Employment Agreement



Exhibit 10.96 
 
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT 
 
This Employment Agreement (this “Agreement”) is made
between TIPPERARY CORPORATION, a Colorado corporation, with its principal place of business at 633 Seventeenth Street, Suite 1550, Denver, Colorado 80202 (the “Company”) and KENNETH L. ANCELL, residing at 8848 Cedarspur, Houston, Texas
77055 (“Executive”). 
 
WHEREAS,
the Executive and the Company desire and agree to formalize an employment relationship between them by means of this Agreement: 
 
NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, it is mutually covenanted and agreed by and between the parties as follows: 
 
1.    EMPLOYMENT.    The Company hereby employs the Executive and the Executive hereby
accepts employment in the position of Executive Vice President—Corporate Development upon the terms and conditions contained herein. 
 
2.    BASIC COMPENSATION AND BENEFITS.    For the services rendered by the Executive to the
Company, the Company shall pay the Executive a salary at the rate of $195,000 per year to be paid to the Executive in equal installments in accordance with the normal payroll policies of the Company (the “Basic Compensation”) or as
otherwise shall be agreed upon from time to time by the parties hereto. In addition, the Executive shall be entitled to any benefits and permitted to participate in any benefit plans, including without limitation any health care plans and paid
vacation and sick leave, that the Company provides to its executives generally. 
 
3.    BONUSES.    In addition to the Basic Compensation, at the sole discretion of the management of the Company, the Executive may also receive
additional compensation in the form of bonuses (“Bonuses”) at times and in amounts to be determined by the Company’s management based upon corporate and individual performance. Notwithstanding the preceding sentence, if the Executive
and the Company fully achieve such performance goals as may reasonably be set in the discretion of management of the Company, such bonuses shall be in an amount equal to 20-25% of the Executive’s Basic Compensation. 
 
4.    AUTOMOBILE.    The Company shall provide the Executive with the use of an automobile of the Executive’s choice, subject to the approval of the Company as to the make, model
and terms of purchase or lease; provided, however, that the approval of the Company shall not be unreasonably withheld; and provided further, that total purchase price of the automobile shall not exceed $35,000, with reasonable loan terms, or the
monthly lease payment shall not exceed $600. The Company shall pay all reasonable expenses of operation of the automobile, including insurance and maintenance and repairs. The Executive will be required to report the value of the automobile as
taxable income. 
 
5.    HOUSTON OFFICE.    The Executive shall establish an office of the Company in the Houston, Texas area (the “Houston Office”). The Company and the Executive together shall
establish a budget for operating expenses each year. 
 
6.    TERM.    This Agreement shall commence on the date hereof, and shall remain in effect for a period of three (3) years (the “Employment Term”) unless employment is
terminated in accordance with Section 7 or 8 hereunder. 







7.    TERMINATION WITHOUT COMPENSATION. 
 
7.1    Total
Disability.    If the Executive becomes “totally disabled,” as defined below, the Company may terminate this Agreement by notice to the Executive, and as of the termination date, the Company shall have no further
liability or obligation to the Executive hereunder except as follows: the Executive shall receive any unpaid Basic Compensation and Bonuses, if any, that have accrued through the date of termination. For the purposes hereof, the Executive shall be
deemed to be “totally disabled” if the Executive is considered totally disabled according to the definition under any group disability plan maintained by the Company and in effect at the time of termination, or in the absence of any such
plan, under applicable Social Security regulations. In the event of any dispute under this Section 7.1, the Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company and the Executive, the cost of
such examination to be paid equally by the parties, and the determination of such physician shall be determinative. 
 
7.2    Death.    If the Executive dies during employment with the Company, this Agreement
shall terminate on the date of death, and thereafter the Company shall not have any further liability or obligation to the Executive, his executors, administrators, heirs, assigns or any other person claiming under or through the Executive’s
estate except that the Executive’s estate shall receive any unpaid Basic Compensation and Bonuses, if any, that have accrued through the date of death. 
 
7.3    Cause.    The Company may terminate the Employment Term for “cause,” as
defined herein below, by giving the Executive 15 days notice of the termination date, and as of the termination date, the Company shall have no further liability or obligation to the Executive hereunder except the Executive shall receive any unpaid
Basic Compensation and Bonuses, if any, that have accrued through the date of termination, less any liabilities that the Executive may have to the Company. For purposes of this Agreement, “cause” shall mean the Executive’s (i) failure
to observe or perform any of the material terms or provisions of this Agreement, (ii) failure to comply fully with the lawful directives of the Board of Directors and/or the President of the Company, (iii) disclosure or use of any confidential
information of the Company, (iv) participation directly or indirectly or providing of information which results in competition with the Company, (v) deception, (vi) willful misconduct, (vii) material neglect of the Company’s business, (viii)
conviction of a felony or other crime involving moral turpitude, (ix) misappropriation funds, or (x) habitual insobriety. 
 
8.    TERMINATION WITH COMPENSATION.    The Company shall have the right to terminate this
Agreement without cause at any time by giving the Executive 15 days notice of the termination date. Under such circumstances, the Company shall pay any unpaid Basic Compensation and Bonuses, if any, that have accrued through the date of termination,
and shall continue to pay to the Executive the Basic Compensation which accrues for six months following the end of the Employment Term (the “Termination Compensation”), and as of the termination date, the Company shall have no other
liability or obligation to the Executive. The Executive shall not be entitled to any Termination Compensation unless the Executive executes and delivers to the Company a release, in a form satisfactory to the Company, whereby the Executive releases
the Company from any obligations and liabilities of any type with exception to the Termination Compensation as provided herein. The Termination Compensation shall be provided in consideration for the above-specified release. 
 
9.    DUTIES AND EXTENT OF
SERVICES.    The Executive shall, on a full time basis, devote his entire business efforts to the Company, as Executive Vice President—Corporate Development, and shall perform, in a timely and professional manner
acceptable to the Company, those tasks assigned by the Company in conjunction with such position; provided, however, that the Executive may engage in personal investment activities so long as such activities do not interfere with the performance of
his duties to the Company herein. 







10.    OWNERSHIP.    The Executive agrees
that all developments made and developments and works created by Executive or under Executive’s direction in connection with the Company’s assignments are works for hire and shall be the sole and complete property of the Company.

 
11.    NONDISCLOSURE OF
CONFIDENTIAL INFORMATION 
 
11.1    Nondisclosure.    During the term of employment and forever thereafter, the Executive agrees to keep confidential all information provided by the Company, its executives,
directors, agents, or any other person or entity, excepting only such information as is already known to the public, and including any such information and material relating to any customer, vendor, licensor, licensee, or other party transacting
business with the Company, and not to release, use, or disclose the same except with the prior written permission of the Company. 
 
The Executive further agrees to consider all information or products with which the Executive becomes familiar as an Executive of the
Company to be confidential and the exclusive property of the Company which will not be converted or disclosed to anyone for any purpose whatsoever. All records, files, memorandums, reports, price lists, customer lists, drawings, plans, sketches,
documents and the like, relating to the business of the Company, which the Executive shall use or prepare or come into contact with, shall remain the sole property of the Company. A breach of this Section 11.1 shall give rise to “cause”
under which the Executive may be terminated under Section 7.3. 
 
11.2    Possession.    The Executive agrees that, upon request by the Company, and in any event upon termination of employment, the Executive shall turn over to the Company all
documents, papers, or other material in his possession or under his control which may contain or be derived from confidential information, together with all documents, notes, or other work product which is connected with or derived from the
Executive’s services to the Company whether or not such material is at the date hereof in the Executive’s possession. The Executive agrees that the Executive shall have no proprietary interest in any work product developed or used by the
Executive and arising out of his employment by the Company. A breach of this Section 11.2 shall give rise to “cause” under which the Executive may be terminated under Section 7.3. 
 
11.3    Survival of
Covenant.    The undertakings of this Section 11 of this Agreement shall survive the termination or cancellation of the Agreement or of the Executive’s employment. 
 
12.    COVENANT NOT TO
COMPETE.    For a period of 24 months from the date of any termination of the Executive’s employment with the Company, the Executive shall not, directly or indirectly, accept employment with or render any services to any
other business engaged in the exploration for or production of oil and gas in Queensland, Australia, form an association which is competitive with the Company, or form an association with or employ or offer to employ in a business competitive with
the Company, anyone who is or has been a director, officer, shareholder, employee or Executive of the Company. 
 
The Executive acknowledges that the restrictions imposed by this Agreement are fully understood by him and will not preclude the Executive
from becoming gainfully employed following a termination of employment with the Company. 
 
13.    REMEDIES.    The Executive agrees that this Agreement is intended to protect and preserve legitimate business interests of the Company. It is
further agreed that any breach of this Agreement may render irreparable harm to the Company. In the event of a breach by the Executive, the Company shall have available to it all remedies provided by law, including, but not limited to, permanent
injunctive relief to restrain the Executive from violating this Agreement. The Company 







shall also be entitled to commence legal action against the Executive for any breach of any
confidentiality agreement and/or confidentiality programs in effect at any time between the Executive and the Company. Notwithstanding any legal remedies available to the Company as a result of a breach of this Agreement, in the event of a breach by
the Executive, the Company shall immediately be entitled to withhold and avoid payment of any sums of money or other benefits then due or that become due under this or any other Agreement between the Executive and the Company. 
 
14.    GENERAL PROVISIONS.

 
14.1    No
Waiver.    The failure of the Company to terminate this Agreement for the breach of any condition or covenant herein by the Executive shall not affect the Company’s right to terminate for subsequent breaches of the same
or other conditions or covenants. The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of the party thereafter to
enforce each and every such provision. 
 
14.2    Notices.    All notices and other required communications to the parties shall be in writing and shall be addressed respectively as follows, unless and until directed otherwise
in writing: 
 
If to Company:

 
Tipperary Corporation

633 Seventeenth Street, Suite 1550 
Denver, Colorado 80202 
(303) 293-9379 
(303) 292-3428 - Fax 
 
If to Executive: 
 
Kenneth L. Ancell 
8848 Cedarspur 
Houston, Texas 77055 
 
14.3    Entire Contract and Facsimile Execution.    This Agreement shall constitute the entire contract between the parties and supersedes all existing agreements between them,
whether oral or written, with respect to the subject matter hereof. No change, modification or amendment of this Agreement shall be of any effect unless in writing signed by the Executive and by the President of the Company. Execution and delivery
of this Agreement may be effectuated by facsimile. 
 
14.4    Governing Law.    This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Colorado without
regard to principles of conflicts of laws. 
 
14.5    Severability.    Should any provision of this Agreement not be enforceable in any jurisdiction, the remainder of the Agreement shall not be affected thereby. 
 
14.6    Captions.    The captions in this Agreement are for convenience only and shall not affect the construction or interpretation of any term or provision hereof. 
 
14.7    Attorney
Fees.    In the event of a dispute between the parties that results in litigation or arbitration regarding this Agreement, the prevailing party, as determined by the finder of fact, shall be entitled to an award of reasonable
attorney fees. 







14.8    Further Assurances.    Without
further consideration, each party agrees to take such further acts and execute such further documents as are necessary or appropriate to effectuate the purpose and intent of this Agreement. 
 
14.9    Duration.    This Agreement shall continue to bind the parties for as long as any obligations remain under the terms of this contract. 
 
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement on this 17th day of October, 2002. 
 
 
Executive 
 
/s/    KENNETH L. ANCELL 
 
Tipperary Corporation 
 
 
 
By: 
 
/s/    DAVID L. BRADSHAW 
 
President and Chief Executive Officer