{"id":40545,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-plan-tom-brown-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-plan-tom-brown-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-plan-tom-brown-inc2.html","title":{"rendered":"Severance Plan &#8211; Tom Brown Inc."},"content":{"rendered":"<pre>                                TOM BROWN, INC.\n\n                                 SEVERANCE PLAN\n\n\n         THIS SEVERANCE PLAN (the 'Plan') dated as of July 1, 1998 is hereby\nadopted pursuant to the authorization of the Board of Directors of Tom Brown,\nInc., a Delaware corporation, for the benefit of its eligible employees under\nthe following circumstances:\n\n                                       I.\n\n                          DEFINITIONS AND CONSTRUCTION\n\n         1.1     Definitions.  Where the following words and phrases appear in\nthe Plan,  they shall have the respective meanings set forth below, unless\ntheir context clearly indicates to the contrary.\n\n                 (a)      'Asset Acquisition' shall be deemed to have occurred\nif any Person, a group or groups of related or unrelated Persons acquires more\nthan fifty percent (50%) in value of the oil and gas properties of the Company\npursuant to one or more transactions with the Company during the term of this\nAgreement.\n\n                 (b)      'Base Pay' shall mean the annualized base rate of\ncompensation paid by the Company to a Covered Employee (including amounts which\nthe Covered Employee could have received in cash had he not elected to\ncontribute to an employee benefit plan maintained by the Company), excluding\novertime pay, commissions, bonuses, employee benefits, added premiums,\ndifferentials, and all forms of incentive compensation.  Base Pay shall be\ndetermined effective as of the date of the Covered Employee's Involuntary\nTermination.  A 'Week's Base Pay' shall mean Base Pay divided by fifty- two.\n\n                 (c)       'Beneficial Owner' shall have the meaning set forth\nin Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as in\neffect on May 1, 1998.\n\n                 (d)      'Board' shall mean the Board of Directors of the \nCompany.\n\n                 (e)      'Change in Control' shall be deemed to have occurred\nif (1) any Person is or becomes the Beneficial Owner of securities of the\nCompany representing twenty percent (20%) or more of the Voting Power, (2)\nthere shall occur a change in the composition of a majority of the Board within\nany period of four (4) consecutive years which change shall not have been\napproved by a majority of the Board as constituted immediately prior to such\nchange in composition, (3) at any meeting of the shareholders of the Company\ncalled for the purpose of electing directors, more than one of the persons\nnominated by the Board for election as directors shall fail to be elected, or\n(4) the consummation of a merger, consolidation, sale of substantially all of\nthe assets of the\n\nCompany or other reorganization of the Company, other than a reincorporation,\nin which the Company does not survive.\n\n                 (f)      'Committee' shall mean the Compensation Committee of\nthe Board.\n\n                 (g)      'Company' shall mean Tom Brown, Inc. and any\naffiliated entity which is a 'Participating Company' hereunder.\n\n                 (h)      'Covered Employee' shall mean any individual who, on\nor after the Effective Date, is a regular, full-time employee of the Company\n(not including consultants or temporary, casual or part time employees) other\nthan an employee who is otherwise covered by a pre-existing severance plan or\nis a party to a written agreement with the Company which separately  provides\nfor severance payments or benefits upon such individual's termination of\nemployment with the Company.\n\n                 (i)      'Effective Date' shall mean July 1, 1998.\n\n                 (j)      'Involuntary Termination' shall mean the termination,\non or within two years after the Effective Date, of a Covered Employee's\nemployment with the Company as a result of or in connection with an Asset\nAcquisition or a Change in Control; provided, however, the term 'Involuntary\nTermination' shall not include:\n\n                          (1)     a resignation by the Covered Employee;\n\n                          (2)     a Termination for Cause or a termination\n         other than as a result of or in connection with an Asset Acquisition\n         or a Change in Control;\n\n                          (3)     a termination as a result of the Covered\n         Employee's death;\n\n                          (4)     any termination as the result of the Covered\n         Employee's disability under circumstances entitling him to benefits\n         under the Company's long-term disability plan;\n\n                          (5)     any termination which the Company expects to\n         be of short duration and pursuant to which the Covered Employee is\n         subject to recall within a reasonable period of time (as determined by\n         the Committee); or\n\n                          (6)     any termination occurring as a result of or\n         in connection with an Asset Acquisition or a Change in Control\n         pursuant to which the Covered Employee is employed with an affiliate\n         of the Company or an acquiring or merging company.\n\n                 (k)      'Person' shall have the meaning set forth in Sections\n3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as in effect on\nMay 1, 1998.\n\n\n\n\n                                     -2-\n\n                 (l)      'Severance Amount' shall mean an amount equal to two\nand one-half (2 1\/2) Week's Base Pay for each of such Covered Employee's Years\nof Service, but in no event shall such amount be less than twelve Week's Base\nPay.\n\n                 (m)      'Termination for Cause' shall mean any termination of\na Covered Employee's employment with the Company by reason of the Covered\nEmployee's (1) conviction of a felony or a misdemeanor involving moral\nturpitude, (2) failure to perform his duties or responsibilities in a manner\nsatisfactory to the Company, (3) engagement in conduct which is injurious\n(monetarily or otherwise) to the Company or any of its affiliates (including,\nwithout limitation, misuse of the Company's or an affiliate's funds or other\nproperty), (4) engagement in business activities  which are  in conflict with\nthe business interests of the Company, (5) insubordination or (6) engagement in\nconduct which is in violation of the Company's safety rules or standards or\nwhich otherwise causes injury to another employee or any other person.\n\n                 (n)      'Voting Power' shall mean the voting power of the\noutstanding securities of the Company having the right under ordinary\ncircumstances to vote at an election of the Board.\n\n                 (o)      'Year of Service' shall mean, with respect to a\nparticular Covered Employee, each year of such Covered Employee's continuous\nemployment by the Company from his most recent date of hire to the date his\nemployment is subject to an Involuntary Termination (a partial year shall be\ndeemed to be a full year for purposes of this definition).  If a Covered\nEmployee's employment is terminated and he is then reemployed under the\ncircumstances described in Section 1.1(j)(5), then such Covered Employee shall\nbe deemed to be continuously employed by the Company during the entire period\nof such layoff.\n\n         1.2     Number and Gender.      Wherever appropriate herein, word\nused in the singular shall be considered to include the plural and the plural\nto include the singular.  The masculine gender, where appearing in this Plan,\nshall be deemed to include the feminine gender.\n\n         1.3     Headings.      The headings of Articles and Sections herein are\nincluded solely for convenience and if there is any conflict between such\nheadings and the text of the Plan, the text shall control.\n\n                                      II.\n\n                               SEVERANCE BENEFITS\n\n         2.1     Severance Benefits.       Subject to the provisions of Section\n2.2 hereof, if a Covered Employee's employment by the Company shall be subject\nto an Involuntary Termination, then the Covered Employee shall be entitled to\nthe following:\n\n\n\n\n\n                                      -3-\n\n                 (a)      a lump sum cash payment within a reasonable period of\ntime after his termination of employment in an amount equal to the Severance\nAmount.  Payments provided herein shall be subject to any required tax\nwithholding and any employee benefit premiums, and\n\n                 (b)      continued availability, for a period of six months,\nof the dental and medical insurance benefits in effect immediately prior to the\ndate of termination at the same cost to the Covered Employee in effect at such\ntime.  Such dental and medical benefits, however, shall be subject, in the\nCompany's discretion, to such changes, if any, made thereto in respect of\nbenefits provided to retained Company employees.  The Company shall have no\nobligation to continue any other benefits, including, without limitation, life\ninsurance, accidental death and dismemberment insurance, long-term disability\nbenefits or any other benefits.\n\n         2.2     Release and Full Settlement.  As a condition to the receipt of\nany severance payment hereunder, the Company, in its sole discretion, may\nrequire a Covered Employee whose employment by the Company has been subject to\nan Involuntary Termination to first execute a release, in the form established\nby the Company, releasing the Company, its shareholders, partners, officers,\ndirectors, employees and agents from any and all claims and from any and all\ncauses of action of any kind or character, including but not limited to all\nclaims or causes of action arising out of such Covered Employee's employment\nwith the Company or the termination of such employment, and the performance of\nthe Company's obligations hereunder and the receipt of the benefits provided\nhereunder by such Covered Employee shall constitute full settlement of all such\nclaims and causes of action.\n\n         2.3     Mitigation.  A Covered Employee shall not be required to\nmitigate the amount of any payment provided for in this Article II by seeking\nother employment or otherwise, nor shall the amount of any payment provided for\nin this Article II be reduced by any compensation or benefit earned by the\nCovered Employee as a result of employment by another employer or by retirement\nbenefits.  The benefits under the Plan are in addition to any other benefits to\nwhich a Covered Employee is otherwise entitled.\n\n                                      III.\n\n                             ADMINISTRATION OF PLAN\n\n         3.1     Appointment of Committee.  The Plan shall be administered by\nthe Committee.  The members of the Committee shall serve at the pleasure of the\nBoard and shall administer the Plan on behalf of the Company.  At any time\nduring the term of his office, a member of the Committee may resign by giving\nwritten notice to the Board and the Committee, such resignation to become\neffective upon the appointment of a substitute member or, if earlier, the lapse\nof thirty days after such notice is given as herein provided.\n\n\n\n\n\n                                      -4-\n\n         3.2     Committee Procedure.  A majority of the members of the\nCommittee shall constitute a quorum.  Action by the Committee may be taken at a\nmeeting by a vote of a majority of those present or without a meeting by\nunanimous consent in writing of all members.  If a majority of Committee\nmembers may not decide a particular issue or take action with respect to the\nPlan because of the application of Section 3.4, the Board shall take such\naction or decide such matter.  The Committee shall also designate the person or\npersons who shall be authorized to sign for the Committee and, upon such\ndesignation, the signature of such person or persons shall bind the Committee.\n\n         3.3     Committee's Powers and Duties.  It shall be a principal duty\nof the Committee to see that the Plan is carried out, in accordance with its\nterms, for the exclusive benefit of persons entitled to participate in the\nPlan.  The Committee shall be the named fiduciary and shall have full power to\nadminister the Plan in all of its details, subject to applicable requirements\nof law.  For this purpose, the Committee's powers shall include, but not be\nlimited to, the following authority, in addition to all other powers provided\nby this Plan:\n\n                 (a)      to make and enforce such rules and regulations as it\n         deems necessary or proper for the efficient administration of the\n         Plan;\n\n                 (b)      to interpret the Plan, its interpretation thereof to\n         be final and conclusive on all persons claiming benefits under the\n         Plan;\n\n                 (c)      to decide all questions concerning the Plan and the\n         eligibility of any person to participate in the Plan;\n\n                 (d)      to make a determination as to the right of any person\n         to a benefit under the Plan (including, without limitation, to\n         determine whether and when there has been a termination of a Covered\n         Employee's employment and the cause of such termination);\n\n                 (e)      to appoint such agents, counsel, accountants,\n         consultants, claims administrator and other persons as may be required\n         to assist in administering the Plan;\n\n                 (f)      to allocate and delegate its responsibilities under\n         the Plan and to designate other persons to carry out any of its\n         responsibilities under the Plan, any such allocation, delegation or\n         designation to be in writing;\n\n                 (g)      to sue or cause suit to be brought in the name of the\n         Plan; and\n\n                 (h)      to obtain from the Company and from Covered Employees\n         such information as is necessary for the proper administration of the\n         Plan.\n\n\n\n\n\n                                      -5-\n\n         3.4     Member's Own Participation.  No Covered Employee or agent of\nthe Committee may act, vote, or otherwise influence a decision of the Committee\nspecifically relating to himself as a participant in the Plan.\n\n         3.5     Indemnification of Committee.  The Company agrees to indemnify\nand to defend to the fullest extent permitted by law any member of the\nCommittee against all liabilities, damages, costs and expenses (including\nattorneys' fees and amounts paid in settlement of any claims approved by the\nCompany) occasioned by any act or omission to act in connection with the Plan,\nif such act or omission was in good faith.\n\n         3.6     Compensation, Bond and Expenses.  The members of the Committee\nshall not receive compensation with respect to their services in respect of the\nPlan.  To the extent required by applicable law, but not otherwise, Committee\nmembers shall furnish bond or security for the performance of their duties\nhereunder.  Any expenses properly incurred by the Committee incident to the\nadministration, termination or protection of the Plan, including the cost of\nfurnishing bond, shall be paid by the Company.\n\n         3.7     Claims Review.  In any case in which a Covered Employee's\nclaim for Plan benefits is denied or modified, the Committee shall:\n\n                 (a)      state the specific reason or reasons for the denial\n         or modification;\n\n                 (b)      provide specific reference to pertinent Plan\n         provisions on which the denial or modification is based;\n\n                 (c)      provide a description of any additional material or\n         information necessary for the Covered Employee or his representative\n         to perfect the claim and an explanation of why such material or\n         information is necessary; and\n\n                 (d)      explain the Plan's claim review procedure as\n         contained herein.\n\nIn the event the request is denied or modified, if the Covered Employee or his\nrepresentative desires to have such denial or modification reviewed, he must,\nwithin sixty days following receipt of the notice of such denial or\nmodification, submit a written request for review by the Committee of its\ninitial decision.  Within sixty days following such request for review the\nCommittee shall, after providing a full and fair review, render its final\ndecision in writing to the Covered Employee or his representative stating\nspecific reasons for such decision.  If special circumstances require an\nextension of such sixty-day period, the Committee's decision shall be rendered\nas soon as possible, but not later than 120 days after receipt of the request\nfor review.  If an extension of time for review is required, written notice of\nthe extension shall be furnished to the Covered Employee or representative\nprior to the commencement of the extension period.\n\n\n\n\n\n                                      -6-\n\n                                      IV.\n\n                               GENERAL PROVISIONS\n\n         4.1     Funding.  The benefits provided herein  shall be unfunded and\nshall be provided from the Company's general assets.\n\n         4.2     Cost of Plan.  The entire cost of the Plan shall be borne by\nthe Company and no contributions shall be required of the Covered Employees.\n\n         4.3     Plan Year.  The initial Plan year shall be from July 1, 1998\nthrough December 31, 1998.  Thereafter, the Plan shall operate on a plan year\nconsisting of the twelve consecutive month period commencing on January 1 of\neach year.\n\n         4.4     Amendment and Termination.  The Plan may be amended from time\nto time, or terminated and discontinued, at any time, in each case at the\ndiscretion of the Board.\n\n         4.5     Other Adopting Entities.  It is contemplated that affiliates\nof the Company may adopt this Plan and thereby become a 'Participating Company'\nhereunder.  Any such entity, whether or not presently existing, may become,\nupon approval of the Board, a party hereto by appropriate action of its board\nof directors or noncorporate counterpart.  The provisions of the Plan shall\napply separately and equally to each Participating Company and its employees in\nthe same manner as is expressly provided for the Company and its employees,\nexcept that the power to affect the Committee and the power to amend or\nterminate the Plan shall be exercised by the Board alone.  Nevertheless, any\nParticipating Company may, with the consent of the Board, incorporate in its\nadoption agreement or in an amendment document specific provisions relating to\nthe operation of the Plan, and such provisions shall become a part of the Plan\nas to such Participating Company only.  Transfer of employment among the\nCompany and Participating Companies (and among any of their affiliates) shall\nnot be considered an Involuntary Termination hereunder.  Any Participating\nCompany may, by appropriate action of its board of directors or noncorporate\ncounterpart, terminate its participation in the Plan.  Moreover, the Board may,\nin its discretion, terminate a Participating Company's Plan participation at\nany time.\n\n         4.6     Not Contract of Employment.  The adoption and maintenance of\nthe Plan shall not be deemed to be a contract of employment between the Company\nand any person or to be consideration for the employment of any person.\nNothing herein contained shall be deemed to give any person the right to be\nretained in the employ of the Company or to restrict the right of the Company\nto discharge any person at any time nor shall the Plan be deemed to give the\nCompany the right to require any person to remain in the employ of the Company\nor to restrict any person's right to terminate his employment at any time.\n\n\n\n\n\n                                      -7-\n\n         4.7     Severability.  Any provision in the Plan that is prohibited or\nunenforceable in any jurisdiction by reason of applicable law shall, as to such\njurisdiction, be ineffective only to the extent of such prohibition or\nunenforceability without invalidating or affecting the remaining provisions\nhereof, and any such prohibitions or unenforceability in any jurisdiction shall\nnot invalidate or render unenforceable such provision in any other\njurisdiction.\n\n         4.8     Nonalienation.  Covered Employees shall not have any right to\npledge, hypothecate, anticipate or assign benefits or rights under the Plan,\nexcept by will or the laws of descent and distribution.\n\n         4.9     Governing Law.  THE PLAN SHALL BE INTERPRETED AND CONSTRUED IN\nACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS EXCEPT TO THE EXTENT PREEMPTED\nBY FEDERAL LAW.\n\n\n\n\n\n                                      -8-\n\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":[9539,9551],"class_list":["post-40545","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40545","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=40545"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40545"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40545"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40545"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}