EMPLOYMENT AGREEMENT
Agreement made as of this date by and between Michael P. Darden ("Darden")
and Nuevo Energy Company, a Delaware corporation having a principal place of
business at 1331 Lamar, Suite 1650, Houston, Texas 77010 (the "Company").
Darden has been offered employment with the Company as Vice President,
Business Development, in accordance with the terms set forth more fully below.
Darden has accepted such offer by the Company.
NOW, THEREFORE, for value received, it is mutually agreed between the
parties hereto as follows:
1. Employment and Term. The Company hereby employs Darden and Darden
hereby agrees to serve as the Vice President, Business Development of the
Company.
2. Position and Responsibilities. Darden shall serve as Vice President,
Business Development of the Company, and Darden shall exercise such powers and
comply with and perform such directions and duties in relation to the business
and affairs of the Company as are consistent with the duties of individuals
having similar positions with similar corporations, and as may from time to time
be vested in or given to him by the President and Chief Executive Officer or the
Board of Directors of the Company and shall use his best efforts to improve and
extend the business of the Company. Darden shall at all times report to, and
his activities shall be subject to the direction and control of, the President
and Chief Executive Officer. Darden agrees to devote substantially all of his
business time, attention and services to the diligent, faithful and competent
discharge of such duties for the successful operation of the Company's business.
3. Compensation.
A. In consideration of the services to be rendered by Darden to the
Company, the Company will pay to Darden a salary of $155,000 per annum for the
year ending December 31, 1998, for a monthly rate of $12,916.67. Salary for
subsequent years shall be at equivalent of increased rates as may be agreed by
the Company and Darden. Such salary shall be payable in conformity with the
Company's prevailing practice for executives' compensation as such practice
shall be established or modified from time to time. Salary payments shall be
subject to all applicable federal and state withholding, payroll and other
taxes.
B. The Company agrees to provide the following benefits to Darden as a
part of his employment;
(1) Four weeks of paid vacation (calculated on a per pay period
basis).
(2) Eleven paid holidays per year.
(3) Participation in the 401(k) Retirement Plan upon date of
hire.
(4) Health and welfare benefits in accordance with the various
plan documents.
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(5) Participation in the Nuevo Energy Deferred Compensation Plan.
(6) Short term illness plan upon hire and long term illness plan
after one year of employment.
(7) Company-paid parking.
(8) Houston Center Club Fitness and Dining Facility Membership
Program.
(9) Participation in Nuevo Bonus Pool, although participation as
to cash bonuses will not commence until 1999.
C. In addition to that provided under the basic benefit plans, the
Company agrees to provide Darden with the following insurance coverages;
(1) Increased Life and/or Accidental Death and Dismemberment
coverage for international work and travel.
(2) Directors and Officers Liability coverage.
D. The Company agrees to pay Darden a signing bonus as set out in
that letter dated April 3, 1998 from Douglas L. Foshee to Darden, and to award
Darden, as part or the signing bonus, options to purchase common stock of the
Company as set out in the letter. In the event the Company exercises its right
under Paragraph 4(C) below, the signing bonus shall be taken into consideration
when determining Darden's 1998 bonus.
4. Termination. Darden's term of employment under this Employment
Agreement may be terminated as follows:
A. At Darden's Option. Darden may terminate his employment
hereunder, with or without cause, at any time upon at least thirty (30) days'
advance written notice to the Company. In such event, Darden shall be entitled
to no severance or other termination benefits.
B. At the Election of the Company for Just Cause. The Company may,
immediately and unilaterally, terminate Darden's employment for just cause at
any time by written notice to Darden. Termination of Darden's employment by the
Company shall constitute a termination "for just cause" if such termination is
for one or more of the following reasons: (i) the willful failure or refusal of
Darden to render services to the Company in accordance with his obligations
under this Employment Agreement, such failure or refusal to be uncured and
continuing for a period of not less than 15 days after written notice outlining
the situation is given by the Company to Mr. Darden; (ii) the commission by
Darden of an act of fraud or embezzlement against the Company or the commission
by Darden or any other action with the intent to injure the Company or (iii)
Darden having been convicted of a felony. In such event, Darden shall be
entitled to no severance or other termination benefits.
C. At the Election of the Company for Reasons Other than Just Cause.
The Company may, immediately and unilaterally, terminate Darden's employment at
any time or may constructively discharge him by substantially reducing his
responsibilities to less than those outlined in Section 2 herein without cause
by giving written notice to Darden of the Company's election to so terminate or
constructively discharge. In the event the Company exercises its right to
terminate or constructively discharge Darden under this Paragraph 4 (C), the
Company agrees to pay Darden two (2) years salary and bonus (calculated based on
the average of the last two
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year's bonus award, but using only years in which Darden was actually employed
by the Company). In addition, in the event the Company exercises its right to
terminate or constructively discharge Darden under this Paragraph 4 (C), all
options previously awarded to Darden will, to the extent not already vested,
vest immediately and Darden will have 365 days to exercise any of his vested
options.
5. Consent and Waiver by Third Parties. Darden hereby represents and
warrants that he has obtained all necessary waivers and/or consents from third
parties as to enable him to accept employment with the Company on the terms and
conditions set forth herein and to execute and perform this Employment Agreement
without being in conflict with any other agreement, obligations or understanding
with any such third party.
6. Waivers and Modifications. This Employment Agreement may be modified,
and the rights and remedies of any provision hereof may be waived, only in
accordance with this Paragraph 6. No modification or waiver by the Company
shall be effective without the consent of at least a majority of the Board of
Directors then in office at the time of such modification or waiver. No waiver
by either party of any breach by the other or any provision hereof shall be
deemed to be a waiver of any later or other breach thereof or as a waiver of any
other provision of this employment Agreement. This Employment Agreement sets
forth all of the terms of the understandings between the parties with reference
to the subject matter set forth herein and may be waived, changed, discharged or
terminated orally or by any course of dealing between the parties, but only by
an instrument in writing signed by the party against whom any waiver, change,
discharge or termination is sought.
7. Governing Law. This Employment Agreement shall be construed in
accordance with the laws of the State of Texas.
8. Severability. In case any one or more of the provisions contained in
this Employment Agreement for any reason shall be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Employment Agreement, but this
Employment Agreement shall be construed as if such invalid, illegal or
unenforceable provisions had never been contained herein.
IN WITNESS WHEREOF, each of the parties hereto has executed this Employment
Agreement under seal as of this 11th day of May 1998.
NUEVO ENERGY COMPANY
By: /s/ James T. Hackett
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James T. Hackett
Chairman, Compensation Committee
/s/ Michael P. Darden
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Michael P. Darden
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