{"id":39656,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-tom-brown-inc-and-james-d-lightner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-tom-brown-inc-and-james-d-lightner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-tom-brown-inc-and-james-d-lightner.html","title":{"rendered":"Employment Agreement &#8211; Tom Brown Inc. and James D. Lightner"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n        This Employment Agreement (this 'Agreement') is dated as of May 3, 1999\nand made by and between TOM BROWN, INC., a Delaware corporation (the\n'Company'), having its principal offices at 555 17th Street, Suite 1850,\nDenver, Colorado 80202, and JAMES D. LIGHTNER (the 'Employee'), an individual\nresiding at 4503 W. Wagon Trail Drive, Littleton, Colorado 80123.\n\n                             W I T N E S S E T H :\n\n        NOW, THEREFORE, in consideration of the premises and the other mutual\ncovenants contained herein, the Company and Employee hereby agree as follows:\n\n        1. Employment. The Company hereby agrees to employ Employee, and\nEmployee hereby agrees to render his exclusive service to the Company, in the\ncapacity of President of the Company, with such duties as may be assigned to\nhim from time to time by the Board of Directors of the Company (the 'Board')\nfor the period commencing on the date hereof and ending on April 30, 2002 (the\n'Employment Period'), subject to earlier termination as hereinafter provided.\n\n        2. Place of Employment. Unless otherwise agreed by the Company and\nEmployee, throughout the Employment Period of this Agreement, Employee's\nbusiness office shall be located in Denver, Colorado, at such location in the\nDenver metropolitan area as may be specified by the Board.\n\n        3. Compensation. Upon execution of this Agreement, the Company shall\npay to Employee a lump sum cash payment of One Hundred Thousand and No\/100\nDollars ($100,000). Additionally, Employee shall be compensated by the Company\nat a minimum base rate of Two Hundred Fifty Thousand and No\/100 Dollars\n($250,000.00) per annum, payable semi-monthly on the fifteenth and final days\nof each month during the Employment Period, subject to such increases and\nadditional payments as may be determined from time to time by the Board in its\nsole discretion. Such compensation shall be in addition to any group insurance,\npension, profit sharing and other employee benefits, including the Company's\nexisting employee benefit plans, which are extended from time to time to\nEmployee in the discretion of the Board and for which Employee is eligible.\nSubject to such rules and procedures as are from time to time specified by the\nCompany, the Company shall also reimburse Employee for all reasonable expenses\nincurred by him on behalf of the Company.\n\n        4. Performance of Services. Employee shall devote his full working time\nto the business of the Company; provided, however, Employee shall be excused\nfrom performing any services for the Company hereunder during periods of\ntemporary incapacity and during vacations conforming to the Company's standard\nvacation policy (which for Employee shall be a minimum of four weeks per year),\nwithout thereby in any way affecting the compensation to which he is entitled\nhereunder.\n\n\n\n\n\n\n\n\n        5. Noncompetition. Employee agrees that during his employment by the\nCompany and for so long thereafter as he is receiving Severance Benefit\nPayments (as such term is defined in Section 10), he will not, directly or\nindirectly, either through any kind of ownership (other than ownership of\nsecurities of publicly held corporations of which Employee owns less than one\npercent (1%) of any class of outstanding securities) or as a director, officer,\nagent, employee or consultant, engage in any business which is competitive with\nthe business of the Company within the states of Texas, Wyoming, Utah,\nColorado, New Mexico, Montana or North Dakota. It is expressly agreed that the\nremedy at law for breach of this covenant is inadequate and that injunctive\nrelief shall be available to prevent the breach thereof. Employee shall be\nrelieved from the restrictions of this Section 5 only in the event Employee is\nterminated due to Trigger Events in accordance with the Severance Agreement (as\ndefined in Section 20).\n\n        6. Continuing Obligations. In order to induce the Company to enter into\nthis Agreement, the Employee hereby agrees that all documents, records,\ntechniques, business secrets and other information which have come into his\npossession from time to time during his employment by the Company or which may\ncome into his possession during his employment hereunder, shall be deemed to be\nconfidential and proprietary to the Company and the Employee further agrees to\nretain in confidence any confidential information known to him concerning the\nCompany and its subsidiaries and their respective businesses so long as such\ninformation is not publicly disclosed; provided, however, that the express\nobligation to retain such confidence shall expire eighteen (18) months after\nEmployee's termination of employment. In the event of a breach or threatened\nbreach by the Employee of the provision of this Section 6, the Company shall,\nin addition to any other available remedies, be entitled to an injunction\nrestraining Employee from disclosing, in whole or in part, any such information\nor from rendering any services to any person, firm or corporation to whom any\nof such information may have been disclosed or is threatened to be disclosed.\n\n        7. Property of Company. All data, drawings and other records and\nwritten material prepared or compiled by Employee or furnished to Employee\nwhile in the employ of the Company shall be the sole and exclusive property of\nthe Company, and none of such data, drawings or other records, or copies\nthereof, shall be retained by Employee upon termination of his employment.\n\n        8. Surviving Provisions. The provisions of Sections 5 (for so long as\nthe Employee is receiving Severance Benefit Payments), 6 and 7 of this\nAgreement shall continue to be binding upon Employee in accordance with their\nterms, notwithstanding termination of Employee's employment hereunder for any\nreason.\n\n        9. Termination for Cause. It is agreed and understood that the Company\ncan terminate the employment of the Employee under this Agreement without\nobligation to pay the Severance Benefit Payment (as described below) if such\ntermination is for cause, and that, without prejudice to the generality of the\nright to terminate for cause, each of the following contingencies shall be\nexamples of cause:\n\n\n\n\n                                      -2-\n\n\n        (i) conviction of a felony or a misdemeanor involving moral turpitude,\n        (ii) failure to perform his duties or responsibilities in a manner\n        satisfactory to the Company, (iii) engagement in conduct which is\n        injurious (monetarily or otherwise) to the Company or any of its\n        affiliates (including, without limitation, misuse of the Company's or\n        an affiliate's funds or other property), (iv) engagement in business\n        activities which are in conflict with the business interests of the\n        Company, (v) insubordination or (vi) engagement in conduct which is in\n        violation of the Company's safety rules or standards or which otherwise\n        causes injury to another employee or any other person (collectively,\n        termination for 'cause'); provided, however, that if the Board\n        determines, in the reasonable exercise of its discretion and business\n        judgment, the matter is such that it may be cured by the employee, the\n        Board shall provide written notice specifying the matters constituting\n        cause for dismissal as well as the manner in which the matters shall be\n        cured, and the employee shall be given 30 days to correct the matters\n        in a manner satisfactory to the Board.\n\n        The Company may for cause terminate Employee's employment under this\nAgreement without advance notice, except as otherwise specifically provided for\nin respect of cureable situations. Termination shall not affect any of the\nCompany's other rights and remedies.\n\n        10. Severance Benefit Payment. The Company shall provide Employee with\na severance benefit payment in an amount equal to the Employee's then existing\nannual base pay (or an amount equal to the Employee's base pay for the balance\nof the term hereof if less than one year) (the 'Severance Benefit Payment')\nupon the occurrence of any one of the events specified in subsections (a)\nthrough (d) below and Employee's subsequent resignation from or termination of\nemployment (each, a 'Severance Event'):\n\n                (a) Without the express written consent of Employee, the\n        assignment of Employee to any duties inconsistent with his position,\n        duties, responsibilities or status with the Company as such exist as of\n        the date hereof or a reduction of his duties or responsibilities for\n        reasons other than cause;\n\n                (b) Any failure of the Company to obtain the assumption of the\n        obligation to perform this Agreement by any successor as contemplated\n        in Section 13 hereof;\n\n                (c) Any failure by the Company or its stockholders, as the case\n        may be, to re-elect the Employee to the corporate office of President,\n        or upon his removal from any such office for reasons other than cause;\n        or\n\n                (d) Any breach by the Company (or any successor) of any of the\n        provisions of this Agreement or any failure by the Company to carry out\n        any of its obligations hereunder for reasons other than cause.\n\n\n                                        \n\n                                      -3-\n\n\n\n\n\n        The Severance Benefit Payment shall be paid to Employee in semi-monthly\ninstallments in the same amounts and at the same times as Employee's base pay\nwas being paid at the time of the Severance Event, until the full amount of the\nSeverance Benefit Payment has been paid.\n\n        11. Payment of Certain Costs of Employee. If a dispute arises regarding\na termination of the Employee or the interpretation or enforcement of this\nAgreement, all legal fees and expenses incurred by the Employee in contesting\nor disputing any such termination or seeking to obtain or enforce any right or\nbenefit provided for in this Agreement or in otherwise pursuing his claim will\nbe paid by the Company, to the extent the Employee prevails. The Company\nfurther agrees to pay prejudgment interest on any money judgment obtained by\nthe Employee calculated at the Chase Manhattan Bank prime interest rate in\neffect from time to time from the date that payment(s) to him should have been\nmade under this Agreement.\n\n        12. Mitigation. The Employee is not required to mitigate the amount of\nany payments to be made by the Company pursuant to this Agreement by seeking\nother employment or otherwise.\n\n        13. Successors. (a) The Company will require any successor (whether\ndirect or indirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company, by agreement in\nform and substance satisfactory to the Employee, to expressly assume and agree\nto perform this Agreement in the same manner and to the same extent that the\nCompany would be required to perform if no such succession had taken place.\nFailure of the Company to obtain such agreement prior to the effectiveness of\nany such succession shall be a breach of this Agreement and shall entitle the\nEmployee to compensation from the Company in the same amount and on the same\nterms as the Employee would be entitled hereunder if he were to terminate his\nemployment pursuant to subsections 10(a), 10(b), 10(c) or 10(d). As used in\nthis Agreement, 'Company' shall mean the Company as hereinbefore defined and\nany successor to its business and\/or assets as aforesaid which executes and\ndelivers the agreement provided for in this Section 13 or which otherwise\nbecomes bound by all the terms and provisions of this Agreement by operation of\nlaw.\n\n        (b) This Agreement shall inure to the benefit of and be enforceable by\nthe Employee's personal or legal representatives, executors, administrators,\nsuccessors, heirs, distributees, devisees and legatees. If the Employee should\ndie during the term hereof, the Company shall pay an amount equal to any amounts\nthen payable to Employee hereunder, plus an amount equal to three months'\nsalary, with all such amounts to be paid to Employee's devisee, legatee or other\ndesignee or, if there be no designee, to his estate.\n\n        14. No Inconsistent Obligation. Employee represents and warrants that\nhe has not previously assumed any obligations inconsistent with those of this\nAgreement.\n\n\n\n                                       -4-\n\n\n\n\n\n        15. Modification. This Agreement shall be in addition to all previous\nagreements, written or oral, relating to Employee's employment by the Company,\nand shall not be changed orally, but only by a written instrument to which the\nCompany and the Employee are both parties.\n\n        16. Binding Effect. This Agreement and the rights and obligations\nhereunder shall be binding upon and inure to the benefit of the parties hereto\nand their respective legal representatives, and shall also bind and inure to\nthe benefit of any successor of the Company by merger or consolidation or any\nassignee of all or substantially all of its properties.\n\n        17. Law Governing. This Agreement is made, accepted and delivered in\nDenver, Colorado, is performable in Denver, Colorado, and it shall be construed\nand enforced according to the laws of the State of Colorado. Venue shall lie in\nthe City and County of Denver, Colorado for the purpose of resolving and\nenforcing any dispute which may arise under this Agreement and the parties\nagree that they will submit themselves to the jurisdiction of the competent\nState or Federal Court situated in the City and County of Denver, Colorado.\n\n        18. Invalid Provision. In case any one or more of the provisions\ncontained in this Agreement shall be invalid, illegal or unenforceable in any\nrespect, the validity, legality and enforceability of the remaining provisions\ncontained herein shall not in any way be impaired thereby.\n\n        19. Notice. For purposes of this Agreement, notices and all other\ncommunications provided for herein shall be in writing and shall be deemed to\nhave been duly given when delivered or mailed by United States registered or\ncertified mail, return receipt requested, postage prepaid, addressed as\nfollows:\n\n                If to Employee:\n\n                        James D. Lightner \n                        4503 W. Wagon Trail Drive \n                        Littleton, Colorado 80123\n\n                If to Company:\n\n                         Tom Brown, Inc.\n                         555 17th Street\n                         Suite 1850\n                         Denver, Colorado 80202\n                         Attn: General Counsel\n\nor to such other address as either party may have furnished to the other in\nwriting in accordance herewith, except that notices of change of address shall\nbe effective only upon receipt.\n\n\n\n                                       -5-\n\n\n\n\n\n        20. Effective May 3, 1999, Employee and the Company have entered into\nthat certain Severance Agreement (the 'Severance Agreement') which provides\nEmployee with compensation in the event of a Change in Control or an Asset\nAcquisition (each as defined therein and collectively referred to herein as\n'Trigger Events'). Notwithstanding anything to the contrary set forth in this\nAgreement, if Employee's employment with the Company is terminated such that\nthe provisions of the Severance Agreement are applicable to Employee, Employee\nshall have the option to accept the greater of the benefits of this Agreement\nor the Severance Agreement (which benefits are intended to be mutually\nexclusive and not cumulative upon a termination in conjunction with the\noccurrence of either of the Trigger Events).\n\n        IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\nEMPLOYEE                                   TOM BROWN, INC.\n\n\n\nBy:   \/s\/  JAMES D. LIGHTNER                By:   \/s\/  DONALD L. EVANS\n      ----------------------                      ---------------------\n           James D. Lightner                           Donald  L.Evans\n                                                       Chief Executive Officer\n\n\n\n                                      -6-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6962],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9539,9544],"class_list":["post-39656","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-brown-tom-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39656","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39656"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39656"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39656"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39656"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}