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CHANGE IN CONTROL COMPENSATION
AGREEMENT
(Revised effective January 1, 2007)
This Change In Control Compensation Agreement,
revised effective January 1, 2007, supplements and amends that
certain Change In Control Compensation Agreement, dated as of the
16th day of November, 2004 between FX Energy, Inc. ("FX"), and
[executive name] (the "Executive").
The Compensation Committee of the Board of
Directors of FX has recommended, and the Board of Directors has
approved, that FX enter into agreements, providing for compensation
under certain circumstances after a change in control, with key
executives of FX and its subsidiaries who are from time to time
designated by the Compensation Committee;
Executive is a key executive of FX and has been
selected by the Compensation Committee to enter into this
Agreement;
Should FX become subject to any proposed or
threatened Change in Control (as defined below), the Board of
Directors of FX believes it imperative that FX and the Board of
Directors be able to rely upon Executive to continue in his
position, and that FX be able to receive and rely upon his advice,
if requested, as to the best interests of FX and its stockholders
without concern that he might be distracted by the personal
uncertainties and risks created by such a proposal or threat;
and
Should FX receive any such proposal, in addition
to Executive’s regular duties, he may be called upon to
assist in the assessment of such proposals, advise management and
the Board of Directors as to whether such proposal would be in the
best interests of FX and its stockholders, and to take such other
actions above and beyond his regular duties as the Board might
determine to be appropriate;
NOW, THEREFORE, to assure FX that it will have
the continued dedication of Executive and the availability of his
advice and counsel notwithstanding the possibility, threat or
occurrence of an effort to take over control of FX, and to induce
Executive to remain in the employ of FX following a Change in
Control (as defined below) to facilitate an orderly transition, and
for other good and valuable consideration, FX and Executive agree
as follows:
1.
Termination Following Change in Control . Except as provided
in Section 3 below, FX will provide or cause to be provided to
Executive the rights and benefits described in Section 2 below in
the event that Executive’s employment is terminated at any
time within two (2) years following a Change in Control (as such
term is defined in this Section 2) under the circumstances stated
in (a) or (b) below.
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(b)
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by Executive following the occurrence of any of
the following events:
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(i)
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a substantial reduction in
Executive’s duties or responsibilities;
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(ii)
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the reduction of
Executive’s annual base salary, including any deferred
portions of it;
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(iii)
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the transfer of Executive to a
location requiring a change in his residence or a material increase
in the amount of travel normally required of Executive in
connection with his employment; or
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If a Change in Control shall occur prior to or
during any renewal term, as set forth in Section 5 below, Executive
shall be entitled to the rights and benefits provided for in
Section 2 notwithstanding any other provisions to the contrary in
this Agreement.
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For
purposes of this agreement, a "change in control of the company"
means a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934; provided
that, without limitation, such a change in control shall be deemed
to have occurred if:
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(A) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934)
other than the company or any person who on the date hereof is a
director or officer of the company is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) directly or indirectly, of securities of the company
representing 20 percent of the combined voting power of the
company’s then outstanding securities; or (B) there is a
merger or consolidation of the Company in which the Company does
not survive as an independent public company; or (C) the business
or businesses of the Company for which your services are
principally performed are disposed of by the Company pursuant to a
partial or complete liquidation of the Company, a sale of assets of
the Company, or otherwise.
2.
Rights and Benefits upon Termination . In the event of the
termination of Executive’s employment under any of the
circumstances set forth in Section 1 hereof ("Termination"), FX
agrees to provide or cause to be provided to Executive the
following rights and benefits:
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(a)
Salary and Other Payments at Termination . In the event of
termination as provided herein, Executive shall be entitled to
receive payment in cash in the amount of two (2) times the greater
of (a) Executive’s then current annual salary, or (b)
Employee’s salary plus bonus compensation for the year most
recently ended as reportable on the applicable W-2. Payment of such
amount shall be payable to the Executive on the first day of the
seventh month following the date of termination of the
Executive’s employment; provided, that such payment may be
paid earlier in the event of the Executive’s death after
termination hereunder.
(b)
Plan Benefits under FX’s Profit Sharing Plan . Except
to the extent expressly prohibited by any applicable law or
regulation, any and all restrictions, vesting schedules or Schedule
of exercise provided in the FX Profit Sharing Retirement Plan (or
any successor to it) shall immediately lapse and Executive shall be
entitled immediately to receive all benefits previously granted him
under that plan.
(c)
Plan Benefits under FX’s Stock and/or Incentive Plans
. Except to the extent expressly prohibited by any applicable law
or regulation, all unvested options, restricted stock purchase
awards, and other equity awards whose vesting is not contingent on
reaching any performance benchmarks in the future, other than
merely the passage of time, shall automatically vest and become
immediately exercisable, and all forfeiture provisions pursuant to
restricted stock or other awards shall automatically and
immediately terminate. The vesting of any unvested options,
restricted stock purchase awards, or other equity awards whose
vesting is contingent on reaching any Employer or Employee
performance benchmarks in the future, other than merely the passage
of time shall not be accelerated.
(d)
Insurance and Other Special Benefits . For a period of two
(2) years, Executive shall continue to be covered by the life
insurance, medical insurance, and accident and disability insurance
plans of FX and its subsidiaries or any successor plan or program
in effect at or after Termination for employees in the same class
or category as was Executive prior to his Termination, subject to
the terms of such plans and to Executive’s making any
payments therefor required of employees in the same class or
category as was Executive prior to his Termination. In the event
Executive is ineligible to continue to be so covered under the
terms of any such benefit plan or program, or, in the event
Executive is eligible but the benefits applicable to Executive
under any such plan or
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