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Exhibit 10.23
April 7, 1995
TO: ________________
RE: CHANGE IN CONTROL AGREEMENT DATED __________
Dear ________:
This has reference to the Change in Control Agreement (the
"Agreement") dated ___________ between you and Maxus Energy Corporation
("Maxus"). Notwithstanding anything in the Agreement to the contrary, you and
Maxus agree that a "Change in Control," as defined in the Agreement, occurred
on April 5, 1995 and a significant adverse change in the nature and scope of
the authorities or duties of your position with Maxus has occurred.
Consequently, you have given notice of your intention to terminate your
employment with Maxus immediately pursuant to paragraph 4(b)(ii) of the
Agreement. Maxus recognizes its obligation to pay and agrees to pay you
severance compensation, including benefits, to the full extent provided for in
paragraph 5 of the Agreement within five days after the amount payable
thereunder is determined (but not later than __________) without reduction for
any payments contemplated below except as provided herein. In order to
facilitate the transition required by these events, you and Maxus agree as
follows: (a) Maxus agrees to employ you at your current position, at your
current job site, at your current rate of base pay and with employee plan
benefits at the levels and on the terms currently provided to you until
___________ and (b) you agree to work for Maxus in such position and on such
terms and conditions until June 30, 1995. If you terminate your employment
prior to ____________ without the written consent of Maxus, an amount equal to
the base salary paid to you from the date hereof through your termination date
will be deducted from the amount payable to you under the Agreement and either
refunded by you or deducted from any amounts Maxus may owe you.
Please indicate your agreement to the foregoing by dating, signing and
returning a copy of this letter to the undersigned.
Sincerely,
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AGREED TO THIS
__ DAY OF APRIL, 1995
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[Executive]
Agreed to by YPF Sociedad Anonima and YPF Acquisition Corp., who agree that
this agreement does not constitute a breach of Maxus' representations,
warranties or covenants contained in the Agreement of Merger dated as of
February 28, 1995.
YPF Sociedad Anonima YPF Acquisition Corp.
By: By:
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