EXHIBIT 10.24
EMPLOYMENT AGREEMENT
This Agreement is made as of the 1st day of September, 1998 and is by and
between Xxxxxx X. Xxxx ("Xxxx") and Nuevo Energy Company, a Delaware corporation
having a principal place of business at 0000 Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000 (the "Company").
WHEREAS, King is being employed as the Senior Vice President and Chief
Financial Officer of the Company; and
WHEREAS, the Company believes it to be to its advantage to insure that King
continues to render services as hereinafter provided for the Company;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein contained, it is mutually agreed between the parties hereto as follows:
1. Employment and Terms. The Company hereby employs King and King hereby
agrees to serve as the Chief Financial Officer of the Company. The term of this
Employment Agreement shall be effective as of the date of this contract and
shall terminate two (2) years from such date, unless earlier terminated as
hereinafter provided. After the initial term of King's employment, such
employment shall be automatically extended for successive one-year periods,
unless earlier terminated as hereinafter provided or upon ninety (90) days'
advance notice by the Board of Directors to King of its intention to not renew.
For each such extension, the terms of employment shall be subject to approval by
the Board of Directors and agreed to by King. If agreement cannot be reached,
or in the event that the Company decides not to renew this Employment Agreement
at any time, the Company agrees to pay King the greater of (i) 200% of his then
effective annual salary and (ii) $320,000, in either case in one lump sum
payment. In no event shall King be entitled to payment under both this
Paragraph 1 and Paragraph 4 (C).
2. Position and Responsibilities. King shall serve as Chief Financial
Officer of the Company, and King shall exercise such powers and comply with and
perform such directions and duties in relation to the business and affairs of
the Company as are consistent with the duties of the highest ranking financial
officer of similar corporations, and as may from time to time be vested in or
given to him by the President and Chief Executive Officer or the Board of
Directors of the Company and shall use his best efforts to improve and extend
the business of the Company. King shall at all times report to, and his
activities shall be subject to the direction and control of, the President and
Chief Executive Officer. King agrees to devote substantially all of his
business time, attention and services to the diligent, faithful and competent
discharge of such duties for the successful operation of the Company's business.
3. Compensation.
A. In consideration of the services to be rendered by King to the
Company, the Company will pay to King a salary of not less than $160,000 per
annum for the year ending August 31, 1999 and the year ending August 31, 2000.
Such salary shall be payable in conformity with the Company's prevailing
practice for executives' compensation as such
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practice shall be established or modified from time to time. Salary payments
shall be subject to all applicable federal and state withholding, payroll and
other taxes.
B. The Company agrees to reimburse King for the reasonable expenses
incurred by him in obtaining and maintaining a country club membership.
4. Termination. King's term of employment under this Employment Agreement
may be terminated as follows:
A. At King's Option. King may terminate his employment hereunder,
with or without cause, at any time upon at least sixty (60) days' advance
written notice to the Company. In such event, King shall be entitled to no
severance or other termination benefits.
B. At the Election of the Company for Just Cause. The Company may,
immediately and unilaterally, terminate King's employment hereunder for just
cause at any time during the term of this Employment Agreement by written notice
to King. Termination of King's employment by the Company shall constitute a
termination "for just cause" if such termination is for one or more of the
following reasons: (i) the willful failure or refusal of King to render services
to the Company in accordance with his obligations under this Employment
Agreement, such failure or refusal to be uncured and continuing for a period of
not less than 15 days after notice outlining the situation is given by the
Company to Xx. Xxxx; (ii) the commission by King of an act of fraud or
embezzlement against the Company or the commission by King or any other action
with the intent to injure the Company or (iii) King having been convicted of a
felony. In such event, King shall be entitled to no severance or other
termination benefits.
C. At the Election of the Company for Reasons Other than Just
Cause. The Company may, immediately and unilaterally, terminate King's
employment hereunder at any time during the term of this Employment Agreement or
may constructively discharge him by substantially reducing his responsibilities
to less than those outlined in Section 2 herein without cause by giving written
notice to King of the Company's election to so terminate or constructively
discharge. In the event the Company exercises its right to terminate or
constructively discharge King under this Paragraph 4 (C), the Company agrees to
pay King the greater of (i) 200% of his then effective annual salary and (ii)
$320,000. This amount shall be payable in equal monthly installments over the
remaining term of this Employment Agreement. King shall also be entitled to
reimbursement within six months of his termination of his costs associated with
upgrading his country club membership from "junior member" to "full member"
status. King shall also be entitled to continue participation in the Company's
medical insurance programs during the two (2) years following the termination
King's employment under this Paragraph 4 (C). In addition, in the event the
Company exercises its right to terminate or constructively discharge King under
this Paragraph 4 (C), King will have 18 months to exercise any of his vested
options.
5. Consent and Waiver by Third Parties. King hereby represents and
warrants that he has obtained all necessary waivers and/or consents from third
parties as to enable him to accept employment with the Company on the terms and
conditions set forth herein and to
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execute and perform this Employment Agreement without being in conflict with any
other agreement, obligations or understanding with any such third party.
6. Waivers and Modifications. This Employment Agreement may be modified,
and the rights and remedies of any provision hereof may be waived, only in
accordance with this Paragraph 6. No modification or waiver by the Company
shall be effective without the consent of a least a majority of the Board of
Directors then in office at the time of such modification or waiver. No waiver
by either party of any breach by the other or any provision hereof shall be
deemed to be a waiver of any later or other breach thereof or as a waiver of any
other provision of this Employment Agreement. This Employment Agreement sets
forth all of the terms of the understandings between the parties with reference
to the subject matter set forth herein and may be waived, changed, discharged or
terminated orally or by any course of dealing between the parties, but only by
an instrument in writing signed by the party against whom any waiver, change,
discharge or termination is sought.
7. Governing Law. This Employment Agreement shall be construed in
accordance with the laws of the State of Texas.
8. Severability. In case any one or more of the provisions contained in
this Employment Agreement for any reason shall be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Employment Agreement, but this
Employment Agreement shall be construed as if such invalid, illegal or
unenforceable provisions had never been contained herein.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Employment Agreement as of the date set forth above.
NUEVO ENERGY COMPANY
By: ______________________________
Xxxxxxx X. Xxxxxx
Chief Executive Officer
____________________________________
Xxxxxx X. Xxxx
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