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.
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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.
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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.
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GeoMet,
Inc.
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Tony
Oviedo
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By:
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/s/ J. Darby
Seré
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/s/ Tony
Oviedo
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J. Darby Seré
Chief Executive Officer and
President
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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