Exhibit 10.82
XX XXXXX X. XXXXXXXX
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT
This Employment Agreement (this "Agreement") is made between TIPPERARY
CORPORATION, a Texas Corporation, with its principal place of business at 000
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (the "Company") and Xxxxx
X. Xxxxxxxx, residing at 0000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000
("Executive").
WHEREAS, the Executive and the Company desire and agree to formalize an
employment relationship between them by means of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is mutually covenanted and
agreed by and between the parties as follows:
1. EMPLOYMENT. The Company hereby employs the Executive and the Executive
hereby accepts employment in the positions of Chairman, President and Chief
Executive Officer.
2. BASIC COMPENSATION AND BENEFITS. For the services rendered by the Executive
to the Company, the Company shall pay the Executive a salary at the rate of
$210,000 per year to be paid to the Executive in equal installments in
accordance with the normal payroll policies of the Company (the "Basic
Compensation") or as otherwise shall be agreed upon from time to time by
the parties hereto. In addition, the Executive shall be entitled to any
benefits and permitted to participate in any benefit plans, including
without limitation any health care plans and paid vacation and sick leave,
that the Company provides to its executives generally.
3. BONUSES. In addition to the Basic Compensation, at the recommendation of
the Compensation Committee and approval by the Board of Directors of the
Company, the Executive may also receive additional compensation in the form
of bonuses ("Bonuses") at times and in amounts to be determined by the
Company's Compensation Committee based upon corporate and individual
performance.
4. AUTOMOBILE. The Company shall provide the Executive with the use of an
automobile of the Executive's choice, provided that the monthly lease
payment shall not exceed $1,000. The Company shall pay all reasonable
expenses of operation of the automobile, including insurance and
maintenance and repairs.
5. CLUB MEMBERSHIP. The Executive will be entitled to join a Country Club
suitable for business entertainment from time to time. The Company will pay
the Club
membership fee, annual dues and all appropriate business entertainment
expenses.
6. DENVER OFFICE. The Executive shall office in Denver, Colorado.
7. TERM. This Agreement shall commence on the date hereof, and shall remain in
effect for a period of two (2) years (the "Employment Term") and will
automatically renew for successive two (2) year periods, on a continuous
basis, unless employment is terminated in accordance with Section 8 or 9
hereunder.
8. TERMINATION WITHOUT COMPENSATION.
8.1 Total Disability. If the Executive become "totally disabled", as
defined below, the Company may terminate this Agreement by notice to
the Executive, and as of the termination date, the Company shall have
no further liability or obligation to the Executive hereunder except
as follows: the Executive shall receive any unpaid Basic Compensation
and Bonuses, if any, that have accrued through the date of
termination. For the purposes hereof, the Executive shall be deemed
to be "totally disabled" if the Executive is considered totally
disabled according to the definition under any group disability plan
maintained by the Company and in effect at the time of termination, or
in the absence of any plan, under applicable Social Security
regulations. In the event of any dispute under the Section 7.1, the
Executive shall submit to a physical examination by a licensed
physician mutually satisfactory to the Company and the Executive, the
cost of such examination to be paid by the Company, and the
determination of such physician shall be determinative.
8.2 Death. If the Executive dies during employment with the Company, this
Agreement shall terminate on the date of death, and thereafter the
Company shall not have any further liability or obligation to the
Executive, his executors, administrators, heirs, assigns or any other
person claiming under or through the Executive's estate except that
the Executive's estate shall receive any unpaid Basic Compensation and
Bonuses, if any, that have accrued through the date of death.
8.3 Cause. The Company may terminate the Employment Term for "cause", as
defined herein below, by giving the Executive 15 days notice of the
termination date, and as of the termination date, the Company shall
have no further liability or obligation to the Executive hereunder
except the Executive shall receive any unpaid Basic Compensation and
Bonuses, if any, that have accrued through the date of termination,
less any liabilities that the Executive may have to the Company. For
purposes of the Agreement, "cause", shall mean the Executive's (i)
failure to observe or perform any of the material terms or provisions
of this Agreement, (ii) failure to comply fully with the lawful
directives of the Board of
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Directors, (iii) disclosure or use of any confidential information of
the Company, (iv) participation directly or indirectly or providing
information which results in competition with the Company, (v)
deception, (vi) wilful misconduct, (vii) material neglect of the
Company's business, (viii) conviction of a felony or other crime
involving moral turpitude, (ix) misappropriation of funds, or (x)
habitual insobriety.
9. TERMINATION WITH COMPENSATION
The Company shall have the right to terminate the Agreement without cause
any time by giving the Executive one year's notice of the termination date.
Under such circumstances, the Company shall pay any unpaid Basic
Compensation and Bonuses, if any, that have accrued through the date of
termination, and shall continue to pay to the Executive the Basic
Compensation which accrues for one year following the termination date (the
"Termination Compensation"), and the Company shall have no other liability
or obligation to the Executive. The Executive shall not be entitled to any
Termination Compensation unless the Executive executes and delivers to the
Company a release, in a form satisfactory to the Company, whereby the
Executive releases the Company from any obligations and liabilities of any
type with exception to the Termination Compensation as provided herein.
The Termination Compensation shall be provided in consideration for the
above-specified release.
10. DUTIES AND EXTENT OF SERVICES. The Executive shall, on a full time basis,
devote his entire business efforts to the Company, as Chairman, President
and Chief Executive Officer, and shall perform in a timely and professional
manner acceptable to the Company, those tasks assigned by the Company in
conjunction with such positions; provided, however, that the Executive may
engage in personal investment activities so long as such activities do not
interfere with the performance of his duties to the Company herein.
11. OWNERSHIP. The Executive agrees that all developments made and developments
and works created by the Executive or under the Executive's direction in
connection with the Company's assignments are works for hire and shall be
the sole and complete property of the Company.
12. NONDISCLOSURE OF CONFIDENTIAL INFORMATION
12.1 Nondisclosure. During the term of employment and forever thereafter,
the Executive agrees to keep confidential all information provided by
the Company, its executives, directors, agents, or any other person
or entity, excepting only such information as is already known to the
public, and including any such information and material relating to
any customer, vendor, licensor, licensee, or other party
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transacting business with the Company, and not to release, use, or
disclose the same except with the prior written permission of the
Company. The Executive further agrees to consider all information or
products with which the Executive becomes familiar as an Executive of
the Company to be confidential and the exclusive property of the
Company which will not be converted or disclosed to anyone for any
purpose whatsoever. All records, files, memorandums, reports, price
lists, customer lists, maps, plans, sketches, documents and the like,
relating to the business of the Company, which the Executive shall
use or prepare or come into contact with, shall remain the sole
property of the Company. A breach of this Section 12.1 shall give
rise to "cause" under which the Executive may be terminated under
Section 8.3.
12.2 Possession. The Executive agrees that, upon request by the Company,
and in any event upon termination of employment, the Executive shall
turn over to the Company all documents, papers, or other material in
his possession or under his control which may contain or be derived
from confidential information, together with all documents, notes, or
other work product which is connected with or derived from the
Executive's services to the Company whether or not such material is
at the date hereof in the Executive's possession. The Executive
agrees that the Executive shall have no proprietary interest in any
work product developed or used by the Executive and arising out of
his employment by the Company. A breach of this section 12.2 shall
give rise to "cause" under which the Executive may be terminated
under Section 8.3.
12.3 Survival of Covenant. The undertakings of the Section 12 of this
Agreement shall survive the termination or cancellation of the
Agreement or of the Executive's employment.
13. COVENANT NOT TO COMPETE. For a period of 24 months from the date of any
termination of the Executive's employment with the Company, the Executive
shall not, directly or indirectly, accept employment with or render any
services to any business engaged in the exploration for or production of
oil and gas in Queensland Australia, form an association which is
competitive with the Company, or form an association with or employ or
offer to employ in a business competitive with the Company, anyone who is
or has been a director, officer, shareholder, employee or Executive of the
Company.
The Executive acknowledges that the restrictions imposed by this Agreement
are fully understood by him and will not preclude the Executive from
becoming gainfully employed following a termination of employment with the
Company.
14. REMEDIES. The Executive agrees that this Agreement is intended to protect
and preserve legitimate business interests of the Company. It is further
agreed that any breach
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of this Agreement may render irreparable harm to the Company. In the event
of a breach by the Executive, the Company shall have available to it all
remedies provided by law, including, but not limited to, permanent
injunctive relief to restrain the Executive from violating this Agreement.
The Company shall also be entitled to commence legal action against the
Executive for any breach of any confidentiality agreement and/or
confidentiality programs in effect at any time between the Executive and
the Company. Notwithstanding any legal remedies available to the Company as
a result of a breach of this Agreement, in the event of a breach by the
Executive, the Company shall immediately be entitled to withhold and avoid
payment of any sums of money or other benefits than due or that become due
under this or any other Agreement between the Executive and the Company.
15. GENERAL PROVISIONS.
15.1 No Waiver. The failure of the Company to terminate this Agreement for
the breach of any condition or covenant herein by the Executive shall
not affect the Company's right to terminate for subsequent breaches
of the same or other conditions or covenants. The failure of either
party to enforce at any time or for any period of time any of the
provisions of this Agreement shall not be construed as a waiver of
such provisions or of the right of the party thereafter to enforce
each and every such provision.
15.2 Notices. All notices and other required communications to the parties
shall be in writing and shall be addressed respectively as follows,
unless and until directed otherwise in writing:-
If to Company
Chairman of the Compensation Committee of
The Board of Directors
Tipperary Corporation
000 Xxxxxxxxxxx Xxxxxx Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Tel: (303) 293 - 9379
Fax: (303) 203 - 3428
If to Executive
Xxxxx X Xxxxxxxx
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
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Tel: (303) 933 - 1168
Fax: (303) 979 - 6578
15.3 Entire Contract and Facsimile Execution. This Agreement shall
constitute the entire contract between the parties and supercedes all
existing agreements between them, whether oral or written, with
respect to the subject matter hereof. No change, modification or
amendment of this Agreement shall be of any effect unless in writing
signed by the Executive and by a Director of the Compensation
Committee of the Company.
15.4 Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by,
the laws of the State of Colorado without regard to principles of
conflicts of laws.
15.5 Severability. Should any provision of this Agreement not be
enforceable in any jurisdiction, the remainder of the Agreement shall
not be affected thereby.
15.6 Captions. The captions in this Agreement are for convenience only and
shall not affect the construction or interpretation of any term or
provision hereof.
15.7 Attorney Fees. In the event of a dispute between the parties that
results in litigation or arbitration regarding this Agreement, the
prevailing party, as determined by the finder of fact, shall be
entitled to an award of reasonable attorney fees.
15.8 Further Assurances. Without further consideration, each party agrees
to take such further acts and execute such further documents as are
necessary or appropriate to effectuate the purpose and intent of this
Agreement.
15.9 Duration. This Agreement shall continue to bind the parties for as
long as any obligations remain under the terms of this contract.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement on this 18th
day of September, 2001.
EXECUTIVE:
/s/ Xxxxx X. Xxxxxxxx
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TIPPERARY CORPORATION
By: /s/ Xxxxxxxx Xxxx
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(Chairman of the Compensation Committee)
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