1
EXHIBIT 10(W)
Seven Seas Petroleum Inc.
Agreement Relating to Termination of Employment
THIS AGREEMENT has been made and entered into this 5th day of April,
1999, by and between Seven Seas Petroleum Inc. (the "Company"), a Canadian
corporation organized under the laws of the Yukon and having its principal place
of business in Houston, Texas, and Herbert C. Williamson III ("Williamson"),
with reference to the following circumstances:
A. Williamson is an Executive Vice President and the Chief Financial
Officer of the Company under and Employment Agreement executed January 16, 1998,
and effective September 9, 1997 (the "Employment Agreement").
B. The parties desire to terminate the Employment Agreement on a
mutually agreeable basis as provided for in this agreement.
ACCORDINGLY, in consideration of the mutual promises hereinafter
provided and for the purpose of prescribing the basis upon which the Employment
Agreement will be terminated, the parties have entered into this agreement.
1. Termination of Employment Agreement. Effective as of 5:00 p.m.,
Houston time, on the date first above written (the "Effective Time"), the
Employment Agreement shall terminate and shall thereafter have no further force
or effect and all other rights and benefits of Williamson as an employee of the
Company shall likewise terminate except as otherwise provided in this agreement.
From and after the Effective Time, all of the rights and obligations of
Williamson and the Company with respect to Williamson's employment by the
Company shall be governed by this agreement.
2. Resignation as a Director. Williamson shall resign as a director
of the Company as of the Effective Time whereupon all of his rights and
obligations as a director shall cease; provided, however, he shall continue to
be eligible for all rights of indemnification under (i) the charter documents of
the Company, including its by-laws, (ii) directors and officers indemnity
insurance maintained by the Company (to the extent provided for therein) and
(iii) any indemnity agreement that the Company may provide to its directors with
respect to matters generally covered by the Company's charter documents and
by-laws.
3. Termination Payment. At the Effective Time, the Company shall pay
Williamson the sum of $175,000, less all withholding taxes applicable to the
payment.
4. Continuation of Medical Insurance. The Company, at its sole cost
and expense, shall continue to insure Williamson and his dependents for a period
of one year after the Effective Time under its existing employee medical plans
(which presently
2
cover Williamson and his dependents) as they may be amended or
modified in the ordinary course of business during that period.
5. Surrender and Release of Stock Options. As of the Effective Time,
Williamson shall and he does hereby surrender all his stock options, whether or
not vested, and right granted to him under the Company's stock option plans and
releases the Company from all of its obligations under any stock option
agreement between Williamson and the Company evidencing stock options granted to
him.
6. Mutual Releases. As of the Effective Time, the Company shall and
it does hereby release and forever discharge Williamson from any and all claims
and obligations existing at the Effective Time, known and unknown, whether under
the Employment Agreement, contingent or otherwise, which it has or may have
against Williamson other than claims arising under this agreement. As of the
Effective Time, Williamson shall and he does hereby release and forever
discharge the Company from any and all claims and obligations existing at the
Effective Time, known and unknown, whether under the Employment Agreement,
contingent or otherwise, which he has or may have against the Company other than
claims arising under this agreement.
7. Protection of Information. Notwithstanding the termination of the
Employment Agreement, the provisions of paragraphs 4.2 through 4.6 of the
Employment Agreement are incorporated herein by reference and Williamson agrees
to continue to be bound by the provisions thereof.
8. Covenants of Goodwill. The Company represents that it has the
highest regard for Williamson's integrity, professional qualifications and
skills as a financial officer. Williamson represents that he has the highest
regard for the integrity, professional qualifications and skills of the existing
officers and directors of the Company. The Company and Williamson each wish to
convey to the other a sense of goodwill with respect to the relationship they
have had during the term of the Employment Agreement and good fortune for the
future.
9. Governing Law. This agreement shall be governed by and construed
in accordance with the laws of the State of Texas.
10. Entire Agreement. This agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof and contains
all of the covenants, promises, representations, warranties and agreements
between the parties with respect to the termination of the Employment Agreement
and the employment relationship between the Company and Williamson. Without
limiting the scope of the preceding sentences, all prior understandings and
agreements between the parties relating to the subject matter hereof are hereby
null and void and of no further force and effect. Any modification of this
agreement will be effective only if it is in writing and signed by the party to
be charged.
11. Counterparts. This agreement may be executed in one of more
counterparts, each of which shall be deemed an original for all purposes, but
all of which together shall constitute one and the same agreement.
2
3
EXECUTED as of the day and year first above written.
SEVEN SEAS PETROLEUM INC.
By _____________________________________
Robert A. Hefner III, Chairman
_____________________________________
Herbert C. Williamson III
3