EXHIBIT 10.23
TRITON EXPLORATION SERVICES, INC.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
July 15, 1998
Re: Bonus Agreement
Dear :
In recognition of your efforts over the past few months, Triton Exploration
Services, Inc. (the Company) has awarded to you a bonus, subject to certain
conditions, of $200,000. The full amount of the bonus will be paid to you as
soon as practicable, but if you voluntarily terminate your employment, or if you
are terminated for cause, in the next year, all or a portion of the bonus must
be repaid, depending on the date of termination. Essentially, the bonus will
"vest" in 25% increments over the next year. As a result, if you leave, or if
you are terminated for cause, in the periods set forth below, you agree to repay
the portion of the bonus set forth below:
if termination occurs agreed repayment
----------------------- -----------------
prior to October 15, 1998 100%
on or after October 15, 1998 and prior to January 15, 1999 75%
on or after January 15, 1999 and prior to April 15, 1999 50%
on or after April 15, 1999 and prior to July 15, 1999 25%
on or after July 15, 1999 0%
For tax purposes, each vesting is essentially a forgiveness of debt, which
is taxable compensation to you in the tax year the vesting occurs. In addition,
interest will be deemed to accrue for tax purposes, and a deemed interest amount
will also be added to your compensation and subjected to federal and payroll tax
withholding. The Company will calculate federal income tax withholding and
applicable payroll taxes (FICA plus social security) and will issue an employee
receivable to you for that amount, which you will be obligated to pay to the
Company.
No repayment will be required if a change of control ( as defined in the
Amended and Restated Employment Agreement among Triton Energy Limited, the
Company and you dated as of July 15, 1998, as amended (the "Employment
Agreement")) occurs prior to termination of employment, if the Company
terminates your employment without cause, or if your employment is terminated as
a result of your death or disability. In addition, no repayment will be required
if you become entitled to terminate your employment with "Justification" as
defined in the Employment Agreement. This bonus is in recognition of your
efforts over the last few months and also is designed to provide you additional
incentive to lend your efforts to making the Company a success, but is not
intended to alter in any way the employment policies of the Company. Thus, you
will continue to be considered for discretionary bonuses as are other employees
of the Company. Of course, this bonus is not a guarantee of employment, and
either you or the Company will remain free to terminate your employment
relationship as you or the Company sees fit. Your agreement to repay the bonus
as set forth above will be evidenced by your signature below and your execution
and delivery of a promissory note evidencing your obligation.
Thank you again for your fine efforts.
Very truly yours,
on behalf of Triton
Exploration Services, Inc.
I agree to repay the bonus in the amounts set forth above, if applicable,
and to deliver a promissory note to evidence this obligation.
___________________________________
