1
Exhibit 10.25
____________, 1995
TO: _______________
RE: Change in Control Severance Payment
Dear _________:
This letter has two primary purposes. The first is to evidence your
receipt of $_________ (the "Estimated Payment") from Maxus. The second is to
set forth your and Maxus' understanding and agreement with respect to such
payment.
1. The Estimated Payment represents an initial estimate of the
lump sum "Severance Payment" you are due pursuant to paragraph
5(a)(i) of the Change in Control Agreement (the "Agreement")
dated _____________ between you and Maxus.
2. You have not designated the "Employee Benefits" (as defined in
the Agreement) you want to receive pursuant to the Agreement.
However, you acknowledge and agree that to the extent the
receipt of any Employee Benefits constitutes "parachute
payments" (as defined in Section 280G of the Internal Revenue
Code of 1986, as amended ("Section 280G")) you will not be
entitled to receive any such Employee Benefits that would
cause the "present value" (as determined under Section 280G)
of all parachute payments made to you by Xxxxx to exceed 299%
of your "base amount" (as defined in Section 280G).
3. If and to the extent the Estimated Payment is
(a) less than the present value of the sum of your
aggregate "Base Pay" and aggregate "Incentive Pay"
calculated in the manner prescribed in paragraph
5(a)(i) (the "Gross Severance Amount") and
(b) the total of the Estimated Payment, the present value
of any Employee Benefits you elect to receive that
constitute parachute payments, and the present value
of any other parachute payments you receive from
Maxus also is less than 299% of your base amount,
Xxxxx agrees to pay you the difference between the Estimated
Payment and the Gross Severance Amount, but in no event will
such
2
Severance Payment
_________, 1995
Page 2
payment exceed an amount that when added to all other
parachute payments received by you would cause you to receive
parachute payments in excess of 299% of your base amount.
4. Nothing in this letter, the Agreement or any other agreement
or understanding between you and Maxus is intended to and
shall not be construed to obligate Maxus to pay you any
parachute payment that when added to all other parachute
payments received by you would cause you to receive parachute
payments in excess of 299% of your base amount. In this
connection,
(a) all parachute payments made by Maxus to you are
subject to an automatic reduction if and to the
extent they would cause you to receive total
parachute payments in excess of 299% of your base
amount, and
(b) you specifically agree to reimburse Maxus promptly if
and to the extent it makes any payment to you which
would cause you to receive total parachute payments
in excess of 299% of your base amount.
5. Nothing in this letter is intended to and shall not be
construed to alter your obligation to reimburse Maxus for a
portion of the Severance Payment to which you are otherwise
entitled as set forth in that certain letter agreement dated
____________ if you terminate your employment with Maxus prior
to ___________ without Maxus' prior consent.
Please acknowledge receipt of the Estimated Payment and your agreement
to the foregoing by signing and returning one copy of this letter.
MAXUS ENERGY CORPORATION
--------------------------
I ACKNOWLEDGE RECEIPT OF THE
ESTIMATED PAYMENT AND AGREE
TO THE TERMS OF THIS LETTER
---------------------------------
[Executive]
[Date]
