EXHIBIT 10.18
THE MERIDIAN RESOURCE CORPORATION
GEOSCIENTIST WELL BONUS PLAN
ARTICLE I.
PURPOSE
The Board of Directors of the Company creates this Bonus Plan for
geoscience personnel of the Company intending to advance the best interests of
The Meridian Resource Corporation ("the Company") by attracting and retaining
top quality managerial, professional and other key personnel through this use of
incentive bonuses for selected personnel within the eligible group.
ARTICLE II.
DEFINITIONS
2.1 "ANNIVERSARY DATE" means the last day of the fiscal year of the
Company.
2.2 "BONUS" means the right awarded to a Participant and/or Participant
Group to receive a bonus from the Bonus Pool, pursuant to this Plan, in the
amount set out in the Notice of Bonus. A Participant's and/or Participant
Group's Bonus will be expressed as a percentage of the Bonus Pool, as determined
by the Compensation Committee. A Bonus once granted continues pursuant to this
Plan. Bonuses awarded from any given Bonus Pool may not exceed one hundred
percent (100%) of the given Bonus Pool.
2.3 "BONUS DATE" means the last day of each quarter of each fiscal year of
the Company.
2.4 "BONUS POOL" means a pool consisting of a percentage of the Net
Profits from a Designated Well, as determined by the Company, paid by the
Company to the Plan. Each Bonus Pool will be the basis for determining the Bonus
to be paid to each Participant or Participant Group. Each Bonus Pool will carry
a name, which will distinguish it from any other Bonus Pool and will include the
fiscal year of its designation. Each Bonus Pool will be separate from all other
Bonus Pools. Each Bonus Pool shall only contain one Designated Well. Each Bonus
Pool will continue until such time as the Compensation Committee, in its sole
discretion, determines no further Net Profits will be generated by the
Designated Well for that Bonus Pool or until there are no remaining Participants
or Participant Groups in that Bonus Pool, or as otherwise determined herein. Any
Bonus Pool shall be subject to the terms, conditions, and provisions of any
agreement theretofore or thereafter entered into by the Company, which in any
way affects monies or common stock of the Company.
2.5 "CHARGEABLE EXPENDITURES" means the total sum of the following
expenses, incurred by the Company and its Internal Working Interest Partners,
associated, directly or indirectly, with a Designated Well:
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(i) the severance, production, excise, ad valorem, windfall
profits and other taxes on or measured by production
attributable to said Designated Well; PLUS
(ii) the cost of operating and maintaining a Designated Well
(normal lease operating expenses), exclusive of drilling well
overhead rates as provided for in any applicable joint
operating agreement, and exclusive of any costs and expenses
associated with establishment or enhancement of production
including but not limited to the costs of drilling, workovers
(other than normal lease operating expenses associated
therewith), re-drills, deepening, sidetracking, plugging back,
purchasing and setting surface equipment, and/or the
construction of pipeline or plant facilities; PLUS ----
(iii) the fees or other consideration paid by the Company to any
third party, other than an affiliate of the Company, for
services in connection with marketing production of oil and/or
gas (and/or components and by products extracted therefrom)
from or attributable to such Designated Well.
Chargeable Expenditures DOES NOT include any of the following:
(i) any and all lease burdens including, but not limited to,
landowner royalties, overriding royalties, net profits
interest payments, production payments, financing arrangements
and other similar interests which may burden any Designated
Well as a result of agreements between the Company and any
third parties;
(ii) capital expenditures associated with wells, production and
marketing facilities, including, but not limited to, the costs
of drilling, workovers (other than normal lease operating
expenses associated therewith), redrills, deepening,
sidetracking, plugging back, purchasing and setting surface
equipment, and/or the construction of pipeline or plant
facilities; and
(iii) the acquisition and maintenance of mineral interest or the
geologic, geophysical and engineering evaluation relative to
any Designated Well.
2.6 "COMPANY" means The Meridian Resource Corporation.
2.7 "COMPENSATION COMMITTEE" means the Committee established by the Board
of Directors of the Company to administer this Plan.
2.8 "DESIGNATED WELL" means a well (whether or not operated by the
Company) designated by the Compensation Committee, in its sole discretion, to be
included in this Plan. The Company may drill wells (whether or not operated by
the Company) that will not become a Designated Well.
2.9 "EMPLOYEE" means any employee of the Company, who is employed in a
geoscience capacity with the Company who, in the sole discretion of the
Compensation Committee, is in a
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position to materially contribute to the continued growth, development and
financial success of the Company.
2.10 "INTERNAL WORKING INTEREST PARTNERS" means any and all parties
designated as such by the Company and who hold a cost sharing ownership
interest, either actual or beneficial, on a cash basis by virtue of an agreement
between the Company and any such parties in and to any Designated Well.
2.11 "NET PROFITS" means the proceeds received by the Company from the
sale of the oil, gas and minerals (including components and by products
extracted therefrom) that are produced, saved and sold from a Designated Well,
free and clear of all costs and expenses of exploration, development, operation,
production, marketing, processing, treating and transportation to the sales
point, LESS Chargeable Expenditures. If Chargeable Expenditures in any calendar
month exceed the proceeds in the same month for a particular well resulting in a
net loss, such net loss shall be carried forward and applied against the Net
Profits of the succeeding month, or months, for that particular well. The Net
Profits shall be subject to the terms, conditions and provisions of any joint
operating agreement or similar agreement at any time heretofore or hereafter
entered into by the Company with any third parties covering any Designated Well
including, but not limited to, provisions requiring forfeiture of interest for
nonparticipation and recoupment of multiple recovery costs. In the event any
such provisions of any third party agreement come into effect the Net Profit
payments shall be suspended until such costs are recovered or such cause for
suspension is removed. The Net Profits shall also be subject to the terms,
conditions and provisions of any farmout or other agreements under which the
Company acquires or may acquire its mineral interest in a Designated Well. In
the event the interest of the oil, gas and minerals owned by the Company is or
becomes reduced, the Net Profits shall be proportionately reduced to the
proportion thereof, which the working interest owned by the Company in said
Designated Well bears to the entire working interest for said Designated Well.
2.12 "NOTICE OF BONUS" means the notice that will be issued to each
Participant, substantially in the form attached hereto as EXHIBIT "A".
2.13 "PARTICIPANT" means an Employee, who has been awarded a Bonus in a
Bonus Pool either directly or as a part of a Participant Group.
2.14 "PARTICIPANT GROUP" means a group of Participants, which has been
awarded as a group, a Bonus in a Bonus Pool.
2.15 "PLAN" means this The Meridian Resource Corporation Geoscientist Well
Bonus Plan, as amended from time to time.
ARTICLE III.
ADMINISTRATION
3.1 COMPOSITION AND INDEMNITY OF THE COMPENSATION COMMITTEE. The
Compensation Committee shall be composed of those persons, not less than two, as
are appointed by the Board of Directors of the Company, to serve at its
pleasure. The Compensation Committee shall administer and construe this Plan. No
member of the Compensation Committee shall be liable for any act or
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any determination made in good faith. The Company shall, to the fullest extent
permitted by law, indemnify and hold each member of the Compensation Committee
harmless from any and all claims, causes of action, damages and expenses
(including reasonable attorneys' fees and expenses) incurred by the member in
connection with or otherwise relating to his service in that capacity.
3.2 ADMINISTRATION OF PLAN. Construction by the Compensation Committee of
any provision of this Plan shall be final, conclusive and non-appealable. The
Compensation Committee shall determine, in its sole discretion subject to the
provisions of the Plan:
(a) the Employees, who shall participate from time to time in the
Plan;
(b) the Participant Groups, which shall participate from time to
time in the Plan;
(c) the percentage of the Net Profits that will be paid by the
Company to each Bonus Pool;
(d) the calculation of the Net Profits;
(e) which wells, of the wells the Company drills or acquires or
participates in, if any, will be a Designated Well;
(f) the Bonus to be awarded to each Participant and/or Participant
Group and to each Participant in a Participant Group in a
Bonus Pool. In this regard Bonuses awarded to the various
Participants or Participant Groups need not be the same; and
(g) the terms and conditions, if any, not inconsistent with the
terms of this Plan, that are to be placed upon the award of a
Bonus to a Participant or Participant Group or from a Bonus
Pool.
3.3 DELEGATION. The Compensation Committee may, in its discretion,
delegate one of more of its duties to an officer or a committee composed of
officers of the Company, but may not delegate its authority to construe this
Plan or to make the determinations set out in Section 3.2.
3.4 AWARD OF BONUS. The Compensation Committee will issue to each
Participant a "Notice of Bonus", within fifteen (15) working days after the
drilling spud date of each Designated Well. The Notice of Bonus shall set out
the determination of the Compensation Committee, for such Bonus Pool, regarding
the matters set out in Section 3.2.
ARTICLE IV.
CALCULATION OF BONUSES
4.1 CALCULATION OF BENEFITS BASED UPON BONUS POOL. As soon as
administratively possible after each Bonus Date, the Compensation Committee
shall calculate the dollar amount of the Bonus to be paid to each Participant in
each Bonus Pool.
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4.2 CALCULATION OF BONUS POOL BASED UPON DISPOSITION OF DESIGNATED WELLS
FOR A BONUS POOL. The Company shall always be entitled to, at any time, dispose
of any and all interests it may hold with respect to any or all Designated
Wells. The time, price, terms and conditions of such disposal will be as the
Company may determine. When a Designated Well is sold or otherwise disposed of,
the amount to be paid to the Bonus Pool shall be a percentage of the net
proceeds received by the Company from any such sale or disposition (as
determined by the Company), minus a percentage of the costs incurred by the
Company in such sale or disposition (as determined by the Company) and all
taxes, which may be assessed against the Designated Well, because of the sale or
disposition, other than income taxes payable by the Company for its share of
said proceeds, if any.
4.3 CALCULATION OF BONUS UPON LIQUIDATION OF COMPANY. The existence of
outstanding Bonus awards will not affect in any way the right or power of the
Company to make or authorize any or all adjustments or recapitalization or other
changes in the Company's capital structure or its business. Should the Company
elect to liquidate or to enter into any transaction in which it is not the
surviving company ("a Transaction"), unless the surviving or successor company
has formally adopted this Plan and agreed to continue it, in lieu of any Bonus
otherwise payable or to become payable at any time in the future under the Plan,
each Bonus Pool shall be entitled to a payment of an amount equal to the
aggregate present value of the estimated future Net Profits, which may be
expected to be payable by the Company to each Bonus Pool. Calculation of those
estimated future Net Profits shall be determined by the Company, in its sole
discretion, using the Company's latest available external engineering estimate
or the internal estimate if no external estimate exits, of proven recoverable
reserves, annual production rates, revenues, production costs, value's
determined (as a part of a Transaction) for any well or any other factors deemed
relevant. The annual values shall then be discounted to a present value as of
the date of payment at the rate of fifteen percent (15%) per annum. Payment of
this estimated amount will unconditionally relieve, discharge and acquit the
Company of any further obligation to pay any additional amounts to any Bonus
Pool, Participant or Participant Groups under this Plan. The Compensation
Committee shall then pay to each Participant or Participant Group the Bonus from
each Bonus Pool, as calculated pursuant to the Plan.
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4.4 COMPANY'S RIGHT TO SUSPEND, SHUT-IN OR ABANDON ANY DESIGNATED WELL
WITHIN A BONUS POOL. The Company retains the unconditional right at any time, in
its sole discretion, to suspend production from, shut-in or abandon any
Designated Well, which may be included in any Bonus Pool.
ARTICLE V.
PAYMENT OF BONUS
5.1 TIME AND METHOD OF PAYMENT. Each Participant or Participant Groups
having a Bonus awarded under this Plan shall be entitled to receive payment of
the Bonus as soon as administratively feasible, but in no event, later than
sixty (60) days following any Bonus Date. Each Participant's Bonus shall be paid
in cash and/or common stock of the Company, as determined in the sole discretion
of the Compensation Committee. It is contemplated that up to seventy-two percent
(72%) of any payment of a Bonus may be made in the publicly traded stock of the
Company. No interest shall be paid or payable on any Bonus awarded under the
Plan. The Company shall be entitled to deduct from any Bonus paid to any
Participant or Participant Group under this Plan, the sums required by federal,
state or local law to be withheld with respect to the payment of such Bonus. The
Company shall not be required to make any payment until the appropriate
withholding is provided for.
5.2 LENGTH OF PERIOD PARTICIPANT WILL RECEIVE BENEFIT. A Participant's or
Participant Group's right to receive a Bonus from a given Bonus Pool shall
continue, even in the event of Participant's death, for as long as each Bonus
Pool continues, pursuant to Section 2.4, unless any Participant or Participant
Groups forfeits its rights under this Plan. In the event of death of a
Participant, the Company shall suspense payments until the Company has received
documents, satisfactory to Company's counsel, evidencing to whom future payments
should be made. A Participant shall not receive any Bonus, until the Participant
has been employed by the Company for a period of six (6) consecutive months from
said Participant's date of employment. Further, if any Participant is not
employed by the Company for a period of two (2) consecutive years, after said
Participant's date of employment, then such Participant shall automatically
forfeit, immediately upon the date Participant is not employed, all of
Participant's rights to receive all Bonus payment(s).
5.3 FORFEITURE FOR TERMINATION OF EMPLOYMENT. Should a Participant's
employment with the Company be terminated for any reason, the Participant shall
not have any right to participate in the Plan as to any Bonus Pool for any well
whose drilling spud date is after the date of termination.
5.4 INCAPACITY. If any Participant entitled to a Bonus is, in the sole
opinion of the Compensation Committee, physically or mentally incapacitated, to
perform Participant's duties for the Company, the Company will continue to make
payments to which the Participant is entitled to hereunder to any member of the
family of the Participant, who is entitled to payment, for the use and benefit
of the Participant, or the Company may make payments to any person, entity or
institution providing care for the Participant who is then legally entitled to
payment.
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5.5 EMPLOYMENT AGREEMENT. In the event the Participant has a written
employment agreement with the Company, the terms and conditions of the
employment agreement regarding Participant's right to participate in this Plan
will prevail, in the event of a conflict with the provisions of this Plan.
ARTICLE VI.
LIMITATION OF RIGHTS
Nothing in this Plan shall be construed:
(a) to give any Employee any right to be awarded a Bonus other
than in the sole discretion of the Compensation Committee;
(b) to limit in any way the right of the Company to terminate a
Participant's employment with the Company at any time;
(c) to evidence any agreement or understanding, express or
implied, that the Company will employ a Participant in any
particular capacity or for any particular remuneration;
(d) to give any Employee any right to challenge, change or
overturn any decision of the Compensation Committee, as such
decision may be made in the Compensation Committee's sole
discretion; or
(e) to require or obligate the Company to conduct any drilling,
completion or producing operations regarding any Designated
Well.
ARTICLE VII.
ALIENATION OF BENEFITS
No benefit provided by this Plan shall be transferable by the Participant
or Participant Groups, except as provided in this Plan. No right or benefit
under this Plan shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance or charge. Any attempt to transfer, anticipate, alienate,
sell, assign, pledge, encumber or charge any right or benefit under this Plan
shall be void. No right or benefit under this Plan shall, in any manner, be
liable for or subject to any debts, contracts, liabilities or torts of the
person entitled to the right or benefit. If any Participant becomes bankrupt or
attempts to transfer, anticipate, alienate, assign, pledge, sell, encumber or
charge any right or benefit under this Plan, then the right or benefit shall, in
the sole discretion of the Compensation Committee, cease. In that event, the
Company may hold or apply the right or benefit or any part of the right or
benefit for the benefit of the Participant, his or her spouse, children or other
dependents or any of them in the manner and in the proportion that the
Compensation Committee shall deem proper, in its sole discretion, but the
Compensation Committee is not required to do so.
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ARTICLE VIII.
AMENDMENT AND TERMINATION OF PLAN
8.1 AMEND OR TERMINATE AT ANY TIME. The Board of Directors of the Company
may, in its sole discretion, amend or terminate this Plan at any time, subject
to Section 8.2 hereof.
8.2 NO RETROACTIVE EFFECT UPON AWARDED BONUSES. Any amendment or
termination of this Plan will not affect the rights of any Participant or
Participant Groups to a Bonus, which has already been awarded under this Plan
prior to the time of the amendment or the termination.
8.3 AUTOMATIC TERMINATION. If at any time the appropriate governmental
unit determines that the Plan is not a bonus program, but instead a pension or
welfare benefit plan within the meaning of the applicable provisions of the
Employee Retirement Income Security Act of 1974 or similar statute, rule or
order, this Plan shall automatically terminate as of the date the Company
receives notice of that determination.
ARTICLE IX.
RELIANCE UPON GENERAL CREDIT OF THE COMPANY
It is specifically recognized that this Plan is only a general corporate
commitment and that each Participant or Participant Groups must rely upon the
general credit of the Company for the fulfillment of its obligations under the
Plan. Though the Company may hold a Designated Well, which has been designated
for a given Bonus Pool, neither the Plan nor the Bonus Pool creates any claim,
lien, encumbrance, right, title or other interest of any kind whatsoever in any
Participant or Participant Group in any well, property or portion of a property
containing such well or in the Net Profits derived from it. The designation of a
well is only a part of the procedure used in calculating a Bonus due
Participants or Participant Groups under the Plan and provides no legal
entitlement to those specific assets. No specific assets of the Company have
been set aside or pledged in any way for the performance of the Company's duties
under this Plan nor will any future assets be pledged or set aside in any manner
to assure the performance of the Company under this Plan. However, the Company
may, but is not required to create a rabbi trust in connection with this Plan,
but only if it has received a ruling from the Internal Revenue Service that the
creation of that trust does not cause this Plan to be "funded" as that term is
generally used in the Employee Retirement Income Security Act. Thus, the rights
of all Participants or Participant Groups and any persons claiming under any
Participant or Participant Groups shall be those solely of unsecured creditors
of the Company.
ARTICLE X.
GOVERNING LAW
This Plan shall be governed by the laws of the State of Texas. All of the
Parties irrevocably consents to the exclusive jurisdiction of any Texas or
United States Federal Court sitting in Harris County over any action or
proceeding arising out of this Plan. All Parties waive any objections to venue
in Texas and any objection to any action or proceeding in Texas on the basis of
forum non conveniens.
ARTICLE XI.
CONFIDENTIALITY
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11.1 Any information, data or knowledge which is related directly or
indirectly to, any Designated Well, the Bonus Pool, any property or portion of
any property containing any Designated Well, or any geological prospect
containing a Designated Well, is information the Company considers secret,
proprietary and confidential (the "Confidential Information"). By acceptance of
a Bonus, each Employee agrees that for as long as the Employee is receiving a
Bonus and for a period of twelve (12) months after receipt of the final Bonus,
each Employee will keep all Confidential Information confidential and will not
(i) disclose or permit the disclosure of any Confidential Information; and/or
(ii) solicit to employ or attempt to employ or divert any Employee of the
Company or any of its affiliates with knowledge of Confidential Information. The
Confidential Information will not include information in the public domain or
generally known by the public, other than through acts by the Employee. In the
event an Employee breaches this Section 11.1 the Company, in addition to any
other remedy to which it may be entitled at law or in equity, shall be entitled
to terminate its obligation to make any further payments of any Bonus and to an
injunction or injunctions (without the posting of any bond) to prevent breaches
or threatened breaches of this Plan and/or to compel specific performance of
this Plan and no Employee will oppose the gravity of such relief including all
costs and expenses, including attorney's fees.
ARTICLE XII.
EFFECTIVE DATE
This Plan shall become operative and effective on November 5, 1997.
ARTICLE XIII.
MISCELLANEOUS
13.1 The article headings used in this Plan are inserted for convenience
only and shall be disregarded in construing this Plan.
13.2 If any portion of this Plan is rendered invalid by a court of proper
jurisdiction, the balance of this Plan shall continue in full force and effect.
13.3 To be effective, any notice, request or other communication permitted
or required to be given by either party hereunder shall be given in writing and
may be effected by placing the same in the United States mail, certified with
return receipt requested, postage prepaid, by delivery by courier service, by
prepaid telegram or by facsimile transmission, and shall be deemed given the
date and hour three (3) days following the date and hour at which the same is
deposited with a clerk of the United States Postal Service, or when so delivered
by courier service or personally delivered or by prepaid telegram filed with a
telegraph company or on completion and confirmation of a facsimile transmission,
addressed to the respective party to be notified.
13.4 This Plan shall be binding upon the parties hereto and their
respective heirs, executors and successors.
13.5 Neither the adoption and existence of the Plan, nor any payment,
contribution or other participation by the Company in the Plan, shall be
considered a contract between any Participant and the Company, or consideration
for, or inducement with respect to, the Participant's continued employment by
the Company.
13.6 Each Participant represents to the Company and agrees that he: (i)
was specifically advised to and fully understands his rights to discuss all
aspects of this Plan with an attorney, (ii) has to the extent he desires,
availed himself of these rights, (iii) has carefully read and fully understands
the provisions of the Plan, and (iv) is responsible for any federal and/or state
income or other tax liability that may result as a consequence of the receipt of
any Bonus.
13.7 This Plan sets forth the entire agreement between the Company and
each Participant and fully supersedes all prior written and oral agreements,
understandings and representations between the parties, including, but not
limited to those concerning Participant's rights to receive any monies from the
Company from or in respect of any Designated Well or from or in respect of any
Company prospect; provided, however, this Plan shall not supercede the matters
set out in Section 4.3 of Exhibit A in the Employment Agreement between each
Participant and the Company.
THE MERIDIAN RESOURCE CORPORATION
By:/s/JOSEPH A. REEVES, JR.
JOSEPH A. REEVES, JR., Chairman
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NOTICE OF BONUS
Name of Bonus Pool: ________________________________, 1997
Participant or Participant Group: Geoscientists
Members of Participant Group: _________________________________
Designated Well: _________________________________
Bonus Percentage: Three Percent (3%)
Terms and Conditions: All Participants in the Participant Group will
share the Bonus equally; the 6 month and 2
year periods set out in Section 5.2 of the
Plan are waived.
Date of Bonus: November 5, 1997
COMPENSATION COMMITTEE
By:_________________________________
JOSEPH A. REEVES, JR., Director
By:_________________________________
MICHAEL J. MAYELL, Director
EXHIBIT "A"
NOTICE OF BONUS
Name of Bonus Pool: ________________________________________(YEAR)
Participant or Participant Group: _____________________________________________
Designated Well: _____________________________________________
Bonus Percentage: _____________________________________________
Terms and Conditions: _____________________________________________
Date: _____________________________________________