Back to top

EMPLOYEE CASH BONUS AND STOCK AWARD RETENTION AGREEMENT

Employee Retention Agreement

EMPLOYEE CASH BONUS AND STOCK AWARD RETENTION AGREEMENT | Document Parties: GeoMet, Inc You are currently viewing:
This Employee Retention Agreement involves

GeoMet, Inc

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EMPLOYEE CASH BONUS AND STOCK AWARD RETENTION AGREEMENT
Governing Law: Texas     Date: 3/13/2009
Industry: Oil and Gas Operations     Sector: Energy

EMPLOYEE CASH BONUS AND STOCK AWARD RETENTION AGREEMENT, Parties: geomet  inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.14

EMPLOYEE CASH BONUS AND STOCK AWARD RETENTION AGREEMENT

This Employee Cash Bonus and Stock Award Retention Agreement (this “ Agreement ”) is entered into between GeoMet, Inc., a Delaware corporation with offices at Two Houston Center, Suite 1850, 909 Fannin Street, Houston, Texas 77010 (“ GeoMet ”) and Tony Oviedo (“ you ”) as of November 9, 2007 (the “ Effective Date ”).

1. RETENTION PAYMENT AND RESTRICTED STOCK AWARD. In order to compensate you for your promotion to Vice President, Chief Accounting Officer and Controller, to provide an incentive to encourage you to remain in the employ of GeoMet so that GeoMet may receive your continued dedication, to assure the continued availability of your advice and counsel and to assure that you will not provide services for a competing business, GeoMet hereby agrees to pay you the following cash bonus and grant you the following stock option and restricted stock award, in addition to your regular salary and benefits (which salary is recognized to be $180,000 per annum commencing on the Effective Date), provided you continuously remain employed by GeoMet as its Vice President, Chief Accounting Officer and Controller from the Effective Date through March 15, 2010 (the “ Retention Date ”):

a. On the Retention Date, you shall be entitled to a cash payment equal to $300,000.00, in lieu of the bonus payment you might otherwise be entitled to receive on that date as a Tier I employee of GeoMet for performance in calendar year 2009.

b. During the first open trading window (as defined in GeoMet’s Securities Trading Policy) after the Effective Date, you will be granted 20,000 restricted shares and options to purchase 60,000 shares of GeoMet common stock (in any combination of ISO’s and NQSO’s that you elect, such election to be made in writing on or before November 19, 2007) (the “ Award Shares ”) under the GeoMet 2006 Long-Term Incentive Plan (the “ Plan ”), which Award Shares shall vest on the Retention Date, unless earlier vested as contemplated in Section 2 below, all in accordance with and subject to the Plan and the form of the Restricted Stock Award Agreement attached hereto as Exhibit A and the form of the Summary of Stock Option Grant and Stock Option Award Agreement attached hereto as Exhibit B.

The cash payments and the Award Shares described in clauses (a) and (b) above in this Section 1 shall collectively be known as the Retention Payment. You will be solely responsible for any taxes that may be incurred as a result of your receiving the Retention Payment, and GeoMet will withhold all applicable taxes from it in accordance with applicable law.

2. EFFECT OF CORPORATE CHANGE. Should GeoMet experience a “Corporate Change” (as defined in Section 2.11 of the Plan) between the Effective Date and the Retention Date and (a) your employment with GeoMet is terminated by GeoMet without “Cause” (as defined in Section 2.6 of the Plan) following such Corporate Change and prior to the Retention Date, or (b) you terminate your employment with GeoMet for “Good Reason” (as defined in Section 2.18 of the Plan) following such Corporate Change and prior to the Retention Date, then in connection with such termination of employment: (i) GeoMet will pay you the cash portion of the Retention Payment described above that has not been paid to you prior to such termination date on the date that is ten (10) days after such termination; (ii) the Award Shares described in Section 1.(b) above shall vest as of the date of such termination; and, (iii) for a period of twelve (12) months following the end of the month during which such termination of employment


occurred, GeoMet will pay or reimburse you for the COBRA premiums paid or incurred by you for the continuation coverage elected by you (for yourself, and where applicable, your eligible dependents) pursuant to Section 601 of the Employee Retirement Income Security Act of 1974, as amended, for the medical and dental care benefits that are being provided to the active employees of GeoMet and its affiliates or their successors (collectively the “Employer”) from time to time; provided, however, that such payments or reimbursements shall terminate if you become eligible to elect coverage for medical and dental care benefits under a welfare plan of another employer. You are obligated hereunder to promptly report such eligibility to the Employer. The foregoing provisions of this Section 2 to the contrary notwithstanding, if you are a “specified employee” (within the meaning of Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance issued thereunder) at the time of your termination of employment under the provisions of this Section 2, then the payment of the cash portion of the Retention Payment payable to you pursuant to Section 2(c) above shall be delayed and paid to you (or in the event of your death, to your estate) on the first business day that is six (6) months after your “separation from service” (within the meaning of Section 409A of the Code and the regulations and other guidance issued thereunder), or if earlier, within thirty (30) days after the date of your death.

3. CODE SECTION 409A COMPLIANCE. The parties intend this Agreement to provide for the payment of compensation that is not subject to the tax imposed under Section 409A of the Code and this Agreement shall be interpreted and implemented to the extent possible in accordance with such intent. However, neither the GeoMet nor any of its affiliates makes any guarantee as to the tax treatment of any payment to be made pursuant to this Agreement.

4. ARBITRATION; APPLICABLE LAW. The parties waive trial before a judge or jury and agree to arbitrate with American Arbitration Association any dispute relating to this agreement or your recruitment, employment, or termination, except for claims relating to worker’s compensation benefits, unemployment insurance, or intellectual property rights. The arbitrator’s decision will include written findings of fact and law and will be final and binding except to the extent that judicial review of arbitration awards is required by law. The American Arbitration Association’s National Rules for the Resolution of Employment Disputes will govern the arbitration, except that the arbitrator will allow discovery authorized by the Texas Arbitration Act and any additional discovery necessary to vindicate a claim or defense. The arbitrator may award any remedy that would be available from a court of law. Any arbitration under this Agreement shall be held in Harris County. The parties will share the arbitration costs equally (except that GeoMet will pay the arbitrator’s fee and any other cost unique to arbitration) and will pay their own attorney’s fees except as required by law or separate agreement. This Agreement is governed by the laws of the State of Texas without regard to its conflict-of-law rules.

5. ANNUAL CASH BONUSES AND STOCK OPTION GRANTS.

a. Cash Bonus. For calendar year 2007, you shall be entitled to a cash payment equal to $45,000.00 payable on March 15, 2008 (in lieu of a bonus payment you would be entitled to receive on that date as a Tier I or Tier II employee for performance in calendar year 2007). For calendar year 2008, you will be eligible for an annual cash bonus award which is payable in March, 2009 as a Tier I employee of GeoMet. For calendar year 2009, you will not be eligible for an annual cash bonus award to which you might otherwise be entitled as a Tier I employee of GeoMet had you not entered into this Agreement.

 

2


b. Stock Option Grants. For calendar years 2008 and 2009, you will not be eligible for stock option grants, restricted stock awards or other share-based awards pursuant to the Plan to which you might otherwise be entitled as a Tier I employee of GeoMet had you not entered into this Agreement.

6. GEOMET, INC. SEVERANCE PLAN DATED EFFECTIVE JANUARY 29, 2007. You acknowledge that you will not be entitled to any benefits under the GeoMet, Inc. Severance Plan dated effective January 29, 2007 that you might otherwise be entitled to if you had not entered into this Agreement.

7. AT-WILL EMPLOYMENT. This Agreement does not guarantee or imply any right to continued employment for any period whatsoever. You and GeoMet acknowledge that your employment is and shall continue to be at-will, as defined under applicable law. If your employment terminates for any reason, all payments of compensation and benefits shall cease and thereafter you shall not be entitled to any payments, benefits, damages, awards or compensation except for the Retention Payment if it has been earned as of such date of termination, and except as may otherwise be available in accordance with established employee plans and practices or other written agreements in effect between you and GeoMet at the time of termination, taking into account the terms of this Agreement.

8. DURATION. The terms of this Agreement shall terminate upon the date that all obligations of the parties hereunder have been satisfied; provided, however, that this Agreement may be extended for an additional period or periods by resolution adopted by the Board at any time during the period that the Agreement is in effect.

9. MISCELLANEOUS PROVISIONS.

a. Whole Agreement . No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.

b. Employment Taxes . GeoMet will withhold from all payments made pursuant to this Agreement the applicable income and employment taxes.

c. At Will Employment . Other than specifically set forth above, nothing in this Agreement modifies your existing at-will employment relationship with GeoMet or otherwise changes the terms of your employment agreement.

d. Employee Cash Bonus and Stock Award Retention Agreement dated November 20, 2006 . Except as to the terms of that certain Employee Cash Bonus and Stock Award Agreement dated November 20, 2006 (the “Prior Agreement”), as amended, that relate to and govern the Award Shares described in Section 1.(b) therein, this Agreement supersedes and replaces the Prior Agreement in its entirety.

 

3


IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

 

GeoMet, Inc.

 

 

Tony Oviedo

By:

 

/s/ J. Darby Seré

 

 

/s/ Tony Oviedo

 

J. Darby Seré

Chief Executive Officer and President

 

 

 

 

4


Exhibit “A”

to that certain Employee Cash Bonus and Stock Award Agreement

dated November 9, 2007 between GeoMet, Inc. and Tony Oviedo

GEOMET, INC.

2006 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT, made and entered into as of the          day of November, 2007, by and between GEOMET, INC., a Delaware corporation (“GeoMet”), and Tony Oviedo, an employee or outside director of GeoMet or one of its Affiliates (“Participant”).

WHEREAS, the Compensation Committee of GeoMet’s Board of Directors (the “Committee”), acting under GeoMet’s 2006 Long-Term Incentive Plan (the “Plan”), has the authority to award restricted shares of GeoMet’s common stock, $0.001 par value per share (the “Common Stock”), to certain employees or directors providing services to GeoMet or an Affiliate (as defined in the Plan); and

WHEREAS, pursuant to the Plan, the Committee has determined to make such an award to Participant on the terms and conditions and subject to the restrictions set forth in the Plan and this Agreement, and Participant desires to accept such award;

NOW, THERFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Restricted Stock Award . On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, GeoMet hereby awards to Participant, and Participant hereby accepts, a restricted stock award (the “Award”) of 20,000 shares (the “Restricted Shares”) of Common Stock. The Award is made effective as of the date of this Agreement (the “Effective Date”). A certificate representing the Restricted Shares shall be issued in the name of Participant (or, at the option of GeoMet, in the name of a nominee of GeoMet) as of the Effective Date and delivered to Participant on the Effective Date or as soon thereafter as practicable. Participant shall cause the certificate representing the Restricted Shares, upon receipt thereof by Participant, to be deposited, together with stock powers and any other instrument of transfer reasonably requested by GeoMet duly endorsed in blank, with GeoMet, to be held by GeoMet in escrow for Participant’s benefit until such time as the Restricted Shares represented by such certificate are either forfeited by Participant to GeoMet or the restrictions thereon terminate as set forth in this Agreement.

2. Vesting and Forfeiture .

(a) The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Effective Date and shall end on March 15, 2010. During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Participant to GeoMet as provided in this Agreement, and Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any of the Restricted Shares (the “Restrictions”), other than by will or pursuant to the applicable laws of descent and distribution, provided Participant is in the continuous service of Employer or an Affiliate until such date. Following the removal of the Restrictions on any Restricted Shares, GeoMet shall deliver to Participant from escrow a certificate representing such Shares and Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such Restricted Shares, subject to applicable securities laws and the policies of GeoMet then in effect.

(b) Subject to paragraph (c) of this Section, upon termination of Participant’s employment or service with GeoMet or any Affiliate, (i) Participant shall have no rights whatsoever in and to any of the Restricted Shares if the Restrictions have not by that time been removed pursuant to the foregoing paragraph, (ii) all of the Restricted Shares shall automatically revert to GeoMet at no cost and (iii) neither Participant nor any of his or her heirs, beneficiaries, executors, administrators or other personal representatives shall have any rights with respect thereto.


(c) The Corporate Change provisions in the Plan shall apply with respect to the removal of the Restrictions on the Restricted Shares.

3. Rights as Shareholder . Subject to the provisions of this Agreement, upon the issuance of a certificate or certificates representing the Restricted Shares to Participant, Participant shall become the record and beneficial owner thereof for all purposes and shall have all rights as a stockholder, including without limitation voting rights and the right to receive dividends and distributions, with respect to the Restricted Shares. If and to the extent GeoMet shall effect a stock split, stock dividend or similar distribution with respect to the Common Stock, (i) the stock distributed pursuant thereto shall be held by GeoMet with respect to those Restricted Shares as to which the Restrictions have not yet been removed pursuant to Section 2; (ii) such additional stock shall enjoy the privileges and be subject to the Restrictions applicable to the Restricted Shares; and (iii) Participant shall be entitled to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such additional stock when the Restrictions on the Restricted Shares to which the distribution relates have been removed pursuant to Section 2.

4. Optional Issuance in Book-Entry Form . Notwithstanding the foregoing, at the option of GeoMet, any shares of Common Stock that under the terms of this Agreement are issuable in the form of a stock certificate may instead be issued in book-entry form.

5. Withholding Taxes .

(a) Participant may elect, within 30 days of the Effective Date and on notice to GeoMet, to realize income for federal income tax purposes equal to the fair market value of the Restricted Shares on the Effective Date. In such event, Participant shall make arrangements satisfactory to GeoMet or the appropriate Affiliate to pay in the calendar year that includes the Effectiv


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more