Exhibit 99.2
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this
1st day of August, 1997, between VAALCO Energy, Inc., a Delaware corporation
duly authorized to transact business in the State of Texas (the "Company") and
Xxxxxx X. Xxxxx, III, an individual residing in the City of Houston and State of
Texas ("Executive").
WITNESSTH:
WHEREAS, Executive has certain expertise in the administration and
management of the day-to-day affairs of business entities.
WHEREAS, it is the desire of the Company to utilize the services and
advice of Executive, on a full-time basis, in connection with the administration
and management of the day-to-day affairs of the Company upon the conditions and
for the terms set forth hereinbelow,
and
WHEREAS, it is the desire of Executive be retained upon the conditions
and for the terms set forth hereinbelow.
NOW, THEREFORE, IN CONSIDERATION of the premises and mutual promises
and covenants contained herein, the parties hereto hereby agree as follows:
1. Term. By this Agreement, the Company retains Executive for a period
of one (1) year beginning on August 1, 1997 and ending on July 31, 1998, (the
"Section 1 Termination Date"), unless this Agreement is either renewed or sooner
terminated as hereinafter provided.
2. Compensation. For all services rendered under this Agreement,
Executive shall be compensated as follows:
A. Annual Compensation. The Company shall pay Executive for his
services rendered pursuant to this Agreement an annual salary in the amount of
Two Hundred and Twenty Five Thousand Dollars ($225,000.00), to be paid in
semi-monthly payments of Nine Thousand Three Hundred Seventy Five Dollars
($9,375.00) each.
B. Directors Fees. Executive shall receive directors fees, in
addition to this compensation, at the same rate as other directors or outside
directors, if any.
C. Discretionary Bonus. Executive shall be entitled to a bonus in
addition to Executive's Annual Compensation at the discretion of the Board of
Directors of the Company as to amount and timing.
3. Benefits. The Company agrees that Executive shall be included or
offered to be included in the following benefits:
A. Medical and Disability. The Company's hospital, surgical and
medical and dental benefit plan and key man disability benefits plan adopted by
the Company under the terms and conditions no less favorable than those
applicable to other Executive officers of the Company.
B. Life Insurance. The Company's Group Term Life Insurance Policy.
Such insurance shall be in the amount of Seventy Thousand and no/100 Dollars
($70,000.00). Executive shall be entitled to designate, at his sole discretion
the beneficiary or beneficiaries of such insurance.
C. Pension and Stock Option Plans. Executive shall have the option
to purchase 1,000,000 shares under the following terms and conditions:
OPTIONS for 1,000,000 shares
Price $0.625 per share
Being the closing bid price of the stock on
May 5, 1997 the last day of trading prior
to the date of this contract.
Vesting 500,000 at August 1, 1997
500,000 at July 31, 1998
Term Exercisable for five years from the date of
vesting.
D. Sick Pay. Executive shall be entitled to Ten (10) days per year
of employment during the term of this Agreement as sick days for personal and
family illness.
E. Vacation. Executive shall be entitled to three (3) weeks of paid
vacation per year of service to the Company. The timing of such vacation shall
be approved by the Chairman of the Board of the Company (the "Chairman") and
Executive shall be entitled to cumulate such vacation time during the term of
this Agreement to a maximum of thirty (30) days. In no event however, shall
Executive be entitled to take vacation time off in excess of three (3) weeks
without the prior approval of the Chairman, which approval may be withheld at
the sole and absolute discretion of the Chairman.
F. Holidays. Executive shall be entitled to paid holidays in
accordance with established Company policy in addition to Sick Pay and Vacation.
All Benefits set forth in this Section 3 shall commence on the
Effective Date hereof.
4. Reimbursement of Expenses Incurred by Executive. The Company shall
pay or reimburse Executive for all reasonable and necessary business expenses
for traveling, entertainment and such other reasonable and necessary expenses
paid or incurred by Executive in connection with the performance of his services
hereunder. Payments by the Company will be made for all expenses upon
presentation of an expense statement, vouchers or other supporting information
required by the Company.
5. Duties of Executive.
A. Duties. Executive shall hold the titles and offices of Chief
Executive Officer of the Company and Executive shall be elected as one (1) of
the four (4) inside members of the Board of Directors and serve as Chairman of
the Board during the term of this Agreement. Executive shall have general
supervision, direction and control of the day-to-day affairs and business of the
Company, which shall include, but not be limited to those duties commensurate
with Executive's abilities and expertise as may be assigned to him from time to
time by the Company's Board of Directors or as may be provided in the Bylaws of
the Company.
B. Devotion of Time. Executive warrants that he is free to enter
into the terms of this Agreement, that he has no obligations inconsistent
herewith and that he will devote his best efforts and full time during normal
business hours to the business of the Company during the term of any renewal
term hereof.
6. Indemnification. The Company shall indemnify and hold harmless
Executive for all costs and losses sustained by Executive in connection with his
services in discharge of his duties under this Agreement, save and except that
the Company shall not be obligated to Indemnify Executive in connection with
Executive's willful or wanton misconduct.
7. Working Conditions. The Company shall provide Executive with
facilities and services as are suitable to Executive's position or required for
the performance of his duties.
8. Renewal. This Agreement shall be automatically renewed, with thirty
(30) days prior written notice to Executive, for a period of one (1) year from
the Section 1 Termination Date (such Date as so extended being termed the
"Renewal Termination Date").
9. Termination. This Agreement shall be terminated immediately upon the
occurrence of any one of the following events:
A. Business Discontinuation. The occurrence of circumstances that
make it impossible or impractical for the business of the Company to be
continued.
B. Death. The death of Executive.
C. Incapacity. The continued incapacity on the part of Executive to
perform his duties for a continuous period of one hundred eighty (180) days or
more, unless waived by the Company.
D. Misconduct. The entry of a final and non-appealable judgment by
a court of competent jurisdiction to the effect that Executive, in connection
with his services for the Company, committed any act or omission which was
criminal, or constituted willful or wanton misconduct (the day on which such
judgment becomes non-appealable hereinafter being termed the "Section 9D
Termination Date"). Only termination pursuant to this Section 9D shall be deemed
to be termination for cause.
E. Executive. Executive shall be entitled to terminate this
Agreement upon thirty (30) days prior written notice to the Company. The date on
which such termination becomes effective hereinafter being termed the "Section
9E Termination Date".
10. Effect of Termination.
A. For Cause. In the event of the termination of this Agreement by
the Company for any of the reasons set forth in Section 9D:
(i) Executive shall be entitled to further compensation under
Sections 2A and 2C above only to the extent earned prior to the Section 9D
Termination Date, computed pro rata, up to and including the Section 9D
Termination Date;
(ii) With respect to the plans and policies referred to in
Section 3 above, and except as provided by law, Executive's coverage as an
active Executive of the Company shall cease on the Section 9D Termination Date;
and
(iii) Executive shall be relieved of all duties and obligations
under this Agreement, as of the Section 9D Termination Date.
B. By Executive. In the event of the termination of this Agreement
by Executive as set forth in Section 9E:
(i) Executive shall be entitled to further compensation under
section 2A, 2B, and 2C above only to the extent earned prior to the Section 9E
Termination Date, computed pro rata, up to and including the Section 9E
Termination Date;
(ii) With respect to the Plans and Policies referred to in
Section 3 above, and except as provided by law, Executive's coverage as an
active employee of the Company shall cease on the Section 9E Termination Date;
and
(iii) Executive shall be relieved of all duties and obligations
under this Agreement as of the Section 9E Termination Date.
C. Other Circumstances. In all cases of termination other than for
cause under Section 9D and termination by Executive under Section 9E, Executive
(or his estate) shall be entitled to a lump sum payment equal to the remaining
compensation due Executive under Section
2A through the Section 1 Termination Date or the Renewal Termination Date, as
the case may be. Such a termination shall not extinguish or otherwise effect
Executive's rights, compensation or benefits under Section 2,3,4,6 or 8 of this
Agreement and such lump sum payment shall be due and payable to Executive by the
Company on the date of such termination.
11. Non-Disclosure of Confidential Information. Executive recognizes
that the Company's business interests require a confidential relationship
between the Company and Executive and the protection and confidential treatment
of the Company's technology, trade secrets, know-how, inventions and other
knowledge of or pertaining to its business that will be conceived or learned by
Executive in the course of his employment hereunder including, without
limitation, lists of the Company's customers, suppliers, price lists, commission
schedules, processes, plans, research, information and methods of doing
business, all of which are hereinafter jointly termed "confidential
information". Accordingly, Executive agrees to keep secret and to treat
confidentially all of the Company's confidential information, whether
patentable, patented or not, and not to use or aid others in using such
confidential information in competition with the Company for so long as the
confidential or secret nature of such confidential information shall continue
under applicable law. Upon termination of this Agreement, Executive agrees to
surrender promptly to the Company all papers, documents, writings and other
property produced by him or coming into his possession by or through his
employment and relating to the confidential information referred to in this
paragraph 11, and Executive understands and agrees that all such materials will
at all times remain the exclusive property of the Company.
12. Notices. All notices, requests, demands or other communications
provided for by this Agreement shall be in writing and shall be deemed to have
been given when mailed at any general or branch United States Post Office
enclosed in a certified postpaid envelope, return receipt requested and
addressed at the address of the respective party stated below or such changed
address as the party may have fixed by notice:
To the Company: VAALCO Energy, Inc.
0000 Xxxx Xxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
To Executive: Xxxxxx X. Xxxxx, III
0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Any notice of change of address shall only be effective, however when received.
13. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the Company, its predecessors, agents, successors and
assigns, including, without limitation, any entity which may acquire all or
substantially all of the Company's assets and business or into which the Company
may be consolidated or merged, and Executive, his heirs, executors,
administration and legal representatives. Executive may assign his rights to
payment, but not his
obligations, under this Agreement.
14. Remedies. If any party hereto commences any action at law or in
equity to enforce or interpret the terms of this Agreement and prevails, such
prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which such prevailing
party may be entitled.
15. Applicable Law. This Agreement shall be construed under and in
accordance with the laws of the State of Texas.
16. Other Agreements. This Agreement supersedes all prior
understandings and agreements between the parties. This Agreement may not be
amended orally, but only in writing signed by the parties hereto.
17. Non-waiver. No delay or failure by either party in exercising any
right under this Agreement, and no partial or single exercise of this right,
shall constitute a waiver of that or any other right.
18. Headings. Headings or captions in this Agreement are for
convenience only and shall not be used to interpret or construe its provisions.
19. Severability. If any portion of this Agreement is found to be
illegal or unenforceable then the remaining portions of this Agreement shall be
read as if the illegal or unenforceable provision had been deleted from this
Agreement, ab initio.
20. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
EXECUTED as of the date first above written.
ATTEST: VAALCO Energy, Inc.
____________________________ By: __________________________
Name: _________________________
Title: ________________________
WITNESS: EXECUTIVE
______________________________ _______________________________
Xxxxxx X. Xxxxx, III
