Exhibit 10.32
ADOPTED PLAN
ADDISON ENERGY INC.
EMPLOYEE BONUS RETENTION PLAN
July 29, 2003
SECTION 1
GENERAL
1.1
PURPOSE.
THIS ADDISON ENERGY INC. EMPLOYEE
BONUS RETENTION PLAN (THE "PLAN") IS ESTABLISHED BY THE BOARD OF DIRECTORS (THE
"BOARD") OF ADDISON ENERGY INC. (THE "COMPANY") TO PROMOTE THE LONG-TERM
FINANCIAL INTERESTS OF THE COMPANY BY PROVIDING CERTAIN EMPLOYEES OF THE COMPANY
AND ITS AFFILIATES (AS SUCH TERM IS DEFINED IN THE STOCKHOLDERS' AGREEMENT DATED
AS OF THE DATE HEREOF AMONG EXCO HOLDINGS INC. AND THE STOCKHOLDERS LISTED ON
THE SIGNATURE PAGES ATTACHED THERETO) WITH AN INCENTIVE TO REMAIN EMPLOYED WITH
THE COMPANY AND ITS AFFILIATES SO THEY CAN CONTINUE TO ACTIVELY PERFORM THEIR
JOB FUNCTIONS AND DUTIES WITH FULL ATTENTION AND DEDICATION.
1.2
PLAN ADMINISTRATION.
THE AUTHORITY TO
CONTROL AND MANAGE THE OPERATION AND ADMINISTRATION OF THE PLAN SHALL BE VESTED
IN THE BOARD.
1.3
ACTION BY THE COMPANY.
ANY ACTION REQUIRED
OR PERMITTED TO BE TAKEN BY THE COMPANY UNDER THE PLAN SHALL BE BY RESOLUTION OF
ITS BOARD OR BY WRITING OF A DULY AUTHORIZED OFFICER OF THE COMPANY.
1.4
EFFECTIVE DATE OF PLAN.
THIS PLAN SHALL
BECOME EFFECTIVE ON THE "CLOSING DATE," AS DEFINED IN THE MERGER AGREEMENT,
DATED MARCH 11, 2003, BY AND AMONG EXCO RESOURCES, INC., EXCO HOLDINGS INC. AND
ER ACQUISITION, INC.
SECTION 2
PARTICIPATION
2.1
PARTICIPATION.
THE INDIVIDUALS LISTED ON
EXHIBIT A ARE ELIGIBLE TO PARTICIPATE IN THE PLAN ("PARTICIPANT").
SECTION 3
RETENTION BONUS
3.
ENTITLEMENT TO AND PAYMENT OF RETENTION
BONUS.
SUBJECT TO THE TERMS OF SECTION 4 AND 5 OF THE PLAN, A PARTICIPANT SHALL
RECEIVE THE RETENTION BONUS (AS DEFINED IN SECTION 3.2 BELOW) AS FOLLOWS:
(I)
6.25% OF THE RETENTION BONUS, LESS APPLICABLE FEDERAL, STATE AND LOCAL
WITHHOLDINGS, PAID IN CASH, IN A LUMP SUM PAYMENT, WITHIN FIVE (5) DAYS AFTER
EACH THREE MONTH ANNIVERSARY OF THE CLOSING DATE UNTIL THE DATE THAT IS THE FOUR
YEAR ANNIVERSARY OF THE CLOSING DATE; PROVIDED, HOWEVER, THAT THE UNPAID
RETENTION BONUS PAYMENTS, LESS APPLICABLE FEDERAL, STATE AND LOCAL WITHHOLDINGS,
SHALL BE PAID IN CASH, IN A LUMP SUM PAYMENT, TO A PARTICIPANT UPON THE
OCCURRENCE OF ANY OF THE EVENTS DESCRIBED IN SUBSECTIONS (I)-(III) OF THE
DEFINITION OF CHANGE OF CONTROL SET FORTH IN THE STOCK REPURCHASE AGREEMENT OF
EVEN DATE HEREWITH BY AND AMONG EXCO HOLDINGS INC. AND THE PERSONS LISTED ON THE
SIGNATURE PAGES ATTACHED THERETO.
EXCEPT AS OTHERWISE SET FORTH IN SECTION 4.1
BELOW, A PARTICIPANT MUST BE EMPLOYED WITH THE COMPANY OR ONE OF ITS AFFILIATES
AT THE TIME EACH PORTION OF THE BONUS PAYMENTS ARE MADE TO RECEIVE THE RETENTION
BONUS.
3.2
DEFINITION OF RETENTION BONUS.
FOR PURPOSES
OF THIS PLAN, "RETENTION BONUS" SHALL MEAN THE AMOUNT LISTED ON THE
PARTICIPATION AGREEMENT, ATTACHED HERETO AS EXHIBIT B, FOR THE PARTICIPANT.
SECTION 4
TERMINATION
4.1
EFFECT OF TERMINATION.
IF A PARTICIPANT
TERMINATES HIS/HER EMPLOYMENT BY VOLUNTARY RESIGNATION WITHOUT GOOD REASON (AS
DEFINED IN SECTION 4.3 BELOW) OR IS TERMINATED BY THE COMPANY OR ONE OF ITS