Looking for an agreement? Search from over 1 million agreements now.

Severance Plan Dated July 1, 1998

This is an actual contract by Brown Tom.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
TOM BROWN, INC.


SEVERANCE PLAN


THIS SEVERANCE PLAN (the "Plan") dated as of July 1, 1998 is hereby adopted pursuant to the authorization of the Board of Directors of Tom Brown, Inc., a Delaware corporation, for the benefit of its eligible employees under the following circumstances:


I.


DEFINITIONS AND CONSTRUCTION


1.1 Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.


(a) "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.


(b) "Base Pay" shall mean the annualized base rate of compensation paid by the Company to a Covered Employee (including amounts which the Covered Employee could have received in cash had he not elected to contribute to an employee benefit plan maintained by the Company), excluding overtime pay, commissions, bonuses, employee benefits, added premiums, differentials, and all forms of incentive compensation. Base Pay shall be determined effective as of the date of the Covered Employee's Involuntary Termination. A "Week's Base Pay" shall mean Base Pay divided by fifty- two.


(c) "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.


(d) "Board" shall mean the Board of Directors of the Company.


(e) "Change in Control" shall be deemed to have occurred if (1) any Person is or becomes the Beneficial Owner of securities of the Company representing twenty percent (20%) or more of the Voting Power, (2) 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, (3) 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 (4) the consummation of a merger, consolidation, sale of substantially all of the assets of the 2 Company or other reorganization of the Company, other than a reincorporation, in which the Company does not survive.


(f) "Committee" shall mean the Compensation Committee of the Board.


(g) "Company" shall mean Tom Brown, Inc. and any affiliated entity which is a "Participating Company" hereunder.


(h) "Covered Employee" shall mean any individual who, on or after the Effective Date, is a regular, full-time employee of the Company (not including consultants or temporary, casual or part time employees) other than an employee who is otherwise covered by a pre-existing severance plan or is a party to a written agreement with the Company which separately provides for severance payments or benefits upon such individual's termination of employment with the Company.


(i) "Effective Date" shall mean July 1, 1998.


(j) "Involuntary Termination" shall mean the termination, on or within two years after the Effective Date, of a Covered Employee's employment with the Company as a result of or in connection with an Asset Acquisition or a Change in Control; provided, however, the term "Involuntary Termination" shall not include:


(1) a resignation by the Covered Employee;


(2) a Termination for Cause or a termination
other than as a result of or in connection with an Asset Acquisition
or a Change in Control;


(3) a termination as a result of the Covered
Employee's death;


(4) any termination as the result of the Covered
Employee's disability under circumstances entitling him to benefits
under the Company's long-term disability plan;


(5) any termination which the Company expects to
be of short duration and pursuant to which the Covered Employee is
subject to recall within a reasonable period of time (as determined by
the Committee); or


(6) any termination occurring as a result of or
in connection with an Asset Acquisition or a Change in Control
pursuant to which the Covered Employee is employed with an affiliate
of the Company or an acquiring or merging company.


(k) "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, 1998.


-2- 3
(l) "Severance Amount" shall mean an amount equal to two and one-half (2 1/2) Week's Base Pay for each of such Covered Employee's Years of Service, but in no event shall such amount be less than twelve Week's Base Pay.


(m) "Termination for Cause" shall mean any termination of a Covered Employee's employment with the Company by reason of the Covered Employee's (1) conviction of a felony or a misdemeanor involving moral turpitude, (2) failure to perform his duties or responsibilities in a manner satisfactory to the Company, (3) engagement in conduct which is injurious (monetarily or otherwise) to the Company or any of its affiliates (including, without limitation, misuse of the Company's or an affiliate's funds or other property), (4) engagement in business activities which are in conflict with the business interests of the Company, (5) insubordination or (6) engagement in conduct which is in violation of the Company's safety rules or standards or which otherwise causes injury to another employee or any other person.


(n) "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.


(o) "Year of Service" shall mean, with respect to a particular Covered Employee, each year of such Covered Employee's continuous employment by the Company from his most recent date of hire to the date his employment is subject to an Involuntary Termination (a partial year shall be de
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |