Exhibit 10.1
EMPLOYMENT AGREEMENT
This Agreement, made and entered into this 1st day of July, 1995, by
and between ALAMCO, INC., a Delaware corporation with its principal offices at
200 West Main Street, Clarksburg, West Virginia (the "Company"), and STEVEN E.
MAY, (the "Executive").
WHEREAS, the Company and the Executive were parties to that certain
Employment Agreement made as of July 1, 1991 (the "Prior Agreement") which was
terminated effective as of June 30, 1995 by letter dated March 27, 1995; and
WHEREAS, the Company and the Executive desire to extend, on a
temporary basis, employment with the Company under the terms and conditions
herein set forth.
NOW, THEREFORE, the parties hereto, intending to be legally and
mutually bound, do hereby agree as follows:
1. EMPLOYMENT
The Company does hereby agree to employ the Executive as its
Vice President and Controller, and the Executive agrees to be so employed, on
the terms and conditions set forth herein.
2. TERM
This Agreement shall commence on July 1, 1995 and shall extend
from month to month thereafter until terminated by either party as set forth in
this Agreement.
3. DUTIES
The Executive shall perform all of the duties commonly performed
by a controller for the Company, and shall be subject to such further instruc-
tions as may be issued from time to time within the general scope of those
duties by the Board of Directors of the Company, or its designated representa-
tive. The Executive shall devote all his time, energies, and skills to such
duties during the term hereof.
4. COMPENSATION
4.1 As consideration for the services to be rendered by the
Executive to the Company hereunder, the Company shall pay the Executive a
monthly salary of $6,583.34, prorated in accordance with the Company's standard
payroll schedules.
4.2 In addition to the foregoing, the Executive shall be
entitled to:
(a) participate and be included in the Company's health and
life insurance plans or policies maintained by the Company during the term of
this Agreement;
(b) participate in the Alamco, Inc. Employee Savings and
Protection Plan and the Company's Flexible Benefits Plan as may be in effect
during the term hereof, which benefits shall be determined in accordance with
the respective Plans;
(c) continue in effect the term of any stock options
currently held by the Executive until the earlier of the last payment made under
this Agreement, including severance payments, or the expiration date of the
Options;
(d) reimbursement of all expenses reasonably incurred by
the Executive in connection with the performance of his duties on behalf of the
Company, including, without limitation, travel, lodging, and reasonable business
entertainment expenses;
(e) vacation and sick leave and personal time benefits in
accordance with Company policies, and;
(f) the $3,000 balance of the Executive's bonus payment to
be paid on October 15, 1995.
4.3 In addition to the compensation set forth in Sections 4.1
and 4.2, the Executive shall be paid severance of $39,500.04, in equal monthly
installments of $6,583.34 commencing on July 31, 1995. The Executive agrees
that this severance pay shall fully and completely satisfy any and all obliga-
tions of the Company under the Prior Agreement.
5. TRADE SECRETS
5.1 The Executive acknowledges that he has heretofore acquired
and hereafter anticipates acquiring detailed knowledge of the Company's business
and affairs. In view of the nature of the services which the Executive is
capable of performing for the Company, the Executive also acknowledges that
those services will have peculiar value to the Company, the loss of which cannot
be adequately compensated by monetary damages.
5.2 The Executive therefore agrees that he shall not, during the
term of his employment hereunder or thereafter, divulge to any third party
information obtained in the course of his employment including, without limita-
tion, any information concerning the Company's business, operations, affairs,
rates, investors, customers, geological data, well logs, well locations,
acreage, reserves of gas or oil, finances, plans or policies to the extent the
same are not already matters of public knowledge.
5.3 All such information shall be regarded as secret, confiden-
tial, and proprietary to the Company and shall be used by the Executive for no
other purpose than to pursue the Company's business and affairs.
5.4 In view of his unique skills and knowledge, the Executive
shall not, without the Company's express prior written consent, during the term
hereof or, unless otherwise agreed to in writing by the Board of Directors, for
a period of time equal to six (6) months following the expiration of this
Agreement, engage in any business (as proprietor, officer, director or share-
holder) which is competitive with the Company's gas and oil business; provided,
however, that the foregoing provision shall not prohibit the Executive from
investing in a publicly held company in which he owns less than one percent (1%)
of the equity.
5.5 If the Executive competes with the Company in violation of
Section 5.4 hereof or discloses or threatens to disclose any of the information
described in Section 5.2 concerning the Company, the Company shall be deemed to
be subject to irreparable injury and shall be entitled to immediate injunctive
or other similar equitable relief to restrain the Executive from so competing
with the Company or from so disclosing its proprietary information to a third
party, including any competitor of the Company. The foregoing relief shall be
in addition to any other remedies to which the Company may be entitled under
law.
6. TERMINATION
6.1 This Agreement may be terminated by either party by giving
written notice to the other party. The termination shall be effective ten days
after such notice is given.
7. DEATH OR DISABILITY
7.1 If the Executive shall have become permanently disabled or
if employment hereunder terminates by reason of the Executive's death, all
future obligations of the Company hereunder shall, at the Company's election,
cease; provided, however, that benefits and rights theretofore vested under any
pension, profit-sharing, or insurance plan of the Company shall remain unim-
paired thereby.
7.2 If the Executive's death shall have occurred after the
termination of employment hereunder and if, but for his death, the Executive
would have been entitled to receive additional payments hereunder in respect of
his employment, such payments shall thereafter be paid as directed by the
Executive in his last will and testament, or failing such direction, to the
estate of the Executive.
8. NO ASSIGNMENT
Except by order of a court of competent jurisdiction, action by
an administrative agency, or otherwise in accordance with applicable law, this
Agreement and the rights, interests and benefits hereunder shall not be as-
signed, transferred, pledged, or hypothecated in any way by the Executive or by
the Company and shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge or hypothecation or the
levy of any execution, attachment or similar process thereon shall be null and
void and without effect.
9. SUCCESSORS AND ASSIGNS
This Agreement shall be binding on and inure to the benefits of
the parties hereto and their respective successors, heirs and assigns; provided,
however, that neither party may assign his or its rights hereunder without the
other's express prior written consent.
10. NOTICES
Any notice required to be given hereunder shall be sufficient if
in writing and submitted by first class mail, postage prepaid, if to the
Executive as follows:
Steven E. May
141 Ridgeway Drive
Bridgeport, WV 26330
and if to the Company, to it at the address first above written, attention Chief
Executive Officer.
11. EFFECT OF PRIOR AGREEMENTS
This Agreement contains the entire understanding between the
parties hereto and supersedes any prior employment agreement between the
Executive and the Company.
12. AMENDMENT
Any amendment or supplement hereto shall be in writing and
signed by the parties hereto.
13. SEVERABILITY
Any provision of this Agreement that is invalid, illegal, or
unenforceable in any respect in any jurisdiction shall be, as to such jurisdic-
tion, ineffective to the extent of such invalidity, illegality, or unenforce-
ability without affecting the remaining provisions hereof; and any such invalid-
ity, illegality, or unenforceability in any such jurisdiction shall not invali-
date or in any way affect the validity, legality or enforceability of such
provision in any other jurisdiction.
14. GOVERNING LAW
This Agreement shall be governed by, construed under, and
enforced in accordance with the laws of the State of West Virginia applicable to
contracts made in such state by residents thereof and to be performed entirely
within such state.
15. ARBITRATION
Any controversy or claim arising out of or relating to this
Agreement, shall be settled by arbitration in the City of Pittsburgh, Pennsylva-
nia. The arbitration shall be conducted in accordance with the rules of the
American Arbitration Association. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
respective hands and seals the day and year first above written.
ATTEST:
(CORPORATE SEAL) ALAMCO, INC.
/s/ Jane Merandi By: /s/ John L. Schwager
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Secretary President and
Chief Executive Officer
EXECUTIVE
/s/ Steven E. May
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Steven E. May