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EXHIBIT 10.8
XXXXXXX OIL & GAS, L.P.
PHANTOM ROYALTY ACCOUNT PLAN
PARTICIPATION AGREEMENT
THIS AGREEMENT, made by and between XXXXXXX OIL & GAS, L.P., a
Delaware limited partnership (the "Company") and [see Schedule I attached]
("Employee"),
WITNESSETH THAT:
WHEREAS, the Company has established the Xxxxxxx Oil & Gas, L.P.
Phantom Royalty Account Plan (the "Plan") to provide a performance incentive
for the employees of the Company who are designated by the President of the
Company as eligible to become Participants under the Plan and who elect to
become such Participants; and
WHEREAS, the President of the Company desires to designate Employee as
an employee of the Company eligible to become a Participant under the Plan with
respect to the Phantom Royalty Account to be established thereunder for the
Plan Year indicated in paragraph 2 below, and Employee desires to become such a
Participant;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto do hereby agree as follows:
1. Definitions. Unless the context clearly indicates otherwise,
the words and phrases used in this Agreement shall have the meanings assigned
to them under the provisions of the Plan.
2. Participant and Account Percentage Designations. The
President hereby designates Employee to be a Participant in the Phantom Royalty
Account to be established under the Plan for the 1996 Plan Year, and further
designates that Employee shall have an Account Percentage of ____________
percent (_____%) in such Phantom Royalty Account.
3. Terms of Participation. Employee hereby (i) acknowledges that
Employee has reviewed a copy of the Plan, (ii) voluntarily elects to become a
Participant in the Plan, and (iii) agrees to be bound by the terms and
provisions of the Plan and this Agreement. Employee further acknowledges that
Employee understands that:
(a) upon the termination of Employee's employment with
the Company for any reason, Employee's Account Percentage in each
Phantom Royalty Account established under the Plan will terminate and
Employee will cease participating in the Plan;
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(b) the Company has the right and power in its absolute
discretion to sell, exchange or otherwise dispose of all or any
portion of its interest in any Company Well;
(c) the President of the Company has the right and power
at any time and from time to time to amend the Plan, in whole or in
part, and at any time to terminate the Plan; and
(d) the establishment of the Plan and the execution of
this Agreement do not enlarge or otherwise affect the terms of
Employee's employment with the Company, and the Company may terminate
the employment of Employee at will and as freely and with the same
effect as if the Plan had not been established and this Agreement had
not been executed.
4. Confidentiality. Employee hereby acknowledges that the
Company's trade secrets and other confidential or proprietary information, as
they may exist from time to time, are valuable, special and unique assets of
the Company's business, access to and knowledge of which are essential to the
performance of Employee's duties as an employee of the Company. Employee
agrees that Employee will hold in strict confidence and will not directly or
indirectly disclose or reveal to any person, or use for Employee's own personal
benefit or for the benefit of anyone else, any trade secrets or other
confidential or proprietary information of any kind (including but not limited
to compensation data, partner lists, financial information, pending projects
and proposals information, proprietary processes, research and development
strategy information, scientific data, technological data and technological
prototypes, regardless of whether acquired, learned, obtained or developed by
Employee alone or in conjunction with others) belonging to or concerning the
Company or any of its affiliates, participants, partners, customers or clients,
except (i) with the prior written consent of the President of the Company, (ii)
in the course of the proper performance of Employee's duties as an employee of
the Company, or (iii) as required by applicable law or legal process. The
provisions of this paragraph 4 shall continue in effect notwithstanding the
termination of Employee's employment with the Company for any reason.
5. Noncompetition. During the period of Employee's employment
with the Company and for a period of one year thereafter, Employee agrees that
Employee will not directly or indirectly engage or participate in, on
Employee's own behalf or for anyone else, whether as a director, officer,
shareholder, member, partner, employee, consultant, agent, representative,
proprietor, associate, investor or otherwise, any business or activity which is
competitive with the business of the Company or any of its affiliates in any
geographical area in the continental United States, or in the offshore area
within the portion of the
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Gulf of Mexico over which the United States or any State thereof asserts
jurisdiction, which is within one-half (1/2) mile of lands (i) in which the
Company has a mineral property interest (including but not limited to a mineral
lease, overriding royalty interest, production payment, net profits interest,
or mineral fee interest) or right, license or authority to conduct or direct
exploratory activities (including but not limited to seismic, geophysical and
geochemical activities) as of the date of Employee's termination of employment
with the Company, or (ii) which are part of an area of mutual interest
designated by the Company as of the date of Employee's termination of
employment with the Company. The foregoing restrictions shall not apply,
however, to Employee's ownership of or dealings with respect to any securities
of any corporation or other entity whose equity securities are actively traded
on any recognized stock exchange or in the over-the-counter market so long as
Employee's holdings in such corporation or other entity do not exceed five
percent (5%) of the outstanding equity securities of any class in such
corporation or other entity. The provisions of this paragraph 5 shall continue
in effect notwithstanding the termination of Employee's employment with the
Company for any reason.
6. This Agreement shall be binding upon and inure to the benefit
of Employee and his beneficiaries, devisees, heirs and legal representatives,
and the Company and its successors and assigns.
IN WITNESS WHEREOF, this Agreement has been executed this _____ day of
_________________________, 19___.
XXXXXXX OIL & GAS, L.P.
By
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President
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[See Schedule I attached]
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Schedule I
Xxx X. Xxxxx
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
X. Xxxxx Xxxxxxxx
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