Exhibit 10.11
Xxxxx
XXXXX ENERGY CORPORATION
SEVERANCE AGREEMENT
(Execution Date: March 26, 1997)
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT (the "Agreement") entered into
among DEVON ENERGY CORPORATION (NEVADA), a Nevada corporation
("Devon") and DEVON ENERGY CORPORATION, an Oklahoma corpora-
tion ("Devon Energy" and "Company"), and DUKE X. XXXXX, an
individual (the "Executive"), dated this 26th day of March,
1997 (the "Effective Date").
WHEREAS, Devon and Devon Energy are herein collec-
tively referred to as the "Company" and references herein to
the Company shall be applicable to both Devon and Devon Energy
unless stated to the contrary; and
WHEREAS, the Company deems the services of the
Executive to be of great and unique value to the business of
the Company and the Company desires to assure both itself of
continuity of management and the Executive of continued em-
ployment; and
WHEREAS, the Executive is a key management employee
of the Company and is presently making and is expected to
continue making substantial contributions to the Company; and
WHEREAS, it is in the best interests of the Company
and its shareholders to induce the Executive to remain in the
employ of the Company; and
WHEREAS, the Executive presently is serving in his
capacity as General Counsel and Vice President of the Company;
and
WHEREAS, the Company desires to induce the Executive
to remain in the employ of the Company by providing to him
additional amounts of compensation in the event of his termi-
nation of employment following a Change of Control Date or an
Acquisition Date (each as defined herein) for the reasons
specified herein.
NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Executive and the Company hereby agree as
provided below.
1. Operation of Agreement. The purpose of this
Agreement is to provide to the Executive additional amounts of
compensation in the event of the termination of his employment
following a Change of Control Date or an Acquisition Date for
the reasons specified herein. Accordingly, the Company and
the Executive have entered into this Agreement in accordance
with the terms and provisions herein to provide such protec-
tion to the Executive. For the purposes of this Agreement,
where the following capitalized words and phrases appear in
this Agreement, they shall have the meanings set forth below
unless a different context is clearly expressed herein.
(a) Acquisition Date. "Acquisition Date"
shall mean the date on which the Company completes the acqui-
sition of oil and gas properties, or assets, or a business
entity owning such properties or assets under an acquisition
contract ("Acquisition Contract") which results in a 20% or
more increase in the total oil and gas reserves or total
assets of the Company.
(i) For purposes of determining if the
20% increase in total oil and gas reserves has occurred, the
acquisition must result in a 20% or more increase in the total
oil and gas reserves of the Company when compared to the
Company's pre-acquisition reserves. The Company's pre-acqui-
sition reserves will be the estimated reserve volumes ex-
pressed in barrels of oil equivalent ("BOE's") contained in
the most recent annual report, adjusted to the Acquisition
Date for subsequent production, drilling, purchases and sales
of reserves (other than the subject acquisition). In each
instance, 6 Mcf of natural gas will be equal to one barrel of
oil.
(ii) For purposes of determining if the
20% or more increase in the total assets of the Company has
occurred, the gross purchase or acquisition price paid (in-
cluding any debt or other liabilities assumed) for the assets
or the business entity owning the assets (as determined pursu-
ant to the final Acquisition Contract) must equal 20% or more
of the sum of (1) Total Liabilities and Stockholder's Equity
minus (2) the Total Shareholder's Equity and Devon Financing
Trust Convertible Preferred Securities plus (3) the market
value of the Company's outstanding common, preferred stock
and Devon Financing Trust Convertible Preferred Securities
(the "Market Capitalization"). For the purpose of this deter-
mination, the foregoing items included in (1) and (2) above
shall be based upon the Company's consolidated financial
statement as of the last day of the month immediately preced-
ing the month in which such purchase or acquisition occurs;
and, for the purpose of determining the Market Capitalization,
the Company's outstanding common and preferred stock and
Devon Financing Trust Convertible Preferred Securities shall
be valued at the weighted average closing price of such stock
for the ten trading days preceding the public announcement of
the execution of the definitive Acquisition Contract.
(b) Change of Control Date. "Change of Con-
trol Date" shall mean the date on which one of the following
events occurs:
(i) The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or
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14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 30% or more of either (1) the then out-
standing shares of common stock of the Company (the "Outstand-
ing Company Common Stock") or (2) the combined voting power of
the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstand-
ing Company Voting Securities"); provided, however, that the
following acquisitions shall not constitute a Change of Con-
trol: (1) any acquisition directly from the Company, (2) any
acquisition by the Company; (3) any acquisition by any employ-
ee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company, or
(4) any acquisition by any corporation pursuant to a transac-
tion which complies with clauses (1), (2), and (3) of subsec-
tion (iii) below; or
(ii) Individuals who, as of the date
hereof, constitute the Board (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, appointment or
nomination for election by the Company's shareholders was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board,
but excluding, for purposes of this definition, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with re-
spect to the election or removal of directors or other actual
or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(iii) Approval by the shareholders of the
Company of a reorganization, share exchange, merger or consol-
idation (a "Business Combination"), in each case, unless,
following such Business Combination, (1) all or substantially
all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indi-
rectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (includ-
ing, without limitation, a corporation which as a result of
such transaction owns the Company through one or more subsid-
iaries) in substantially the same proportions as their owner-
ship, immediately prior to such Business Combination, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (2) no Person (exclud-
ing any employee benefit plan (or related trust) of the Compa-
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ny or such corporation resulting from such Business Combina-
tion) beneficially owns, directly or indirectly, 30% or more
of, respectively, the then outstanding shares of common stock
of the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination, and (3)
at least a majority of the members of the board of directors
of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the execu-
tion of the initial agreement, or of the action of the Incum-
bent Board providing for such Business Combination, or were
elected, appointed or nominated by the Incumbent Board; or
(iv) Approval by the shareholders of the
Company of (1) a complete liquidation or dissolution of the
Company or, (2) the sale or other disposition of all or sub-
stantially all of the assets of the Company, other than to a
corporation with respect to which following such sale or other
disposition, (A) more than 50% of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securi-
ties of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other disposi-
tion, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) less than
30% of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation enti-
tled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by any Person
(excluding any employee benefit plan (or related trust) of the
Company or such corporation), except to the extent that such
Person owned 30% or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities prior to the
sale or disposition, and (C) at least a majority of the mem-
bers of the board of directors of such corporation were mem-
bers of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Incumbent Board
providing for such sale or other disposition of assets of the
Company, or were elected, appointed or nominated by the Incum-
bent Board.
(c) Good Reason. "Good Reason" shall mean:
(i) (1) the assignment to the Executive
of any duties inconsistent in any respect with the Executive's
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position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities or (2)
any other action by the Company which results in a diminish-
ment in such position, authority, duties or responsibilities,
other than an insubstantial and inadvertent action which is
remedied by the Company promptly after receipt of written
notice thereof given by the Executive; or
(ii) the Company's requiring the Executive
to be based at any office or location other than the Company's
principal headquarters, except for travel reasonably required
in the performance of the Executive's responsibilities; or
(iii) any failure by the Company to comply
with and satisfy Section 10(a) of this Agreement.
2. Agreement Not Employment Contract. This Agree-
ment shall be considered solely as a "severance agreement"
obligating the Company to pay to the Executive certain amounts
of compensation in the event and only in the event of his
termination of employment after the Change of Control Date or
the Acquisition Date for the reasons and at the times speci-
fied herein. Apart from the obligation of the Company to
provide the amounts of additional compensation as provided in
this Agreement, the terms and conditions of the Company's
employment of the Executive shall be governed by the Employ-
ment Agreement dated as of February 7, 1997, by and between
Devon Energy and the Executive (the "Employment Agreement").
3. Termination of Agreement. Except as provided
in Section 5 hereof, this Agreement shall terminate upon the
first to occur of the following events.
(a) Death. The date of death of the Execu-
tive.
(b) Cause. The termination of the Executive's
employment by the Company for "Cause." For purposes of this
Agreement, termination of the Executive's employment by the
Company for Cause shall mean termination for one of the fol-
lowing reasons: (i) the conviction of the Executive of a
felony by a federal or state court of competent jurisdiction;
(ii) an act or acts of dishonesty taken by the Executive and
intended to result in substantial personal enrichment of the
Executive at the expense of the Company or its shareholders;
or (iii) the Executive's "willful" failure to follow a direct
lawful written order from his supervisor, within the reason-
able scope of the Executive's duties, which failure is not
cured within 30 days. Further, for purposes of this Section
(b):
(1) No act, or failure to act, on the
Executive's part shall be deemed "willful" unless done, or
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omitted to be done, by the Executive not in good faith and
without reasonable belief that the Executive's action or
omission was in the best interest of the Company.
(2) The Executive shall not be deemed to
have been terminated for Cause unless and until there shall
have been delivered to the Executive a copy of the resolution
duly adopted by the affirmative vote of not less than three-
fourths (3/4ths) of the entire membership of the Board of
Directors of Devon Energy, at a meeting of the Board of Direc-
tors called and held for such purpose (after reasonable notice
to the Executive and an opportunity for the Executive, togeth-
er with the Executive's counsel, to be heard before the Board
of Directors), finding that in the good faith opinion of the
Board of Directors the Executive was guilty of conduct set
forth in clauses (i), (ii), or (iii) above and specifying the
particulars thereof in detail.
(c) Notice. Two years after the Company has
provided the Executive with written notice of the Company's
desire to terminate the Agreement.
4. Notice of Termination of Employment. Any
termination of employment by the Company for Cause or by the
Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with
Section 12 of this Agreement. For purposes of this Agreement,
a "Notice of Termination" means a written notice which (i)
indicates the specific termination provision in this Agreement
relied upon, (ii) sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination
of the Executive's employment under the provision so indicated
and (iii) if the date of termination of the Executive's em-
ployment is other than the date of receipt of such notice,
specifies such termination date (which date shall be not more
than 15 days after the giving of such notice).
5. Obligations of the Company Upon Termination
Following Change of Control Date or the Acquisition Date. If
within 24 months of the Change of Control Date or 12 months
following the Acquisition Date (i) the Company shall terminate
the Executive's employment for any reason other than for Cause
or death, or (ii) the employment of the Executive shall be
terminated by the Executive for Good Reason, then the Company
shall pay to the Executive in a lump sum, in cash, within 30
days after the date of termination of employment an amount
equal to the lesser of (1) two times the Executive's highest
annual Actual Compensation during the three calendar years
preceding the year in which the Executive's employment termi-
nated or (2) 2.99 times the Executive's "base amount" (as such
term is defined by Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code")) on the Change of Control
Date or the Acquisition Date, as applicable. Provided, the
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amount calculated under the foregoing Subsections (1) or (2)
shall be reduced and offset (but not below zero) by any
amounts paid to the Executive under the Employment Agreement
from and after the date of the Executive's termination of
employment. If the Executive has attained his normal retire-
ment date of age 65 ("Normal Retirement Date") and is not
otherwise entitled to receive payment under this Agreement due
to his termination of employment as of his Normal Retirement
Date, then, the Executive shall not be entitled to payment
under this Agreement. For purposes of this Section 5, "Actual
Compensation" shall mean the Executive's wages, salaries,
bonuses and fees for personal services actually rendered in
the course of employment with the Company, excluding the
following: (i) amounts realized from the exercise of a nonqu-
alified stock option, or when restricted stock (or property)
held by the Executive either becomes freely transferable or is
no longer subject to a substantial risk of forfeiture; (ii)
amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and (iii)
other amounts which received special tax benefits (whether or
not the amounts are actually excludable from the gross income
of the Executive).
6. Certain Reduction of Payments by the Company.
(a) Cutback of Payments. Anything in this
Agreement to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by the
Company to or for the benefit of the Executive (whether paid
or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise) (the "Payment") would be
nondeductible by the Company for Federal income tax purposes
because of Section 280G of the Code, then the aggregate pres-
ent value of the Payments (the "Agreement Payments") shall be
reduced (but not below zero) to the Reduced Amount. The
"Reduced Amount" shall be an amount expressed in present value
which maximizes the aggregate present value of Agreement
Payments without causing any Payment to be nondeductible by
the Company because of Section 280G of the Code. For purposes
of this Section 6, present value shall be determined in accor-
dance with Section 280G(d)(4) of the Code.
(b) Auditors to Perform Calculations. All
determinations required to be made under this Section 6 shall
be made by KPMG/Peat Marwick (the "Accounting Firm") or its
successor which shall provide detailed supporting calculations
both to the Company and the Executive within 15 business days
of the Change of Control Date, Acquisition Date or such other
time as is requested by the Company. Any such determination
by the Accounting Firm shall be binding upon the Company and
the Executive. The Company shall determine which and how much
of the Agreement Payments (or, at the election of the Execu-
tive, other payments) shall be eliminated or reduced consis-
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tent with the requirements of this Section 6 and, within ten
(10) business days of the receipt of the calculations from the
Accounting Firm, shall notify the Executive promptly of such
determination. Within five (5) business days thereafter, the
Company shall pay to or distribute to or for the benefit of
the Executive such amounts as are then due to the Executive
under this Agreement.
(c) Recoupment of Overpayments. As a result
of the uncertainty in the application of Section 280G of the
Code at the time of the initial determination by the Account-
ing Firm pursuant to Section 6(b) of this Agreement, it is
possible that Agreement Payments will have been made by the
Company which should not have been made ("Overpayment") or
that additional Agreement Payments which have not been made by
the Company could have been made ("Underpayment"), in each
case, consistent with the calculations required to be made
hereunder. In the event that the Accounting Firm determines
that an Overpayment has been made, any such Overpayment shall
be treated for all purposes as a loan to the Executive which
the Executive shall repay to the Company together with inter-
est at the applicable Federal rate provided for in Section
7872(f)(2) of the Code within 5 years of the effective date of
the loan; provided, however, that no amount shall be payable
by the Executive to the Company (or if paid by the Executive
to the Company shall be returned to the Executive) if and to
the extent such payment would not reduce the amount which is
subject to taxation under Section 4999 of the Code. In the
event that the Accounting Firm determines that an Underpayment
has occurred, any such Underpayment shall be promptly paid by
the Company to or for the benefit of the Executive together
with interest at the applicable Federal rate provided for in
Section 7872(f)(2) of the Code. In the event of either an
Overpayment or Underpayment, the Executive will be provided
copies of all calculations prior to the time any adjustment is
to occur as provided under this Section 6.
7. Non-exclusivity of Rights. Nothing in this
Agreement shall prevent or limit the Executive's continuing or
future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any of its affili-
ated companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as
the Executive may have under any stock option or other agree-
ments with the Company or any of its affiliated companies.
Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the
Company or any of its affiliated companies at or subsequent to
the date of termination of employment shall be payable in
accordance with such plan or program.
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8. Full Settlement. The Company's obligation to
make the payments provided for in this Agreement and otherwise
to perform its obligations hereunder shall not be affected by
any circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the
Company may have against the Executive or others. In no event
shall the Executive be obligated to seek other employment by
way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement.
9. Confidential Information.
(a) Requirement of Executive. The Executive
shall hold in a fiduciary capacity for the benefit of the
Company all secret or confidential information, knowledge or
data relating to the Company or any of its affiliated compa-
xxxx, and their respective businesses, which shall have been
obtained by the Executive during the Executive's employment by
the Company or any of its affiliated companies and which shall
not be public knowledge (other than by acts by the Executive
or his representatives in violation of this Agreement). After
termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of
the Company, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those
designated by it. In no event shall an asserted violation of
the provisions of this Section 9 constitute a basis for defer-
ring or withholding any amounts otherwise payable to the
Executive under this Agreement.
(b) Additional Remedies. The Executive agrees
that the remedy at law for any breach or threatened breach of
any covenant contained in this Section 9 will be inadequate,
and that the Company, in addition to such other remedies as
may be available to it, in law or in equity, shall be entitled
to injunctive relief without bond or other security.
10. Successors and Binding Effect.
(a) Successor Must Assume Agreement. The
Company will require any successor (whether direct or indi-
rect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agree-
ment in the same manner and to the same extent that the Compa-
ny would be required to perform it if no such succession had
taken place. If the Company fails to obtain such assumption
and agreement prior to the effectiveness of any such succes-
sion, this Agreement shall nevertheless determine the Executi-
ve's entitlement to payment hereunder. As used in this Agree-
ment, "Company" shall mean the Company as hereinbefore defined
and any successor to its business and/or assets as aforesaid
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which assumes and agrees to perform this Agreement by opera-
tion of law or otherwise.
(b) Binding Effect. This Agreement shall
inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If
the Executive should die while any amount would still be
payable to the Executive at the time of his death , all such
amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executive's
devisee, legatee or other designee or, if there is no such
designee, to the Executive's estate.
11. Applicable Law. This Agreement shall be gov-
erned by and construed in accordance with the laws of the
State of Oklahoma, without reference to principles of conflict
of laws.
12. Notices. All notices and other communications
hereunder shall be in writing and shall be given by hand
delivery to the other party, by registered or certified mail,
return receipt requested, or by overnight express delivery
service, postage prepaid, addressed as follows:
If to the Executive:
Duke X. Xxxxx
0000 Xxxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
If to the Company:
Devon Energy Corporation (Nevada)
00 Xxxxx Xxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000
Attn: J. Xxxxx Xxxxxxx
President and Chief Executive Officer
with a copy to:
McAfee & Xxxx
A Professional Corporation
Xxxxx Xxxxx
Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxx Xxxx, Esq.
Xxxxx X. Xxxxxx, Esq.
or to such other address as either party shall have furnished
to the other in writing in accordance herewith. Notice and
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communications shall be effective when actually received by
the addressee.
13. Alienation. The rights and benefits of, and
payments to, the Executive (or his beneficiary in the event of
his death) under this Agreement may not be anticipated, as-
signed (either at law or in equity), alienated or subject to
attachment, garnishment, levy, execution or other legal or
equitable process except as required by law. Any attempt by
the Executive to anticipate, alienate, assign, sell, transfer,
pledge, encumber or charge the same shall be void. The bene-
fits of the Executive shall not in any manner be subject to
the debts, contracts, liabilities, engagements or torts of the
Executive (or his beneficiary in the event of his death) and
payments hereunder shall not be considered an asset of the
Executive (or his beneficiary in the event of his death) in
the event of his insolvency or bankruptcy.
14. Right as General Creditor. The Executive
acknowledges this Agreement represents the Company's unfunded
and unsecured obligation to pay benefits set forth above. No
provision of this Agreement shall be construed to give the
Executive any right except as a general creditor of the Compa-
ny.
15. Taxes to be Withheld. The Company may withhold
from any amounts payable under this Agreement such Federal,
state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
16. Joint Obligations. For purposes of this Agree-
ment, Devon Energy and Devon shall have joint and several
liability for all obligations hereunder.
17. Entire Agreement. This Agreement and the
Employment Agreement constitute the entire agreement among the
parties with respect to the subject matter hereof and super-
sedes any and all prior or contemporaneous oral and prior
written agreements and understandings, including any Severance
Agreements previously entered into between the Company and the
Executive. There are no oral promises, conditions, represen-
tations, understandings, interpretations or terms of any kind
as conditions or inducements to the execution hereof or in
effect among the parties.
18. Amendment. This Agreement may not be amended,
and no provision hereof shall be waived, except by a writing
signed by all the parties to this Agreement, or, in the case
of a waiver, by the party waiving compliance therewith, which
states that it is intended to amend or waive a provision of
this Agreement. Any waiver of any rights or failure to act in
a specific instance shall relate only to such instance and
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shall not be construed as an agreement to waive any rights or
failure to act in any other instance, whether or not similar.
19. Enforceability. Should any provision of this
Agreement be unenforceable or prohibited by an applicable law,
this Agreement shall be considered divisible as to such provi-
sion which shall be inoperative, and the remainder of this
Agreement shall be valid and binding as though such provision
were not included herein.
20. Counterparts. This Agreement may be executed
in two or more counterparts with the same effect as if the
signatures to all such counterparts were upon the same instru-
ment, and all such counterparts shall constitute but one
instrument.
21. Headings. All headings in this Agreement are
for convenience only and are not intended to affect the mean-
ing of any provision hereof.
IN WITNESS WHEREOF, the Executive has hereunto set
his hand and, pursuant to the authorization from their respec-
tive Boards of Directors, the Company and the Parent have each
caused these presents to be executed in its name on its be-
half, all as of the day and year first above written.
Duke X. Xxxxx
"EXECUTIVE"
DEVON ENERGY CORPORATION, an
Oklahoma corporation
By
J. Xxxxx Xxxxxxx, President and
Chief Executive Officer
"DEVON ENERGY"
DEVON ENERGY CORPORATION (NE-
XXXX), a Nevada corporation
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By:
J. Xxxxx Xxxxxxx, President
and Chief Executive Officer
("DEVON")
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