Exhibit 10.24
SAMSON RESOURCES SPECIAL AGREEMENT
WITH BRIAN TRIMBLE OF 2012
This Samson Resources Special Agreement with Brian Trimble of 2012 (“Agreement”) is entered effective October 1, 2012 by and between Samson Resources Company (“Company”), a subsidiary of Samson Investment Company, and Brian Trimble, an executive of theCompany (“Executive”). As used in this Agreement, “Samson” is defined as, shall mean and shall include (i) Samson Resources Company, (ii) Samson Resources Corporation, (iii) Samson Investment Company and any of its other subsidiary companies (including, without limitation, Samson Lone Star, LLC and Samson Contour Energy E&P LLC), and (iv) any successor to all or part ofSamson’s business pursuant to aChange of Control which successor assumes and agrees to perform this Agreement or which otherwise becomes bound by all the terms and provisions hereof by operation of law.
Other than the terms defined above, all capitalized and italicized terms appearing herein have the meaning set forth in Section III of this Agreement.
WHEREAS, thisAgreement is intended to retainExecutive, maintain a stable work environment forExecutive, and allowExecutive to more effectively perform his assigned duties; and
WHEREAS, thisAgreement is intended to benefit and its potential shareholders by providing stable conditions of employment forExecutive and to assure theCompany of continued dedication ofExecutive notwithstanding the possibility or occurrence of certain events, thereby enhancing theCompany’s ability to attract and retain highly qualifiedExecutives; and
WHEREAS, thisAgreement is intended to specify the financial arrangements that theCompany will provide toExecutive upon the occurrence of certain events described herein.
NOW THEREFORE, to implement the foregoing and in consideration of the mutual agreements contained herein, the Parties agree as follows:
I.Bonus Arrangements
| | 1. | Hiring Bonus.Executive has been paid a hiring bonus of $200,000.00, less applicable tax withholdings. In the event theExecutive voluntarily terminates his employment with theCompany on or prior to October 1, 2013,Executive shall upon such termination repay to theCompany the hiring bonus of $200,000.00, net of (or less) previous tax withholdings |
| | 2. | Guaranteed Bonus Amounts.Executive will be eligible to participate inSamson’s annual discretionary bonus program, subject to the terms and conditions thereof (including continued employment through the bonus payment date); PROVIDED that, in no event shall theAnnual Bonuses determined forExecutive for the fiscal years (and calendar years) ending December 31, 2012 and December 31, 2013, respectively, be less than the product of (x) $207,000.00 and (y) a fraction, the numerator of which is equal to the number of days in each such fiscal year (2012 and 2013, respectively) in which Executive is actually employed with theCompany, and denominator of which is 365. Any bonus payable toExecutive shall be less applicable tax withholdings. |
II.Severance Payment
Subject to the provisions herein and the satisfaction of theRelease Requirements as defined and set out in Section III and inAppendix A hereto, theCompany shall provideExecutive with aSeverance Payment in the event of aSeverance occurring within (a) two (2) years from the date of thisAgreement or (b) one (1) year from the date of aChange of Control. SuchSeverance Payment shall be payable on the sixtieth (60th) day following theSeverance Date.
III.Definitions
For purposes of thisAgreement, the following terms shall have the following meanings:
| | 1. | “Annual Base Salary” shall mean the amount ofExecutive’s yearly base salary rate, as shown inSamson’s payroll records from time to time. |
| | 2. | “Annual Bonus” shall meanExecutive’s annual performance-based cash bonus determined under the terms ofSamson’s annual discretionary bonus program in existence from time to time.Annual Bonuses are currently scheduled to be paid on or about April 1st following each fiscal (and calendar) year. |
| | 3. | “Annual Cash Compensation” shall mean the sum ofExecutive’s Annual Base Salary that is in effect as of theSeverance Date.Executive’s Annual Cash Compensation shall specifically EXCLUDE (i) Executive’s Annual Bonus and any payments for (ii) overtime, (iii) other benefits or allowances, and (iv) any special bonuses (including any hiring bonus), other bonuses or equity based incentive granted either before or after, or in any way associated with, aChange of Control, including, without limitations, stock options, stock ownership inSamson or other rights awarded toExecutive pursuant to the Equity Plan. |
| | 4. | “Cause” shall mean the occurrence of any of the following events: |
| | a. | Executive’s commission of any serious crime involving fraud, dishonesty or breach of trust as toSamson (including but not limited to misrepresentation, embezzlement or misappropriation); |
| | b. | Executive’s material violation of either (i) any applicable confidential and proprietary information policy ofSamson or (ii) any applicable code of conduct policy ofSamson, as then in effect; |
| | c. | Executive’s conviction, guilty plea, deferred adjudication or other trial diversion regarding any felony or any crime involving moral turpitude; or |
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| | d. | Executive’s failure to perform his or her duties in any material respect (other than any failure resulting fromExecutive’s incapacity due to physical or mental illness or disability) orExecutive’s gross negligence or intentional misconduct in the performance of his or her duties, including any act or acts which affect the image or reputation ofSamson or which result in material financial loss toSamson. |
Notwithstanding the immediately preceding item d., any of the circumstances described in said item d may not serve as the basis forCause unless (i) theCompany provides written notice toExecutive within thirty (30) days followingCompany’s initial knowledge of the existence and effect of the event(s) constitutingCause and (ii) Executive fails to cure such event(s) within thirty (30) days after receipt of such notice. Furthermore, no act or failure to act byExecutive shall be considered “intentional” unless done or omitted to be done byExecutive in bad faith and without reasonable belief that his or her action or omission was in the best interests ofSamson.
| | 5. | “Change of Control” shall mean (i) the sale of all or substantially all of the assets (i.e., at least 80%) (in one transaction or a series of related transactions) of Samson Resources Corporation, a corporation controlled by affiliates of Kohlberg Kravis Roberts & Co. L.P., Itochu Corporation, Natural Gas Partners L.P. and Crestview Partners L.P. (together, the “Sponsors”) or Samson Investment Company, as applicable, to anyPerson (or group ofPersons acting in concert), other than to theSponsors or their affiliates; or (ii) a merger, recapitalization or other sale (in one transaction or a series of related transactions) by Samson Resources Corporation, theSponsors or any of their respective affiliates (which includes, for the avoidance of doubt, Samson Investment Company), to aPerson (or group ofPersons acting in concert) of equity interests or voting power that results in anyPerson (or group ofPersons acting in concert) (other than theSponsors or their affiliates) owning more than 50% of the equity interests or voting power of Samson Resources Corporation or Samson Investment Company, (or any resulting company after a merger). For the avoidance of doubt, none of anInitial Public Offering, stock dividend, stock split or any other similar corporate event shall alone constitute aChange of Control. |
| | 6. | “Code” shall mean the Internal Revenue Code of 1986, as amended. |
| | 7. | “Employment Offer” shall mean that certain letter agreement betweenSamson andExecutive titled “Employment Offer to Brian Trimble” dated August 21, 2012. |
| | 8. | “Equity Plan” shall meanSamson’s 2011 Stock Incentive Plan and related equity documents including, but not limited to,Executive’s Management Stockholder’s Agreement withSamson entered into as of August 21, 2012,Executive’s Option Award Agreement withSamson dated August 21, 2012 andExecutive’s Sale Participation Agreement with “Investors” (as defined in such agreement) dated August 21, 2012. |
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| | 9. | “Good Reason” shall mean the occurrence of any of the following events withoutExecutive’s prior agreement and written consent: |
| | a. | a diminution inExecutive’s Annual Base Salary or opportunity to earn anAnnual Bonus (except as suchAnnual Bonus for periods not covered by Section I.2. of thisAgreement may be affected by the performance of any ofSamson, theSamson business unit in whichExecutive works, orExecutive); |
| | b. | relocation ofExecutive’s primary place of employment to a location more than 50 miles from his or her primary place of employment immediately prior to any such relocation (EXCLUDING for the avoidance of doubt the relocation required in order forExecutive to become employed withSamson as contemplated underExecutive’s Employment Offer); or |
| | c. | a material breach bySamson of any of its obligations toExecutive under thisAgreement. |
| | d. | the assignment of duties and responsibilities on a continuing basis toExecutive that are materially inconsistent with his or her position or title at the particular part ofSamson prior to such assignment. |
Notwithstanding the foregoing, any of the circumstances described in the items immediately above may not serve as the basis forGood Reason unless (i) Executive provides written notice to theCompany within thirty (30) days ofExecutive’s initial knowledge of the existence and effect of the event(s) constitutingGood Reason and (ii) theCompany fails to cure (to the extent curable) such events(s) within thirty (30) days after receipt fromExecutive of such notice; PROVIDED thatGood Reason will cease to exist with respect to an event thirty-one (31) days followingExecutive’s initial knowledge of the existence and effect of such event, andExecutive will be deemed to have waived the right to claimGood Reason with respect to that event, provided further that the separate occurrence of an event similar to a waived event but arising out of new facts or circumstances will also constituteGood Reason and will be subject to a separate written notice and waiver procedure.
| | 10. | “Initial Public Offering” shall mean the initial sale of shares of common stock of Samson Resources Corporation to the public subsequent to the date hereof pursuant to a registration statement under the Securities Act of 1933 which has been declared effective by the Securities Exchange Commission (other than a registration statement on form S-4, S-8 or any other similar form). |
| | 11. | “Person” shall mean “person” as such term is used for purposes of Section 13(d) or 14(d) of the Securities Act of 1933. |
| | 12. | “Release Requirements” shall mean, with regard to theSeverance Payment toExecutive described in Section II hereof, the execution byExecutive, no later than fifty-three (53) days following the termination ofExecutive’s employment withSamson, of an effective general waiver and release of claims agreement in favor ofSamson, substantially in the form attached hereto asAppendix A, PROVIDED thatExecutive does not revoke such general waiver and release of claims agreement within the seven (7) day statutory revocation period followingExecutive’s execution of same. |
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| | 13. | “Severance” shall mean either: (a) the involuntary termination ofExecutive’s employment bySamson other than forCause, or (b) a voluntary termination ofExecutive’s employment withSamson forGood Reason. Notwithstanding items (a) and (b) above, the following shallnot be considered aSeverance: (i) Executive’s refusal, withoutGood Reason, of an offer to transfer to a comparable position withinSamson or a business entity controlled by the purchaser or purchasers of Samson Resources Corporation in conjunction with aChange of Control or (ii) Executive’s death or total disability. |
| | 14. | “Severance Date” shall mean the date on whichExecutive becomes subject to aSeverance and is no longer employed bySamson. |
| | 15. | “Severance Payment” shall mean a single lump sum payment of 150% ofExecutive’s Annual Cash Compensation, less applicable tax withholdings. |
IV.Confidentiality andExecutive Obligations
| | 1. | As a condition to, and in consideration of,Samson’s decision to enter into thisAgreement,Executive acknowledges thatExecutive is bound by and subject to, andExecutive covenants and agrees to continue to comply with the terms and provisions ofSamson’s Confidential and Proprietary Information and Materials Policy,Samson’s Business and Ethics Code of Conduct Policy, and anySamson policies incorporated therein, replacement policies thereof issued and in place atSamson on theSeverance Date, and allSamson policies incorporated therein, duringExecutive’s employment withSamson or any of its subsidiaries and at all times thereafter (including, without limitation, following anySeverance).Executive further agrees to return toSamson promptly following theSeverance Date anySamson owned property in possession ofExecutive. |
| | 2. | Notwithstanding paragraph 1 above, if at any time a court holds that the restrictions stated in such paragraph 1 are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because theExecutive’s services are unique and because theExecutive has had access to confidential information, the parties hereto agree that money damages will be an inadequate remedy for any breach of thisAgreement. In the event of a breach or threatened breach of thisAgreement,Samson or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). |
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| | 3. | To the extent any terms or provisions are inconsistent between thisAgreement and the underlyingEquity Plan, the terms and provisions of theEquity Plan shall control. |
V.409A Compliance
In the event any payments toExecutive required to be made upon his or herSeverance under thisAgreement are determined, in whole or in part, to constitute “nonqualified deferred compensation” (“NQDC”) within the meaning of Section 409A of theCode, andExecutive is considered a “specified employee” within the meaning of Section 409A of theCode at the time of suchSeverance, then the determination of whether and what amount of any such payment to theExecutive made under thisAgreement constituteNQDC shall be made bySamson, and any such determination shall be final and binding onSamson and theExecutive.Samson makes no representation as to whether any such payment or any part thereof constitutes or may constituteNQDC. NeitherSamson nor any of its directors, officers,Executives or agents shall have any liability to theExecutive or any other person for (i) any amounts incurred by theExecutive or any such other persons by reason of the determination made bySamson pursuant to this Section V or (ii) any act or omission bySamson or any of its directors, officers, executives or agents in the course of or as a result of making such determination. ThisAgreement is intended to comply with, or otherwise be exempt from, Section 409A of theCode. ThisAgreement shall be administered, interpreted, and construed in a manner consistent with Section 409A of theCode. No payment under thisAgreement that constitutesNQDC shall be accelerated unless such acceleration is permissible under Treasury Regulation Sec. 1.409A-3(j)(4).
VI.Release Document
The form of the general waiver and release of claims agreement required by theRelease Requirements are attached asAppendix A hereto. The terms ofAppendix A are hereby incorporated by reference into thisAgreement.
VII.Amendment and Termination ofAgreement
ThisAgreement may not be amended without the written consent ofExecutive.
VIII.General Provisions
| | 1. | Any change in the ownership of the outstanding shares of voting common stock of Samson Resources Corporation or Samson Investment Company shall not alleviate theCompany of its duty to perform under thisAgreement. |
| | 2. | All payments under thisAgreement will be reduced by applicable tax and other statutory withholdings, and will be subject to applicable tax reporting, as determined bySamson. |
| | 3. | Neither the execution of thisAgreement, nor any modification of thisAgreement, nor the creation of any fund, trust or account, nor the payment of any amounts or benefits will be construed as (i) altering any other terms or conditions ofExecutive’s employment, EXCEPT that thisAgreement expressly modify and supersede the |
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| | “HIRING BONUS”, “BONUS PROGRAM” and “SEVERANCE PLAN” provisions ofExecutive’s Employment Offer, (ii) givingExecutive, or any person whomsoever, the right to be retained in the service ofSamson or any of its subsidiaries, or (iii) affecting or impairingSamson’s, or its subsidiaries’, ability to terminateExecutive’s employment at any time prior to aChange of Control (subject only to the operative provisions of thisAgreement and theEquity Plan). For the avoidance of doubt, the provisions of thisAgreement and/or theEquity Plan do not, in any way, negate the employment-at-will or similar conditions of employment applicable toExecutive, and nothing contained herein is intended to be, nor shall it be construed as, a contract for employment. |
| | 4. | ThisAgreement and theEquity Plan constitute the only valid and enforceable agreement betweenSamson andExecutive relating toExecutive’s potentialSeverance and the receipt of benefits or payments relating to such potentialSeverance. Further, for the avoidance of doubt, ALL references to a “Change of Control Agreement” contained inExecutive’s Employee Stockholder’s Agreement withSamson entered into as of August 21, 2012 are intended to, and shall be deemed to, reference this Agreement. Notwithstanding the foregoing, should any other agreement or plan relating toExecutive’s potentialSeverance or the receipt of payments or benefits relating thereto be found to exist, such other agreement or plan is hereby deemed to be (i) terminated and of no further force and effect and (ii) replaced and superseded in its entirety by thisAgreement and theEquity Plan. |
| | 5. | ThisAgreement shall inure to the benefit of and be enforceable byExecutive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. IfExecutive should die while any amounts would still be payable to him or her under thisAgreement, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms hereof toExecutive’s designee or, if there be no such designee, toExecutive’s estate. Except by will or intestacy as set forth in this paragraph, no right, benefit or interest ofExecutive under thisAgreement shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect. |
| | 6. | Except as otherwise provided herein or by applicable law: (i) no right or interest ofExecutive under thisAgreement will be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution, levy, garnishment, attachment, pledge or in any other manner and (ii) no attempted assignment or transfer thereof will be effective. When a payment is due under thisAgreement toExecutive whenExecutive is unable to care for his or her affairs, payment may be made directly to his or her legal guardian or personal representative. |
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| | 7. | If any provision of thisAgreement is held invalid or unenforceable, such invalidity or unenforceability will not affect any other provisions hereof, and thisAgreement will be construed and enforced as if such provisions had not been included. |
| | 8. | ThisAgreement will be governed by and construed and enforced according to the laws of the State of Oklahoma, without regard to conflicts of laws (to the extent not preempted by federal law, which will otherwise control). |
| | 9. | ThisAgreement’s headings and captions are provided for reference and convenience only, will not be considered part of thisAgreement, and will not be employed in the construction of thisAgreement. |
IX.Execution and Acknowledgement
Executive hereby confirms his or her receipt, understanding and acceptance of the terms set forth in thisAgreement and its Appendix. In witness whereof, each of the parties hereto has executed thisAgreement as of the Date(s) written below:
| | | | | | |
| | | | EXECUTIVE |
| | |
| Date:October 1, 2012 | | | | /s/ Brian Trimble |
| | | | Brian Trimble |
| | |
| | | | SAMSON RESOURCES COMPANY |
| | |
| Date:October 1, 2012 | | | | /s/ Philip W. Cook |
| | | | By: | | Philip W. Cook |
| | | | Its: | | Chief Financial Officer |
| | |
| | | | Approved as to form by |
| | | | SAMSON INVESTMENT COMPANY /s/ Claire Farley |
| | | | By: | | Claire Farley |
| | | | Title: | | Board Member |
| | | | Date: | | October 1, 2012 |
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APPENDIX A TO
SAMSON INVESTMENT COMPANY
CHANGE OF CONTROL AGREEMENT
GENERAL WAIVER AND RELEASE OF CLAIMS AGREEMENT
This General Waiver and Release of Claims Agreement (this “Release”) is being entered into by and between Brian Trimble (“Executive”) and Samson Resources Company (“Employer”), a subsidiary of Samson Investment Company, subject to the terms and conditions set forth in this release, for the purpose of complying with the “Release Requirements” as defined and contained in the Samson Resources Special Agreement with Brian Trimble of 2012 (the “Agreement”). As used in this Release, “Employer” is defined to include (i) Samson Resources Company, (ii) Samson Resources Corporation, (iii) Samson Investment Company and any of its other subsidiary companies (including, without limitation, Samson Lone Star, LLC, Samson Contour Energy E&P, LLC ), and (iv) any successor to all or part of Employer’s business pursuant to aChange of Control. Other than the terms defined above, all capitalized terms appearing herein have the meaning set forth in the Agreement or as otherwise defined herein.
Executive and Employer acknowledge that a “Severance” (as defined in the Agreement) has occurred and that Executive is being offered payment pursuant to the Agreement, subject to the execution (without revocation by Executive) of this Release.
Severance Payment
| 1. | In exchange forExecutive’s promises in this Release, Employer agrees to tender to Executive the “Severance Payment” (as defined and as set forth in Section III of the Agreement). |
| 2. | Executive agrees that he or she will be entitled to receive such Severance Payment only if Executive accepts, executes and does not revoke this Release, which requires Executive to release both known and unknown claims occurring prior to the date the Executive signs this Release. |
| 3. | Executive agrees that the Severance Payment tendered under Section II of the Agreement constitute fair and adequate consideration for the execution of this Release and is an extra benefit to which Executive would not otherwise be entitled. Executive further agrees that Executive has been fully compensated for all wages and fringe benefits, including, but not limited to, paid and unpaid leave, due and owing, and such Severance Payment is in addition to payments and benefits to which Executive is otherwise entitled. |
Claims That Are Being Released
| 4. | Executive agrees that this Release constitutes a full and final release by Executive and Executive’s descendants, dependents, heirs, executors, administrators, assigns, and successors, of any and all claims, charges, and complaints, whether known or unknown, that Executive has or may have to date against Employer and any of its parents, subsidiaries or affiliated entities, or the agents, plans or programs administering such |
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| | Employer’s benefit plans (including the Employment Offer, and the Agreement and Severance Payment due thereunder), and their respective officers, directors, managers, members, shareholders, Executives, predecessors, successors, and assigns, arising out of or related to Executive’s employment or the termination thereof, any agreements between Executive and Samson, or otherwise based upon acts, events or other sets of fact that occurred on or before the date on which Executive signs this Release. To the fullest extent allowed by law, Executive hereby waives and releases any and all such claims, charges, and complaints in return for the Severance Payment set forth in the Agreement. This release of claims is intended to be as broad as the law allows, and includes, but is not limited to, rights arising out of alleged violations of any contracts, express or implied, any covenant of good faith or fair dealing, express or implied, any tort or common law claims, any legal restrictions on Employer’s right to terminate Executive, and any claims under any federal, state, municipal, local or other governmental statute, regulation, or ordinance, including, without limitation: |
| | a. | Claims of discrimination, harassment, or retaliation under equal employment laws such as Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Rehabilitation Act of 1973, and the Equal Pay Act, and any and all other federal, state, municipal, or local equal opportunity laws; |
| | b. | Claims of wrongful termination of employment; statutory, regulatory, and common law “whistleblower” claims; and claims for wrongful termination in violation of public policy; |
| | c. | Claims arising under the Executive Retirement Income Security Act of 1974, except for any claims relating to vested benefits under Employer’s or its affiliates’ Executive benefit plans, as applicable; |
| | d. | Claims of violation of wage and hour laws, including, but not limited to, claims for overtime pay, meal and rest period violations, and recordkeeping violations; and |
| | e. | Claims of violation of federal, state, municipal, or local laws concerning leaves of absence, such as the Family and Medical Leave Act. |
Claims That Are Not Being Released
| 5. | This Release does not include any claims that may not be released as a matter of law, and this Release does not waive claims or rights that arise after Executive signs this Release. Further, this Release will not prevent Executive from doing any of the following: |
| | a. | Obtaining unemployment compensation, state disability insurance, or workers’ compensation benefits from the appropriate agency of the state in which Executive lives and works, provided Executive satisfies the legal requirements for such benefits (nothing in this Release, however, guarantees or otherwise constitutes a representation of any kind that Executive is entitled to such benefits); |
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| | b. | Asserting any right that is created or preserved by the Agreement or this Release, such as Executive’s right to receive the Severance Payment as set forth in the Agreement; and |
| | c. | Filing a charge, giving testimony or participating in any investigation conducted by the Equal Employment Opportunity Commission or any duly authorized agency of the United States or any state (however, Executive is hereby waiving the right to file any claim or receive any personal monetary recovery or other personal relief should the Equal Employment Opportunity Commission (or any similarly authorized agency) pursue any class or individual charges in part or entirely on Executive’s behalf). |
Additional Executive Covenants
| 6. | Executive confirms and agrees to Executive’s continuing obligations under Section IV of the Agreement (entitled “Confidentiality and Executive Obligations”) following termination of Executive’s employment with Employer and if applicable, under the “Equity Plan” (as defined in the Agreement). |
Voluntary Agreement and Effective Date
| 7. | Executive understands and acknowledges that by signing this Release, Executive is agreeing to all of the provisions stated in this Release, and has read and understood each provision. |
| 8. | The parties understand and agree that: |
| | a. | Executive will have a period of 45 calendar days in which to decide whether or not to sign this Release, and an additional period of seven (7) calendar days after signing in which to revoke this Release. If Executive signs this Release before the end of such 45-day period, Executive certifies and agrees that the decision is knowing and voluntary and is not induced by Employer through (i) fraud, misrepresentation, or a threat to withdraw or alter the offer before the end of such 45-day period or (ii) an offer to provide different terms in exchange for signing this Release before the end of such 45-day period. |
| | b. | In order to exercise this revocation right, Executive must deliver written notice of revocation to Samson’s Vice President-Human Resources on or before the seventh (7th) calendar day after Executive executes this Release. Executive understands that, upon delivery of such notice, this Release shall terminate and become null and void. |
| | c. | The terms of this Release will not take effect or become binding, and Executive will not become entitled to receive the Severance Payment as set forth in the Agreement, until that seven-day period has lapsed without revocation by Executive. If Executive elects not to sign this Release or revokes same within seven (7) calendar days of signing, Executive will not receive such Severance Payment. |
| | d. | All amounts payable hereunder shall be paid in accordance with the applicable terms of the Agreement. |
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| | e. | As applicable, and in compliance with the Age Discrimination in Employment Act (“Act”), Executive is provided the information in Exhibit “1” to this Release as may be required by the Act. |
Governing Law
| 9. | This Release shall be governed by the substantive laws of the State of Oklahoma, without regard to conflicts of law, and by federal law where applicable. |
| 10. | If any part of this Release is held to be invalid or unenforceable, the remaining provisions of this Release will not be affected in any way. |
Executive Consultation With Attorney
| 11. | Executive is hereby encouraged and advised to confer with an attorney regarding this Release. By signing this Release, Executive acknowledges that Executive has consulted, or had sufficient opportunity to consult with, an attorney or a representative of Executive’s choosing, if any, and that Executive is not relying on any advice from Employer, its agents or attorneys in executing this Release. |
| 12. | This Release was provided to Executive for consideration on . |
PLEASE READ THIS RELEASE CAREFULLY; IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
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Executive certifies that Executive has read this Release and fully and completely understands and comprehends its meaning, purpose, and effect. Executive further states and confirms that Executive has signed this Release knowingly and voluntarily and ofExecutive’s own free will, and not as a result of any threat, intimidation or coercion on the part of Employer or its representatives or agents.
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| | | | EXECUTIVE |
| | |
| Date: | | | | |
| | | | Brian Trimble |
| | |
| | | | EMPLOYER |
| | | | Samson Investment Company |
| | |
| Date: | | | | |
| | | | BY: | | |
| | | | ITS: | | |
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EXHIBIT 1 TO
SAMSON INVESTMENT COMPANY
WAIVER AND RELEASE OF CLAIMS AGREEMENT
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