Compete means to be engaged, either as an employee, officer, independent contractor or director with an oil and gas company engaged in the exploration, development and production industry in a capacity where the Director could be at risk of disclosing Confidential Information or using Confidential Information in violation of this Agreement. Notwithstanding the foregoing, Compete shall not include the provision of services to an oil and gas company that are of a technical, engineering, corporate communications, legal or accounting nature so long as such Director does not use or disclose Confidential Information during the provision of such services.
Confidential Information means all nonpublic and/or proprietary information respecting the business of the Company, including, without limitation, financial information, strategic plans, employment and personnel information, recruiting plans, technical information, geologic or geophysical data, drilling and engineering data, drilling plans and schedules, leasing schedules, maps, and the like, whether or not made, developed, or created by the Director at the request of the Company or otherwise.
Director has the meaning set forth in the Preamble.
Non-Compete Period means the period of time that the Director is a director of the Company and for six months thereafter.
Person means (a) with respect to a natural person, an individual, an individuals spouse or child, a trust controlled by any of the same, or any entity which is controlled, directly or indirectly, by an individual or an individuals spouse, child, or any combination thereof; and (b) with respect to an entity, any corporation, limited liability company, general partnership, limited partnership, venture, trust, business trust, unincorporated association, estate or other entity.
Services has the meaning set forth in Section 2.01.
Territory means all land within a three mile radius from the farthest outside edge of each oil or gas lease that is or was under lease, letter agreement or operated by the Company, its Affiliates or subsidiaries as of the date of this Agreement. The Company shall periodically provide the Director with a map showing the Territory, as it changes from time-to-time.
SERVICES TO THE COMPANY
2.01 Services Provided. The Director agrees to serve as a member of the Board of Directors of the Company (the Board) and to provide those services required of a director under the Companys Certificate of Incorporation and Bylaws, as both may be amended from time to time, and under the corporate laws of the State of Delaware, the federal securities laws, and other state and federal laws and regulations, as applicable (the Services), specifically including attending special or regular meetings of the Board or its committees, in such locations determined by the Chairman of the Board, the Chief Executive Officer or a majority of the Board then in office, as applicable, which may include, without limitation, the principal offices of the Company in Austin, Texas and the principal location of its operations in Midland, Texas.
2.02 Nature of Relationship. The Director, in his capacity as a director, is an independent contractor of the Company and will not be deemed to be an employee of the Company for the purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits, or otherwise. The Director, in his capacity as a director, shall not hold himself out as an agent of the Company, enter into any agreement on the Companys behalf, or incur any obligations on the Companys behalf, unless specifically authorized by the Board (or a committee of the Board) to so do.
| || |
|Director Agreement || ||Page 2 of 7|