|
Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE
THIS SEPARATION AGREEMENT AND RELEASE ("Release") is made and
entered into by and between Karl W. Benzer ("Employee") and Bronco
Drilling Company, Inc., a Delaware corporation ("the Company"),
effective as of August 26, 2006 (the "Effective Date").
WHEREAS Employee entered into an Employment Agreement
with the Company effective August 25, 2005 ("Employment
Agreement"), attached hereto as Attachment A;
WHEREAS Employee and the Company are parties to Stock
Option Agreements dated August 25, 2005 and March 23,
2006, respectively (collectively the "Stock Option Agreements"),
which are both governed by the Company’s 2005 Stock Incentive
Plan, including any amendments thereto ("Stock Incentive
Plan");
WHEREAS the parties mutually desire to terminate the
Employment Agreement and Employee’s employment; and
WHEREAS Employee and the Company desire to enter into an
agreement and to settle fully and finally any and all differences
between them, including, but not limited to, any and all
differences between them arising from or in any way connected with
Employee’s employment with the Company, the Employment
Agreement, the termination of the Employment Agreement and
Employee’s employment, and the Stock Option Agreements and
Stock Incentive Plan.
NOW, THEREFORE , in consideration of the mutual promises,
agreements and valuable consideration contained herein, the
sufficiency of which is hereby acknowledged, it is agreed as
follows:
1. Separation Payment and Continued Benefits . In
exchange for execution of this Release, and Employee’s
release of claims against the Company herein, the Company will
provide Employee with the following payments and benefits:
(a) The amount of Six Hundred and Thirty-Four Thousand Dollars
($634,000), of which an aggregate of $69,230.79 will continue to be
paid through December 31, 2006 consistent with past practices
and the Company’s payroll procedures (except that after the
Effective Date, no 401K Employee contributions nor any Company
matching contributions will be made and Employee will no longer be
eligible for the Company’s medical insurance except for COBRA
benefits) and the balance of $564,769.21 will be paid on
January 2, 2007 (with all such payments subject to applicable
withholdings); and
(b) Title without any encumbrances to that certain 2005 Tahoe,
VIN #1GNEC13T55R227980 (the "Auto"), with an agreed value of
$19,000, without any warranty from the Company whatsoever except
that the title is free of encumbrances; and
(c) Employee shall be permitted to exercise up to 23,333 vested
stock options at an exercise price of $18.70 per share and up to
9,722 vested stock options at $23.45, per share, and no others, in
accordance with the terms of the Stock Option Agreements and the
Stock Incentive Plan no later than November 25, 2006; and
(d) Employee shall be entitled to all of his vested benefits
under the Company’s 401(k) Plan and to retain the $90,000 in
cash bonuses previously paid to him; and
(e) Employee further agrees that the above-stated
payments and benefits are fair and reasonable and are the sole
monies and benefits which shall be due to him from the
Company.
2. Employment Agreement .
(a) Employee acknowledges timely receipt of all notices required
under Section 6.2 of the Employment Agreement and Employee and
the Company agree that as of the Effective Date the Employment
Agreement, and Employee’s employment, shall terminate.
(b) Employee and the Company agree that the obligations under
the Employment Agreement in Sections 7 through 15, and 17 through
22 will remain in full force and effect following the Effective
Date.
(c) Other than as stated in this Release, and those obligations
to Employee, if any, that exist under the Stock Option Agreements,
the Stock Incentive Plan and the Company’s 401(k) Plan,
Employee and Company further agree all duties and obligations owed
by the Company to Employee, under the Employment Agreement or
otherwise, will cease on the Effective Date including, but not
limited to, any and all duties, obligations, salary, and other
benefits owed by the Company to Employee under the Employment
Agreement and any other duties, obligations, agreements,
instruments and/or understandings, between Employee and the
Company, whether written or oral.
(d) Employee agrees to resign from any and all positions he
holds with the Company and any of its subsidiaries as of the
Effective Date, and agrees to execute such documents and take such
actions as the Company may reasonably deem necessary or desirable
to effectuate the foregoing.
3. Release of Claims .
(a) As an additional material inducement for the Company to
enter this Release, Employee does hereby agree to release and
forever discharge the Company and each of its current and former
parents, predecessors, subsidiaries, affiliates, successors,
assigns, agents, attorneys, officers, partners, stockholders,
employees, members of the Board of Directors, and each of their
heirs, successors, assigns, agents, and attorneys (hereinafter
referred to "Releasees") from any and all claims, charges,
complaints, liabilities or obligations of any kind whatsoever,
arising in tort or contract, whether known or unknown, which
Employee may have, now has, or has ever had arising from
Employee’s employment with the Company, his resignation from
that employment, the Employment Agreement, the Stock Option
Agreements, the Stock Incentive Plan, or any other matter or event
which may have occurred on or before the Effective Date (the
"Released Claims"). The Released Claims include, but are not
limited to, any and all claims, charges, complaints, liabilities or
obligations under federal, state or local law, including the
Oklahoma anti-discrimination statutes of Oklahoma, 25 Okla. Stat.
tit. §§ 1101 et seq., Oklahoma discrimination and wage
and hour law, Title VII of the Civil Rights Act of 1964, as amended
by the Civil Rights Act of 1991, the Americans With Disabilities
Act, the Family and Medical Leave Act, the Employee Retirement
Income Security Act, the Age Discrimination in Employment Act
("ADEA"), the Older Workers Benefit Protection Act ("OWBPA").
Employee further agrees not to bring any such Released Claim or
action against the Releasees, either individually or collectively;
provided however, that Employee may file a lawsuit to challenge the
validity of the release of the ADEA claims under this Release,
including the knowing and
2
voluntary nature of the ADEA release under the
OWBPA. Anything herein to the contrary notwithstanding, Employee
does not release the Company from any liabilities, claims or
obligations for vested benefits under the Company’s 401(k)
Plan, the Stock Option Agreements or the Stock Incentive
Plan.
(b) Employee hereby represents that there are no outstanding
civil or criminal charges, complaints, claims, grievances, or
actions of any nature whatsoever previously filed or brought by
Employee or on Employee’s behalf against the Released Parties
pending before any federal, state, local, international or
administrative court or agency as of the date of signing this
Agreement.
(c) Nothing in this Paragraph 3 shall interfere with
Employee’s right to file a charge with, or cooperate or
participate in an investigation or proceeding conducted by, the
Equal Employment Opportunity Commission ("EEOC") or other federal
or state regulatory or law enforcement agency. However, the
consideration provided to Employee in this Agreement shall be the
sole relief provided for the Released Claims and Employee will not
be entitled to recover, and Employee agrees to waive, any monetary
benefits or recovery against the Released Parties in connection
with any such charge or proceeding without regard to who has
brought such charge or proceeding.
(d) Employee agrees that if Employee breaches this Agreement and
initiates a legal proceeding or files a Released Claim wi
|
