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Form Of Special Severance Agreement

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Sectors: Energy
Governing Law: Oklahoma, View Oklahoma State Laws
Effective Date: December 08, 1994
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EXHIBIT 10(ee)


ALEXANDER ENERGY CORPORATION


SPECIAL SEVERANCE AGREEMENT 2
SPECIAL SEVERANCE AGREEMENT


SPECIAL SEVERANCE AGREEMENT (the "Agreement") entered into between Alexander Energy Corporation, an Oklahoma corporation (the "Company"), and ___________________, an individual (the "Employee"), dated this 8th day of December, 1994 (the "Effective Date" ).


WHEREAS, the Company deems the services of the Employee to be of great and unique value to the business of the Company and the Company desires to assure both itself of continuity of management and the Employee of continued employment; and


WHEREAS, the Employee is a key management employee or professional employee of the Company and is presently making and is expected to continue making substantial contributions to the Company; and


WHEREAS, it is in the best interests of the Company and its shareholders to induce the Employee to remain in the employ of the Company; and


WHEREAS, the Employee presently is serving in his/her employment capacity with the Company; and


WHEREAS, the Company desires to provide an additional inducement for the Employee to remain in the employ of the Company as hereinafter provided by providing to him/her additional amounts of compensation as provided in this Agreement in the event of his/her termination of employment for the reasons specified herein.


NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Employee and the Company hereby agree as provided below.


1. Operation of Agreement. The purpose of this Agreement is to provide to the Employee additional amounts of compensation as provided in this Agreement in the event of his/her termination of employment for the reasons specified herein. Accordingly, the Company and the Employee have entered into this Agreement in accordance with the terms and provisions herein to provide for such protection to the Employee.


(a) "Effective Date." The Effective Date shall be the first date during the "Change of Control Period" (as defined below) on which a Change of Control (as defined below) occurs. Anything in this Agreement to the contrary notwithstanding, if the Employee's employment with the Company is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a 3 Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination.


(b) "Change of Control period." Change of Control Period is the period commencing on the date hereof and ending on the earlier to occur of (i) the second anniversary of such date or (ii) the first day of the month next following the Employee's attainment of age 65 ("Normal Retirement Date"); provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the "Renewal Date" ), the Change of Control Period shall be automatically extended so as to terminate on the earlier of (i) two years from such Renewal Date or (ii) the first day of the month coinciding with or next following the Employee's Normal Retirement Date, unless at least 60 days prior to the Renewal Date, the Company shall give notice that the Change of Control Period shall not be so extended.


(c) Definition of Change of Control. For the purpose of this Agreement, a "Change of Control" shall mean:


(i) The acquisition in a transaction or a series of transactions by any person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities and Exchange Act of 1934 (the "Exchange Act") (excluding, for this purpose, any employee benefit plan of the Company or its subsidiaries) which acquires beneficial ownership of voting securities of the Company with the approval of a majority of the Incumbent Board (as defined below) of beneficial ownership, (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities; provided, however, that any acquisition of beneficial ownership of common stock or voting securities of the Company which would otherwise come within this Section 1(c)(i) shall not be deemed to be a change of control if a majority of the Incumbent Board determines (either before or within twenty (20) business days after such acquisition) that such acquisition has not caused a "change of control" to occur; provided further, if acquisition of securities as described in this Section 1(c)(i) is 40% or more, such acquisition shall be deemed to be a "change of control" and the Board shall have no right to make a determination that a "change of control" has not occurred.


(ii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, appointment,


-2- 4 or nomination for election by the Company's shareholders, was approved by a vote of a majority of the directors comprising the Incumbent Board (other than an election, appointment or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or


(iii) Approval by the stockholders of the Company of a reorganization, share exchange, merger or consolidation, in each case, with respect to which the stockholders of the Company do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities, or a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company.


2. Agreement Not Employment Contract. This Agreement shall be considered solely as a "severance agreement" obligating the Company to pay to the Employee certain amounts of compensation in the event and only in the event of his termination of employment after the Control Date for the reasons and at the times specified herein. Apart from the obligation of the Company to provide the amounts of additional compensation as provided in this Agreement, the Company shall at all times retain the right to terminate the employment of the Employee since the obligation of the Company to the Employee shall only be considered as an employment relationship which exists between the Company and the Employee which may be terminated at will by either party subject to the obligation of the Company to make payment as provided in this Agreement.


3. Termination. Except as provided in Section 5 hereof, this Agreement shall terminate upon the first to occur of the following events.


(a) Death. The date of death of the Employee.


(b) Cause. The termination of the Employee's employment by the Company for "Cause." For purposes of this Agreement, termination of the Employee's employment by the Company for Cause shall mean termination for one of the following reasons: (i) if the Employee shall be mentally or physically disabled from properly and fully performing his duties and responsibilities hereunder for a period of 120 consecutive days, or 180 days, even though not consecutive, within any 360 day period, all as determined by the board in good faith and supported by medical evidence; (ii) the conviction of the Employee of a felony by a federal or state court of competent jurisdiction; (iii) an act or acts of dishonesty taken by the Employee and intended to result in substantial personal enrichment of the Employee at the material


-3- 5 expense of the Company; or (iv) the Employee's "willful" failure to follow direct, reasonable, lawful written order from his supervisor, within the reasonable scope of the Employee's duties, which failure is not cured within 30 days. Further, for purposes of this Section (b):


(1) No act or failure to act, on the Employee's part shall be deemed "willful" unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Company.


(2) The Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4ths) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of conduct set forth in clauses (i), (ii), (iii) or (iv) in Section 3(b) above and specifying the particulars thereof in detail.


(c) Goo
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