THE TWENTY-FOUR (24) MONTH PERIOD
FOLLOWING EMPLOYEE'S TERMINATION BY THE COMPANY WITHOUT CAUSE (OTHER THAN BY
REASON OF DEATH OR DISABILITY) OR BY EMPLOYEE FOR GOOD REASON.
(EE)
"STI AWARD" SHALL HAVE THE MEANING SET FORTH IN SECTION 4(A) BELOW.
(FF)
"TAXABLE COST" SHALL HAVE THE MEANING SET FORTH IN
SECTION 8(D)(VI) BELOW.
3
(GG)
"TERM OF EMPLOYMENT" SHALL MEAN THE PERIOD SPECIFIED IN SECTION 2
BELOW.
SECTION 2.
ACCEPTANCE AND TERM OF EMPLOYMENT.
THE COMPANY AGREES TO EMPLOY EMPLOYEE, AND EMPLOYEE AGREES TO SERVE THE COMPANY,
ON THE TERMS AND CONDITIONS SET FORTH HEREIN.
THE "TERM OF EMPLOYMENT" SHALL
MEAN THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND, UNLESS TERMINATED SOONER
AS PROVIDED IN SECTION 8 HEREOF, CONTINUING FOR A PERIOD OF TWO (2) YEARS FROM
THE EFFECTIVE DATE; PROVIDED, HOWEVER, THAT THE TERM OF EMPLOYMENT SHALL BE
EXTENDED AUTOMATICALLY AT THE END OF THE INITIAL TWO (2) YEAR TERM FOR A ONE
(1) YEAR TERM AND THEREAFTER FOR SUCCESSIVE ONE (1) YEAR TERMS IF NEITHER THE
COMPANY NOR EMPLOYEE HAS ADVISED THE OTHER IN WRITING IN ACCORDANCE WITH
SECTION 19 AT LEAST NINETY (90) DAYS PRIOR TO THE END OF THE THEN CURRENT TERM
THAT SUCH TERM WILL NOT BE EXTENDED FOR AN ADDITIONAL ONE (1) YEAR TERM.
SECTION 3.
POSITION, DUTIES, AND RESPONSIBILITIES; PLACE OF
PERFORMANCE.
(A)
DURING THE TERM OF EMPLOYMENT, EMPLOYEE SHALL BE EMPLOYED AND SERVE
AS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY AND SHALL HAVE SUCH
DUTIES AND RESPONSIBILITIES AS ARE COMMENSURATE WITH SUCH TITLE.
THE EMPLOYEE
SHALL REPORT TO THE BOARD AND SHALL CARRY OUT AND PERFORM ALL ORDERS, DIRECTIONS
AND POLICIES GIVEN TO HIM BY THE BOARD CONSISTENT WITH HIS POSITION AND TITLE.
EMPLOYEE ALSO AGREES TO SERVE AS AN OFFICER AND/OR DIRECTOR OF ANY MEMBER OF THE
COMPANY GROUP, IN EACH CASE WITHOUT ADDITIONAL COMPENSATION, EXCEPT AS PROVIDED
HEREIN OR IN A SEPARATE AGREEMENT BETWEEN THE PARTIES.
IN ADDITION, AT SUCH
TIME THAT EMPLOYEE OBTAINS ALL REQUIRED WORK PERMITS IN FRANCE, THE COMPANY
SHALL CAUSE EMPLOYEE TO BE APPOINTED AS CHAIRMAN OF TOREADOR HOLDING SAS (THE
"APPOINTMENT DATE").
FROM AND AFTER THE APPOINTMENT DATE, THE COMPANY SHALL
EXPRESSLY BE PERMITTED TO HAVE ALL OR PART OF THE BASE SALARY AND STI AWARD PAID
TO EMPLOYEE BY TOREADOR HOLDING SAS.
(B)
EMPLOYEE SHALL DEVOTE HIS FULL BUSINESS TIME, ATTENTION, SKILL, AND
BEST EFFORTS TO THE PERFORMANCE OF HIS DUTIES UNDER THIS AGREEMENT AND SHALL NOT
ENGAGE IN ANY OTHER BUSINESS OR OCCUPATION DURING THE TERM OF EMPLOYMENT,
INCLUDING, WITHOUT LIMITATION, ANY ACTIVITY THAT (X) CONFLICTS WITH THE
INTERESTS OF THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP,
(Y) INTERFERES WITH THE PROPER AND EFFICIENT PERFORMANCE OF EMPLOYEE'S DUTIES
FOR THE COMPANY, OR (Z) INTERFERES WITH EMPLOYEE'S EXERCISE OF JUDGMENT IN THE
COMPANY'S BEST INTERESTS.
NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL
PRECLUDE EMPLOYEE FROM (I) SERVING, WITH THE PRIOR WRITTEN CONSENT OF THE BOARD,
AS A MEMBER OF THE BOARDS OF DIRECTORS OR ADVISORY BOARDS (OR THEIR