EXHIBIT 10.22
EMPLOYMENT BONUS AGREEMENT
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THIS AGREEMENT, dated the ______ day of __________________, 1996 is between
Enserch Exploration, Inc., a Texas corporation ("EEX") and _______________ (the
"Executive").
WHEREAS, ENSERCH Corporation ("ENSERCH") has entered into a merger
agreement with Texas Utilities Company and intends to distribute or spin-off its
ownership interest in EEX or EEX's successor (the "EEX Shares") to the ENSERCH
shareholders;
WHEREAS, it is important to EEX that the Executive provide good faith
assistance and cooperation with EEX in effecting the spin-off; and
WHEREAS, the Executive is a key employee of EEX and it is important to EEX
that the Executive be motivated to remain in the employ of EEX during the term
of this agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual promises
contained herein and other good and valuable consideration, EEX and the
Executive agree as follows:
1. Bonus Payment
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(a) EEX will pay to the Executive an employment bonus equal to $___________
(the "Retention Bonus Payment") if the Executive continues his employment with
EEX (uninterrupted other than by normal vacation, holidays, weekends, sick leave
or other standard provisions for employee leave) after the date of the
distribution of the EEX Shares (the "Distribution Date") until a date eighteen
months after the Distribution Date (the "Bonus Date").
(b) The Retention Bonus Payment shall not be payable in the event (i) the
Executive voluntarily terminates his employment with EEX prior to the Bonus
Date, or (ii) the Executive's employment is terminated by EEX for Cause.
"Cause" for termination of the employment of the Executive shall mean (1) an act
or acts of dishonesty or material violation of an EEX policy by, or at the
direction of, the Executive; (2) willful failure or refusal of the Executive to
perform services as properly required by EEX; (3) any action or failure to act
on the part of the Executive which is intended to result in injury to the
assets, business or prospects of EEX; or (4) the conviction of the Executive of
a felony (other than in connection with the possession of a firearm). A
termination of employment by the Executive as a result of EEX having made an
adverse change in the Executive's compensation or a material adverse change in
the Executive's work location shall not be deemed a voluntary termination of
employment.
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(c) The Retention Bonus Payment shall be payable to the Executive if the
Executive's employment is terminated by EEX for any reason other than for Cause
either before or after the Distribution Date.
(d) The Retention Bonus Payment, if earned in accordance with the terms of
this agreement, shall be paid within ten days following the Bonus Date. The
Executive shall be entitled to payment of such Retention Bonus Payment if the
Executive's employment is terminated for any reason after the Bonus Date and
prior to payment.
(e) The Retention Bonus Payment under this agreement is not includable as
defined compensation for purposes of pension and welfare benefit determinations.
(f) Retention Bonus Payment under this agreement is in addition to any
other compensation, bonus, change of control or other plans or benefits in which
the Executive participates or will participate with EEX.
2. Death or Disability of Executive
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(a) In the event the Executive dies or the Executive's employment with EEX
is terminated as a result of his total disability (which shall mean the
Executive's incapacity to perform all of his normal duties of employment with
EEX on a full-time basis for more than six months due to physical or mental
illness), then the Executive shall be entitled to a pro rata part of the
Retention Bonus Payment proportional to the Executive's service after the
Distribution Date through the date of death or disability to the Bonus Date;
provided, however, the Retention Bonus Payment shall not be prorated in the
event of the Executive's death while the Executive is performing his duties as
an employee of EEX. In making this calculation in the case of the Executive's
disability, the Executive's service shall be deemed to have ceased upon the
first date that the Executive ceased to perform his employment duties by reason
of the disability.
(b) In the event of the Executive's death, any earned but unpaid Retention
Bonus Payment shall be paid to his estate.
3. The Executive's Agreements
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(a) The Executive agrees that he will, in such manner as EEX shall
reasonably request, use his best efforts to assist EEX in completing the
distribution.
(b) The Executive understands that throughout his employment with EEX, the
Executive will be bound by all employment rules, policies and procedures
applicable to employees of EEX and is to devote full energies and attention to
duties currently and additionally assigned.
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(c) Without the prior written consent of EEX, the Executive agrees that he
will not take any action that would result in the Executive deriving any
personal benefit (whether direct or indirect and whether pecuniary or otherwise)
as a result of the distribution except as set forth in this agreement or related
written agreements between the Executive and EEX other than with respect to
publicly traded shares or options owned or acquired by the Executive.
(d) The Executive agrees that he will not communicate with any third party
or other person or entity with respect to a possible sale or other acquisition
of EEX or any of its divisions or subsidiaries except as specifically directed
by EEX (other than as may be required to appropriately decline such
discussions). The Executive will inform EEX's Board of Directors of the content
of all oral or written communications to or from the Executive and any person or
entity concerning a prospective sale or other acquisition of EEX.
4. No Assignment
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This agreement is personal to the Executive and shall not be assignable by
the Executive without the prior written consent of EEX. This agreement shall
inure to the benefit of and be enforceable by the parties hereto, and their
respective heirs, personal representatives, successors and assigns.
5. Miscellaneous
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(a) This agreement shall be governed by and construed in accordance with
the substantive laws of the State of Texas. The captions of this agreement are
not part of the provisions hereof and shall have no force or effect. This
agreement may not be amended or modified other than by a written agreement
executed by the parties hereto, nor may any provision hereof be waived except by
a writing signed by the party waiving such provision.
(b) All notices and other communications hereunder shall be in writing and
shall be given when hand delivered to the other party or when mailed to the
other party's address by registered or certified mail, return receipt requested,
postage prepaid.
(c) The invalidity or unenforceability of any provision of this agreement
shall not affect the validity or enforceability of any other provision of this
agreement.
(d) EEX 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.
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(e) This agreement contains the entire understanding of the parties hereto
with respect to the subject matter hereof.
IN WITNESS WHEREOF, EEX and the Executive have hereunder executed this
agreement of the date above first written.
Enserch Exploration, Inc.
By: _________________________________
____________________________________
Executive
