CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement") is made and entered into
effective as of May 21, 2003 by and between Range Resources Corporation, a
Delaware corporation (the "Company"), and Thomas J. Edelman (the "Consultant").
WITNESSETH:
WHEREAS, the Company and its subsidiaries and affiliates are
principally engaged in the business of development, acquisition, and exploration
of oil and gas properties (the "Business"); and
WHEREAS, the Company desires to retain the services of the Consultant
as an independent contractor of and consultant to the Company, and the
Consultant desires to provide such services in such capacities to the Company,
upon the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and obligations hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. TERM. The term of the Company's engagement of the Consultant hereunder (the
"Term") shall commence on May 21, 2003, and shall continue until May 21, 2006,
unless terminated sooner pursuant to Section 5 hereof.
2. DUTIES AND EXTENT OF SERVICES.
(a) Generally. During the Term, the Consultant shall provide advice on
specific matters as requested by the Company, with a principal focus on
corporate strategy, management structure, capital allocation, risk management,
financing, hedging and shareholder communications, and shall otherwise render
such management and consulting services to the Company as the Company may, from
time to time, reasonably require; provided that the Consultant shall not be
required to devote to the performance of his obligations hereunder more than
twenty (20) hours per week on average in any calendar quarter. In no event shall
the Consultant be required or permitted to speak for or represent the Company in
any public forum, nor shall he assume or be delegated the authority to make any
decision or to sign any document or instrument on behalf of the Company. The
Consultant shall report to the Board of Directors of the Company (the "Board").
(b) Recusal for Certain Conflicts of Interest. The parties acknowledge
that the Consultant is the Chairman of the Board of Directors and the Chief
Executive Officer of Patina Oil & Gas Corporation ("Patina"). If the Consultant
becomes aware of any actual or potential conflict between his obligations to
Patina or any other company of which he is a director or an officer and his
duties to the Company under this Agreement (a "Conflict"), the Consultant will
promptly inform the Board of such Conflict. The Consultant will recuse himself
from any discussion with the Company of matters involving a Conflict of which he
is aware, or any matter
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with respect to which the Company, Patina or any other company of which he is a
director or an officer are in competition to the extent he is aware that his
involvement would be in violation of, or create a substantial risk of a
violation of, applicable law. The Consultant will not seek and will not
knowingly accept any Protected Information (defined below) the possession of
which would require recusal as described above.
(c) Location. The Consultant may reasonably determine the time and
place where his services will be performed.
3. CONSULTING FEES.
(a) Monthly Fee. For his services hereunder, during the term the
Company shall pay the Consultant a monthly consulting fee of Fifty Thousand
Dollars ($50,000) (the "Monthly Fee"), payable on or about the 15th of each
month.
(b) Secretarial Services Allowance. During the Term, the Consultant
shall be entitled to direct the Company to pay up to Thirty Thousand Dollars
($30,000) per annum for secretarial and administrative support.
(c) Success Fee for Certain Transactions. If, during the Term, the
Board makes a written request for the Consultant's services to provide
investment banking advice with respect to any specific transaction involving the
issuance of public securities by the Company or any its affiliates or with
respect to any specific merger or acquisition transaction (any such transaction,
a "Proposed Transaction"), the Consultant shall provide such services and
advice, subject to and in accordance with the other terms of this Agreement;
provided that as a condition to the Consultant's obligation to provide such
services and advice the Company and the Consultant shall agree upon the
Consultant's fee for such additional services and any other terms and conditions
of such arrangement, including customary indemnification applicable to such
investment banking advisory services. The Consultant's fee agreed upon pursuant
to this section shall be in addition to, and shall not reduce the Monthly Fee.
4. EXPENSE REIMBURSEMENT. The Company agrees to reimburse the Consultant for all
reasonable and necessary travel and other business expenses incurred by him in
connection with the performance of his duties hereunder, subject to such
substantiation requirements and reimbursement policies as the Company may
reasonably impose. The Consultant shall not be reimbursed for secretarial and
administrative support other than as provided in Section 3(b) above.
5. TERMINATION.
(a) Death or Permanent Disability. In the event that the Term is
terminated by reason of the Consultant's death or "Disability" (defined below),
the Consultant (or in the event of his death, his beneficiary or legal
representative) shall be entitled to (i) all amounts accrued hereunder through
the end of the calendar month of termination and (ii) reimbursement for any
expenses incurred prior to termination that have not yet been reimbursed, but
that are reimbursable under Section 4 above. For purposes of this Section 5,
"Disability" means any
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physical or mental disability or incapacity that renders the Consultant
incapable of performing the services required of him in accordance with his
obligations under Section 2 for a period of six (6) consecutive months or for
shorter periods aggregating six (6) months during any twelve-month period. Any
termination of the Term the Company by reason of Disability shall be
communicated by written notice of termination specifying the reason for
termination ("Disability Termination Notice") and shall be effective on the date
of the Consultant's receipt of the Disability Termination Notice or such later
date as may be specified in the Disability Termination Notice. In the event of
the Consultant's death during the Term, the Term shall automatically terminate
on the date of death.
(b) Cause. The Company shall have the right, upon written notice to the
Consultant, to terminate the Term and the Consultant's services under this
Agreement for "Cause" (as hereinafter defined), effective upon the giving of
such notice (or such later date as shall be specified in such notice), and the
Company shall have no further obligations hereunder, except to pay the
Consultant all amounts accrued hereunder through the date of termination and to
reimburse the Consultant for any expenses incurred prior to termination that
have not yet been reimbursed, but that are reimbursable under Section 4 above.
For purposes of this Agreement, "Cause" means:
(i) (a) the Consultant's conviction of or plea of nolo contendere
to, or a final non appealable judgement of a court with competent
jurisdiction that the Consultant has engaged in fraud or embezzlement
on the part of the Consultant, or (b) material breach by the Consultant
of his obligations under Section 6 hereof; or
(ii) willful and repeated failure or refusal by the Consultant to
perform and discharge, his duties, responsibilities or obligations
under this Agreement (other than under Section 6 hereof, which shall be
governed by clause (i) above, and other than by reason of disability or
death) that is not corrected within thirty (30) days following written
notice thereof to the Consultant by the Company, such notice to state
with specificity the nature of the breach, failure or refusal.
(c) Change in Control. In the event of a "Change in Control" (as
defined below) the Consultant may voluntarily terminate his services hereunder
upon written notice to the Company, in which event he shall be entitled to (i)
all amounts accrued hereunder through the date of such termination and (ii)
reimbursement for any expenses incurred prior to termination that have not yet
been reimbursed, but that are reimbursable under Section 4 above.
For this purpose "Change in Control" shall mean the occurrence of any
of the following events:
(i) any "person" (as defined under Section 3(a)(9) of the Act) or
"group" of persons (as provided under Section 13d-3 of the Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 or otherwise
under the Act), directly or indirectly (including as provided in Rule
13d-3(d)(1) of the Act), of capital stock of the Company the holders of
which are entitled to vote for the election of directors ("voting
stock") representing that percentage of the Company's then outstanding
voting stock (giving
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effect to the deemed ownership of securities by such person or group, as
provided in Rule 13d-3(d)(1) of the Act, but not giving effect to any such
deemed ownership of securities by another person or group) greater than fifty
percent (50%) of all such voting stock;
(ii) during any period of twenty-four consecutive months,
individuals who at the beginning of such period constituted the Board
of Directors of the Company (including for this purpose any new
director whose election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of the
directors then still in office who were directors at the beginning of
such period) cease for any reason to constitute at least a majority of
the Board of Directors of the Company (excluding any Board seat that is
vacant or otherwise unoccupied).
(iii) there shall be consummated any consolidation, merger, stock
for stock exchange or similar transaction (collectively, "Merger
Transactions") involving securities of the Company in which holders of
voting stock of the Company immediately prior to such consummation own,
as a group, immediately after such consummation, voting stock of the
Company (or, if the Company does not survive the Merger Transaction,
voting securities of the corporation surviving such transaction) having
less than 50% of the total voting power in an election of directors of
the Company (or such other surviving corporation).
6. CONFIDENTIALITY; OWNERSHIP; CORPORATE OPPORTUNITIES.
(a) Confidentiality. If the Consultant obtains any Protected
Information he shall, for a period of twelve (12) months following receipt
thereof, keep such Protected Information in strictest confidence and shall not
divulge, disclose, discuss, copy or otherwise use or permit to be used in any
manner such Protected Information, except in connection with the Business.
(i) "Protected Information" means confidential or proprietary
information of the Company its subsidiaries or affiliates; provided
that Protected Information shall not include information that (A)
becomes generally known to the public or the trade without violation of
this Section 6, or (B) Consultant receives on a non-confidential basis
from a third party who is not under an obligation of confidence to the
Company. Notwithstanding anything to the contrary contained in this
Section 6, the Consultant may disclose any Protected Information to the
extent required by court order or decree or by the rules and
regulations of a governmental agency or as otherwise required by law;
provided that the Consultant shall provide the Company with prompt
notice of such required disclosure in advance thereof so that the
Company may seek an appropriate protective order in respect of such
required disclosure.
(b) Company Opportunities. The Consultant shall promptly disclose to
the Company's Chief Executive Officer or to the Chairman of its Board of
Directors, any and all corporate opportunities, including without limitation,
any opportunities for investment, co-investment, joint-venture, exploration,
exploitation, or other business activities, discovered, identified or made known
to the Consultant in the direct performance of his services to the Company
(collectively, "Company Opportunities") and all material information known to
the Consultant
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with respect thereto, as well as the Consultant's good faith assessment of
whether the Company Opportunity may be appropriate for the Company. The
Consultant shall not present, offer or disclose any Company Opportunity to any
person or entity other than the Company and shall not, directly or indirectly,
on his own behalf or on behalf of any person or entity other than the Company,
take any action to exploit or develop such Company Opportunity unless and until
the Board has had a period of at least ten (10) days to from the date of such
disclosure to consider the Company Opportunity and the information so provided
and has elected not to pursue the Company Opportunity. Failure of the Board to
notify the Consultant within such ten (10) day period of its election pursue the
Company Opportunity shall be deemed an election by the Company not to pursue the
Company Opportunity.
(c) Survival. The provisions of this Section 6 shall, without any
limitation as to time, survive the expiration or termination of the Consultant's
services hereunder to the extent necessary to enforce the specific terms
thereof, irrespective of the reason for any termination.
7. SPECIFIC PERFORMANCE. The Consultant acknowledges that the services to be
rendered by the Consultant are of a special, unique and extraordinary character
and, in connection with such services, the Consultant will have access to
Protected Information vital to the Company's Business and the businesses of its
subsidiaries and affiliates and may have knowledge of Developments and Company
Opportunities vital to the Business or the planned business of the Company or
its subsidiaries or affiliates. By reason of this, the Consultant consents and
agrees that if the Consultant violates any of the provisions of Section 6
hereof, the Company and its subsidiaries and affiliates would sustain
irreparable injury and that monetary damages would not provide adequate remedy
to the Company and that the Company shall be entitled to have Section 6 hereof
specifically enforced by any court having equity jurisdiction.
8. TAXES. The Consultant, as an independent contractor, shall be solely
responsible for determination and payment of any and all Federal, state, local
and/or other taxes which are required to be paid with respect to any all amounts
paid to the Consultant under this Agreement.
9. INDEMNIFICATION. The Consultant shall be entitled to indemnification by the
Company in accordance with and as provided in the by-laws of the Company as in
effect on May 24, 2001, to the fullest extent that such by-laws of the Company
provide for indemnification by the Company of its agents, provided that terms
and conditions of indemnification hereunder shall not be adversely affected by
the termination, rescission, amendment or modification of the by-laws, and
further provided that the provisions of this Section 9 shall not extend to any
action brought to enforce the terms of this Agreement. The provisions of the
Section 9 shall survive the termination of this Agreement.
10. NOTICES. Any notice or other communication required or permitted to be given
under this Agreement shall be in writing and shall be deemed given (i) when
delivered or refused if sent by hand during regular business hours, (ii) three
(3) business days after being sent by United States Postal Service, registered
or certified mail, postage prepaid, return receipt requested, or (iii) on the
next business day when sent by reputable overnight express mail service that
provides tracing and proof of receipt or refusal of items mailed, or (iv) when
received by the addressee if by telecopier transmission addressed to the Company
or Consultant, as the case may be, at the
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address or addresses set forth below or such other addresses as the parties may
designate in a notice given in accordance with this Section.
IF TO THE COMPANY:
Range Resources Corporation
777 Main Street, Suite 800
Fort Worth, Texas 76102
Attention: John H. Pinkerton
IF TO THE CONSULTANT:
Thomas J. Edelman
535 Madison Avenue, 35th Floor
New York, N.Y. 10022
11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties hereto with respect to its subject matter.
12. WAIVER. The excuse or waiver of the performance by a party of any obligation
of the other party under this Agreement shall only be effective if evidenced by
a written statement signed by the party so excusing or waiving. No delay in
exercising any right or remedy shall constitute a waiver thereof, and no waiver
by the Company or the Consultant of the breach of any covenant of this Agreement
shall be construed as a waiver of any preceding or succeeding breach of the same
or any other covenant or condition of this Agreement.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
14. LEGAL FEES. The Company shall pay the Consultant's reasonable legal fees and
related expenses incurred in any an action brought to enforce the terms of this
agreement, such payment to be made promptly upon receipt of customary
documentation evidencing the incurrence of such expenses in reasonable detail,
provided the Consultant shall have agreed in writing to refund such amounts upon
a final non-appealable judgement of a court of competent jurisdiction holding
against the Consultant.
15. ASSIGNABILITY. The obligations of the Consultant hereunder may not be
delegated and, except with respect to the designation of beneficiaries in
connection with any amounts payable to the Consultant hereunder, the Consultant
may not, without the Company's written consent, assign, transfer, convey,
pledge, encumber, hypothecate or otherwise dispose of this Agreement or any
interest herein. Any such attempted delegation or disposition shall be null and
void and without effect. The Company and the Consultant agree that this
Agreement and all of the Company's rights and obligations hereunder may be
assigned or transferred by the Company to and shall be assumed by and be binding
upon any successor to the Company. The term "successor" means, with respect to
the Company or any of its subsidiaries, any corporation or other business entity
which, by merger, consolidation, purchase of the assets or otherwise acquires
all or a material part of the assets of the Company. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
permitted successors and assigns.
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16. SEVERABILITY. Each provision hereof is intended to be severable and the
invalidity or illegality of any portion of this Agreement shall not affect the
validity or legality of the remainder.
17. AMENDMENT. This Agreement may be amended only by a written instrument
executed by the Company and the Consultant.
18. HEADINGS. All headings herein are inserted for convenience and ease of
reference purposes only and are not to be considered in the construction or
interpretation of this Agreement.
19. COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, each of which shall for all purposes constitute one (1) agreement
which is binding on all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date fist written above.
RANGE RESOURCES CORPORATION
By:
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Name: John H. Pinkerton
Title: President
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Thomas J. Edelman
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