Exhibit 10.1
[GASTAR LETTERHEAD]
July 5, 2007
Jeffrey C. Pettit
4215 Spring Palms Court
Kingwood, TX 77345
RE: Offer of Employment
Dear Jeff:
Per our discussions, this letter shall serve as an offer of employment from
Gastar Exploration Texas, L.P. ("GET," a wholly-owned subsidiary of Gastar
Exploration, Ltd. "Gastar"). Your employment will be full-time and you will
dedicate your best efforts to your employment.
Effective Date: August 21, 2007
Title: Vice President & Chief Operating Officer
Base Salary: $285,000 per year.
Bonus: You will be eligible for inclusion in a discretionary
Annual Bonus program for GET employees in any year
that such general bonuses are paid. For calendar
year 2007, you will receive a guaranteed bonus equal
to 20% of your base annual salary (pro-rated for the
time period between the Effective Date and December
31, 2007).
Option Position: Subject to the approval of Gastar's Board of
Directors, you will receive 112,500 restricted common shares
of Gastar valued on the Effective Date or the first date
thereafter that such a grant and resolution may be approved by
the Gastar Board of Directors. The initial restricted shares
will vest 33% each year starting with year two through year
four. You will be eligible for additional grants on a
subjective basis as a part of an annual compensation and
performance review. This benefit is governed by a separate
agreement, which shall control.
Vacation: You will receive four weeks paid vacation (pro-rated
for the Effective Date) during calendar 2007 and four
weeks paid vacation annually thereafter. If your
employment is terminated for cause, you will forfeit
any unused vacation for the then-current calendar
year. If your employment is terminated without
cause, you will be paid any unused vacation for the
then-current year.
Expense Account: GET shall reimburse you for ordinary and reasonable
business expenses incurred in the performance of your
responsibilities as Vice President - Chief Operating Officer
as per the terms of existing policies. All expenses will be
submitted to the undersigned and will be paid upon approval of
the undersigned.
Medical Coverage: You will be eligible for participation in the
medical and dental insurance programs offered to GET
employees, subject to the eligibility and participation
provisions of such programs. As with all employee benefits,
your employer reserves the right in its discretion to add to,
delete from or otherwise modify its compensation and benefit
programs.
Termination: You or GET may terminate your employment at any time,
with or without cause. If your employment is
terminated by GET for cause, you will not be eligible
for severance or other compensation except for
accrued annual salary to the date of termination. If
your employment is terminated for cause, you also
will not be eligible to receive any options for the
purchase of Gastar common stock or restricted Gastar
common shares.
If your employment is terminated by GET without cause during
the first two years of employment, you will receive one (1.0)
times your annual salary in severance payments, plus vested
options or restricted shares initially granted herein or
granted prior to termination. If your employment is terminated
by GET without cause after the second year of employment you
will receive one and one-half (1.5) times your annual salary
plus options or restricted shares vested prior to the date of
termination. Any severance or other compensation will be paid
over the period equal to the compensation amount, i.e. 1.0
times Annual Salary would be paid over twelve months.
"Cause" means any of the following: (1) willful disobedience
of reasonable and ethical directives of the Company; (2)
conviction of a felony or a crime involving moral turpitude;
(3) actions in competition with the Company or in aid of a
competitor; (4) misconduct or material neglect of your duties;
Disability: If you become disabled, and are unable, in GET's
opinion, to perform all duties of your job, and that
condition exists for more than ninety (90) days, your
employment shall be considered terminated, with any
severance payments to be made solely at the
discretion of GET, which shall also have the right,
not to pay any severance. This disability statement
will not apply if employee is injured on the job or
while performing job duties for company including
travel for company.
Confidentiality: As a condition of your continued employment, you must sign the
attached Employee Technology Agreement.
Resolution
of Disputes: If any disputes between you and the Company cannot be
resolved amicably, such dispute (including but not
limited to any disputes relating to your employment,
termination of your employment or any claim alleging
employment discrimination), shall be resolved by
binding arbitration. Such arbitration shall be held
before a single arbitrator in Harris County, Texas,
and conducted under the Rules of the American
Arbitration Association. The decision of the
arbitrator shall be final and binding. Any claim for
arbitration must be filed in writing within one-year
of the event(s) giving rise to the dispute.
Assignment and
Termination of
Agreement: This agreement may be assigned by GET to any
affiliated company including Gastar. This agreement
may be terminated by either party prior to the
Effective Date.
Please sign below to indicate your confirmation of these employment terms.
Sincerely,
/s/ J. RUSSELL PORTER
J. Russell Porter
Authorized Officer
Gastar Exploration Texas, L.P.
cc: Michael Gerlich
AGREED TO AND ACCEPTED
This 5th day of July, 2007.
/s/ JEFFERY C. PETTIT
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Jeffrey C. Pettit
EMPLOYEE TECHNOLOGY AGREEMENT
Employee: Jeffrey C. Pettit Company: Gastar Exploration Texas, L.P.
Date: 07/05/07
I understand and agree that the Company has made significant and extensive
investments in time, materials, and money to develop confidential and
proprietary information and trade secrets which provide the Company with a
business advantage. In consideration for my continued employment in any capacity
with the Company, and as consideration for the salary and benefits paid for my
services during my employment, I agree as follows:
1. Confidential Information. Except as required by my work for the Company,
during and after my employment with the Company, I agree to not use or
disclose to others any of the Company's confidential and proprietary
information including, but not limited to, production methods and
processes, financial data, geological data, geophysical data, leasehold
data, customer information (including names, needs, and contacts), computer
data and software, work-in-process, research-and-development, vendors, and
technological developments.
2. Materials Developed for Company. I agree that all original materials
developed by me, alone or in concert with others, either on Company time,
through the use of Company materials, or relating to the Company's business
(including, but not limited to, computer programs, listings, design
specifications, flow charts and documentation), are works made for hire
under the United States Copyright Laws and are the sole and exclusive
property of Company. I further agree that this Agreement operates as an
irrevocable assignment to Company by me of all rights related to the
copyrights in the developed materials.
3. Removal or Duplication of Company Property. Except as required by my work
for the Company, I agree that I will not remove any Company property from
the Company's premises or duplicate any of the Company's property, whether
by photocopy, computer, photograph, videotape, audio tape, or otherwise.
4. Return of Materials upon Termination. Upon termination of employment with
the Company, I agree to immediately return to the Company all of the
Company's property including, but not limited to, keys, access cards,
identification badges, manuals, files, tools, blueprints, financial
documents, records of any kind, computers, computer disks, files and
printouts, and any other materials or property of the Company.
5. Scope of this Agreement; Changes. I understand that this Agreement replaces
all prior agreements or understandings, oral or written, covering the
subject matter of this Agreement.
I also understand that this Agreement may only be changed in a writing signed by
me and the President of the Company. This Agreement applies to and benefits not
only to the Company, but also to any companies affiliated with, or successor to,
the Company.
GASTAR EXPLORATION TEXAS, L.P. JEFFREY C. PETTIT
By: /s/ J. RUSSELL PORTER /s/ JEFFERY C. PETTIT
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J. Russell Porter
Its Authorized Officer