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Document Preview Change in Control Agreement |
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Title: |
Change in Control Agreement |
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Entities: |
KCS Energy, Inc.; Joseph T. Leary; KCS Energy Inc. |
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Date: |
2003 |
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Size: |
Preview shows 4KB of 14KB total |
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Price: |
$35 |
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ID: |
#165300 |
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CHANGE IN CONTROL AGREEMENT
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This CHANGE IN CONTROL AGREEMENT (this "Agreement") is made as of May
27, 2003, between KCS ENERGY, INC., a Delaware corporation whose principal place
of business is located at 5555 San Felipe, Suite 1200, Houston, Texas 77056 (the
"Company") and JOSEPH T. LEARY (the "Executive").
The Company and the Executive agree as follows:
1. RECITALS.
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1.1 The Executive is employed by the Company.
1.2 The Company recognizes that a Change in Control of Company may
occur.
1.3 The Company desires to induce the Executive to remain in the employ
of the Company and to assure the Executive of a fair severance payment should
his employment terminate under certain circumstances following a Change of
Control
2. SEVERANCE ARRANGEMENT.
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2.1. Termination By Company or Executive. If within two (2) years
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following a Change in Control the Executive's employment with the Company is
terminated (i) by the Company for any reason other than for Cause, death or
permanent disability or (ii) by the Executive for Good Reason, then:
2.1.1. Cash Payment. The Company shall Pay to Executive: (i)
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an amount equal to one (1) times the greater of (a) the Executive's
annual base salary in effect as of the Termination Date or (b) the
Executive's annual base salary in effect immediately preceding the
Change in Control; plus (ii) an amount equal to one (1) times the
greater of (a) the amount of any cash bonus payable to the Executive
for the year in which the Termination Date falls (provided that if the
Executive's bonus for such year has not been determined as of the
Termination Date, then the amount of the bonus shall be determined as
if the Executive earned 100% of the targeted bonus for such year) or
(b) the amount of any cash bonus paid to the Executive for the year
immediately preceding the year in which the Change in Control occurs;
plus (iii) the amount of any earned but unpaid salary as of the
Termination Date; plus (iv) a pro rata amount of the Executive's
targeted bonus for the year in which the Termination Date falls; plus
(v) the amount of any accrued but unpaid vacation pay through the
Termination Date.
2.1.2. Stock Options and Restricted Stock. Any stock options
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or restricted stock granted to the Executive by the Company as of the
Termination Date shall immediately vest and any stock options remain
exercisable until the later of (i) one (1) year from the Termination
Date or (ii) the date on which such options may be exercised pursuant
to the employee stock option plan under which they were granted.
2.1.3. Insurance Benefits. The Company shall continue to
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maintain and pay the premiums for the Executive's medical and life
insurance with coverage which is substantially similar to the coverage
in effect as of the Termination Date until the earlier of (i) the first
anniversary of the Termination Date or (ii) the date the Executive
becomes employed by another employer and is entitled to substantially
similar benefits under such employer's benefit plan. If continued
coverage is not permitted under the Company's insurance plans, then the
Company will (a) provide the Executive with substantially similar
insurance through another insurance carrier or (b) reimburse the
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