Exhibt 10-14
AGREEMENT
This Agreement is made this 11th day of April, 1997 by and
between High Plains Corporation (High Plains or HPC), a Kansas
corporation, and Xxxxxxx X. Xxxxxx (Xxxxxx), an individual
resident of Tucson, Arizona.
Whereas, Xxxxxx is currently the President and Chairman of the
Board of High Plains pursuant to that certain Employment Agreement
dated April 1, 1995; and,
Whereas, Xxxxxx and the Board of Directors of High Plains have
reached an agreement pursuant to which Xxxxxx will resign as an
officer and director, and agree to the termination of his
Employment Contract, in return for the consideration set forth
herein.
Therefore, in consideration of the mutual covenants and
conditions set forth herein, the parties agree as follows:
1. By his signature below, Xxxxxx hereby resigns, effective
immediately, his positions as an officer, board member, and
Chairman of the Board, of High Plains. Xxxxxx further agrees that
his Employment Contract with High Plains is terminated,
effectively immediately; that neither he nor High Plains shall be
under any further obligation to each other pursuant to the terms
of said Employment Contract except for the provisions of
paragraphs 9, 10, 11, 12, and 13, which specifically survive the
termination of that contract, and which the parties agree shall be
effective and in force until July 1, 2000; and that each party
hereby waives any and all claims against the other arising out of
the Employment Contract, the employment relationship, or the
termination thereof.
2. Xxxxxx agrees to terminate the Vehicle Lease Agreement dated
May 29, 1996 with High Plains in accordance with its terms, by
paying to High Plains the sum of $24,048, representing the
unearned portion of the lease prepayment made on the vehicle by
High Plains. Upon receipt of this amount, High Plains will
release to Xxxxxx any right title or interest it may have in the
vehicle covered by said lease.
3. Xxxxxx agrees to immediately surrender for cancellation
388,761 options to purchase common stock of High Plains previously
granted to him by the company. He may retain the 10,000 options
that were granted on May 8, 1996 with an exercise price of $3.50,
under the terms of the High Plains Corporation Stock Option Plan,
and the Stock Option Agreement, which require these options to be
exercised within 90 days of termination of employment, or they
will expire. The parties acknowledge that the options previously
issued to Xxxxxx pursuant to the High Plains Corporation Employee
Stock Purchase Plan (ESPP) were exercised by Xxxxxx on April 10,
1997.
4. In consideration of the termination of Xxxxxx'x employment
contract, High Plains agrees to pay to Xxxxxx an amount equal to
the payments High Plains would have made for bonus payments
(pursuant to paragraph 5(b) of the Employment Contract) over the
remaining term of the contract (expiring July 1, 2000), even
though Xxxxxx will no longer be an employee of High Plains.
Xxxxxx specifically waives any additional benefits which would
have been due and payable under the Employment Contract, except as
otherwise specifically set forth below. Payments shall be made
quarterly for these bonus amounts, in accordance with the payment
terms which were set forth in the contract. Additionaly, High
Plains agrees to grant to Xxxxxx the following options to purchase
High Plains' common stock:
14,000 non-qualified options to be granted on August 1, 1997,
under the terms of the company's 1992 Stock Option Plan, at
an exercise price equal to one-half of the lowest closing
price achieved by the company's stock between May 1, 1997 and
August 1, 1997 (in replacement of the options Xxxxxx would
have received under the ESPP if he were still an employee as
of August 1, 1997). These options will terminate if not
exercised on or before April 10, 2001, or in the event of
Xxxxxx'x death prior to that time, within 12 months after the
date of his death, but not later than April 10, 2001.
5. The parties further agree to enter into a consulting
arrangement whereby Xxxxxx will consult for High Plains on an as
needed basis at the request of High Plains and in the areas of his
expertise. The parties currently contemplate these services to
include areas such as legislative initiatives, public relations,
and assistance in reviewing and evaluating merger and acquisition
opportunities. Xxxxxx also agrees to cooperate with High Plains
in the prosecution or defense of pending or future litigation
involving the company. This consulting agreement shall continue
until July 1, 2000, and Xxxxxx agrees to use his best efforts to
make himself available to perform these services as reasonably
requested by High Plains. However, both parties agree that Xxxxxx
is no longer an employee of High Plains, and that his status as a
consultant will be on individual matters specifically requested by
the High Plains Corporation Board of Directors. Xxxxxx shall have
no authority to contract on behalf of High Plains, or to commit
High Plains to any obligation or agreement, but only to advise the
Board regarding requested matters. Any expenses incurred by
Xxxxxx in this consulting capacity on requested matters shall be
subject to reimbursement by High Plains.
6. In consideration of this consulting agreement High Plains
agrees to pay to Xxxxxx payments equal to those that High Plains
would have made as salary pursuant to paragraph 5(a) of the
Employment Contract over the remaining term of the contract
(expiring July 1, 2000). These payments shall be made at least
monthly, however, the parties agree that these salary amounts may
be prepaid at any time if High Plains determines in its discretion
that it can do so without impairing its cash flow requirements.
In the event of either the termination of this consulting
agreement or the death of Xxxxxx prior to full payment of the
amounts due under this paragraph 6, the amounts payable in
replacement of the salary portion of the Employment Contract shall
continue to be paid to Xxxxxx or his estate until paid in full,
but all other payments or benefits provided for in this paragraph
6 shall terminate immediately. Any options already granted shall
be retained by Xxxxxx, but no additional options shall be granted
after Xxxxxx'x death or termination of the Consulting Agreement.
The consulting agreement may be terminated at any time by Xxxxxx
upon written notice to High Plains, and shall be considered
terminated automatically upon Xxxxxx'x death. As additional
consideration for the services to be provided by Xxxxxx pursuant
to this consulting agreement, High Plains agrees to grant to
Xxxxxx the following options to purchase High Plains common stock:
a. 50,000 non-qualified options to be granted on April 11,
1997, under the terms of the company's 1992 Stock
Option Plan, at an exercise price equal to the closing
price of the stock on April 11, 1997.
b. 50,000 non-qualified options to be granted on April 11,
1998, under the terms of the company's 1992 Stock
Option Plan, at an exercise price equal to the closing
price of the stock on April 13, 1998.
c. 50,000 non-qualified options to be granted on April 11,
1999, under the terms of the company's 1992 Stock
Option Plan, at an exercise price equal to the closing
price of the stock on April 12, 1999.
All of these options shall expire if not exercised on or before
the earlier of either April 10, 2001, or 12 months following the
termination of the consulting agreement as described above.
In witness whereof, the parties have executed this agreement
as of the day and year first written above.
HIGH PLAINS CORPORATION XXXXXX
By_s/H.T. Ritchie____________ s/Xxxxxxx X. Larson______
X.X. Xxxxxxx Xxxxxxx X. Xxxxxx
Chairman,
Compensation Committee
