Executive Service Agreement - Harken Energy Corp. and A. Wayne Hennecke
HARKEN ENERGY CORPORATION
EXECUTIVE SERVICE AGREEMENT
THIS EXECUTIVE SERVICE AGREEMENT is made and entered into this ____ day of
_________, 2002 by and between HARKEN ENERGY CORPORATION, a Delaware
corporation, whose principal office is 580 WestLake Park Blvd., Suite 600,
Houston, Texas 77079 ("the Company") and A. WAYNE HENNECKE ("the Executive").
WHEREAS, the Board has determined that it is in the Company's best interest and
that of its shareholders to enter into this Agreement with the Executive to set
forth certain matters regarding Executive's compensation from the Company and to
further terminate that certain Amended and Restated Agreement Regarding
Compensation in Event of a Change in Control ("Change in Control Agreement")
previously entered into between the Company and Executive dated as of December
28, 2000; and
WHEREAS, the Executive is as of the date of this Agreement an officer of the
Company responsible for the duties described in Exhibit "A" hereto and has been
identified by the Board as a person on whom the Company relies and whom it is in
the Company's best interest to retain in its employ; and
WHEREAS, this Agreement when duly signed and accepted by Executive shall define,
set forth and provide the benefits herein described in addition to the benefits
and policies offered and provided to Executive as part of the standard
employment policies and benefits of the Company currently in effect.
NOW THEREFORE, for and in the mutual considerations recited and acknowledged by
both parties hereto, the Company and the Executive agree as follows:
1. Remuneration
The Company shall pay to the Executive compensation, including salary and
allowances, at the rate of $121,500 per annum (or such rate as may from time to
time be agreed or determined upon by the Company and notified to the Executive),
payable by equal semi-monthly instalments in arrears on the fifteenth and on the
last working day of each calendar month. The Company's Board will review the
Executive's compensation. The Company is under no obligation to increase or
decrease the compensation of the Executive after any such review. The
remuneration herein shall be inclusive of any fees to which the Executive may be
entitled to receive at any time during the Term of this Agreement for serving as
a director of the Company or any subsidiary of the Company at the request of the
Company.
2. Expenses
The Company shall reimburse the Executive in respect of all expenses reasonably
incurred by him in the proper performance of his duties, at agreed company rates
and according to existing Company policies regarding expense reimbursement from
time to time subject to the Executive providing such receipts or other evidence
as the Company may reasonably require.
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3. Severance Payment on Termination
In the event that the Executive's employment is terminated for any reason or by
any party, then the Company shall pay to Executive a total sum of $100,000.
4. Term of Agreement
Unless otherwise agreed to in writing by the parties hereto, this Agreement
shall be in effect from the 1/st/ day of April, 2002 and shall continue to be in
effect for a period of one year thereafter.
5. No Guarantee of Employment
This Agreement does not and shall not be construed as a guarantee of continued
employment of Executive by the Company for any period of time. The parties
hereto stipulate and agree that Executive is employed at will by the Company and
the Company may terminate such employment at any time with or without cause,
subject to the severance payments set forth in Section 3 above.
6. Other Matters
As further consideration for this Agreement, the parties agree as follows:
(i) the Change in Control Agreement is hereby terminated and
Executive releases all rights and benefits held thereunder.
(ii) Company will lease an automobile to be provided to Executive
for his use.
(iii) Subject to timing, at the discretion of the Board of
Directors, the Company will grant to Executive a new grant of
stock options under the Company's amended 1996 Incentive and
Nonstatutory Option Plan consisting of no less than 50,000
shares.
7. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Texas, without giving effect to the principles of conflicts of
law thereof.
8. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and replaces, restates in full and supersedes all
other prior agreements and understandings, both written and oral.
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IN WITNESS whereof this Agreement has been executed the day and year first above
written.
HARKEN ENERGY CORPORATION (the Company)
By: /s/ Mikel D. Faulkner
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Name: Mikel D. Faulkner
Its: Chairman and Chief Executive Officer
A. WAYNE HENNECKE (the Executive)
/s/ A. Wayne Hennecke
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