1
EXHIBIT 10(X)
SEVEN SEAS PETROLEUM INC.
AGREEMENT RELATING TO TERMINATION OF EMPLOYMENT
THIS AGREEMENT has been made and entered into this 26th day of
January, 2000, 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 William W. Daily ("Daily"),
with reference to the following circumstances:
A. Daily is an Executive Vice President of the Company and the
President of GHK Company (Colombia) ("GHK"), a wholly owned subsidiary of the
Company, under an Employment Agreement dated as of November 14, 1998 (the
"Employment Agreement"). Daily is also a director of the Company.
B. The parties desire to terminate the Employment Agreement and
settle all other issues between them 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 and all other issues will be resolved, 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 Daily as an employee, officer and
legal representative 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 Daily and the Company with respect to Daily's employment by
the Company shall be governed by this agreement.
2. Resignations. Daily shall resign as a director of the Company, as
Executive Vice President of the Company and as President and legal
representative of GHK as of the Effective Time whereupon all of his rights and
obligations in each of those capacities 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. The indemnity provisions of paragraph 6.13 of the
Employment Agreement (the terms of which are hereby incorporated by reference)
shall also continue to be applicable to both parties and shall survive the
termination of the Employment Agreement.
3. Letter of Reference. At the Effective Time, the Company will
deliver a Letter of Reference to Daily in the form attached hereto, signed by
Robert A. Hefner, III, Chairman and Chief Executive Officer of the Company.
2
4. Termination Payments. At the Effective Time, the Company shall
(i) pay Daily the sum of $330,000, less all withholding taxes applicable to the
payment, and (ii) cause GHK to pay Daily the salary that would have been due him
under the Employment Agreement for the month of January, 2000 except there shall
be no "401(k) deduction". The payments specified in clauses (i) and (ii) shall
be made by the Company in United States dollars by separate bank wire transfers
to Daily's account pursuant to the following instructions:
Bank of America, Albuquerque Bank #794, Routing #107 000 327,
For further credit to: Bank of America, Roswell Bank,
Routing #112202262, Final Credit to Account #07 018 00 674
5. Income Tax Equalization. The Company's obligations to Daily under
Paragraph 3.2 of the Employment Agreement with respect to income tax
equalization shall continue notwithstanding the termination of the Employment
Agreement and the provisions of Paragraph 3.2 are incorporated by reference
herein.
6. Relocation from Bogota to Santa Fe. Daily shall return to Bogota,
Colombia, no later than Saturday, February 5, 2000, to wind up his affairs and
pack the personal belongings of his family for shipment to Santa Fe, New Mexico.
Daily shall vacate his leased residence in Bogota no later than Monday, February
14, 2000. Daily shall notify the Company in writing of his schedule for these
purposes prior to Saturday, January 29, 2000. The Company shall make all
arrangements for and pay the costs of packing and transporting the Daily family
property from Bogota to Daily's residence in Santa Fe, New Mexico. The
arrangements shall coincide with Daily's trip to Bogota as specified in his
notice to the Company of his schedule and the packing/moving personnel will be
on site at the Bogota residence to begin work on Monday morning, February 7,
2000. By mutual agreement of the parties, the foregoing schedule may be modified
in any respect. An established internationally recognized moving carrier shall
used. Air freight for the personal belonging from Bogota to Albuquerque, New
Mexico and ground transportation from Albuquerque to Daily's residence in Santa
Fe, New Mexico by means of a nationally (United States) recognized carrier will
be provided and paid by the Company up to a total cost not to exceed $10,000
(including the air and ground transportation). In addition, the Company will
provide pre-paid first class/business class air travel from Bogota to
Albuquerque and a pre-paid mileage allowance of $300 for transportation from
Albuquerque to Santa Fe for Daily and his wife, plus commercial air
transportation for the family pets on the same flights with the Dailys. While he
is in Bogota during this period, the Company will provide Daily with the same
benefits as were to be provided for him under (i) paragraph 3.5 of the
Employment Agreement insofar as that paragraph applies to household services and
staff, and paragraphs 3.6 (i), (vi), (vii), (ix), (x) and (xi) of the Employment
Agreement.
7. Vesting of Stock Options. As of the Effective Time, all options
granted to Daily under the Company's stock option plans shall fully vest and
become exercisable at Daily's election for a period of 18 months from the
Effective Time and at the end of that period they shall expire.
-2-
3
8. Insurance and Section 401(k). Daily may elect to exercise his
rights under COBRA in order to keep in effect and maintain his existing health
insurance with the Company for a period of time (to the extent allowed by law).
The Company will assist Daily in connection with any transfer or roll-over of
his Section 401(k) account to a source designated by Daily.
9. Mutual Releases. As of the Effective Time, the Company shall and
it does hereby release and forever discharge Daily 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
Daily other than claims arising under this agreement. As of the Effective Time,
Daily 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.
10. Protection of the Company's Information. Notwithstanding the
termination of the Employment Agreement, the provisions of paragraphs 4.2 and
4.3 of the Employment Agreement are incorporated herein by reference and Daily
agrees to continue to be bound by the provisions thereof.
11. Covenants Relating to Disclosure. The parties recognize that
this agreement will be a matter of public record in connection with the
Company's disclosure obligations under the Securities and Exchange Act of 1934,
as amended. However, the parties agree that unless otherwise legally required
they shall keep the negotiations and circumstances resulting in this agreement
confidential. The parties also agree not to disparage, defame, discredit or
adversely criticize one another unless associated with a legal disclosure
obligation. The parties may conclusively rely upon advice of their respective
legal counsel as to whether a matter is legally required to be disclosed. The
parties have agreed that the form of press release attached hereto relating to
Daily's termination is appropriate and the Company agrees that it will be
distributed to the Company's normal distribution list within 24 hours of the
Effective Time.
12. Governing Law. This agreement shall be governed by and construed
in accordance with the laws of the State of Texas.
13. 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 Daily. 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.
-3-
4
14. Execution and Delivery. The parties shall execute this agreement
by means of facsimile signature pages. Daily shall deliver his signature page to
this agreement to the Company at (713) 621-9770 and the Company shall deliver
its signature page to this agreement to Daily at (505) 989-1006. After the
signature pages have been confirmed as received at those numbers, the Company
shall wire transfer the funds to Daily's account as required by paragraph 4
hereof. This agreement shall become legally effective and binding upon receipt
of the required amount of money in Daily's account. Thereafter, for convenience,
the parties agree to exchange original counterparts of this agreement.
15. Notices. Any notice required to be given hereunder shall be
sufficient if in writing and sent by facsimile transmission or by courier
service (with proof of service), hand delivery or certified or registered mail
(return receipt requested and first class postage prepaid), addressed as
follows:
(a) If to the Company:
Seven Seas Petroleum Inc.
5555 San Felipe, Suite 1700
Houston, Texas 77056
Attention: Mr. Larry A. Ray
Executive Vice President
(b) If to Daily:
Mr. William W. Daily
35 Paseo Encantado West
Santa Fe, New Mexico 87501-0034
or to such other address as any party shall specify by written notice so given,
and such notice shall be deemed to have been delivered as of the date so
telecommunicated via telefax, personally delivered, delivered via express
courier service with confirmation or mailed, registered or certified mail,
return receipt requested, postage prepaid, addressed as provided above.
16. 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.
-4-
5
EXECUTED as of the day and year first above written.
SEVEN SEAS PETROLEUM INC.
By __________________________________
Mark Thomson, President
_____________________________________
William W. Daily
-5-
6
[On Seven Seas' Letterhead and dated as of the Effective Time]
TO WHOM IT MAY CONCERN:
This is to advise that, from September, 1998, through January, 2000, William W.
Daily was employed as President of GHK Company Columbia ("GHKCC"), and was
responsible for the day-to-day and long-range operations and decision-making
required by all aspects and activities of GHKCC. During this period, Mr. Daily
also served as Executive Vice President and as a Director of the parent company,
Seven Seas Petroleum Inc. Mr. Daily's employment was terminated by mutual
agreement for economic considerations and to allow Mr. Daily to pursue other
business interests.
Dated this 26th day of January, 2000.
SEVEN SEAS PETROLEUM INC.
GHK COMPANY COLOMBIA
By:___________________________________________
Robert A. Hefner III, Chairman of the Board
-6-