FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is entered into by and
between Concho Resources Inc., a Delaware corporation (“Company”), and ___________________
(“Executive”) as of ________________, 2010.
WHEREAS, Company and Executive have heretofore entered into that certain Employment Agreement
effective as of ____________, 2009 (the “Employment Agreement”); and
WHEREAS, Company and Executive desire to amend the Employment Agreement in certain respects;
NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set
forth herein, Company and Executive hereby agree, effective as of the date first set forth above,
that the Employment Agreement shall be amended as hereafter provided:
1. Section 1.1(f)(iv) of the Employment Agreement shall be deleted and the following
shall be substituted therefor:
“(iv) individuals, who, as of November 19, 2010, constitute members of 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 such
date whose election, or nomination for election by Company’s stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered for purposes of this definition as though such
individual was a member of the Incumbent Board, but excluding, for these purposes, any
such individual whose initial assumption of office as a director occurs as a result of
an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on
behalf of any individual, entity or group other than the Board.”
2. The word “within” shall be deleted from clause (b) of the proviso included in Section 5.1
of the Employment Agreement.
3. The words “or before” shall be deleted from Section 5.3(a)(i) [NTD — Add for Xx. Xxxxxx:
and clause (x) of the second sentence of Section 5.4] of the Employment Agreement.
4. Clause (2) of the first sentence of Section 5.6 [NTD: For Xx. Xxxxxx, change 5.6 to 5.7] of
the Employment Agreement shall be deleted and the following shall be substituted therefor:
“(2) must be effective and irrevocable by the earlier of (a) the 55th
day after the termination of Executive’s employment or (b) the day immediately
preceding the first day any cash severance compensation payment is due to be paid to
Executive under the provisions of Article 5 (which due date shall be determined after
taking into consideration any payment delay required under Section 5.7 [NTD: For Xx.
Xxxxxx, change 5.7 to 5.8]).”
5. Except as expressly modified by this First Amendment, the terms of the Employment
Agreement shall remain in full force and effect and are hereby confirmed and ratified.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment as of
the date first set forth above.
“COMPANY” CONCHO RESOURCES INC. |
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By: | ||||
Name: | ||||
Title: | ||||
“EXECUTIVE”