Exhibit 10.15
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into this 12th day of May,
1999, between BASIN EXPLORATION, INC., a Delaware corporation (the
"Corporation"), and XXXXXXX X. XXXXXXX (the "Officer").
The Corporation and the Officer have previously entered into an
Employment Agreement dated as of January 28, 1999 (the "Employment Agreement")
and desire to amend the Employment Agreement to clarify certain provisions
regarding compensation payable to the Officer in the event of a Change of
Control as defined in the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. DEFINED TERMS. All terms used and not defined herein shall
have the meaning given them in the Employment Agreement.
2. DELETION OF SECTION 2.7(c). Section 2.7(c) of the Employment
Agreement is deleted.
3. LIMITATION ON AMOUNT OF PAYMENT. A new Section 4.1(f) is added
to the Employment Agreement to read as follows:
(f) LIMITATION OF CHANGE OF CONTROL PAYMENTS.
(i) Notwithstanding anything else in this Agreement,
solely in the event of a termination by the
Corporation without Cause or a termination by the
Officer for Good Reason, and except as provided in
subsection (a) below, the aggregate of the payments
of benefits to which the Officer will be entitled
under Section 4.1(c) will be reduced to the extent
necessary so that the Officer will not be liable for
the federal excise tax levied on certain "excess
parachute payments" under section 4999 of the
Internal Revenue Code.
(a) The limitation of Section 4.1(f)(i) will
not apply if the difference between (w) the
present value of all payments to which the
Officer is entitled under Section 4.1(c)
determined without regard to Section
4.1(f)(i) less (x) the present value of all
federal, state and other income and excise
taxes for which the Officer is liable as a
result of such payments exceeds the
difference between (y) the present value of
all payments to which the Officer is
entitled under Section 4.1(c) calculated as
if the limitation of Section
4.1(f)(i) applies less (z) the present value
of all federal, state and other income and
excise taxes for which the Officer is liable
as a result of such reduced payments.
Present values will be determined using the
interest rate specified in section 280G of
the Internal Revenue Code and will be the
present values as of the date on which the
Officer's employment terminates (unless it
is necessary to use a different date in
order to avoid adverse consequences under
section 280G).
(ii) DETERMINATION BY OFFICER. Whether payments to the
Officer are to be reduced pursuant to Section
4.1(f)(i), and the extent to which they are to be so
reduced, will be determined by the Officer. The
Officer may, at the expense of the Company, hire an
accounting firm, law firm or employment consulting
firm selected by the Officer to assist him in such
determination. If a reduction is made pursuant to
Section 4.1(f)(i), the Officer will have the right to
determine which payments and benefits will be
reduced.
(iii) ADDITIONAL BENEFIT. The Officer shall receive the
benefit of any change made by the Corporation in the
calculation or entitlement of severance compensation
following a Change of Control for any other officer
of the Corporation, such as an agreement by the
Corporation to "gross up" the compensation paid to an
officer by paying the excise tax imposed by Section
280G of the Internal Revenue Code .
4. EFFECT OF AMENDMENT. As amended hereby, the Employment
Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment Agreement on the day and year first above entered.
BASIN EXPLORATION, INC.
By
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President
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XXXXXXX X. XXXXXXX
