself in such a manner that his conduct will not reasonably be expected to
substantially prejudice or injure the reputation of PDC or RNG in any way.
4. COMPENSATIONS AND BENEFITS. As compensation for Xxxxx'x services to be
rendered as set out herein, and in recognition of his expertise and experience
in the natural gas marketing business, RNG shall pay the following amounts:
(a) Salary. Xxxxx shall be paid a base annual salary of Seventy Thousand
and 00/100 Dollars ($70,000) per year, payable in twelve (12) equal monthly
installments.
(b) Guaranteed Bonus. Xxxxx shall be paid a guaranteed bonus of $40,000
annually on or before the anniversary date of this Agreement. This amount may,
at Xxxxx'x direction, be wholly or partially paid to Xxxxx X. Xxxxx pursuant to
a separate employment agreement between Xxxxx X. Xxxxx and RNG.
(c) Performance Bonus. Xxxxx may additionally be eligible for an annual
performance bonus based on his contribution to PDC, and the overall financial
success and status of PDC. The payment and amount of the performance bonus
shall be determined on an annual basis by PDC's Compensation Committee, subject
to the review and approval of the Board of Directors.
(d) Benefits. Xxxxx shall be entitled to all benefit programs offered to
other PDC employees, including without limitation health insurance, vacation and
sick leave and retirement programs. For the purpose of such benefit programs,
Xxxxx will be considered to have begun employment as of the initial date of his
employment with RNG, April 1, 1987.
5. RELATIONSHIP BETWEEN THE PARTIES. It is distinctly and particularly
understood and agreed between the parties hereto that Xxxxx shall perform this
contract as an employee and nothing contained shall be construed to be
inconsistent with this relationship or status.
6. AGREEMENT BINDING ALL ASSIGNS. This Agreement shall bind the parties,
their respective heirs, executors, administrators and assigns, but nothing
contained herein shall be construed as an authorization or right by any party to
assign their rights or obligations hereunder.
7. ARBITRATION. Any controversy or claim arising out of, or relating to
this Agreement, or its breach, shall be settled by arbitration in the State of
West Virginia in accordance with the then governing rules of the American
Arbitration Association. Judgement upon the award rendered may be entered and
enforced in any court of competent jurisdiction.
8. GUARANTEE BY PDC. To further induce Xxxxx to enter into this
Employment Agreement with RNG, PDC hereby guarantees performance of all duties
and obligations of RNG hereunder, waives notice of default. This guaranty is
made in accordance with a resolution of PDC's Board of Directors.
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9. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by registered or
certified mail, to the following addresses:
Xxxxx Natural Gas Company
P. O. Xxx 000
Xxxx Xxxxxxx, XX 00000
Xxxxxx X. Xxxxx
Xxxxx 0 Xxx 000
Xxxx Xxxxx, XX 00000
Petroleum Development Corporation
P. O. Xxx 00
Xxxxxxxxxx, XX 00000
10. MISCELLANEOUS.
(a) Entire Agreement. This writing constitutes the entire agreement
between the parties hereto and supersedes any prior understanding or agreements
among them respecting the subject matter. There are no extraneous
representations, arrangements, undertakings, or agreement, oral or written,
among the parties hereto, except those fully expressed herein.
(b) Amendments. No amendments, changes, alterations, modifications,
additions or qualifications to the terms of this Agreement shall be made or
binding unless made in writing and signed by all the parties hereto, except as
otherwise provided herein.
(c) Waiver. The failure of either party to enforce at any time any of the
provisions of this Agreement shall not be construed as a waiver of such
provisions or of the right of such party thereafter to enforce any such
provisions.
(d) Invalidity. The invalidity or unenforcability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respect as if such invalid or
unenforceable provision were omitted.
(e) Choice of Law. This Agreement shall be interpreted and construed in
accordance with the laws of the State of West Virginia.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date and year first above written.
EMPLOYER:
XXXXX NATURAL GAS COMPANY
a West Virginia corporation
By /s/ Xxxxxx X. Xxxxx
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Its President
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GUARANTOR:
PETROLEUM DEVELOPMENT CORPORATION
a Nevada corporation
By /s/ Xxxxx X. Xxxx
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Its CEO
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EMPLOYEE:
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
This instrument prepared by:
Xxxxxxx X. Xxxxxx, Esquire
YOUNG, MORGAN & XXXX, Attorneys at Law
Xxxxx Xxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxxx, Xxxx Xxxxxxxx 00000
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