EMPLOYMENT AGREEMENT
This agreement is entered into as of November 14, 1996, by and
between Delta Petroleum Corporation ("Delta" or the "Company") and
Xxxxx Xxxxxxxxx ("Employee").
The Company desires to retain the services of Employee as an
employee upon the conditions contained in this Agreement and
Employee desires to provide services to the Company under such
conditions.
NOW THEREFORE, in consideration of the mutual covenants and
conditions hereafter set forth, the Company and Employee agree as
follows:
1. Employment. The Company hereby agrees to engage
Employee, and Employee does hereby agree to be engaged by the
Company, upon the terms and conditions set forth in the following
paragraphs.
2. Employment Period. The Company hereby engages Employee
for the period commencing February 1, 1997 and ending January 31,
1998 ("Employment Period") to serve as manager of shareholder
relations, broker relations and marketing and to render such other
services in that capacity as the Company shall reasonably require.
Employee hereby agrees to remain in the employ of the Company for
the Employment Period, provided that Employee may, by 90 days
written notice to the Company, terminate his employment with the
Company; in which case this Agreement shall terminate, except as to
provisions which survive termination of employment as provided
herein, without liability one to the other upon the date specified
by Employee.
3. Duties. Employee agrees that at all times during the
Employment Period, he will faithfully and diligently endeavor to
promote the business and business interests of the Company, and
that he will devote such time and attention to the affairs of the
Company as is necessary and appropriate; provided, however, that
this Agreement shall not restrict Employee from engaging, directly
or indirectly, in any business, investment or activity which is not
inconsistent with the performance by the Employee of his duties
under this Agreement.
4. Salary and Benefits. Subject to the provisions of
Paragraph 7 below, during the Employment Period, Employee shall be
compensated as follows:
a) Employee shall earn a salary payable through issuance of
an aggregate of 30,000 shares of the company's common stock at the
rate of 2,500 shares per month for the twelve month employment
period subject to the customary payroll deductions for Federal,
State and local taxes which Employee shall direct to the Company
from the proceeds of any sale of the common stock. The Company,
for convenience, may issue the shares representing Employee's
salary for the twelve month employment period, provided, however,
that Employee, without company permission, may not sell shares
prior to the month in which such shares are earned.
b) Employee shall also receive options, which shall be
issued under the company's 1993 Incentive Plan, to purchase 75,000
shares of common stock at a purchase price of $6.00 per share, one-
third of which shall vest March 31, June 30, and September 30,
1997, and all of which shall expire November 14, 2006.
Notwithstanding other provisions herein, options which have not
vested shall expire in the event the employee's employment is
terminated under this agreement prior to the expiration of the
employment period except as provided in paragraph 6 below. Options
which have vested shall not expire upon termination with or without
cause.
c) The Board of Directors and/or the Compensation Committee
of the Board of Directors of the Company may review Employee's
compensation from time to time with a view to making such increases
in Employee's compensation or granting options or declaring such
bonuses or other benefits to Employee as maybe merited and
warranted in light of factors considered pertinent;
5. Expenses. All pre-approved expenses incurred by Employee
in the performance of his duties under this Agreement, including
but not limited to expenses for entertainment, travel and similar
items, will be paid or reimbursed monthly by the Company in cash or
in common stock as in paragraph 4.a) above at the election of the
Company. Expenses which are not approved by the Company will not
be reimbursed to Employee. Employee shall receive an option to
purchase 25,000 shares at $5.50 until December 31, 1997 which is
acknowledged by the parties hereto to be given partially in lieu of
such unreimbursed expenses. The Company will furnish Employee with
an office in its principal executive offices in Denver and
necessary secretarial, geological, engineering, legal, accounting
and other services necessary to properly support Employee's
performance of his duties at the Company's expense.
6. Termination Upon Death and Disability. The Employment
Period shall automatically terminate upon the death of Employee;
provided, however, that in the event of the Employee's death, all
compensation Employee is entitled to receive under this Agreement
at the time of his death shall be paid to his legal representative
in accordance with the provisions of Paragraph (4)(a) hereof for
the remainder of the Employment Period.
7. Termination for Cause. Upon the occurrence of any of the
events listed below, the Company may terminate the Employee without
further obligation under this Agreement except as to provisions
which survive termination of employment or termination of this
agreement as provided herein:
a) Employee's conviction of any criminal act directly
related to Employee's duties hereunder including without limitation
misappropriation of funds or property of the Company or a felony
criminal act directly related to Employee's duties hereunder.
b) Employee's misfeasance or malfeasance in office, which
the parties agree shall mean fraud, dishonesty, wilful misconduct
or gross neglect of duties.
c) Breach by Employee of any material provision of this
Agreement.
8. Termination without Cause. In the event Employee is
terminated by the Company for any reason except as set forth at
Paragraph 7 above, he shall continue to be compensated for the
duration of the Employment Period in the full amounts provided for
in Paragraphs 4, 5, and 6 hereof.
9. Parties in Interest. This Agreement shall be binding
upon, and shall inure to the benefit of the Company and its
successors and assigns and any person acquiring, whether by merger,
consolidation, liquidation, purchase of assets or otherwise, all or
substantially all of the Company's equity or assets, and business.
10. Choice of Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits and
special proceedings hereunder be construed in accordance with and
under the laws of the State of Colorado and that in any action,
special proceeding or other proceeding that may be brought arising
out of, in connection with, or by reason of this Agreement, the
laws of the State of Colorado shall be applicable and shall govern
to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be
instituted.
11. Severance of Invalid Provisions. In case any one or more
of the provisions, or portions thereof, of this Agreement should be
determined to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.
12. Integrated Agreement. This Agreement shall constitute
the entire agreement between the parties hereto relating to the
Engagement of Employee.
IN WITNESS WHEREOF, Employee has executed this Agreement and
the Company has caused this Agreement to be duly executed on its
behalf by its duly authorized officer, all as of the date first
above written.
DELTA PETROLEUM CORPORATION
By:s/Xxxxxx X. Xxxxxx, Xx.
Authorized Officer
EMPLOYEE:
s/Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
RATIFIED AND APPROVED BY DELTA
PETROLEUM CORPORATION COMPENSATION
COMMITTEE AND INCENTIVE PLAN
COMMITTEE:
s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
s/Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx
