EXHIBIT 10.3
EMPLOYMENT AGREEMENT
AGREEMENT, made March 24, 1998, to be effective February 17, 1998,
by and between Domain Energy Corporation, a Delaware corporation (the "Company")
and Xxxxxxx X. Xxxxxx ("Executive").
RECITALS
In order to induce Executive to serve as Executive Vice President -
Corporate Development of the Company, the Company desires to provide Executive
with compensation and other benefits on the terms and conditions set forth in
this Agreement.
Executive is willing to accept such employment and perform services
for the Company, on the terms and conditions hereinafter set forth.
It is therefore hereby agreed by and between the parties as follows:
1. EMPLOYMENT.
1.1 Subject to the terms and conditions of this Agreement, the
Company hereby employs Executive during the term hereof as Executive Vice
President - Corporate Development of the Company. In his capacity as Executive
Vice President - Corporate Development of the Company, Executive shall report to
the President and Chief Executive Officer of the Company (the "CEO"). Executive
shall have the following responsibilities and authorities: (i) identifying
growth opportunities for the Company, with a particular focus on the Gulf Coast
region, in the form of property acquisitions, drilling joint ventures and
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corporate acquisitions and mergers; (ii) coordinating the evaluation and due
diligence process as well as leading negotiations on transactions generated by
Executive; (iii) serving as a member of the Company's executive management
committee, which reviews and approves capital budgets, establishes financial and
operational budgets and establishes general corporate policy; (iv) working
closely with the Company's Executive Vice President Exploration and Production
to execute the Company's business plans and to prioritize allocation of capital
and human resources; and (v) functioning as the Company's "ambassador to
industry" by participating in various industry associations such as IPAA, TIPRO
and the Producer Forum; or, such other responsibilities and authorities
commensurate with position of an Executive Vice President of the Company as are
assigned by the CEO.
1.2 Subject to the terms and conditions of this Agreement, Executive
hereby accepts employment as Executive Vice President - Corporate Development of
the Company and agrees to devote his full working time and efforts, to the best
of his ability, experience and talent, to the performance of services, duties
and responsibilities in connection therewith. Executive shall perform such
duties and exercise such powers, commensurate with his position, as the CEO
shall from time to time delegate to him on such terms and conditions and subject
to such restrictions as the CEO may reasonably from time to time impose. The
Company will create one additional seat on the Board of Directors of the Company
(the "Board") and shall cause Executive to be appointed to fill such seat and
thereafter, so long as this Agreement shall remain in effect, to cause Executive
to be nominated for election at each annual meeting of the Company's
stockholders to be held in each of 1998 and 1999 and, in accordance with the
Company's normal solicitation efforts,
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solicit proxies for Executive's election to the Board in accordance with the
Company's normal solicitation efforts. Executive agrees to serve, if elected, as
a member of the Board and unless otherwise requested by the Company, to resign
from the Board upon termination of this Agreement.
1.3 Nothing in this Agreement shall preclude Executive from
engaging, so long as, in the reasonable determination of the CEO, such
activities do not interfere with his duties and responsibilities hereunder, in
charitable and community affairs, from managing any passive investment made by
him in equity securities or other assets (provided that no such investment may
exceed 5% of the equity of any entity, without the prior approval of the CEO and
Executive shall give the CEO prior written notice of any investment in an entity
that is not publicly traded) or from serving, subject to the prior approval of
the CEO, as a member of boards of directors or as a trustee of any other
corporation, association or entity. For purposes of the preceding sentence, any
approval of the CEO required therein shall not be unreasonably withheld.
Attached hereto as Schedule 1.3 is a description of all existing investments,
board memberships and trusteeships relating to any entity engaged in any aspect
of the oil and gas business that would require approval by, or notice to, the
CEO under this Section 1.3 if such investment, board membership or trusteeship
were to be effected after the date of this Agreement.
2. TERM OF EMPLOYMENT. Executive's term of employment under this
Agreement shall commence as of the date hereof and, subject to the terms hereof,
shall terminate on the earlier of (i) December 31, 2000 (the "Termination Date")
or (ii) termination of Executive's employment pursuant to this Agreement;
PROVIDED, HOWEVER, that
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any termination of employment by Executive (other than for death, Permanent
Disability or Good Reason) may only be made upon 60 days prior written notice to
the Company and any termination of employment by Executive for Good Reason may
only be made upon 30 days prior written notice to the Company.
3. COMPENSATION.
3.1 SALARY. The Company shall pay Executive a base salary ("Base
Salary") at the rate of $150,000 per annum for the period commencing on the
beginning of Executive's term of employment hereunder and ending on the
Termination Date, subject to Section 6.5(c). Base Salary shall be payable in
accordance with the ordinary payroll practices of the Company. Any increase in
Base Salary shall be in the discretion of the Company and, as so increased,
shall constitute "Base Salary" hereunder.
3.2 COMPENSATION PLANS AND PROGRAMS. Executive shall be entitled to
participate in any compensation plan or program maintained by the Company in
which other senior executives of the Company participate on terms comparable to
those applicable to such other senior executives.
4. EMPLOYEE BENEFITS.
4.1 EMPLOYEE BENEFIT PROGRAMS, PLANS AND PRACTICES. The Company
shall provide Executive during the term of his employment hereunder with
coverage under all employee pension and welfare benefit programs, plans and
practices (commensurate with his positions in the Company and to the extent
permitted under any employee benefit plan) in accordance with the terms thereof,
which the Company makes available to its senior executives (including, without
limitation, participation in health, dental, group life, disability,
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retirement and all other plans and fringe benefits to the extent generally
provided to such senior executives).
4.2 VACATION AND FRINGE BENEFITS. Executive shall be entitled to no
less than twenty-five (25) business days paid vacation in each calendar year,
which shall be taken at such times as are consistent with Executive's
responsibilities hereunder. Such vacation time shall accrue at a rate of 2.08
vacation days for each calendar month worked. Unless otherwise approved by the
Board, any vacation days not taken in any calendar year shall be forfeited
without payment therefor. The Company shall furnish Executive with a private
office and a private secretary and all other reasonable assistance and
accommodations.
5. EXPENSES. Executive is authorized to incur reasonable expenses in
carrying out his duties and responsibilities under this Agreement and promoting
the business of the Company, including, without limitation, expenses for travel,
lodgings, entertainment and similar items related to such duties and
responsibilities. The Company will reimburse Executive for all such expenses
upon presentation by Executive from time to time of appropriately itemized and
approved (consistent with the Company's policy) accounts of such expenditures.
6. TERMINATION OF EMPLOYMENT.
6.1 TERMINATION NOT FOR CAUSE OR TERMINATION FOR GOOD REASON.
(a) Subject to the terms and conditions of this Agreement, the
Company may terminate Executive's employment at any time for any reason. If
Executive's employment is terminated by the Company other than for Cause (as
defined in Section 6.4(b) hereof) or other than as a result of Executive's
death, Retirement (as defined below in this
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Section 6.1(a)) or Permanent Disability (as defined in Section 6.2 hereof) or if
Executive terminates his employment for Good Reason (as defined in Section
6.1(c) hereof) prior to the Termination Date, Executive shall receive all such
payments, if any, under applicable compensation and employee benefit plans or
programs, including but not limited to those referred to in Section 3.2 hereof,
to which he is entitled pursuant to the terms of such plans or programs. In
addition, Executive shall receive a lump sum cash payment (the "Termination
Amount") in lieu of any annual cash bonus for which Executive may be eligible
pursuant to Section 3.2 ("Bonus") in respect of all or any portion of the fiscal
year in which such termination occurs and any other cash compensation (other
than the Vacation Payment and the Compensation Payment referred to below).
Subject to Section 6.5(b), the Termination Amount shall consist of the greater
of (i) an amount equal to the Executive's Base Salary at its then current annual
rate plus the amount of Executive's target Bonus for the entire year ("Target
Bonus"; which for 1998 has been established by the Board as an amount equal to
40% of Base Salary) in which his termination occurs (irrespective of whether the
performance criteria have been met) or (ii) the aggregate amount of Base Salary
which Executive would have received for the remaining term of this Agreement. In
addition, Executive shall receive a cash lump sum payment in respect of accrued
but unused vacation days (the "Vacation Payment") and all compensation earned
but not yet paid (including any deferred Bonus payments) (the "Compensation
Payment"). "Retirement" means the termination of Executive's employment with the
Company and all of its affiliates as a result of his reaching a retirement age
(not less than 62 years of age) established by the Board for his retirement.
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(b) The Termination Amount, the Vacation Payment and the
Compensation Payment shall be paid by the Company to Executive within 30 days
after the termination of Executive's employment by check payable to the order of
Executive or by wire transfer to an account specified by Executive. Payments of
amounts to which Executive is entitled under applicable compensation and
employee benefit plans or programs will be paid to Executive pursuant to the
terms of such plans or programs.
(c) For purposes of this Agreement, "Good Reason" shall mean any of
the following (without Executive's express prior written consent):
(i) any removal of Executive as an Executive Vice President of
the Company or any material reduction by the Company of Executive's
authority, duties or responsibilities (except in connection with the
termination of Executive's employment for Cause, as a result of Permanent
Disability, or as a result of Executive's death or Retirement);
(ii) any reduction by the Company in Executive's Base Salary,
other than a reduction which is part of a uniformly applied general salary
reduction program affecting senior executives of the Company;
(iii) the Company's moving Executive's place of employment outside
the Houston, Texas metropolitan area; or
(iv) Executive's election to terminate his employment for any
reason within 30 calendar days following a Change of Control (as defined
in Section 6.1(d) hereof).
(d) For purposes of this Agreement, "Change of Control" shall mean
the occurrence of either (i) the purchase or other acquisition by any person,
entity or group (within the meaning of section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended, or any comparable successor provisions) of
persons or entities (a "Group"), other than the FRC Entities (as defined in the
Non-Qualified Stock Option Agreement attached hereto as Exhibit A (the "Option
Agreement")), of (A) ownership of fifty percent (50%) or
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more of the combined voting power of the Company's then outstanding voting
securities entitled to vote generally or (B) all or substantially all of the
direct and indirect assets of the Company and its subsidiaries or (ii) any
merger, consolidation, reorganization or other business combination of the
Company with or into any other entity which results in a person, entity or Group
other than the FRC Entities owning fifty percent (50%) or more of the combined
voting power of the surviving or resulting corporation's then outstanding voting
securities entitled to vote generally.
6.2 PERMANENT DISABILITY. If the Executive becomes totally and
permanently disabled (as defined in the Company's Long-Term Disability Benefit
Plan applicable to senior executive officers as in effect on the date hereof)
("Permanent Disability"), the Company or Executive may terminate Executive's
employment on written notice thereof, and in any such case Executive shall
receive or commence receiving:
(i) as soon as possible under the terms thereof, all amounts
payable pursuant to the terms of any disability insurance policy or
similar arrangement which the Company maintains during the term hereof;
(ii) within 30 days after the giving or receipt of such notice by
the Company, as the case may be, the Target Bonus in respect of the fiscal
year in which his termination occurs (irrespective of whether the
performance criteria have been met), prorated by a fraction, the numerator
of which is the number of days of the fiscal year until termination and
the denominator of which is 365;
(iii) within 30 days after the giving or receipt of such notice by
the Company, as the case may be, the Vacation Payment and the Compensation
Payment; and
(iv) as soon as possible under the terms thereof, all such
payments under applicable plans or programs, including but not limited to
those referred to in Sections 3.2 and 4.1 hereof, to which he is entitled
pursuant to the terms of such plans or programs, in accordance with their
terms.
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6.3 DEATH. In the event of Executive's death during the term of his
employment hereunder, Executive's estate or designated beneficiaries shall
receive or commence receiving:
(i) within 30 days after the Company knows of Executive's death,
the Target Bonus in respect of the fiscal year in which his death occurs
(irrespective of whether the performance criteria have been met), prorated
by a fraction, the numerator of which is the number of days of the fiscal
year until his death and the denominator of which is 365;
(ii) within 30 days after the Company knows of Executive's death,
the Vacation Payment and the Compensation Payment; and
(iii) as soon as possible under the terms thereof, all such
payments under applicable plans or programs, including but not limited to
those referred to in Sections 3.2 and 4.1 hereof, to which Executive's
estate or designated beneficiaries are entitled pursuant to the terms of
such plans or programs, in accordance with their terms.
6.4 VOLUNTARY TERMINATION BY EXECUTIVE: DISCHARGE FOR CAUSE. (a) The
Company shall have the right to terminate the employment of Executive for Cause,
as hereinafter defined. In the event that Executive's employment is terminated
by the Company for Cause or by Executive other than for Good Reason or other
than as a result of the Executive's Permanent Disability, Retirement or death,
Executive shall only be entitled to receive, within 30 days after such
termination, the Compensation Payment and the Vacation Payment and any other
then-vested benefits under any compensation or employee benefit plans or
programs to which he is entitled pursuant to the terms of such plans or
programs. Executive shall not be entitled, among other things, to the payment of
any Bonus in respect of all or any portion of the fiscal year in which such
termination occurs. After the termination of Executive's employment under this
Section 6.4, the obligations of the
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Company under this Agreement to make any further payments, or provide any
benefits other than those specified herein, to Executive shall thereupon cease
and terminate.
(b) As used herein, the term "Cause" shall be limited to (i)
Executive's commission of any act of fraud or embezzlement against the Company
or any of its affiliates, regardless of whether such act results in material
financial loss to the Company or any of its affiliates, or other willful
malfeasance or willful misconduct by Executive in connection with his employment
that results in material financial loss to the Company or any of its affiliates,
(ii) continuing refusal by Executive to perform his duties hereunder or under
any lawful direction of the CEO as required under Section 1.2, after written
notice of any such refusal to perform such duties or direction was given to
Executive by the CEO and Executive has been given a 30-day cure period after
receipt of such notice to take reasonable corrective action, (iii) any material
breach of the provisions of Section 13 of this Agreement by Executive or any
other material breach of this Agreement by Executive after written notice of any
such breach was given to Executive by the CEO and Executive has been given a
30-day cure period after receipt of such notice to take reasonable corrective
action or (iv) the conviction of Executive for any felony. Termination of
Executive pursuant to Section 6.4 shall be made by delivery to Executive of a
copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire Board at a meeting of the Board called and held for such
purpose (after 30 days prior written notice (which may include the 30 day period
referred to in (ii) above) to Executive and reasonable opportunity for Executive
to be heard before the Board prior to such vote), finding that in the reasonable
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judgment of the such Board, Executive was guilty of conduct set forth in any of
clauses (i) through (iv) above and specifying the particulars thereof.
6.5 SPECIAL TERMINATION. (a) At any time during the period from and
including July 1, 1999 through and including July 31, 1999, Executive shall have
the right to terminate this Agreement without Good Reason and the Company shall
have the right to terminate this Agreement without Cause, in either case
pursuant to written notice from the terminating party specifying (i) that such
party is invoking the provisions of this Section 6.5 and (ii) the effective date
of termination, which shall be not earlier than 30 days after receipt by the
non-terminating party of the notice of termination and not later than August 31,
1999. Any termination effected pursuant to this Section 6.5 is referred to
herein as a "Special Termination".
(b) In the event of a Special Termination invoked by Executive, the
Termination Amount shall be zero ($0.00). In the event of a Special Termination
invoked by the Company, the Termination Amount shall be an amount equal to
Executive's Base Salary at its then current annual rate. In addition, in the
event of a Special Termination invoked by the Company, the Company at its
expense shall either continue Executive's health and dental insurance as
provided by the Company at the effective date of termination, or provide or
cause to be provided comparable replacement insurance therefor, for a period of
one year from the effective date of termination.
(c) If neither the Company nor Executive invokes the right to effect
a Special Termination within the period permitted therefor, the Company shall
adjust Executive's Base Salary to within 2%, plus or minus, of the arithmetic
average of the base
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salaries of the other Executive Vice Presidents of the Company, but only if such
arithmetic average exceeds Executive's Base Salary as then in effect.
7. STOCK OPTIONS. Upon execution hereof by the Company and
Executive, the Company shall issue to Executive an option to purchase up to
100,000 shares of its Common Stock, par value $.01 per share, pursuant to the
Option Agreement.
8. MITIGATION OF DAMAGES. Executive shall not be required to
mitigate any damages or the amount of any payment provided for under this
Agreement by seeking other employment or otherwise after the termination of his
employment hereunder, and any amounts earned by Executive, whether from
self-employment, as a common-law employee or otherwise, shall not reduce the
amount of any Termination Amount or other payments or amounts otherwise payable
to him.
9. NOTICES. All notices or communications hereunder shall be in
writing, addressed as follows:
To the Company:
Xxxxxxx X. Xxxxx
Domain Energy Corporation
P. O. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
with a copy to:
Xxxxx X. Xxxx III, Esq.
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
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To Executive:
Xxxxxxx X. Xxxxxx
#0 Xxx Xxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third business day after the
actual date of mailing (or, if earlier, the actual date of receipt) shall
constitute the time at which notice was given.
10. SEPARABILITY; LEGAL FEES. If any provision of this Agreement
shall be declared to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect. In any dispute between the
Executive and the Company pertaining to this Agreement, the non-prevailing party
shall pay the costs of any legal fees and other fees and expenses which may be
incurred by the prevailing party in such dispute. For these purposes, the
plaintiff shall be deemed to be the prevailing party if the plaintiff is awarded
in excess of 50% of the amount claimed in the complaint and the defendant shall
be deemed to be the prevailing party if the plaintiff is awarded 50% or less of
the amount claimed in the complaint.
11. ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of the heirs and legal representatives of Executive and the
permitted assigns and successors of the Company, but neither this Agreement nor
any rights or obligations hereunder shall be assignable or otherwise subject to
hypothecation by Executive (except by
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will or by operation of the laws of intestate succession) or by the Company,
except that the Company may assign this Agreement to any successor (whether by
merger, purchase or otherwise) to all or substantially all of the stock, assets
or businesses of the Company, if such successor expressly agrees to assume the
obligations of the Company hereunder.
12. AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.
13. NONDISCLOSURE OF CONFIDENTIAL INFORMATION; NON-COMPETITION. (a)
Executive shall not, without the prior written consent of the Company, use,
divulge, disclose or make accessible to any other person, firm, partnership,
corporation or other entity any Confidential Information pertaining to the
business of the Company or any of its affiliates, except (i) while employed by
the Company, in the business of and for the benefit of the Company, or (ii) when
required to do so by a court of competent jurisdiction, by any governmental
agency having supervisory authority over the business of the Company, or by any
administrative body or legislative body (including a committee thereof) with
jurisdiction to order Executive to divulge, disclose or make accessible such
information. For purposes of this Section 13(a), "Confidential Information"
shall mean nonpublic information, written or oral, in any form or medium,
concerning the financial data; strategic business plans; seismic, geological,
geophysical and similar data, and interpretations thereof; maps, graphs and
similar data; information concerning oil and gas reserve quantities, reserve
reports, economic analyses or drilling and/or acquisition opportunities; product
development data (or other proprietary product data); customer lists; marketing
plans; and other non-public, proprietary and confidential information of the
Company, First Reserve Corporation or their respective
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affiliates or customers, that, in any case, is not otherwise available to the
public (other than by Executive's breach of the terms hereof).
(b) During the period of his employment hereunder and, except in the
case of a Special Termination, for six (6) months thereafter, Executive agrees
that, without the prior written consent of the Company, (A) he will not,
directly or indirectly, either as principal, manager, agent, consultant,
officer, stockholder, partner, investor, lender or employee or in any other
capacity, carry on, be engaged in or have any financial interest in, any
business or entity which is in competition with the business of the Company or
any of its subsidiaries and (B) he shall not, on his own behalf or on behalf of
any person, firm or company, directly or indirectly, solicit or offer employment
to any person who has been employed by the Company at any time during the 12
months immediately preceding such solicitation.
(c) For purposes of this Section 13, a business shall be deemed to
be in competition with the Company or its subsidiaries if it is also principally
engaged in the oil and gas exploration and production business within the same
geographic area in which the Company or any of its subsidiaries is so engaged.
Nothing in this Section 13 shall be construed so as to preclude Executive from
investing in any publicly or privately held company, provided Executive's
beneficial ownership of any class of such company's securities does not exceed
5% of the outstanding securities of such class.
(d) Executive and the Company agree that this covenant not to
compete is a reasonable covenant under the circumstances, and further agree that
if in the opinion of any court of competent jurisdiction such restraint is not
reasonable in any respect, such court
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shall have the right, power and authority to excise or modify such provision or
provisions of this covenant as to the court shall appear not reasonable and to
enforce the remainder of the covenant as so amended. Executive agrees that any
breach of the covenants contained in this Section 13 would irreparably injure
the Company. Accordingly, Executive agrees that the Company may, in addition to
pursuing any other remedies it may have in law or in equity, cease making any
payments otherwise required by this Agreement (until any such breach is cured)
and obtain an injunction against Executive from any court having jurisdiction
over the matter restraining any further violation of this Agreement by
Executive.
(e) Executive agrees to furnish a copy of Section 13 of this
Agreement to any new employer of Executive where employment commences within six
(6) months of the date of termination of Executive's employment pursuant to this
Agreement.
14. BENEFICIARIES; REFERENCES. Executive shall be entitled to select
(and change, to the extent permitted under any applicable law) a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's death, and may change such election, in either case by giving the
Company written notice thereof. In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative. Any reference to the masculine gender in this Agreement
shall include, where appropriate, the feminine.
15. SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the
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intended preservation of such rights and obligations. The provisions of this
Section 15 are in addition to the survivorship provisions of any other section
of this Agreement.
16. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED
AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO RULES RELATING TO CONFLICTS OF LAW.
17. EFFECT ON PRIOR AGREEMENTS. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersedes in all respects any prior or other agreement or
understanding between the Company or any affiliate of the Company and Executive
with respect to such subject matter, other than the Option Agreement.
18. WITHHOLDING. The Company shall be entitled to withhold from
payment any amount of withholding required by law.
19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original.
20. THE NAME "GULFSTAR". If at any time after the date hereof the
Company completes any transaction, the legal effect of which would be to cause
the separate corporate existence of Gulfstar Energy, Inc. to cease, and in
connection therewith or otherwise the Company proposes to relinquish its rights
to the name "Gulfstar", the Company will assign to Executive all of the
Company's rights in and to such name.
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DOMAIN ENERGY CORPORATION
By/s/XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
/s/XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
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SCHEDULE 1.3
1. 37 1/2% interest through Gulfstar Petroleum Corporation in Gulfstar
Petroleum Company, a Texas general partnership.
2. 50% interest in Gulfstar Petroleum Corporation, a Texas corporation, of
which Xx. Xxxxxx is Chairman of the Board of Directors, President and
Chief Executive Officer.
3. Gulfstar Operating Company, a Texas corporation, a wholly owned subsidiary
of Gulfstar Petroleum Company.
4. 40% interest in Xxxxxxxx del Golfo, a Delaware limited liability company,
of which Xx. Xxxxxx is Chairman, Manager and Chief Executive Officer.
5. Co-executor of the Estate of Xxxx X. Xxxxxx, which estate owns interests
in numerous oil and gas fields.
6. Executor of the Estate of Xxxxx X. Xxxxxx, which estate owns minimal
interests in oil and gas fields.
NON-QUALIFIED STOCK OPTION AGREEMENT
EXHIBIT A
The text of Exhibit A has been intentionally omitted and has been filed with
this Form 10-Q as Exhibit 10.4.
