Exhibit 10-(2)
AGREEMENT
---------
This Agreement is entered into between AMERAC ENERGY CORPORATION ("Amerac")
and PEAK ENERNOMICS, INC. ("Peak") with regard to the engagement of Peak by
Amerac to furnish Xxxxxxx X. Peak to serve as a Member of a Special Committee to
undertake a process to explore strategic alternatives for Amerac. The Special
Committee will be responsible for developing and recommending various
alternatives to the Board of Directors which may include a possible merger,
business combination or similar transaction involving of the Company with
another entity (a "Transaction"). A Transaction will include (1) any merger,
consolidation, reorganization, recapitalization or other Transaction or series
of related Transactions pursuant to which the Company is acquired by or combined
with another person or entity (2) the acquisition, directly or indirectly, by
another person or entity, in a single Transaction or series of related
Transactions, of (i) all or a substantial portion of the assets or business of
the Company, or (ii) securities representing fifty percent (50%) or more of the
total voting power of the Company in the election of Directors.
NOW, THEREFORE, in consideration of the agreements set forth herein, the
parties agree as follows:
1. Amerac hereby engages Peak and Peak hereby accepts the engagement and
agrees to furnish Xxxxxxx X. Peak to serve as a Member of the Special Committee.
2. Amerac shall pay to Peak on a monthly basis on or about the last day of
each calendar month (or on the last day of this agreement if the same is other
than the last day of a month) beginning on the effective date of this Agreement
and terminating on the sooner thereafter of (1) the consummation of a
Transaction, or (2) the termination of this Agreement, the sum of Five Thousand
Dollars ($5,000.00) per month.
3. In addition to the consideration described in paragraph 2 above, Amerac
shall deliver to Peak on execution of this Agreement, six thousand (6,000)
shares of restricted common stock of Amerac. Such shares shall vest in Peak on
a monthly basis at the rate of one thousand (1,000) shares per month on or about
the last day of each calendar month (or on the last day of this Agreement if the
same is other than the last day of a month) beginning on the effective date of
this Agreement and terminating on the sooner thereafter of (1) six (6) months
from the effective date or (2) the consummation of a Transaction.
4. In addition to the consideration described in paragraphs 2 and 3 above,
Amerac shall pay to Peak the sum of One Hundred Thousand Dollars ($100,000.00)
upon the consummation of a Transaction.
5. The engagement is continued on an at will basis, terminable by either
party with or without cause on seven (7) days written notice to the other party.
Notwithstanding the right of termination by Amerac, if this Agreement is
terminated by Amerac without cause prior to the termination hereof by
consummation of a Transaction, (i) Peak shall be entitled to the cash payment
provided in paragraph 2 through the date of termination, and (ii) any invested
portion of the six thousand (6,000) shares of stock provided in paragraph 3
shall be fully vested on the date of termination. In addition, if a Transaction
is consummated within twelve (12) months of the termination of Peak's engagement
or if a definitive agreement with respect to such a Transaction which is
subsequently completed is entered into during such period, Peak shall be
entitled to the cash consideration provided in paragraph 4 on the date provided
in that paragraph.
-2-
6. It is agreed that the parties to this Agreement, and their agents,
attorneys, successors and assigns, shall keep the terms of this Agreement
confidential and shall not disclose such matters to anyone else other than
prospective successors or assigns to the stock or assets of Amerac (and except
as may be required by law or ordered by court order).
7. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, representatives, successors,
administrators, assigns, employees, attorneys and agents, and any parties
claiming by, through or under them.
8. This Agreement may not be altered or amended except by agreement in
writing signed by all of the parties hereto.
9. This Agreement shall be construed and enforced under and in accordance
with and shall be governed by the laws of the State of Texas.
EXECUTED this 20th day of October, 1997, to be effective August 4th 1997.
AMERAC ENERGY CORPORATION PEAK ENERNOMICS, INC.
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx X. Peak
---------------------------------- ---------------------------------
Its: Chairman, Compensation Committee Xxxxxxx X. Peak
-3-
