EXHIBIT 10.16
FORM OF
FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
This First Amendment to Change in Control Agreement (this "Amendment"),
dated July 27, 1998, is by and between EEX Corporation, a Texas corporation (the
"Company") as the successor to Enserch Exploration, Inc., and (the
"Executive").
RECITALS
A. The Company and the Executive are parties to that certain Change in
Control Agreement (the "Change in Control Agreement") dated .
B. The Company and the Executive now desire to make certain amendments to
the Change in Control Agreement.
NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Change in Control Agreement is hereby modified, adjusted and
amended as follows:
1. All capitalized terms used in this Amendment and not otherwise defined
herein shall have the meaning ascribed to such terms in the Change in Control
Agreement.
2. The following definition in Section 3(iii) of the Change in Control
Agreement is amended and restated in its entirety to read as follows:
1.11 "Good Reason" for the Executive to terminate his employment shall mean any
one or more of the following:
(a) an adverse change in the Executive's status or position(s) as
Chairman and President, Chief Executive Officer of the Company including,
without limitation, any adverse change in the Executive's status or
position as a result of a material diminution in his duties or
responsibilities, or a material change in the Executive's business location
or the assignment to the Executive of any duties or responsibilities which
are inconsistent with such status or position(s), or any removal of the
Executive from or any failure to reappoint or reelect the Executive to such
position(s) (except in connection with the termination of his employment
for Cause, Disability or Retirement or as a result of the Executive's death
or by the Executive other than for Good Reason); provided however, a
decision by the Board to separate the office of Chairman and President
shall not be considered an adverse change as set forth in this Section
1.11(a) as long as the Executive remains as the Chief Executive Officer of
the Company with duties and responsibilities customarily associated with
that office; or
(b) a reduction by the Company in the Executives' Minimum Annual
Salary or in the number of vacation days to which the Executive is entitled
hereunder; or
(c) the undertaking of any action by the Company (including the
elimination of a plan without providing substitutes therefor or the
reduction of the Executive's awards thereunder) that would diminish or the
failure by the Company to take any action which would maintain the
aggregate projected value of the Executive's awards under the Company's
bonus or stock option or management incentive plans in which the Executive
participates; or
(d) the taking of any action by the Company that would diminish or
the failure by the Company to take any action which would maintain the
aggregate value of the benefits provided the Executive under the Company's
medical, health, dental, accident, disability, life insurance, stock
purchase or retirement plans in which the Executive participates or as
otherwise provided in this Agreement; or
(e) the taking of any action by the Company that would diminish or
the failure of the Company to take any action that would maintain
indemnification or insurance for officers' liability; or
(f) a failure by the Company to obtain from any Successor (as
hereinafter defined) the assent to this Agreement contemplated by Section
16.2 hereof.
3. The parties hereto hereby acknowledge and agree that, except as
specifically supplemented and amended, changed or modified hereby, the Change in
Control Agreement shall remain in full force and effect and in accordance with
its terms.
4. THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND
ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF TEXAS, OTHER THAN THE CONFLICTS OF LAW RULES THEREOF.
5. This Amendment may be executed in two or more counterparts, and it
shall not be necessary that the signature of all parties hereto be contained on
any one counterpart hereof; each counterpart shall be deemed an original, but
all of which together shall constitute one and the same instrument.
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IN WITNESS HEREOF, the parties hereto have caused this Amendment to be executed
as of the date first written above.
EEX Corporation
By:
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Printed Name:
Title:
Executive
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