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EXHIBIT
99.1
SEVERANCE COMPENSATION
AGREEMENT
THIS AGREEMENT
(“Agreement”) is made and entered into as of the date
set forth below, by and between ENERGEN CORPORATION, an Alabama
corporation (“Energen”), and the Executive identified
below (“the Executive”).
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| Date: |
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| Executive: |
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_____________________ |
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| Factor: |
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[100,150, 200, 300]% (see Section 3) |
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Base Period [ 12, 18, 24, 36]
months commencing on the date of a Change in Control (See
Section 1(a))
WITNESSETH
:
WHEREAS, Executive is an
effective and valuable employee of Energen and/or one or more of
its subsidiaries;
WHEREAS, Executive desires
certain assurances with respect to any change in control of
Energen;
WHEREAS, Energen recognizes
that the uncertainties involved in a potential or actual change in
control of Energen could result in the distraction or departure of
management personnel such as Executive to the detriment of Energen
and its shareholders; and
WHEREAS, Energen desires to
lessen the personal and economic pressure which a potential or
actual change in control may impose on Executive and thereby
facilitate Executive’s ability to bargain successfully for
the best interests of Energen’s shareholders in the event of
such a change in control;
NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein
contained, Energen and Executive hereby agree as
follows:
Section 1.
Definitions . As used in this Agreement the following words
and terms shall have the following meanings:
(a) “ Applicable
Period ” means the period commencing with the first to
occur of (i) the earliest date that a Change in Control occurs
or (ii) Energen shareholder approval of a transaction which
upon consummation will constitute a Change in Control, and ending
on the first to occur of (iii) the last day of the
“Base Period” specified at the beginning of this
Agreement or (iv) a determination by the Energen Board of
Directors that such Change in Control will not be consummated.
Anything in this Agreement to the contrary notwithstanding, if a
Change in Control occurs, and if the Date of Termination with
respect to Executive’s employment with Energen occurs prior
to the date on which the Change in Control occurs, and if it is
reasonably demonstrated by Executive that such termination of
employment (i) was at the request of a third party who has
taken steps reasonably calculated to effect the Change in Control
or (ii) otherwise arose in connection with or in anticipation
of the Change in Control, then for all purposes of this Agreement
the “Applicable Period” shall be deemed to have
commenced on the date immediately preceding the Date of
Termination.
(b) “ Cause
” Termination of employment by Employer for
“Cause” shall mean termination based on any of the
following:
(1) The willful and continued
failure by the Executive to substantially perform Executive’s
duties with Employer (other than any such failure resulting from
Executive’s incapacity due to physical or mental illness)
after a written demand for substantial performance is delivered to
Executive specifically identifying the manner in which Executive
has not substantially performed Executive’s
duties;
(2) The engaging by Executive
in willful misconduct which is demonstrably injurious to Employer
monetarily or otherwise; or
(3) The conviction of
Executive of a felony.
(c) “ Change in
Control ” means the occurrence of any one or more of the
following:
(1) The acquisition by any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership (within the meaning
of Rule 13(d)-3 promulgated under the Exchange Act) of 25% or more
of either (i) the then outstanding shares of common stock of
Energen (the “Outstanding Common Stock”) or
(ii) the combined voting power of the then outstanding voting
securities of Energen entitled to vote generally in the election of
directors (the “Outstanding Voting Securities”);
provided, however, that for purposes of this subsection
(1) any acquisition by an employee benefit plan (or related
trust) sponsored or maintained by Energen or any corporation
controlled by Energen shall not constitute a Change in
Control;
(2) Individuals who, as of
January 1, 2007, constitute the Board of Directors of Energen
(the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board of Directors of Energen
(the “Board of Directors”); provided, however that any
individual becoming a director subsequent to such date whose
election, or nomination for election by Energen’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board of
Directors;
(3) Consummation of a
reorganization, merger or consolidation, or sale or other
disposition of all or substantially all of the assets, of Energen
(a “Business Combination”), in each case, unless,
following such Business Combination, (i) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Common Stock and Outstanding
Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as
a result of such transaction owns Energen or all or substantially
all of Energen’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination, of the
Outstanding Common Stock and Outstanding Voting Securities, as the
case may be, (ii) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit
plan (or related trust) of Energen or such corporation resulting
from such Business Combination) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of
the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of
the Board of Directors, providing for such Business Combination;
and
(4) Any transaction or series
of transactions which is expressly designated by resolution of the
Board of Directors to constitute a Change in Control for purposes
of this Agreement.
(5) In addition to the above
described Changes in Control, a Subsidiary Transaction (defined
below) will constitute a Change in Control to the extent specified
below. A “Subsidiary Transaction” is a transaction that
results in securities representing 80% or more of the voting
interests in a Subsidiary or substantially all of a
Subsidiary’s assets being transferred to an entity not
controlled by or under common control with Energen.
(i) A Subsidiary Transaction
involving a disposition of Energen’s largest Subsidiary or
the assets of Energen’s largest Subsidiary will constitute a
Change in Control if immediately prior to such transaction the
Executive was an officer or employee of Energen or Energen’s
largest Subsidiary. The largest Subsidiary is determined by net
book value of property, plant and equipment.
(ii) A Subsidiary Transaction
involving a disposition of Energen Resources Corporation or its
assets will constitute a Change in Control if immediately prior to
the transaction the Executive was an officer or employee of Energen
Resources Corporation.
(iii) A Subsidiary
Transaction involving a disposition of Alabama Gas Corporation or
its assets will constitute a Change in Control if immediately prior
to the transaction the Executive was an officer or employee of
Alabama Gas Corporation.
(d) “ Code
” means the Internal Revenue Code of 1986, as the same may be
from time to time amended.
(e) “
Compensation ” means an amount equal to the sum of
(A) plus (B), where (A) is the Executive’s
annualized base salary in effect immediately prior to the
Measurement Event, and (B) is the highest annual bonus awarded
Executive by Employer pursuant to the Energen Annual Incentive
Compensation Plan (or any successor annual cash incentive plan)
with respect to the three (3) fiscal years immediately
preceding the fiscal year in which the Measurement Event occurs.
Compensation shall be calculated without reduction for any amounts
deferred by the Executive pursuant to the Energen Corporation 1997
Deferred Compensation Plan.
(f) “ Date of
Termination ” means the first date on which Executive is
no longer employed by any Employer.
(g) [ Reserved
]
(h) “
Employer” means, severally and collectively as
applicable, any one or more of the following entities:
(i) Energen, (ii) Energen’s Subsidiaries,
(iii) any party to a Change in Control and (iv) any
entity controlled by or under common control with a party to a
Change in Control.
(i) “ Exchange
Act ” means the Securities Exchange Act of 1934, as
amended.
(j) “ Good
Reason ” means the occurrence during an Applicable Period
of any of the following events without Executive’s prior
written consent:
(1) The assignment to
Executive by Employer of duties inconsistent with Executive’s
position, authority, duties, responsibilities and status with
Energen and its Subsidiaries immediately prior to the Measurement
Event, or a change in Executive’s titles or offices as in
effect immediately prior to the Measurement Event, or any removal
of Executive from or any failure to reelect or elect Executive to
any of such positions, or comparable positions with Employer, if
such assignment, change, or removal results in a material reduction
in Executive’s position, authority, duties, responsibilities
or status with Employer as compared to Executive’s position
with Energen and its Subsidiaries prior to the Measurement Event or
any other action by Employer that results in a material reduction
in Executive’s position, authority, duties, responsibilities
or status,
(2) A reduction in
Executive’s aggregate rate of monthly base pay from that in
effect prior to the Measurement Event;
(3) A failure by Employer to
provide short and long-term incentive opportunities comparable to
opportunities available to Executive prior to the Measurement
Event.
(4) A failure by Employer to
use its best efforts to provide Executive with either the same
fringe benefits (including retirement benefits and paid vacations)
as were provided to Executive prior to the Measurement Event or a
package of fringe benefits that, though one or more of such
benefits may vary from those in effect immediately prior to the
Measurement Event, is substantially comparable in all material
respects to the fringe benefits (taken as a whole) in effect prior
to the Measurement Event;
(5) Executive’s
relocation by Employer to any place more than 50 miles from the
location at which Executive performed the substantial portion of
Executive’s duties prior to the Measurement Event, except for
required travel by Executive on Employer’s business to an
extent substantially consistent with Executive’s business
travel obligations immediately prior to such Measurement
Event;
(6) Any material breach by
Energen of any provision of this Agreement or any other agreement
between Energen and Executive which breach continues for a period
of thirty days following delivery by Executive to Energen of
written notice of such breach.
(k) “ Independent
Auditor ” means the firm of certified public accountants
that at the time of the Change in Control had been most recently
engaged by Energen to render an opinion on Energen’s
consolidated financial statements, or any other firm of certified
public accountants mutually agreeable to Energen and
Executive.
(l) “ Measurement
Event” means (i) the Change in Control if the Date
of Termination is on or after the date of the Change in Control or
(ii) commencement of the Applicable Period if the Date of
Termination is prior to the date of the Change in
Control.
(m) “ Notice of
Termination ” has the meaning set forth in
Section 2(a) of this Agreement.
(n) “ Qualified
Termination ” means the occurrence during an Applicable
Period of
(i) a termination by all
Employers of Executive’s employment other than for
Cause,
(ii) a termination of
Executive’s employment with one or more Employers which
Executive and Energen agree in writing will constitute a Qualified
Termination for purposes of this Agreement, or
(iii) a voluntary termination
of Executive’s employment by Executive for Good
Reason.
(o) “ Subsidiary
” means any corporation, the majority of the outstanding
voting stock of which is owned directly or indirectly, by
Energen.
Section 2. Notice of
Termination . During any Applicable Period:
(a) Any termination for Cause
or Good Reason shall be communicated to the other party by written
notice (“Notice of Termination”) referencing this
Agreement and, indicating in reasonable detail the facts and
circumstances prov
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