Exhibit 10.22
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the " Agreement" ) is made and entered into as of , 2006, (the " Effective Date" ) by and between Petrohawk Energy Corporation, a Delaware corporation (the " Company" ) and (the " Executive" ). WITNESSETH:
WHEREAS , the parties desire to enter into this Agreement pertaining to the employment of the Executive by the Company.
NOW, THEREFORE , in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1. Term of Employment . The Company shall employ the Executive in the capacity set forth herein for a term of two (2) years, commencing on the Effective Date and ending on the second anniversary of the Effective Date (such two year period as may be terminated earlier or extended as provided for herein to be referred to herein as the " Term" ). Beginning on the first anniversary date of the Effective Date and on each anniversary date of the Effective Date thereafter, the Term shall be automatically extended one additional year unless either party gives written notice to the other at least six months prior to such anniversary of the Effective Date that the Term of this Agreement shall cease to be so extended.
2. Duties of the Executive . During the Term, the Executive shall serve as of the Company and shall devote his full time, attention, and effort to performing the customary duties and responsibilities of such office, including those duties and responsibilities assigned to him by the [board of directors][Chief Executive Officer] of the Company [(the " Board" )], from time to time. The Executive agrees to use his best efforts to perform all duties and responsibilities that are required to fully and faithfully execute the offices and positions held by him. The Executive shall be entitled to devote a reasonable amount of time to civic and community affairs and the management of his personal investments so long as these other activities do not, in the judgment of the [Chief Executive Officer][Board], inhibit or prohibit the performance of the Executive' s duties hereunder or violate any provisions of this Agreement or policies of the Company, including, but not limited to those provisions relating to non-competition and non-disclosure. Unless otherwise agreed to by the Executive, the Executive shall be based at the Company' s principal executive offices located in the metropolitan area of Houston, Texas. 3. Compensation . As compensation for the services to be rendered by the Executive for and on behalf of the Company hereunder, the Executive shall be entitled to the following (collectively referred to hereinafter as " Total Compensation" ):
(a)
Base Compensation . A base salary in an annual rate of Dollars ($ ) (as adjusted in accordance with the provisions of this Agreement, " Base Compensation" ) will be paid to the Executive at such
intervals as may be established by the Company for payment of its employees under its normal payroll practices. Base Compensation payments shall be subject to all applicable federal and state withholding, payroll and other taxes, and all applicable deductions for benefits as may be required by law or Executive' s authorization. The Base Compensation shall be reviewed periodically by the [compensation committee of the board of directors of the Company (the " Board" )][Compensation Committee of the Board (" Compensation Committee" )] and may be increased from time to time as the Board may deem appropriate in its reasonable discretion.
(b) Bonus . In addition to the Base Compensation, the Executive shall be eligible to receive one or more bonuses to be determined by the Compensation Committee in its sole discretion based on performance criteria to be adopted by the Compensation Committee.
4. Other Benefits . In addition to the Total Compensation to be paid to the Executive as provided for herein, the Executive shall also be entitled to the following benefits: (a) Equity Compensation . The Executive may, as determined by the Compensation Committee in its discretion, periodically receive grants of stock options, restricted stock or other equity related awards from the Company' s various stock compensation plans, subject to the terms and conditions thereof.
(b) Business Expenses . The Company shall reimburse the Executive for all reasonable business expenses incurred by the Executive in the performance of his duties, provided that the Executive provides adequate documentation required by law and by the policies and procedures of the Company, as adopted and amended from time to time. The Executive acknowledges and agrees that all such expenses will be subject to the oversight of the Audit Committee of the Board.
(c) Other Fringe Benefits . Except as otherwise specifically provided to the contrary in this Agreement, the Executive shall be provided with the welfare benefits and other fringe benefits to the same extent and on the same terms as those benefits are provided by the Company from time to time to the Company' s other senior executive officers, including, but not limited to, vacation, participation in various health, retirement, life insurance, disability insurance or other employee benefit plans or programs, subject to regular eligibility requirements with respect to each such benefit plans or programs, as well as other benefits or perquisites as may be approved by the Board; provided, however, that the Company shall not be required to provide a benefit under this subparagraph (c) if such benefit would duplicate (or otherwise be of the same type as) a benefit specifically required to be provided under another provision of this Agreement. In addition, Executive shall be provided with the benefits set forth on Exhibit " A" .
[(d) Directorship . During the Term (a) executive will be nominated as a director of the Company, and (b) the Company shall use its best efforts to cause Executive to be elected, appointed, or re-elected or re-appointed, as a director of the Company.]
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5. Confidential Information . The Executive acknowledges that, during the course of his employment, he will have access to and will receive information which constitutes trade secrets, is of a confidential nature, is of great value to the Company and/or is a foundation on which the business of the Company is predicated. With respect to all such Confidential Information (as defined hereafter), the Executive agrees, during the Term and thereafter, not to disclose such Confidential Information to any person other than an employee, counsel or advisor of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder nor to use such Confidential Information for any purpose other than the performance of his duties hereunder. For purposes of this Agreement, " Confidential Information" shall include all data or material (regardless of form) with respect to the Company or any of its assets, prospects, business activities, officers, directors, employees, borrowers, or clients which is: (a) a trade secret, as defined by the Uniform Trade Secrets Act; (b) provided, disclosed, or delivered to the Executive by the Company, any officer, director, employee, agent, attorney, accountant, consultant, or other person or entity employed by the Company in any capacity, any client, borrower, advisor, or business associate of the Company, or any public authority having jurisdiction over the Company or any business activity conducted by the Company; or (c) produced, developed, obtained or prepared by or on behalf of the Executive or the Company (whether or not such information was developed in the performance of this Agreement). Notwithstanding the foregoing, the term " Confidential Information" shall not include any information, data or material which, at the time of disclosure or use, was generally available to the public other than by a breach of this Agreement, was available to the party to whom disclosed on a non-confidential basis by disclosure or access provided by the Company or a third party without breaching any obligations of the Company or such third party, or was otherwise developed or obtained legally and independently by the person to whom disclosed without a breach of this Agreement. The rights and obligations of the parties under this paragraph shall survive the expiration or termination of this Agreement for any reason. 6. Proprietary Matters . The Executive expressly agrees that any and all improvements, inventions, discoveries, processes, or know-how that are generated or conceived by the Executive during the Term, whether conceived during the Executive' s regular working hours or otherwise, will be the sole and exclusive property of the Company. Whenever requested by the Company (either during the Term or thereafter), the Executive will assign or execute any and all applications, assignments and/or other documents, and do all things which the Company reasonably deems necessary or appropriate, in order to permit the Company to: (a) assign and convey, or otherwise make available to the Company, the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes or know-how; or (b) apply for, obtain, maintain, enforce and defend patents, copyrights, trade names, or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes, or know-how. However, the improvements, inventions, discoveries, processes, or know-how generated or conceived by the Executive and referred to in this paragraph (except those which may be included in the patents, copyrights, or registered trade names or trademarks of the Company) will not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of this Agreement, or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company.
7. Non-Competition . As part of the consideration for the compensation and benefits to be paid to the Executive hereunder, and in order to protect the Confidential Information, business goodwill and business opportunities of the Company, the Executive agrees that, during the Term, he will not, directly or indirectly, engage in or become interested financially in, as a principal, employee, partner,
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contractor, shareholder, agent, manager, owner, advisor, lender, guarantor, officer, or director, any business (other than the Company) that is engaged in leasing, acquiring, exploring, producing, gathering, or marketing hydrocarbons and/or related products; provided, however, that the Executive shall be entitled to continue to invest in those entities as set forth on Exhibit " B" and to invest in stocks, bonds, or other securities in any such business (without participating in such business) if: (a) such stocks, bonds, or other securities are listed on any United States securities exchange or are publicly traded in an over the counter market; and such investment does not exceed, in the case of any capital stock of any one issuer, five percent (5%) of the issued and outstanding capital stock, or in the case of bonds or other securities, five percent (5%) of the aggregate principal amount thereof issued and outstanding; or (b) such investment is completely passive and no control or influence over the management or policies of such business is exercised. The parties to this Agreement agree that the limitations contained in this paragraph 7 with respect to time, geographical area, and scope of activity are reasonable. However, if any court shall determine that the time, geographical area, or scope of activity of any restriction contained in this paragraph 7 is unenforceable, it is the intention of the parties that such restrictive covenants set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable.
8. Non-Solicitation . Executive agrees that he will not, at any time during the Term, or at any time within six (6) months after the termination of his employment, for his own account or benefit or for the account or benefit of any other person, firm or entity, directly or indirectly, solicit for employment or hire any employee of the Company (or any person who was an employee of the Company in the 90 day period prior to such solicitation) or induce any employee of the Company (or any person who was an employee of the Company in the 90 day period prior to such inducement) to terminate his employment with the Company. Notwithstanding the above, the restrictions relating to persons employed in the 90 day period referenced in the parentheticals in the immediately preceding sentence shall not apply to an employee that was a party to an employment agreement with the Company and who terminates his employment for Good Reason or is terminated by the Company without Cause.
9. Injunctive Relief . The Executive acknowledges and agrees that any violation of paragraph 7 or paragraph 8 of this Agreement would result in irreparable harm to the Company and, therefore, agrees that, in the event of an actual, suspected, or threatened breach of paragraph 7 or paragraph 8 of this Agreement, the Company shall be entitled to an injunction restraining the Executive from committing or continuing such actual, suspected or threatened breach. The parties acknowledge and agree that the right to such injunctive relief shall be cumulative and shall not by in lieu of, or be construed of a waiver of the Company' s right to pursue, any other remedies to which it may be entitled in law or in equity.
10. Termination of Employment . The Executive' s employment by the Company may be terminated, without breach of this Agreement, in accordance with the provisions set forth below:
(a)
Death. If the Executive dies during the Term and while in the employ of the Company, this Agreement shall automatically terminate and the Company shall have no further obligations to the Executive or his estate except that the Company shall pay to the Executive' s estate any unpaid portion of his Base Compensation and benefits accrued through the date of death and at the discretion of the Compensation Committee, a bonus, if any. All such payments to the Executive' s estate shall be made in the same manner and at the same time
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as the Executive' s Base Co ...
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