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CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is
entered into this 27 th day of August, 2008, by and
between RICHARD F. LANE , an individual, ("Consultant") and
SOUTHWESTERN ENERGY COMPANY (the "Company"), a Delaware
corporation.
WHEREAS , Consultant is employed as
Executive Vice President of the Company, and President of its
subsidiaries SEECO, Inc. and Southwestern Energy Production Company
as well as a director of certain of the Company’s other
subsidiaries;
WHEREAS , pursuant to the terms of a
certain Separation Agreement dated of even date herewith, between
Consultant and Executive (the "Separation Agreement"), upon the
expiration of the Revocation Period (as defined in the Separation
Agreement), Consultant will be resigning his employment with the
Company and all of its subsidiaries, affiliates, joint ventures,
partnerships or any other business enterprises, as well as from any
office or position with any trade group or other industry
organization which he holds on behalf of the Company or its
subsidiaries or affiliates, effective as of September 3, 2008 (the
"Effective Date"); and
WHEREAS , the Company desires that
Consultant be available to provide certain consulting services to
the Company (collectively, the "Consulting Services") and assist in
the transition of his former responsibilities with respect to the
exploration and production business of the Company and its
subsidiaries and such other activities as may be requested from
time to time by the Company (collectively, the "Company’s
E&P Business") and Consultant has agreed to perform consulting
work for the Company by providing such Consulting Services;
THEREFORE , the parties wish to enter an
agreement whereby Consultant continues to provide the Company with
the benefit of his valuable experience and knowledge of the E&P
industry and the Company’s operations, and to that end they
hereby covenant and agree as follows:
ARTICLE 1
Scope of Work and Compensation
1.1
Consultant's Services . Consultant
shall provide the Consulting Services to the Company from time to
time as requested by the Company. Consultant will devote such
time as is reasonably required to perform the Consulting Services
for the Company under this Agreement but shall have discretion in
selecting the dates and times he performs such Consulting Services
giving due regard to the needs of the Company’s business.
As part of the Consulting Services, Consultant shall identify
for the Company potentially productive, geologic prospects within
the United States that are available for leasing or other
acquisition and which are not in geographic areas where the Company
already has operations or that have not already been identified by
the Company (collectively, "Prospects").
1.2
Consideration . In consideration
for the Consulting Services, for the period from the Effective Date
through December 31, 2009, the Company will pay Consultant the rate
of $26,775.00 per month.
ARTICLE 2
Term
2.1
Term . This Agreement shall
commence on the Effective Date and shall terminate on December 31,
2009, unless earlier terminated by either party hereto.
Either party may terminate this Agreement upon thirty (30)
days prior written notice; provided, however, if the Company
terminates this Agreement without cause, Consultant shall be
entitled to receive the monthly payments described in Section 1.2
for the remaining term of the Agreement. This Agreement shall
automatically terminate if Consultant shall revoke the Separation
Agreement prior to the expiration of the Revocation Period.
2.2
Survival . The provisions of
Articles 4, 5, 6 and 7 of this Agreement shall survive the
termination of this Agreement and shall remain in full force and
effect thereafter for the duration specifically stated in those
Articles.
ARTICLE 3
Independent Contractor
3.1
Taxes . Each party acknowledges
that Consultant is not an employee for state or federal tax
purposes or any other purpose and that neither the Company nor any
of its subsidiaries or affiliates is obligated to pay any
contribution to Social Security, unemployment insurance or to
withhold federal or state taxes. It is understood that the
Company will not withhold any amounts from Consultant’s
consideration hereunder for payment of federal, state or local
taxes of any nature. Consultant shall be responsible
for all taxes arising from any and all amounts paid to him under
this Agreement, and he shall be responsible for all payroll taxes
and fringe benefits of his employees, if any. Consultant
agrees that, as an independent contractor, it is his responsibility
to report and pay any contributions for taxes, unemployment
insurance, Social Security and other benefits for himself or anyone
he employs.
3.2
Benefits . Consultant expressly
acknowledges and agrees that he (i) is acting as an independent
contractor in performing the Consulting Services hereunder, (ii) is
not entitled to health, accident, disability, workers' compensation
or any other insurance coverage from the Company, its subsidiaries
or affiliates and (iii) shall not be entitled to any rights and or
privileges of employees of the Company, its subsidiaries or
affiliates and shall not be considered in any way to be an employee
of the Company, its subsidiaries or affiliates. Consultant
and Consultant’s employees, if any, will not be eligible for,
and shall not participate in, any employee pension, health,
welfare, or other fringe benefit plan provided by the Company to
its employees and no workers' compensation insurance shall be
obtained by Company covering Consultant or Consultant’s
employees.
3.3
No Representation or Agency . The
relationship between Consultant and the Company created by this
Agreement shall be that of independent contractor, and Consultant
shall have no authority to bind or act as agent for the Company,
its subsidiaries or affiliates or any of their employees for any
purpose. Consultant does not and shall not represent the
Company, its
2
Board of Directors, its officers, or any other
employee of the Company in any transaction or communication; nor
shall Consultant make any claim to do so. Except as otherwise
provided in this Agreement, the Company shall exercise no control
over Consultant nor the methods or means employed by Consultant in
performing the Consulting Services. The Company shall not
direct Consultant in the performance of the Consulting Services
hereunder and is solely interested in the attainment of the desired
results.
ARTICLE 4
Non-Disclosure, Non-Use and Non-Disparagement
Agreements.
4.1
"Proprietary Information" Defined .
For the purposes of this Agreement, "Propriety Information"
shall mean any and all information in any form related in any way
to the Company’s E&P Business that was disclosed to
Consultant by any person or entity in the course of, or in
furtherance of, Consultant’s prior employment with the
Company or his Consulting Services rendered hereunder.
Proprietary Information shall be deemed to include, without
limitation, any trade secrets; methods; processes; formulae;
systems; techniques; original inventions; prototypes; computer
programs; customer lists; seismic data; lease terms and conditions;
pricing and cost data and formulae; financial data, systems, and
methods; extraction and production data, methods, systems, plans,
and infrastructure; marketing techniques and plans; drawings and
blueprints; business policies and practices; designs, reports,
manuals, correspondence, and business plans of any nature; testing
and research projects and data of any nature; past, present, and
future development plans; engineering plans and specifications;
manufacturing systems and methods; service systems and methods;
past, present, and future products; sales and distribution data,
methods, systems, and plans; suppliers; customers and clients; and
any information received from a third-party that the Company is
obligated to treat as confidential. Notwithstanding the
foregoing, Proprietary Information shall not include any
information that is, or becomes through no breach of obligations of
confidentiality by Consultant, known to the public.
4.2
Property of the Company .
Consultant acknowledges that all Proprietary Information
(including all copies and reproductions thereof) remains the sole
and exclusive property of the Company, and he has returned to the
Company all documents, notes, removable computer disks,
correspondence, manuals, and other papers and media containing
Proprietary Information, including any and all copies,
reproductions, or summaries of same, that he acquired during the
course of his previous employment with the Company and will
return all such materials that he may obtain in the course of
rendering Consulting Services hereunder. Consultant further
agrees that he shall permanently delete or otherwise permanently
destroy any and all Proprietary Information that may be contained
on any non-removable computer hard drive or other data storage
device that is Consultant’s personal property.
4.3
Non-Disclosure Covenant .
Consultant (1) shall in perpetuity maintain in trust and
confidence and not disclose to any third party, either orally or in
writing, any Proprietary Information without the prior express
written authorization of the Company; and (2) shall in perpetuity
not use Propriety Information for any personal or business purpose,
whether for himself or any third-party, not in furtherance of his
Co
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