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Exhibit 10.17
MAXUS SEVERANCE AGREEMENT
This Severance Agreement is made and entered into between Maxus
Energy Corporation ("Maxus") and Xxxxxxx Xxxx Xxxxx ("Executive"), effective
for all purposes as of August 3, 1995.
WHEREAS, as an additional inducement to Executive to accept
employment with Maxus and to devote his best efforts to the business of Maxus,
Maxus is desirous of offering him this severance agreement; and
WHEREAS, Executive is desirous of accepting employment with Maxus
and receiving this severance agreement;
NOW, THEREFORE, Maxus and Executive hereby agree to the following:
SECTION 1 - DEFINITIONS
Whenever used herein, the following capitalized terms shall have
the meanings set forth below, unless expressly provided otherwise.
(a) BENEFICIARY means the beneficiary designated (and not
revoked) by Executive in writing, filed with Maxus in a form
acceptable to it, to receive any payment to be made on
behalf of Executive after his death pursuant to this
Agreement, and if no such designation exists, his surviving
spouse or, if none, his estate.
(b) BOARD means the Board of Directors of Maxus.
(c) CAUSE means the termination of Executive's employment with
Maxus due to (i) the willful and continued failure for a
period of 30 days by Executive to perform substantially all
of Executive's duties with Maxus, following a demand by
Maxus for substantial performance of his duties, which
demand specifies the manner in which Executive has not
performed his duties, other than any such failure resulting
from Executive's incapacity due to physical or mental
illness, or (ii) the willful engaging by Executive in gross
misconduct materially and demonstrably injurious to Maxus.
For purposes of this definition, an act or failure to act on
Executive's part shall not be considered "willful" if done
or omitted to be done by Executive in good faith and with
reasonable belief that Executive's action or omission was in
the best interest of Maxus.
(d) DISABILITY means a mental or physical disability of
Executive, which, in the opinion of Executive's physician,
prevents Executive
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from performing his regular duties and is expected to be of
long continued duration or to result in death.
(e) EMPLOYMENT means employment with Maxus.
(f) SEVERANCE PAYMENT means a payment in cash or by wire
transfer of U.S. $3 million, less any other severance
payment, if any, due Executive by Maxus.
(g) TAKEOVER means either (i) any transfer of shares or other
corporate restructuring whereby Maxus ceases to be a
corporation directly or indirectly controlled by YPF S.A., a
corporation organized under the laws of Argentina ("YPF");
or (ii) a "controlled acquisition"of YPF, as defined in
Section 7(d) of YPF's by-laws or any successor provision
thereto, or a change in the composition of the Class D
directors of YPF, at any Stockholders' Meeting or over any
period of time encompassing not more than two successive
Stockholders' Meetings, so that a majority of the Class D
directors are persons who were not proposed as candidates by
the Class D directors sitting at the date or dates the new
directors comprising such majority were elected.
SECTION 2 - PAYMENT OF SEVERANCE
If Executive's Employment is terminated (i) by either Executive or
Maxus because of his Disability or death, or (ii) by Maxus other than for
Cause, or (iii) by Executive within six months following a Takeover for any
reason (other than to accept employment with YPF), or (iv) by Executive for any
reason on or after reaching the age of 65 years, Maxus shall immediately pay to
Executive the Severance Payment. If, however, Executive's Employment is
terminated by Executive for any other reason, including, without limitation, to
accept employment with YPF, no Severance Payment shall be due or payable to
Executive under this Agreement.
SECTION 3 - NO EMPLOYMENT RIGHTS
Nothing contained herein shall be construed as a contract of
employment between Maxus and Executive, or as granting Executive a continued
right of employment or as a limitation on the right of Maxus to discharge
Executive at any time, with or without Cause.
SECTION 4 - NON-ALIENATION OF BENEFITS
No right or payment under this Agreement shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge by
Executive (or his Beneficiary), and any attempt to anticipate, alienate, sell,
assign,
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pledge, encumber or charge the same will be void. Further, no right or payment
hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities or torts of Executive (or his Beneficiary). If Executive (or his
Beneficiary) shall become bankrupt or attempt to anticipate, alienate, assign,
sell, pledge, encumber or charge any right or payment hereunder, or if any
creditor shall attempt to subject the same to a writ of garnishment,
attachment, execution, sequestration, or any other form of process or
involuntary lien or seizure, then such right or payment shall be held by Maxus
for the sole benefit of Executive (or his Beneficiary, as the case may be) in
such manner as the Board shall deem proper, free and clear of the claims of any
other party whatsoever.
SECTION 5 - WITHHOLDING OF TAXES
Maxus shall deduct from any payment due Executive (or his
Beneficiary) hereunder, any taxes which it determines are required by law to be
withheld from such payment.
SECTION 6 - ARBITRATION
Any dispute under this Agreement shall be settled by arbitration.
Either party by notice in writing to the other may request arbitration and
shall specify the nature of the dispute. Within five days thereafter the
parties may designate a single arbitrator, or absent such mutual designation,
within the next five days each party shall appoint an arbitrator, who in turn
shall jointly select a third arbitrator within the next five days. Absent
agreement on such third arbitrator, the parties agree to seek the assistance of
the American Arbitration Association in this regard. The decision of the
single arbitrator or the joint decision of the three arbitrators, which shall
also apportion the arbitration expense between the parties, shall be binding
and enforceable on the parties in the same manner as a final decision of a
court of competent jurisdiction.
The provisions of the foregoing paragraph shall survive
termination of this Agreement.
SECTION 7 - AMENDMENT
No provision of this Agreement may be modified, waived or
discharged unless evidenced by written agreement executed by both parties.
SECTION 8 - GOVERNING LAW
The validity, construction, interpretation and effect of this
Agreement and all rights of any and all persons having or claiming o have any
interest in the Agreement shall be governed by the laws of the State of Texas.
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IN WITNESS WHEREOF, Maxus and Executive have executed this
Agreement in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument,
effective for all purposes as of the date first provided above.
MAXUS ENERGY CORPORATION
BY: /s/ W. XXXX XXXXXX
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Vice President
EXECUTIVE
/s/ XXXXXXX XXXX XXXXX
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Xxxxxxx Xxxx Xxxxx
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