EXHIBIT 10.15
RAM ENERGY RESOURCES, INC.
EMPLOYMENT AGREEMENT
Larry E. Lee
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of May 8,
2006 (the "Effective Date"), by and between RAM ENERGY RESOURCES, INC., a
Delaware corporation (the "Company"), and LARRY E. LEE, an individual (the
"Executive").
WHEREAS, the Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Executive;
WHEREAS, the Board believes it is important to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened loss of employment, and to encourage the
Executive's full attention and dedication to the affairs of the Company during
the term of this Agreement and upon the occurrence of such event;
WHEREAS, the Board also believes the Company is best served by providing
the Executive with compensation arrangements which provide the Executive with
individual financial security and which are competitive with those of other
corporations; and
WHEREAS, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Employment Period. The Company hereby agrees to continue the Executive
in its employ, and the Executive hereby agrees to remain in the employ of the
Company, for the period commencing on the Effective Date and ending on the third
anniversary of such date (the "Employment Period").
2. Terms of Employment.
(a) Position and Duties.
(i) During the Employment Period, (A) the Executive's position
(including status, offices, secretarial and administrative support,
titles and reporting requirements), authority, duties and
responsibilities shall be that of President and Chief Executive
Officer, and (B) unless the Executive consents to the contrary, the
Executive's services shall be performed at the Company's principal
executive offices in Tulsa, Oklahoma.
(ii) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal
business hours to the business and affairs of the Company and, to the
extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive's reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the
Employment Period it shall not be a violation of this Agreement for
the Executive to (A) serve on civic or charitable boards or
committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments,
so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement.
(b) Compensation.
(i) Base Salary. During the Employment Period, the Executive
shall receive an annual base salary ("Base Salary") at least equal to
$450,000. Such Base Salary shall be payable monthly in cash. Base
Salary shall be computed prior to any reductions for (i) any deferrals
of compensation made pursuant to Sections 125 or 401(k) of the Code or
pursuant to any other program or arrangement provided by the Company
and (ii) any withholding, income or employment taxes. During the
Employment Period, the Base Salary shall be reviewed at least annually
and shall be increased at any time and from time to time as shall be
determined by the Board. Any increase in Base Salary shall not serve
to limit or reduce any other obligation to the Executive under this
Agreement. Base Salary shall not be reduced after any such increase.
(ii) Bonus. In addition to Base Salary, the Executive may be
paid, for any fiscal year during the Employment Period, a bonus
("Bonus"), either pursuant to the incentive compensation plan of the
Company or otherwise as may be determined by the Board.
(iii) Incentive, Savings and Retirement Plans. In addition to
Base Salary and Bonus, the Executive shall be entitled to participate
during the Employment Period in all incentive, savings and retirement
plans, practices, supplemental retirement plan policies and programs
applicable to other key management employees of the Company and its
subsidiaries.
(iv) Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs provided by
the Company and its subsidiaries (including, without limitation, any
medical, prescription, dental, disability, salary continuance,
employee life, group life, accidental death and travel accident
insurance plans and programs).
(v) Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable
business expenses incurred by the Executive in accordance with the
policies, practices and procedures of the Company and its subsidiaries
provided to other key management employees of the Company and its
subsidiaries.
(vi) Automobile. During the Employment Period, the Executive
shall be entitled to the use of a Company-owned automobile
commensurate with his position as President and Chief Executive
Officer of the Company (the make, model, cost and frequency of
replacement of which shall be subject to approval by the Board), and
reimbursement by the Company for all reasonable expenses related to
the use and operation of such automobile.
(vii) Office and Support Staff. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to secretarial and other
assistance, commensurate with his position as President and Chief
Executive Officer of the Company.
(viii) Vacation. During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with Company
policies.
(ix) Effect of Increases. Any increase in Base Salary, Bonus or
any other benefit or perquisite described in the foregoing Sections
(i)-(viii) shall in no way diminish any obligation of the Company
under the Agreement.
3. Termination.
(a) Death or Disability. This Agreement shall terminate automatically
upon the Executive's death. If the Company determines in good faith that
the Disability of the Executive has occurred (pursuant to the definition of
"Disability" set forth below), it will give to the Executive written notice
of its intention to terminate the Executive's employment. In such event,
the Executive's employment with the Company shall terminate effective on
the 30th day after the date of such notice (the "Disability Effective
Date"), provided that, within such time period, the Executive shall not
have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" means disability (either physical
or mental) which (i) materially and adversely affects Executive's ability
to perform the duties required of his office, and (ii) at least 26 weeks
after its commencement, is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to the
Executive or the Executive's legal representative (such agreement as to
acceptability not to be withheld unreasonably).
(b) Cause. The Company may terminate the Executive's employment for
"Cause." For purposes of this Agreement, termination of the Executive's
employment by the Company for Cause shall mean termination for one of the
following reasons: (i) the conviction of the Executive of a felony by a
federal or state court of competent jurisdiction; (ii) an act or acts of
dishonesty taken by the Executive and intended to result in substantial
personal enrichment of the Executive at the expense of the Company; or
(iii) the Executive's failure to follow a direct, reasonable and lawful
written order from the Board, within the reasonable scope of the
Executive's duties, which failure is not cured within 30 days. Further, for
purposes of this Section (b), )the Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered
to the Executive a copy of a resolution duly adopted by the affirmative
vote of a majority of the Board (excluding Executive if Executive is then a
member of the Board) at a meeting of the Board called and held for such
purpose (after reasonable notice to the Executive and an opportunity for
the Executive, together with the Executive's counsel, to be heard before
the Board), finding that in the good faith opinion of the Board the
Executive was guilty of conduct set forth in clauses (i), (ii) or (iii)
above and specifying the particulars thereof in detail.
(c) Good Reason. The Executive's employment may be terminated by the
Executive for Good Reason. For purposes of this Agreement, "Good Reason"
means:
(i) the assignment to the Executive of any duties inconsistent in
any respect with the Executive's position (including status, offices,
titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 2(a) of this Agreement, or
any other action by the Company which results in a diminution in such
position, compensation, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company
within ten (10) days after receipt of notice thereof given by the
Executive;
(ii) any failure by the Company to comply with any of the
provisions of Section 2(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and
which is remedied by the Company within ten (10) days after receipt of
notice thereof given by the Executive;
(iii) the Company's requiring the Executive to be based at any
office or location other than that described in Section 2(a)(i)(B)
hereof, except for periodic travel reasonably required in the
performance of the Executive's responsibilities;
(iv) any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement; or
(v) any failure by the Company to comply with and satisfy Section
10(c) of this Agreement.
For purposes of this Section 3(c), any good faith determination of "Good
Reason" made by the Executive shall be conclusive unless such determination is
rejected by vote of a majority of the Board (excluding Executive if Executive is
then a member of the Board), in which event Executive may refer the
determination of "Good Reason" to binding arbitration by and between the Company
and the Executive conducted pursuant to the Commercial Arbitration Rules of the
American Arbitration Association ("AAA") by a single arbitrator appointed by the
AAA. The decision of the arbitrator in such matter shall be final, unappealable
and binding upon the Company and the Executive.
(d) Notice of Termination. Any termination by the Company for Cause or
by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section
12(b) of this Agreement. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provisions in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive's employment under the provision so
indicated and (iii) if the Date of Termination (as defined below) is other
than the date of receipt of such notice, specifies the termination date
(which date shall be not more than 15 days after the giving of such
notice). The failure by the Company or the Executive to set forth in the
Notice of Termination any fact or circumstance which contributes to a
showing of Cause or Good Reason shall not waive any right of the Company or
the Executive hereunder or preclude the Company or the Executive from
asserting such fact or circumstance in enforcing its or his rights
hereunder.
(e) Date of Termination. "Date of Termination" means the date of
receipt of the Notice of Termination by either the Company or the Executive
as the case may be or any later date specified therein; provided, however,
that if the Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the
Executive or the Disability Effective Date, as the case may be.
4. Obligations of the Company upon Termination.
(a) Death. If the Executive's employment is terminated by reason of
the Executive's death, this Agreement shall terminate without further
obligations to the Executive's legal representatives under this Agreement,
other than those obligations accrued or earned and vested (if applicable)
by the Executive as of the Date of Termination, including, for this purpose
(i) the Executive's annual full Base Salary through the Date of Termination
at the rate in effect on the Date of Termination, (ii) the product of the
Bonus (defined in Section 2(b)(ii)) paid to the Executive for the last full
fiscal year and a fraction, the numerator of which is the number of days in
the current fiscal year through the Date of Termination, and the
denominator of which is 365, (iii) the amount equal to the Executive's
current Base Salary for twelve (12) months or such shorter period as may
remain in the Employment Period, and (iv) any compensation previously
deferred by the Executive (together with any accrued interest thereon) and
not yet paid by the Company and any accrued vacation pay not yet paid by
the Company (such amounts specified in clauses (i), (ii), (iii) and (iv)
are hereinafter referred to as "Accrued Obligations"). All such Accrued
Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of
Termination.
(b) Disability. If the Executive's employment is terminated by reason
of the Executive's Disability, this Agreement shall terminate without
further obligations to the Executive, other than those obligations accrued
or earned and vested (if applicable) by the Executive as of the Date of
Termination, including for this purpose, all Accrued Obligations. All such
Accrued Obligations shall be paid to the Executive in a lump sum in cash
within 30 days of the Date of Termination.
(c) Cause; Other than for Good Reason. If the Executive's employment
shall be terminated by the Company for Cause, or by the Executive for Other
than Good Reason, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to the
Executive the Base Salary accrued through the Date of Termination plus the
vested amount of any compensation previously deferred by the Executive.
(d) Good Reason; Termination Other Than for Cause or Disability. If,
during the Employment Period, the Company shall terminate the Executive's
employment other than for Cause, Disability, or death or if the Executive
shall terminate his employment for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the
following amounts:
A. to the extent not theretofore paid, the Executive's Base
Salary through the Date of Termination; and
B. the product of (i) an amount equal to the Bonus paid to
the Executive for the last full fiscal year (if any) ending
during the Employment Period or, if higher, the Bonus paid to the
Executive for any full fiscal year during the Employment Period
(as applicable, the "Recent Bonus"), and (ii) a fraction, the
numerator of which is the number of days in the current fiscal
year through the Date of Termination and the denominator of which
is 365; and
C. the product obtained by multiplying two (2) times the
current Base Salary; and
D. in the case of compensation previously deferred by the
Executive, all vested amounts previously deferred and not yet
paid by the Company, and any accrued vacation pay not yet paid by
the Company; and
(ii) for the remainder of the Employment Period, or such longer
period as any plan, program, practice or policy may provide, the
Company shall continue benefits to the Executive and/or the
Executive's family equal to those which would have been provided to
them in accordance with the plans, programs, practices and policies
described in Section 2(b)(iv) of this Agreement if the Executive's
employment had not been terminated, including, without limitation,
health insurance and life insurance, and for purposes of eligibility
for retiree benefits pursuant to such plans, practices, programs and
policies, the Executive shall be considered to have remained employed
until the end of the Employment Period and to have retired on the last
day of such period.
5. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices, provided by the
Company or any of its subsidiaries and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive may
have under any stock option or other agreements with the Company or any of its
subsidiaries. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan, policy, practice or program of the
Company or any of its subsidiaries at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program.
6. Acceleration of Vesting. In the event that the Company has any type of
plan, program or arrangement which include, by example, not by limitation, stock
option plans, restricted stock award plans, phantom stock plans and supplemental
retirement income plans (the "Other Plans") and the Executive is not 100% vested
in his benefits in the Other Plans at the time of his termination of employment,
and the Executive would otherwise be entitled to the payment of benefits
pursuant to the terms of this Agreement, then, the Executive shall be deemed to
be 100% vested and non-forfeitable in his benefits in the Other Plans; provided,
no acceleration of vesting shall occur in the Other Plans if (i) termination of
the Executive's employment is by the Company for Cause or by the Employee for
Other than Good Reason, (ii) such act would result in the disqualification of or
otherwise adversely affect the tax qualified status of such Other Plans or the
participants in such Other Plans, or (iii) acceleration is not permitted by the
terms of the Other Plans. Further, in the event that the Company is unable to
accelerate vesting in the Other Plans because such acceleration would adversely
effect the tax status of any of the Other Plans or the participants in such
Other Plans, then, the Company shall pay to the Executive the amount equal to
the benefits which have been lost due to the inability to accelerate vesting in
the Other Plans; and such additional amounts shall be paid at the same time in
the same manner as benefits would otherwise be paid pursuant to the terms of
this Agreement.
7. Full Settlement. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement. The
Company agrees to pay, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to Section 8 of this
Agreement), plus in each case interest at the applicable Federal rate provided
for in Section 7872(f)(2) of the Code.
8. Certain Additional Payments by the Company.
(a) No payments made pursuant to this Agreement are contingent upon a
change in control as defined in Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code"). Anything in this Agreement to the
contrary notwithstanding, in the event it shall be determined that any
payment or distribution by the Company to or for the benefit of the
Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise, including, by example and not
by way of limitation, acceleration by the Company of the date of vesting or
payment or rate of payment under any plan, program or arrangement of the
Company (a "Payment"), would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties with respect to such
excise tax (such excise tax, together with any such interest and penalties,
are hereinafter collectively referred to as the "Excise Tax"), then the
Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all
income and excise taxes with respect to the Payment (including any interest
or penalties imposed with respect to such taxes), and specifically
including any Excise Tax imposed on the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed
on the Payment.
(b) Subject to the provisions of Section 8(c), all determinations
required to be made under this Section 8, including whether a Gross-Up
Payment is required and the amount of such Gross-Up Payment, shall be made
by a public accounting firm designated by the Company (the "Accounting
Firm") which shall provide detailed supporting calculations both to the
Company and the Executive within 15 business days of the receipt of notice
from the Executive that there has been a Payment which would be subject to
the Excise Tax, or such earlier time as is requested by the Company. The
initial Gross-Up Payment, if any, as determined pursuant to this Section
8(b), shall be paid to the Executive within five days of the receipt of the
Accounting Firm's determination. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall furnish the Executive with
an opinion that he has substantial authority not to report any Excise Tax
on his federal income tax return. Any determination by the Accounting Firm
shall be binding upon the Company and the Executive. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments which will not have been made by the Company should
have been made ("Underpayment"), consistent with the calculations required
to be made hereunder. In the event that the Company exhausts its remedies
pursuant to Section 8(c) and the Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.
(c) The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as
soon as practicable but no later than ten business days after the Executive
knows of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day
period following the date on which he gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies the Executive in
writing prior to the expiration of such period that it desires to contest
such claim, the Executive shall:
(i) give the Company any information reasonably requested by the
Company relating to such claim,
(ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by the
Company,
(iii) cooperate with the Company in good faith in order
effectively to contest such claim, and
(iv) permit the Company to participate in any proceedings
relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 8(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income
tax, including interest or penalties with respect thereto, imposed with respect
to such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Executive with respect
to which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.
(d) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 8(c), the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject
to the Company's complying with the requirements of Section 8(c)) promptly
pay to the Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Company pursuant to
Section 8(c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of
refund prior to the expiration of thirty days after such determination,
then such advance shall be forgiven and shall not be required to be repaid
and the amount of such advance shall offset, to the extent thereof, the
amount of Gross-Up Payment required to be paid.
9. Confidential Information; Non-Solicitation.
(a) The Executive shall hold in a fiduciary capacity for the benefit
of the Company all secret or confidential information, knowledge or data
relating to the Company or any of its subsidiaries, and their respective
businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company or any of its subsidiaries and which
shall not be or become public knowledge (other than by acts by the
Executive or his representatives in violation of this Agreement). After
termination of the Executive's employment with the Company, the Executive
shall not, without the prior written consent of the Company, communicate or
divulge any such information, knowledge or data to anyone other than the
Company and those designated by it. In no event shall an asserted violation
of the provisions of this Section 9 constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this
Agreement.
(b) Executive agrees that, during his employment with the Company and
for a period of one (1) year from the date of termination of this Agreement
for any reason, Executive will not, directly or indirectly, solicit, or
hire, or attempt to solicit or hire any employee of the Company; provided,
however, that there shall be excepted from the foregoing prohibition
Executive's personal assistant.
10. Successors.
(a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business
and/or assets which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
11. Indemnification and Insurance. The Executive shall be indemnified and
held harmless by the Company during the term of this Agreement and following any
termination of this Agreement for any reason whatsoever in the same manner as
would any other key management employee of the Company with respect to acts or
omissions occurring prior to (a) the termination of this Agreement or (b) the
termination of employment of the Executive. In addition, during the term of this
Agreement and for a period of five years following the termination of this
Agreement for any reason whatsoever, the Executive shall be covered by a Company
held Directors and Officers liability insurance policy covering acts or
omissions occurring prior to (a) the termination of this Agreement or (b) the
termination of employment of the Executive. Provided, in no event will the
obligation of the Company to indemnify the Executive or provide Directors and
Officers insurance to the Executive under this Section be less than the
obligation and insurance coverage which the Company had to the Executive
immediately prior to the occurrence of the Executive's Date of Termination.
12. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Oklahoma, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by
the parties hereto or their respective successors and legal
representatives.
(b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive: At his last known address evidenced on the Company's
payroll records
If to the Company:
RAM Energy Resources, Inc.
Meridian Tower, Suite 650
5100 E. Skelly Drive
Tulsa, OK 74135
Attention: Chief Financial Officer
With a copy to: McAfee & Taft A Professional Corporation
10th Floor, Two Leadership Square
Oklahoma City, Oklahoma 73102
Attention: C. David Stinson, Esq.
or to such other address as either party shall have furnished to the other
in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
(e) The Executive's failure to insist upon strict compliance with any
provision hereof shall not be deemed to be a waiver of such provision or
any other provision thereof.
(f) This Agreement contains the entire understanding of the Company
and the Executive with respect to the subject matter hereof.
13. No Trust. No obligation of the Company under this Agreement shall be
construed as creating a trust, escrow or other secured or segregated fund, in
favor of the Executive or his beneficiary. The status of the Executive and his
beneficiary with respect to any liabilities assumed by the Company hereunder
shall be solely those of unsecured creditors of the Company. Any asset acquired
or held by the Company in connection with liabilities assumed by it hereunder,
shall not be deemed to be held under any trust, escrow or other secured or
segregated fund for the benefit of the Executive or his beneficiary or to be
security for the performance of the obligations of the Company, but shall be,
and remain a general, unpledged, unrestricted asset of the Company at all times
subject to the claims of general creditors of the Company.
14. No Assignability. Neither the Executive nor his beneficiary, nor any
other person shall acquire any right to or interest in any payments payable
under this Agreement, otherwise than by actual payment in accordance with the
provisions of this Agreement, or have any power to transfer, assign, anticipate,
pledge, mortgage or otherwise encumber, alienate or transfer any rights
hereunder in advance of any of the payments to be made pursuant to this
Agreement or any portion thereof which is expressly declared to be nonassignable
and nontransferable. No right or benefit hereunder shall in any manner be liable
for or subject to the debts, contracts, liabilities, or torts of the person
entitled to such benefit.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first above written.
"EXECUTIVE'
/s/ Larry E. Lee
Larry E. Lee
"COMPANY"
RAM ENERGY RESOURCES, INC.
By /s/ Larry E. Lee
Name: Larry E. Lee
Title: President