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Severance Agreement Dated July 1, 1998

This is an actual contract by Brown Tom.

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Sectors: Energy
Governing Law: Texas, View Texas State Laws
Effective Date: July 01, 1998
Related Agreement Types:
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SEVERANCE AGREEMENT


This SEVERANCE AGREEMENT (the "Agreement"), dated as of July 1, 1998 is between TOM BROWN, INC., a Delaware corporation (the "Company"), and ________________________ ("Executive").


WHEREAS, the Board of Directors of the Company (the "Board") recognizes the possibility of a proposed or threatened transaction or transactions, the aggregate effect of which may be a Change in Control or an Asset Acquisition (both as defined in Section 2(c) hereof) (each of which is referred to below as a "Transaction");


WHEREAS, the Board has determined that, pending the consideration of such a Transaction, it is imperative that the Company and the Board be able to rely upon Executive to continue in Executive's position, and that the Company be able to receive and rely upon Executive's advice, if requested, as to the best interests of the Company and its shareholders without concern that Executive might be distracted by the personal uncertainties and risks created by such proposed Transaction; and


WHEREAS, the Board has authorized the Company to enter into a severance agreement in the form hereof with Executive.


NOW, THEREFORE, to assure the Company that it will have the continued dedication of Executive and the availability of Executive's advice and counsel notwithstanding the possibility, threat or occurrence of any Transaction, and to induce Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and Executive agree as follows:


1. SERVICES DURING CERTAIN EVENTS.


(a) Executive agrees that Executive will not voluntarily
leave the employ of the Company, and will render the services
contemplated in the recitals to this Agreement, during the pendency of
any Transaction and until such Transaction has been consummated or the
discussions relating to any such Transaction are terminated.


(b) In the event an Asset Acquisition with a Person other
than the Company is proposed or a Person begins a tender or exchange
offer or takes other steps to effect a Change in Control, Executive
agrees that Executive will not voluntarily leave the employ of the
Company, and will render the services contemplated in the recitals to
this Agreement, until such Asset Acquisition is effected or terminated
or such Person has abandoned or terminated its efforts to effect a
Change in Control or until a Change in Control has occurred.


2. TERMINATION FOLLOWING CERTAIN EVENTS. Except as provided in Section 4 hereof, the Company will provide or cause to be provided to Executive the rights and benefits described in Section 3 hereof in the event that Executive's employment by the


2 Company is terminated within two (2) years following an Asset Acquisition or a Change in Control (or, if prior to an Asset Acquisition or a Change in Control, the Executive's employment by the Company is terminated and if it is reasonably demonstrated by the Executive that such termination of employment was at the request of a third party who has taken steps reasonably calculated to effect an Asset Acquisition or a Change in Control or otherwise arose in connection with or anticipation of an Asset Acquisition or a Change in Control) and such termination is instituted:


(a) by the Company for reasons other than:


(i) (as defined in Section 4(a) hereof),

(ii) Executive's death or disability, or

(iii) Executive's retirement on or after
reaching age 65 ("Normal Retirement Date"), or


(b) by Executive following the occurrence of any of the
following events without Executive's written consent (but in no event
upon termination for cause, as defined in Section 4(a) hereof, by the
Company):


(i) the assignment of Executive to any duties or
responsibilities that are materially inconsistent with
Executive's position and status with the Company,


(ii) the reduction of Executive's Earnings (as
defined in Section 3(a)) (including any deferred portion
thereof),


(iii) a diminution in (A) Executive's eligibility
to participate in bonus, stock option, incentive award and
other compensation plans or (B) employee benefits (including
but not limited to medical, dental, life insurance, long term
disability and supplemental employee retirement plans) and
perquisites applicable to Executive, or


(iv) a change in the location of Executive's
principal place of employment by the Company from the location
where Executive was principally employed,


each such event determined as compared to Executive's terms and
conditions of employment immediately prior to such Asset Acquisition
or Change in Control or anticipatory period preceding such Asset
Acquisition or Change in Control, if applicable.


(c) Certain Definitions. For purposes of this Agreement: 3
(i) an "Asset Acquisition" shall be deemed to
have occurred if any Person, a group or groups of related or
unrelated Persons acquires more than fifty percent (50%) in
value of the oil and gas properties of the Company pursuant to
one or more transactions with the Company during the term of
this Agreement.


(ii) a "Change in Control" shall be deemed to have
occurred if (A) any Person is or becomes the Beneficial Owner
(as defined in Section 2(c) hereof) of securities of the
Company representing twenty percent (20%) or more of the
Voting Power (as defined in Section 2(c) hereof), (B) there
shall occur a change in the composition of a majority of the
Board within any period of four (4) consecutive years which
change shall not have been approved by a majority of the Board
as constituted immediately prior to such change in
composition, (C) at any meeting of the shareholders of the
Company called for the purpose of electing directors, more
than one of the persons nominated by the Board for election as
directors shall fail to be elected, or (D) the consummation of
a merger, consolidation, sale of substantially all of the
assets of the Company or other reorganization of the Company,
other than a reincorporation, in which the Company does not
survive.


(iii) (A) "Person" shall have the meaning set forth
in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange
Act of 1934, as in effect on May 1, 1995, (B) "Beneficial
Owner" shall have the meaning set forth in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, as in effect
on May 1, 1998, and (C) "Voting Power" shall mean the voting
power of the outstanding securities of the Company having the
right under ordinary circumstances to vote at an election of
the Board.


3. RIGHTS AND BENEFITS UPON TERMINATION. Subject to the conditions set forth in Section 4 hereof, in the event Executive is entitled pursuant to Section 2 hereof to receive the rights and benefits described in this Section 3 as a result of the termination of Executive's employment ("Termination"), the Company agrees to provide or cause to be provided to Executive the following rights and benefits:


(a) Cash Payment. Executive shall be entitled to receive
not later than five (5) days following the date of Termination a
lump-sum payment in cash in an amount equal to a multiple of
____________ (____) times the Executive's Earnings (as such term is
defined below). For purposes of this Agreement, "Earnings" shall mean
the total of (i) the
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