(c) MANAGEMENT WELL BONUS PARTICIPATION: The Company and the Executive acknowledge theexistence of a separate agreement between themselves, titled “The Meridian ResourceManagement Well Bonus Plan,” dated November 5, 1997 (“the Management Well Bonus Plan”);which Management Well Bonus Plan is not affected by or superseded by the terms andconditions of this Agreement; the Company and the Executive agree that all interpretationand enforcement of the terms of the Management Well Bonus Plan shall be separate and standalone. Notwithstanding anything to the contrary contained in this Agreement or any otheragreement, the Company and the Executive acknowledge that the Executive’s participationunder the Management Well Bonus Plan is currently as set forth in EXHIBIT “A”.1.5 EMPLOYMENT BENEFITS. In addition to the Salary payable to the Executive hereunder, theExecutive shall be entitled to the following benefits:(a) EMPLOYMENT BENEFITS. As an employee of the Company, the Executive shall participate inand receive coverage under all general employee benefit plans and programs, as may be ineffect from time to time, upon satisfaction by the Executive of the eligibilityrequirements thereof. Nothing in this Agreement is to be construed or interpreted toprovide greater rights, participation, coverage, or benefits under such benefit plans orprograms than are provided to similarly situated employees pursuant to the terms andconditions of such benefit plans and programs.(b) WORKING FACILITIES. During the term of this Agreement, the Company shall provide, atits expense, office space, furniture, equipment, supplies and personnel as shall beadequate for the Executive’s use in performing Executive’s duties and responsibilitiesunder this Agreement.(c) CLUB. Company shall reimburse Executive for all general club dues and business relatedexpenses incurred at the clubs set forth in EXHIBIT “A”.(d) PROFESSIONAL DUES. The Company shall pay for all professional dues, seminars,continuing education and related activities in the furtherance of the Executive’s dutiesdefined herein.(e) VACATION. Executive shall be entitled to the vacation as set out in EXHIBIT “A”.(f) GENERAL. The other benefits set out in EXHIBIT “A”.(g) LIMITATIONS. Company shall not by reason of this Article 1.5 be obligated toinstitute, maintain, or refrain from changing, amending, or discontinuing, any incentivecompensation or employee benefit program or plan, so long as such actions are similarlyapplicable to similarly situated covered employees.**ARTICLE II****TERMINATION**2.1 TERMINATION. Notwithstanding anything herein to the contrary, this Agreement and theExecutive’s employment hereunder may be terminated without any breach of this Agreement at any timeduring the term hereof by reason of and in accordance with the following provisions:(a) DEATH. If the Executive dies during the term of this Agreement and while in the employof the Company, this Agreement shall automatically terminate as of the date of theExecutive’s death, and the Company shall have no further liability hereunder to theExecutive or Executive’s estate, except to the extent set forth in Section 2.2(a) hereof.(b) DISABILITY. If, during the term of this Agreement, the Executive shall be preventedfrom performing the Executive’s duties hereunder, for a period of not less than sixty (60)consecutive days or an aggregate of ninety (90) days during any period of twelve (12)consecutive calendar months, by reason of becoming disabled as hereinafter defined, theCompany may terminate this
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Agreement immediately upon written notice to the Executive without any further liabilityhereunder to the Executive, except as set forth in Section 2.2(b) hereof. For purposes ofthis Agreement, the Executive shall be deemed “Disabled” when the Board of Directors of theCompany, upon the written report of a qualified physician designated by the Board ofDirectors of the Company, shall have determined that the Executive has become mentally,physically and/or emotionally incapable of performing Executive’s duties and services underthis Agreement.(c) TERMINATION BY THE COMPANY FOR CAUSE. Prior to the expiration of the term of thisAgreement, the Company may discharge the Executive for cause and terminate this Agreementimmediately upon written notice to the Executive without any further liability hereunder tothe Executive, except to the extent set forth in Section 2.1(c) hereof. For purposes ofthis Agreement, a “discharge for cause” shall mean termination of the Executive uponwritten notice to the Executive limited, however, to one or more of the following reasons:(1) Conviction of the Executive by a court of competent jurisdiction of a felony ora crime involving moral turpitude;(2) The Executive’s failure or refusal to comply with the Company’s policies,standards, and regulations of the Company, which from time to time may beestablished;(3) The Executive’s engaging in conduct amounting to fraud, dishonesty, grossnegligence, willful misconduct or conduct that is unprofessional, unethical, ordetrimental to the reputation, character or standing of the Company; or(4) The Executive’s failure to faithfully and diligently perform the dutiesrequired hereunder or to comply with the provisions of this Agreement.Prior to terminating this Agreement pursuant to clause (2) or (4) of this Section 2.1, theCompany shall furnish the Executive written notice of the Executive’s alleged failure toabide by or alleged breach of this Agreement. Any such notice shall set forth in detailthe facts and circumstances alleged to provide a basis for such termination. The Executiveshall have thirty (30) days receipt of such notice to cure such failure to abide or breachand the Company’s Board of Directors, in its sole discretion, shall determine if thefailure to abide or breach is cured.(d) TERMINATION BY THE COMPANY WITH NOTICE. The Company may terminate this Agreement at anytime, for any reason, other than as set forth in Subparagraphs (a), (b) or (c) of thisSection 2.1, with or without cause, in the Company’s sole discretion, immediately uponwritten notice to the Executive without any further liability hereunder to the Executive,except to the extent set forth in Section 2.2(d) hereof.(e) TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive may terminate thisAgreement at any time for Good Reason (as hereinafter defined) in which event the Companyshall have no further liability hereunder to the Executive, except to the extent set forthin Section 2.2(e) hereof. For purposes of this Agreement, the term “Good Reason” shallmean, without the Executive’s express written consent, the occurrence of any of thefollowing circumstances:(1) The Company’s failure to pay the Executive the Compensation pursuant to theterms of this Agreement that has not been cured within thirty (30) days afternotice of such noncompliance has been given by the Executive to the Company; or(2) Any failure by the Company to comply with any material provision of thisAgreement that has not been cured within thirty (30) days after notice of suchnoncompliance has been given by the Executive to the Company. Any such notice shallset forth in detail the facts and circumstances of the alleged failure. TheExecutive shall use Executive’s best efforts to make a good faith determination ifthe failure has been cured and shall so notify the Company within five (5) daysafter the expiration of said thirty (30) day period; or
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(3) A failure to elect or reelect or to appoint or reappoint the Executive tothe office of Senior Vice President and Chief Accounting Officer of the Company orother material change by the Company of the Executive’s functions, duties orresponsibilities which change would reduce the ranking or level, dignity,responsibility, importance or scope of the Executive’s position with the Companyfrom the position and attributes thereof described in Section 1.1 above;(4) The assignment or reassignment by the Company of the Executive to a locationnot within thirty (30) miles of the Company’s current location;(5) The failure for any reason of the Executive to continue to directly report tothe Chief Executive Officer and/or President of the Company as his supervisor,without any intermediate supervisor;(6) The failure of the Company to continue to provide the Executive with officespace, related facilities and secretarial assistance that are commensurate with theExecutive’s responsibilities to and position with the Company;(7) The notification by the Company of the Company’s intention not to observeor perform one or more of the obligations of the Company under this Agreement;(8) The failure by the Company to fulfill its obligations to the Executive asrequired by the Company’s Indemnification Agreement, attached as Exhibit “B”;(9) The occurrence of any other material breach of this Agreement by the Company orany of its subsidiaries.; or(10) The refusal to assume this Agreement by any successor or assign of theCompany as provided in Section 4.4.(f) TERMINATION BY THE EXECUTIVE WITH NOTICE. The Executive may terminate this Agreementfifteen (15) days in advance for any reason, in the Executive’s sole discretion other thanGood Reason, by giving the Company fifteen (15) days prior written notice, in which eventthe Company shall have no further liability hereunder to the Executive, except to theextent set forth in Section 2.2(f) hereof.2.2 COMPENSATION UPON TERMINATION(a) DEATH. In the event the Executive’s employment hereunder is terminated pursuant to theprovisions of Section 2.1(a) hereof due to the death of the Executive, the Company shallhave no further obligation to the Executive or Executive’s estate, except to pay to theExecutive’s spouse, or if none, the estate of the Executive, the Accrued Obligation. Forpurposes of this Agreement, “Accrued Obligation” means the sum of (i) the Executive’sSalary through the date of termination of this Agreement for periods through but notfollowing the Executive’s Separation From Service (as defined in Section 2.2(b)), (2) anyaccrued vacation pay earned by the Executive and (3) any sick leave benefits earned by theExecutive, in each case, to the extent not theretofore paid. Any amount due the Executiveunder this Section 2.2(a) shall be paid in a lump sum in cash within thirty (30) days afterthe death of the Executive.(b) DISABILITY. In the event the Executive’s employment hereunder is terminated pursuant tothe provisions of Section 2.1(b) hereof due to Disability of the Executive, the Companyshall be