UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
Commission file number: 1-10671
TEXAS MERIDIAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0319553
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15995 N. BARKERS LANDING, SUITE 300, HOUSTON, TEXAS 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 281-558-8080
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Number of shares of Common Stock outstanding at November 11, 1996 14,452,396
Page 1 of 17
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TEXAS MERIDIAN RESOURCES CORPORATION
QUARTERLY REPORT ON FORM 10-Q
INDEX
PAGE
NUMBER
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations (unaudited)
for the Three Months and Nine Months Ended
September 30, 1995 and 1996 .......................... 3
Consolidated Balance Sheets as of December 31, 1995
and September 30, 1996 (unaudited) ................... 4
Consolidated Statements of Cash Flows (unaudited) for the
Nine Months Ended September 30, 1995 and 1996 ........ 6
Consolidated Statements of Changes in Stockholders'
Equity (unaudited) for the Nine Months Ended
September 30, 1995 and 1996 .......................... 7
Notes to Consolidated Financial Statements (unaudited) .. 8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations .................. 10
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K ........................ 16
SIGNATURES ............................................................. 17
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
----------------- -------------------
1996 1995 1996 1995
------- ------- -------- -------
(in thousands, except per share information)
REVENUES:
Oil and natural gas .......... $ 6,583 $ 2,615 $ 16,479 $ 7,236
Interest and other ........... 273 478 1,084 545
------- ------- -------- -------
6,856 3,093 17,563 7,781
------- ------- -------- -------
COSTS AND EXPENSES:
Oil and natural gas operating 203 161 619 454
Severance and ad valorem taxes 500 216 1,042 574
Depletion, depreciation
and amortization ......... 2,473 1,291 6,408 3,287
General and administrative ... 947 774 2,769 2,452
Interest ..................... 8 23 16 43
------- ------- -------- -------
4,131 2,465 10,854 6,810
------- ------- -------- -------
INCOME BEFORE
INCOME TAXES ................. 2,725 628 6,709 971
------- ------- -------- -------
INCOME TAX EXPENSE:
Current ...................... -- 6 (26) 26
Deferred ..................... 954 -- 2,058 --
------- ------- -------- -------
954 6 2,032 26
------- ------- -------- -------
NET INCOME ....................... $ 1,771 $ 622 $ 4,677 $ 945
======= ======= ======== =======
Net income per common
and common equivalent share .. $ 0.11 $ 0.04 $ 0.30 $ 0.07
======= ======= ======== =======
Weighted average number of common
and common equivalent shares . 15,727 15,336 15,622 12,902
======= ======= ======== =======
See notes to consolidated financial statements.
3
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TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ...................... $ 15,871 $ 35,658
Accounts receivable (less allowance for
doubtful receivables of $121,000 in
1996 and 1995) ............................. 7,255 2,155
Due from affiliates ............................ 2,087 1,171
Prepaid expenses and other ..................... 223 141
-------- --------
Total current assets .................... 25,436 39,125
-------- --------
PROPERTY AND EQUIPMENT:
Oil and natural gas properties, full cost
method (including $16,593,000 [1996] and
$16,950,000 [1995] not subject to depletion,
depreciation and amortization) ............. 76,839 54,649
Land ........................................... 553 887
Equipment ...................................... 2,741 1,521
-------- --------
80,133 57,057
Less accumulated depletion,
depreciation and amortization .............. (16,167) (9,833)
-------- --------
63,966 47,224
-------- --------
OTHER ASSETS, NET .................................. 447 377
-------- --------
$ 89,849 $ 86,726
======== ========
See notes to consolidated financial statements.
4
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TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(unaudited)
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ............................... $ 2,344 $ 6,348
Revenues and royalties payable ................. 5,390 3,366
Accrued liabilities ............................ 3,417 5,473
-------- --------
Total current liabilities ............... 11,151 15,187
-------- --------
DEFERRED INCOME TAXES .............................. 2,058 --
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value
(25,000,000 shares authorized,
none issued and outstanding) ............... -- --
Common Stock, $0.01 par value
(100,000,000 share authorized,
14,452,395 [1996] and 14,430,176 [1995]
issued and outstanding) .................... 145 144
Additional paid-in capital ..................... 74,727 74,141
Accumulated earnings (deficit) ................. 1,931 (2,746)
Unamortized deferred compensation .............. (163) --
-------- --------
Total stockholders' equity .............. 76,640 71,539
-------- --------
$ 89,849 $ 86,726
======== ========
See notes to consolidated financial statements.
5
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TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
NINE MONTHS ENDED SEPTEMBER 30,
----------------------
1996 1995
-------- --------
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ..................................... $ 4,677 $ 945
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depletion, depreciation and amortization ... 6,335 3,253
Amortization of other assets ............... 73 34
Deferred income taxes ...................... 2,058 --
Non-cash compensation ...................... 297 --
Changes in assets and liabilities:
Increase in accounts receivable ............ (5,100) (681)
Increase in due from affiliates ............ (916) (374)
Increase in prepaid expenses and other
current assets ........................... (82) (79)
Increase (decrease) in accounts payable .... (4,004) 3,231
Increase in revenues and royalties payable . 2,024 1,373
Increase in accrued liabilities ............ 500 714
-------- --------
Net cash provided by operating activities ...... 5,862 8,416
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment additions, net ...... (25,632) (14,853)
Other ...................................... (135) 6
-------- --------
Net cash used in investing activities .......... (25,767) (14,847)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term
borrowings ............................... -- 2,800
Reductions in long-term debt ............... -- (2,800)
Deferred loan costs ........................ (9) (192)
Common Stock offering, net of
issuance costs ........................... -- 36,876
Exercise of stock options .................. 127 152
-------- --------
Net cash provided by financing
activities ................................... 118 36,836
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS ............ (19,787) 30,405
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD ......................... 35,658 4,111
-------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD ............................... $ 15,871 $ 34,516
======== ========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Interest paid .................................. $ -- $ 39
======== ========
Income taxes paid .............................. $ -- $ 37
======== ========
See notes to consolidated financial statements.
6
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TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
ACCUMU-
COMMON STOCK ADDITIONAL LATED UNAMORTIZED
NO. OF PAR PAID-IN EARNINGS DEFERRED
SHARES VALUE CAPITAL (DEFICIT) COMPENSATION TOTAL
------ ---- ------- ------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996:
Balance, January 1, 1996 ............... 14,430 $144 $74,141 $(2,746) $-- $71,539
Exercise of stock options .......... 16 -- 127 -- -- 127
Company's 401(k) Plan
contribution ................... 6 -- 80 -- -- 80
Issuance of rights to
Common Stock ................... -- 1 379 -- (380) --
Compensation expense ............... -- -- -- -- 217 217
Net income ......................... -- -- -- 4,677 -- 4,677
------ ---- ------- ------- ----- -------
Balance, September 30, 1996 ............ 14,452 $145 $74,727 $ 1,931 $(163) 76,640
====== ==== ======= ======= ===== =======
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995:
Balance, January 1, 1995 ............... 10,593 $106 $37,151 $(4,899) $-- $32,358
Common Stock offering,
net of issuance costs .......... 3,795 38 36,838 -- -- 36,876
Exercise of stock options .......... 42 -- 152 -- -- 152
Net income ......................... -- -- -- 945 -- 945
------ ---- ------- ------- ----- -------
Balance, September 30, 1995 ............ 14,430 $144 $74,141 $(3,954) -- $70,331
====== ==== ======= ======= ----- =======
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
These consolidated financial statements reflect the accounts of Texas
Meridian Resources Corporation ("TMRC") and its subsidiaries after elimination
of all significant intercompany transactions and balances. The financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in TMRC's Annual Report on Form 10-K for
the year ended December 31, 1995, as filed with the Securities and Exchange
Commission ("SEC").
The financial statements included herein as of September 30, 1996, and
for the three and nine month periods ended September 30, 1995 and 1996 are
unaudited, and, in the opinion of management, the information furnished reflects
all material adjustments, consisting of normal recurring adjustments, necessary
for a fair statement of the results for the interim periods presented. Certain
items in the prior year statements have been reclassified to conform with the
current year presentation.
2. STOCKHOLDERS' EQUITY
STOCK OPTIONS
Options to purchase the Company's Common Stock have been granted to
officers, employees, nonemployee directors and certain key individuals, under
various stock option plans. Options generally become exercisable in 25%
cumulative annual increments, beginning with the date of grant, and expire at
the end of ten years. At September 30, 1996, 530,811 shares were available for
grant under the plans. A summary of option transactions during the first nine
months of 1996 are as follows:
NUMBER
OF OPTION PRICE
SHARES PER SHARE
------- -----------
Outstanding at December 31, 1995 ............. 741,750 $1.13-13.13
Granted ................................... 189,750 9.00-12.25
Exercised ................................. (16,250) 5.38-10.38
Canceled .................................. (29,250) 5.38-11.00
-----------
Outstanding at September 30, 1996 ............ 886,000 1.13-13.13
===========
Shares exercisable at September 30, 1996 ..... 515,559 1.13-13.13
-----------
The weighted average exercise price of options outstanding at September
30, 1996 was $7.41.
8
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DEFERRED COMPENSATION
In July 1996, the Company through the Compensation Committee of the
Board of Directors granted to Messrs. Reeves and Mayell (the Company's Chief
Executive Officer and President, respectively) rights to the Company's Common
Stock in lieu of cash compensation pursuant to the Company's Long-Term Incentive
Plan. Under such grants, Messrs. Reeves and Mayell each elected to defer
$180,000 and $400,000 of their compensation for 1996 and 1997, respectively. The
Company also granted to each officer a 100% matching deferral, which is subject
to a one-year vesting. Under the terms of the grants, the employee and matching
deferrals are allocated to a Common Stock account in which units are credited to
the accounts of the officer based on the number of shares that could be
purchased at the market price of the Common Stock at June 28, 1996, for the
deferrals of 1996 and at December 31, 1996, for the deferrals of 1997. At
September 30, 1996, 33,333 rights have been granted and under this plan 250,000
shares of Common Stock have been reserved for future issuance. No actual shares
of Common Stock are issued and the officer has no rights with respect to any
shares unless and until there is a distribution. Distributions are to be made
upon the death, retirement or termination of employment of the officer.
The obligations of the Company with respect to the deferrals are
unsecured obligations of the Company. The shares of Common Stock that may be
issuable upon distribution of deferrals have been treated as a Common Stock
equivalent in the financial statements of the Company. The compensation expense
relating to these grants is reflected as a general and administrative expense.
3. EARNINGS PER SHARE
Earnings per share are calculated by dividing net income by the weighted
average common shares and (in periods in which they have a dilutive effect)
common share equivalents outstanding during the period. Shares of Common Stock
issuable under stock options and warrants are treated as common share
equivalents when dilutive.
For 1995 and 1996 there is no difference between primary and fully
diluted earnings per share.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following is a discussion of the Company's financial operations for
the three and nine month periods ended September 30, 1996 and 1995. The notes to
the Company's consolidated financial statements included in this report, as well
as the Company's Annual Report on Form 10-K for the year ended December 31, 1995
(and the notes attached thereto), should be read in conjunction with this
discussion.
OVERVIEW
The Company recognized record earnings and operating cash flow during
the three and nine month periods ended September 30, 1996. These results reflect
significant production gains resulting from the Company's successful exploration
and development activities in recent periods and an increase in the Company's
capital expenditures for exploration and development in 1996. The Company has
also benefitted during 1996 through increases in oil and natural gas prices as
well as reduced operating expenses, depletion, depreciation and amortization
expense, and general and administrative expenses as a percentage of revenues due
to the Company's increased levels of production.
Revenues increased by 126% for the first nine months of 1996 over the
same period in 1995. The revenue increase reflects a balance between
substantially higher oil and natural gas production and increased oil and
natural gas prices. Oil production for the first nine months ended September 30,
1996 was up 150% and natural gas production increased 32% over the respective
levels in the prior year. Oil prices increased 18% for the 1996 nine month
period to $21.04 per barrel compared to the first nine months of 1995, while gas
prices were 49% higher at $2.46 per MCF. The Company expects fourth quarter
production to continue to increase with the addition of a full quarter's
production from the Henry No. 27-2 well and production from the successful TMRX
Ben Todd No. 1 well that was placed on production in October.
In July 1995, the Company completed a public offering of 3,795,000
shares of Common Stock and raised approximately $36.9 million net of offering
expenses. The net proceeds from this offering are being used to help fund an
expansion of the Company's exploration and development program. The Company has
currently developed various 3-D seismic surveys and has two covering a total of
80 square miles in the evaluation phase and three covering a total of 180 square
miles in the acquisition phase. The Company anticipates starting at least one
more survey by year end. The Company currently has 2 wells drilling and expects
to drill between 15 and 20 exploratory and development wells during 1997.
The Company has also entered into a definitive agreement with the
Louisiana Land and Exploration Company ("LL&E") to form a joint venture alliance
to pursue exploration prospects in the coastal transition zones of south
Louisiana. Under the alliance, the Company and LL&E have designated an
approximate 1,500 square mile area of mutual interest in which they will jointly
pursue prospectus utilizing 3-D seismic data and computer assisted technology.
The alliance includes a joint drilling program following the acquisition of
seismic data, geological options and leases in the exploration area. The Company
currently expects the acquisition of 200 square miles of seismic data prior to
year end and the commencement of drilling the first
10
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prospects under this alliance in the first or second quarter of 1997.
Although there can be no assurance as to the results of the Company's
current drilling program, the increase in the Company's exploration activities
is expected to result in increased revenue and income for the remainder of 1996
and into 1997. Future results, however, will be subject to the level of success
in the program, performance of existing producing wells and prevailing prices of
crude oil and natural gas.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of 1996, the Company's liquidity needs were
met from oil and natural gas production sales and from cash reserves. As of
September 30, 1996, the Company had a cash balance of $15.9 million and working
capital of $14.3 million.
Capital expenditures for the first three quarters of 1996 consisted of
$26.1 million for property and equipment additions related to exploration and
development of various prospects, including lease, seismic data acquisitions,
drilling and completion costs. An insurance claim of $3.9 million has been
offset against the year's first nine months capital expenditures resulting in
additions of $25.6 million which are reflected on this period's cash flow
statement. The Company has budgeted approximately $8.0 million in capital
expenditures for the fourth quarter of 1996 and anticipates capital expenditures
in excess of $45.0 million during 1997 for the further development and drilling
of its south Louisiana and southeast Texas prospects.
Future cash requirements are expected to be provided from existing cash,
cash flow from current properties and newly-drilled properties developed on the
Company's exploration prospects and borrowings under the Company's credit
facility with Chase Manhattan Bank. Cash requirements beyond 1996 will be
dependent upon the success of the Company's current drilling program, the scope
of the activities to be undertaken by the Company under the exploration joint
venture with LL&E and capital expenditures required for ongoing exploration and
development activities.
In management's opinion, the Company has sufficient capital resources
available to fund its exploration and development drilling plans as well as any
other obligations and liquidity requirements.
It is the policy of the Company to retain its existing cash for
reinvestment in the businesses of the Company and not to pay dividends with
respect to its Common Stock. This policy is expected to continue in the
foreseeable future.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996, COMPARED
TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995
OPERATING REVENUES. Third quarter 1996 oil and natural gas revenues increased
$4.0 million compared to third quarter 1995 revenues due to a significant
increase in oil production and a strong rise in average natural gas prices.
11
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Oil and natural gas production rose by 207% and 27%, respectively, due
in large part to the successful completion of several wells in south Louisiana
and southeast Texas. Oil and natural gas prices rose during the three months
ended September 30, 1996, by 27% and 53%, respectively, over the third quarter
in 1995 due to, among other things, stronger demand associated with economic
growth and weather conditions coupled with low fuel oil inventories and natural
gas storage levels.
The following table summarizes operating revenues, production volumes
and average sales prices for the Company for the three months ended September
30, 1995 and 1996.
1996
THREE MONTHS ENDED 1996 PERCENTAGE
SEPTEMBER 30, INCREASE INCREASE
1996 1995 (DECREASE) (DECREASE)
------ ------ ---------- ----------
Volume:
Oil (Mbbl) ........... 138 45 93 207%
Natural Gas (Mmcf) ... 1,469 1,158 311 27%
Average Price Per Unit:
Oil (Bbl) ............ $21.78 $17.16 $ 4.62 27%
Natural Gas (Mcf) .... $ 2.44 $ 1.59 $ .85 53%
Gross Revenues (000's):
Oil .................. $3,006 $ 772 $2,234 289%
Natural Gas .......... 3,577 1,843 1,734 94%
------ ------ ------ ---
Total ............ $6,583 $2,615 $3,968 152%
====== ====== ====== ===
OPERATING EXPENSES. Oil and natural gas operating expenses of $0.2 million for
the three months ended September 30, 1996 remained flat to the same period of
1995. Operating expenses were maintained at this level notwithstanding
additional wells being on stream during the third quarter of 1996 compared to
the same period during 1995. As a percentage of revenues, operating expenses
declined from 5.2% to 3.0%.
SEVERANCE AND AD VALOREM TAXES. Third quarter 1996 severance and ad valorem
taxes increased by $0.3 million from $0.2 million during the same period in
1995. This increase was caused by higher oil and natural gas revenues and a
significant increase of Louisiana oil production, which has a higher severance
tax relative to natural gas.
INTEREST AND OTHER INCOME. Interest and other income during the third quarter
1996 decreased $0.2 million from the same quarter of 1995. This decrease was the
result of lower cash balances as the Company continues to invest its cash
resources in exploration activities.
DEPLETION, DEPRECIATION AND AMORTIZATION. Depletion, depreciation and
amortization expense
12
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("DD&A") increased during the quarter ended September 30, 1996, to $2.5 million
from $1.3 million for the comparable period of 1995. DD&A increased primarily as
a result of increased total production. The Company uses the unit of production
method to amortize its oil and natural gas properties. As a percentage of
revenues, DD&A decreased from 41.7% to 36.1% in the third quarter of 1996
compared to the third quarter of 1995.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense increased
$0.1 million during the third quarter of 1996 compared to the third quarter of
1995, but declined as a percentage of revenues. The increase is due primarily to
an expansion of the Company's exploration and production activities.
INCOME TAX EXPENSE. As a result of the Company's income position, a provision
for deferred income taxes of $1.0 million was recorded in the third quarter of
1996 for financial reporting purposes, while no provision was required in 1995.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED
TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995
OPERATING REVENUES. Oil and natural gas revenues for the nine months ended
September 30, 1996, increased $9.2 million, or 128%, compared to the nine months
ended September 30, 1995. This increase was attributable to increases in both
production and prices of oil and natural gas.
The following table summarizes operating revenues, production volumes
and average sales prices for the Company for the nine months ended September 30,
1995 and 1996.
1996
NINE MONTHS ENDED 1996 PERCENTAGE
SEPTEMBER 30, INCREASE INCREASE
1996 1995 (DECREASE) (DECREASE)
------- ------ ---------- ----------
Volume:
Oil (Mbbl) .......... 320 128 192 150%
Natural Gas (Mmcf) .. 3,967 3,008 959 32%
Average Price Per Unit:
Oil (Bbl) ........... $ 21.04 $17.84 $ 3.20 18%
Natural Gas (Mcf) ... $ 2.46 $ 1.65 $ 0.81 49%
Gross Revenues (000's):
Oil ................. $ 6,733 $2,283 $4,450 195%
Natural Gas ......... 9,746 4,953 4,793 97%
------- ------ ------ ---
Total ........... $16,479 $7,236 $9,243 128%
======= ====== ====== ===
13
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OPERATING EXPENSES. Oil and natural gas operating expenses increased $0.2
million to $0.6 million for the nine months ended September 30, 1996, compared
to $0.5 million for the nine months ended September 30, 1995. This increase was
primarily related to the additional wells brought on production during the last
twelve months. As a percentage of revenues, operating expenses declined from
5.8% to 3.5% in the first nine months of 1996 compared to the same period of
1995.
SEVERANCE AND AD VALOREM TAXES. Severance and ad valorem taxes increased $0.5
million for the first three quarters of 1996 compared to the same period of
1995. The increase was a direct result of higher oil and natural gas revenues
and a significant increase of Louisiana oil production with its associated
higher severance tax burden.
INTEREST AND OTHER INCOME. Interest and other income during the first nine
months of 1996 increased $0.5 million compared to the first nine months of 1995.
This increase was the result of a significant increase in the average cash
balances following the Company's July 1995 public offering of Common Stock.
DEPLETION, DEPRECIATION AND AMORTIZATION. DD&A increased during the nine months
ended September 30, 1996 to $6.4 million from $3.3 million for the comparable
period of 1995. DD&A increased primarily as a result of increased total
production. The Company uses the unit of production method to amortize its oil
and natural gas properties. As a percentage of revenues, DD&A decreased from
42.2% to 38.9% in the nine months ended September 30, 1996 compared to the first
nine months of 1995.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense increased
$0.3 million to $2.8 million for the first three quarters of 1996 compared to
$2.5 million for the first three quarters of 1995, but declined as a percentage
of revenues. The increase is due primarily to an expansion of the Company's
exploration and production activities.
INCOME TAX EXPENSE. As a result of the Company's income position, a provision
for deferred income taxes of $2.0 million was recorded in the first nine months
of 1996 for financial reporting purposes.
OTHER
From time to time, the Company may make certain statements that contain
"forwardlooking" information (as defined in the Private Securities Litigation
Reform Act of 1995) and that involve risk and uncertainty. These forward-looking
statements may include, but are not limited to, exploration and seismic
acquisition plans, anticipated results from current and future exploration
prospects, the anticipated results of wells based on logging data and production
tests, future sales of production, earnings, margins, production levels and
costs, market trends in the oil and gas industry and the exploration and
development sector thereof, environmental and other expenditures and various
business trends. Forward-looking statements may be made by management orally or
in writing including, but not limited to, the Management's Discussion and
Analysis and Financial Condition Results of Operation section and other sections
of the Company's filings with the Securities and Exchange Commission under the
Securities Act of 1933 and the Securities Exchange Act of 1934.
14
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Actual results and trends in the future may differ materially depending
on a variety of factors including, but not limited to, the success of the
Company's exploration and development program, changes in the price of oil and
natural gas, world-wide political stability and economic growth, the Company's
successful execution of internal exploration, development and operating plans,
environmental regulation and costs, regulatory uncertainties and legal
proceedings.
15
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
10.1 Deferred Compensation Agreement dated July 31, 1996, between
Texas Meridian Resources Corporation and Joseph A. Reeves, Jr.
10.2 Deferred Compensation Agreement dated July 31, 1996, between
Texas Meridian Resources Corporation and Michael J. Mayell.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
The Registrant filed no reports on Form 8-K during the quarter covered
by this report.
16
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TEXAS MERIDIAN RESOURCES CORPORATION AND SUBSIDIARIES
(Registrant)
Date: November 12, 1996 By: /s/ LLOYD V. DELANO
Lloyd V. DeLano
Vice President - Director of Accounting
(Chief Financial and Accounting Officer)
17
EXHIBIT 10.1
RESTRICTED STOCK GRANT AND
EXECUTIVE DEFERRED COMPENSATION
AGREEMENT
This Agreement is between Texas Meridian Resources Corporation, a
Texas corporation (the "Company"), and Joseph A. Reeves, Jr. (the "Employee");
WHEREAS, the Company has heretofore adopted the Texas Meridian
Resources Corporation Long-Term Incentive Plan (the "Plan"), which provides for,
among other things, the granting of Restricted Stock (as defined in the Plan) to
eligible employees of the Company and its subsidiaries; and
WHEREAS, pursuant to the terms of the Plan, the Compensation
Committee of the Company, as administrative committee of the Plan (the
"Committee"), has determined to make various grants of Restricted Stock to the
Employee under the Plan subject to the terms and conditions set forth in this
Agreement, including the election by the Employee to make certain deferrals of
Compensation (as defined herein) in accordance with the terms of this Agreement;
NOW, THEREFORE, the Employee and the Company hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.1 "ACCOUNT" means a ledger account pertaining to the Employee which
reflects the amount of deferred compensation due the Employee. The Company may
establish the following Accounts and any additional Accounts that the Committee
considers necessary.
(a) Deferral Account - The Employee's deferral, if any, between 1%
and 100% of his Compensation.
(b) Company Match Account - The Company Match of
the Employee's Deferral, if any.
1.2 BENEFICIARY. "Beneficiary" means a person or entity designated
by the Employee under the terms of Section 6.1 of this Agreement to receive any
amounts distributed under the Plan upon the death of the Employee.
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1.3 BOARD OF DIRECTORS. "Board of Directors" means the Board of
Directors of Texas Meridian Resources Corporation.
1.4 CHANGE OF CONTROL. "Change of Control" shall have the meaning
assigned to it in the Plan.
1.5 CODE. "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
1.6 COMMON STOCK. "Common Stock" shall have the meaning assigned to
it in the Plan.
1.7 COMPANY. "Company" means Texas Meridian Resources Corporation,
and, in the context of Deferrals of Compensation, Company Matches, establishment
and maintenance of accounts, obligations under Article X and employment matters,
any Subsidiary employing the Employee.
1.8 COMPANY MATCH. "Company Match" means the match which the
Company accrues with respect to the amount deferred during a Deferral Year by an
Employee under this Agreement.
1.9 COMPENSATION. "Compensation" means the Employee's (a) cash
compensation reported on Form W-2 by the Company during the Deferral Year plus
(b) amounts deferred under this Agreement, and any eligible cash or deferred
arrangement under Sections 401(k) and Section 125 of the Code.
1.10 COMMITTEE. "Committee" shall have the meaning assigned to it
in the Plan.
1.11 DEFERRAL. "Deferral" means the amount of Compensation deferred
under a deferral election made by the Employee under Section 3.1.
1.12 DEFERRAL YEAR. "Deferral Year" means a one year period which
coincides with the calendar year.
1.13 DEFERRED COMPENSATION LEDGER. "Deferred Compensation Ledger"
means the ledger maintained by the Committee for each Employee which reflects
the amount of Compensation deferred by the Employee under this Agreement, and
the Company Match provided under this Agreement stated in the amount of
non-monetary units of Common Stock.
1.14 DISABILITY. "Disability" means a physical or mental condition
that prevents the Employee from earning a reasonable livelihood with any Company
and which was not the result of having engaged in a felonious criminal
enterprise, alcoholism,
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addiction to narcotics or service in the U.S. Armed Forces. The Committee's
determination of the Employee's Disability shall be in its sole discretion and
shall be final.
1.15 EMPLOYEE. "Employee" means an employee of a Company who is
designated by the Committee as eligible for, and is participating in, the Plan.
1.16 PLAN. "Plan" means the Company's 1995 Long-Term Incentive
Plan, as amended from time to time.
1.17 RETIREMENT. "Retirement" means the retirement of the Employee
from any Company and employing Subsidiary of the Company on or after attaining
age 60 under the Company's retirement policy.
1.18 SECURITIES ACT. "Securities Act" means the Securities Exchange
Act of 1934, as amended from time to time.
1.19 SUBSIDIARY. "Subsidiary" means any majority owned subsidiary
of TMRC.
ARTICLE II
GRANTS AND PARTICIPATION
2.01 RESTRICTED STOCK GRANTS. Subject to the terms and conditions
of this Agreement and the Plan, the Employee is hereby granted an award of
125,000 shares of Restricted Stock, which shall be issued and vest and be
distributed to the Employee in accordance with this Article II and Articles V
and VI hereof. Such shares shall be used in connection with Deferrals and
Company Matches for Deferrals in 1996 and thereafter. Additional awards of
Restricted Stock may be made by the Company from time to time to the Employee
upon notice to the Employee to satisfy future Deferrals and Company Matches. Any
such future grants shall be subject to approval of the Committee and the
Employee acknowledges that the Company shall have no obligation to provide any
future grants of Restricted Stock to him.
2.02 PARTICIPATION. The Employee shall be entitled to make
Deferrals of Compensation under this Agreement in accordance with the terms of
this Agreement until such time as the Company shall have advised the Employee
that he may no longer make such Deferrals or until such time as the total number
of shares of Restricted Stock granted to the Employee pursuant to this Agreement
shall have been fully allocated for distribution pursuant to this Agreement,
whichever occurs first; provided, however, that if the termination of such
participation is the result of the total number of shares of Restricted Stock
granted to the Employee pursuant to this Agreement having been fully
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allocated, the Employee's Deferral shall only be considered to be suspended
until such time as the Employee shall have received an additional grant of
Restricted Stock pursuant to this Agreement. If the Employee is notified that he
will no longer be entitled to make Deferrals under this Agreement but he
otherwise remains in the employ of the Company or one or more of its
Subsidiaries, the Employee will continue to retain the balance in his Accounts
under the terms of this Agreement, but will not be entitled to make any
additional Deferrals under Section 3.1 of this Agreement or receive any
additional allocations to his Account under Section 4.3.
2.03 PLAN VESTING.
(a) For purposes of Section 3.1(b) of the Plan, the shares of
Restricted Stock subject to grant hereunder shall not be considered vested until
the date of distribution under Article VI hereof in accordance with this
Agreement. Notwithstanding the absence of such vesting, the provisions of
Section 3.1(b) of the Plan providing for the forfeiture of shares of Restricted
Stock that have not vested as of the date of termination of employment of the
Employee or the satisfaction of other conditions to vesting of Restricted Stock
prior to such termination of employment shall not apply. Rather, the provisions
with respect to forfeiture and distribution of the Restricted Stock provided for
in this Agreement shall apply in lieu of such provisions as permitted by Section
3.1(b) of the Plan.
(b) The shares of Restricted Stock subject to grant hereunder
shall vest only at such time as such shares of Restricted Stock are required to
be distributed in accordance with the provisions of Article VI of this
Agreement. Upon issuance of the shares of Restricted Stock to be issued pursuant
to Article VI hereof, such shares shall be restricted for a period of five days
after issuance and thereafter be deemed fully vested without restriction. Prior
to the removal of such restrictions, the Employee shall be entitled to vote and
receive dividends and other distributions with respect to the Restricted Stock
issued to him, with the only restriction applicable to such shares being a
restriction on transfer. Once the shares of Restricted Stock have been issued
pursuant to Article VI of this Agreement, such shares of Restricted Stock shall
not be subject to forfeiture.
2.04 ACCELERATION OF VESTING. The provisions of Section 3.1(c) of
the Plan providing for the acceleration of vesting of Restricted Stock upon the
Change of Control of the Company shall not apply and the provisions contained in
Article V hereof with respect to the vesting of the Company Match following a
Change of Control shall apply in lieu thereof. As a result, no vesting of the
shares of Restricted Stock issuable upon a Distribution hereunder shall occur
upon a Change of Control. Accordingly, in the event of a Change of Control, (i)
the only acceleration of vesting that will occur will relate to the Company
Match and (ii) the shares of Restricted Stock issuable upon distribution will
continue to remain unvested until such time as such shares of Restricted Stock
are required to be issued pursuant to the distribution provisions hereunder.
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2.05 LIMITATION ON SHARES. No shares of Restricted Stock subject to
grant under this Agreement shall be issued to the Employee until such shares are
required to be distributed pursuant to Article VI of this Agreement. Prior to
the actual issuance of the shares of Restricted Stock subject to grant under
this Agreement, the Employee shall not be entitled to vote or exercise any
rights of ownership with respect to such shares of Restricted Stock.
2.06 LIMITATION ON DEFERRALS. No deferrals of Compensation shall be
made from and after the date on which there shall have been credited to the
Account of the Employee a number of non-monetary units equal to the number of
shares of Restricted Stock granted to the Employee hereunder.
ARTICLE III
DEFERRALS AND BENEFIT ACCRUALS
3.1 DEFERRAL ELECTION. (a) Within 30 days after the date hereof,
the Employee may elect for the Deferral Years ending December 31, 1996, and
December 31, 1997, the amount, if any, of his Compensation to be earned during
the remainder of 1996 and in 1997 that is to be deferred under this Agreement.
The election may state a percentage of Compensation to be deferred or, in the
alternative, may designate a specific amount of Compensation to be deferred. For
Deferral Years subsequent to 1997, the Employee shall be required to make his
election as to the Compensation to be deferred under this Agreement for such
years not later than June 30 of the immediately preceding Deferral Year. The
Employee may defer a minimum of 1% but not more than 100% of his Compensation
for the Deferral Year. Once an election has been made as to the amount to be
deferred for any Deferral Year, it shall be irrevocable for such Deferral Year.
The election to defer Compensation shall be effective only upon the timely
receipt by the Company of the Employee's deferral election on such form as
provided by the Committee from time to time.
(b) If the Company does not receive a properly completed election
form on or prior to the date required for such election in this Section 3.1 with
respect to the Deferral Year to which the election applies which either revokes
or modifies the Employee's prior election, the Employee's prior election shall
remain in effect for the ensuing Deferral Year.
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3.2 COMPANY MATCH ACCRUAL. If the Employee elects to defer a
portion of his Compensation under this Agreement, the Company shall make an
additional deferral in the form of a Company Match. The Committee may upon
notice to the Employee reduce the percentage of the Company Match provided
herein; provided, however, that such reduction shall not affect any Deferrals
prior to notice of such modification. In the event the Company reduces the
percentage of the Company Match, the Employee shall be entitled to revoke his
election for future Deferrals within 30 days after such notice. Failure to
revoke such election shall result in the prior election of the Employee for
Deferrals remaining in effect notwithstanding the modification to the percentage
used for the Company Match the Deferral for the Deferral Year for which the
Employee made such an election. Until changed by the Committee the Company Match
shallbe 100% of the amount of the Deferral.
ARTICLE IV
ACCOUNT
4.1 ESTABLISHING THE EMPLOYEE'S ACCOUNT. The Company shall
establish an Account for each Employee in a special Deferred Compensation Ledger
which shall be maintained by the Company. The Account shall reflect the amount
of the Company's obligation to the Employee at any given time.
4.2 DEFERRAL ACCOUNT. The amount deferred by the Employee, if any,
shall be allocated to the Employee's Deferral Account as of the last day of each
month in which the Employee would have received the amount deferred but for his
election to defer.
4.3 COMPANY MATCH ACCOUNT. The Company Match shall be allocated
to the Employee's Company Match Account coincident with the allocation of the
Employee's Deferral to the Employee's Deferral Account.
4.4 GAUGE FOR DETERMINING BENEFITS. The Deferral and Company Match
described in Sections 4.2, and 4.3, when allocated to the respective Accounts of
the Employee in the Deferred Compensation Ledger, shall be in non-monetary units
equal to the number of whole shares of Common Stock which could have been
purchased at a price equal to the closing sale price of a share of Common Stock
at June 28, 1996, for the Deferral Year ending December 31, 1996, and at the
last trading day of the immediately preceding year for each subsequent Deferral
Year as reported by the principal national securities exchange on which the
Common Stock is then listed, if the Common Stock is listed on a national
securities exchange, or the average of the bid and asked price of a share of
Common Stock on such dates as reported in the NASDAQ listing if the Common Stock
is not then listed on a national securities exchange, provided that if no such
closing price or quotes are so reported on such dates or if, in the discretion
of the Committee, another means of determining the fair market value of the
Common Stock on such dates
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shall be necessary and advisable, the Committee may provide for another means of
determining such value. The value of each unit allocated to an Account and
therefore the ultimate value of the deferred compensation payable to the
Employee will increase or decrease in proportion to the change in the value of a
share of Common Stock between the date of the initial allocation of a unit and
the date that the unit is valued for distribution under Article VI of this
Agreement.
ARTICLE V
VESTING OF DEFERRALS AND COMPANY MATCH ACCOUNT
5.1 DEFERRALS. All Deferrals by the Employee shall be 100% vested
at all times. Any increase in the Deferral as a result of the rise in the value
of the non-monetary units after the Deferral has been initially allocated will
likewise be 100% vested.
5.2 COMPANY MATCH. The Company Match credited to the Employee's
Account, together with any increase in the accruals as a result of the rise in
the value of the non-monetary units after they have been initially allocated,
shall be 100% vested on the Employee's Retirement, death or Disability while
employed with the Company, except for the events of forfeiture described in
Section 6.5. In addition, the Company Match credited to the Employee's Account,
together with any increase in the accruals as a result of the rise in the value
of the non-monetary units after they have been initially allocated, shall,
subject to provisions set forth below, vest at the rate set out in the vesting
schedule below, except for events of forfeiture described in Section 6.5 and
upon termination of this Agreement as provided in Section 9.3.
Percentage of
Completed Years of Company Match
SERVICE WITH THE COMPANY AND INCREASE VESTED
Less than one year....................................0%
One but less than two................................20%
Two but less than three..............................40%
Three but less than four.............................60%
Four but less than five..............................80%
Five or more........................................100%
; provided, however, the Company Match provided in respect of any Deferral shall
not be vested until such time as the Employee shall have completed at least one
year of service with the Company or one or more of its Subsidiaries from the
date on which such Deferral is made. In the event there shall occur a Change of
Control, or a termination of the Employee's employment by the Company without
cause, the Employee shall be
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considered 100% vested in the Company Match credited to his Account
notwithstanding the foregoing restrictions on vesting.
ARTICLE VI
DISTRIBUTIONS
6.1 DEATH.
(a) Upon the death of the Employee, the Employee's Beneficiary or
Beneficiaries shall receive the value of the amounts credited to the Employee's
Accounts in the Deferred Compensation Ledger determined under Section 6.7 in
Common Stock. Distribution shall be made within 60 days after the Employee's
death.
(b) Contemporaneous with the execution of this Agreement, the
Employee has provided to the Company a designation of one or more Beneficiaries
to whom distributions otherwise due the Employee shall be made in the event of
his death prior to the distribution of the amount credited to his Accounts in
the Deferred Compensation Ledger. The Employee may from time to time revoke or
change any designation of Beneficiary by filing another approved Beneficiary
designation form with the Committee.
(c) If there is no valid designation of Beneficiary on file with
the Committee at the time of the Employee's death, or if all of the
Beneficiaries designated in the last Beneficiary designation have predeceased
the Employee or otherwise ceased to exist, the Beneficiary will be the
Employee's spouse, if the spouse survives the Employee, or otherwise the
Employee's estate.
(d) Any Beneficiary designation which designates any person or
entity other than the Employee's spouse must be consented to in writing by the
spouse in a form acceptable to the Committee in order to be effective.
6.2 DISABILITY. Upon the disability of the Employee, the Employee
shall receive the value of the amounts credited to the Employee's Accounts in
the Deferred Compensation Ledger determined under Section 6.7 in Common Stock.
Distribution shall be made within 60 days after the Employee becomes disabled.
6.3 RETIREMENT. Upon the Retirement of the Employee on or after
attaining age 60, the Employee shall receive the value of the amounts credited
to his Accounts in the Deferred Compensation Ledger determined under Section 6.7
in Common Stock. Distribution shall be made within 60 days after the Employee's
Retirement.
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6.4 TERMINATION PRIOR TO DEATH, DISABILITY OR RETIREMENT. Upon the
Employee's termination, including voluntary resignation, from the employ of all
Companies prior to death, Disability or Retirement, the Employee shall receive
the portion of the amount credited to his Accounts in the Deferred Compensation
Ledger, determined under Section 6.7, which is vested under Sections 5.1 and 5.2
in Common Stock. Distribution shall be made within 60 days after the Employee's
termination. Any amounts not then vested shall be forfeited.
6.5 FORFEITURE FOR CAUSE. If the Employee is discharged from the
Company or any employing Subsidiary and the Committee determines that the
Employee was discharged for reasons involving fraud, embezzlement, theft,
commission of a felony, proven dishonesty in the course of his employment by the
Company or any employing Subsidiary which damaged the Company or any employing
Subsidiary, or for disclosing trade secrets of the Company or any employing
Subsidiary, the entire amount credited to his Company Match Account in the
Deferred Compensation Ledger shall be forfeited even though it may have been
previously vested under Section 5.2. The decision of the Committee as to the
cause of a former Employee's discharge and the damage done to the Company or any
employing Subsidiary shall be final absent fraud or manifest error.
6.6 RESPONSIBILITY FOR DISTRIBUTIONS AND WITHHOLDING OF TAXES. The
Company or employing Subsidiary will calculate the deductions from the amount of
the benefit paid under this Agreement for any taxes required to be withheld by
federal, state or local government and will cause them to be withheld and paid
to the appropriate authority.
6.7 DISTRIBUTION DETERMINATION DATE. For purposes of all
distributions of Common Stock described in this Article VI, the determination
date shall be the date of the actual distribution of the Common Stock to the
Employee or his beneficiary, and the number of shares issued shall be equal to
the vested non-monetary units allocated to the Employee's Accounts. The actual
distribution shall be deemed to occur when the Company instructs the transfer
agent to transfer a specified number of shares to the participant or his
Beneficiary.
ARTICLE VII
ADMINISTRATION
7.1 COMMITTEE. The Committee shall administer the provisions of
this Agreement in accordance with the terms of the Plan.
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7.2 ANNUAL STATEMENTS. The Company shall deliver to the Employee an
annual statement as soon as administratively feasible after the conclusion of
each Deferral Year containing a statement of the Employee's Accounts in the
Deferred Compensation Ledger through the end of that Deferral Year. The
statement shall include a report of the Employee Deferral Account and Company
Match Account and the number of units allocated to the Accounts for that
Deferral Year.
ARTICLE VIII
SUBSIDIARIES
To the extent any Compensation that is to be Deferred under this
Agreement is payable by a Subsidiary of the Company, the Company and the
Subsidiary shall take appropriate action to provide for an allocation of the
Deferral between the Company and the Subsidiary. In such event, the obligation
to make distributions in respect of Compensation that is Deferred shall be
primarily that of the employing entity; provided, however, that the Company
shall be responsible for issuing the shares of Restricted Stock to the Employee
in satisfaction of any obligation of its subsidiaries. Any participating
Subsidiary shall be deemed a party to this Agreement.
ARTICLE IX
AMENDMENT AND/OR TERMINATION
9.1 TERMINATION OF PARTICIPATION. The right of the Employee to make
Deferrals pursuant to this Agreement may be terminated at any time upon notice
by the Company to the Employee.
9.2 NO RETROACTIVE EFFECT ON AWARDED BENEFITS. No termination of
the Employee's right to defer Compensation hereunder shall affect the rights of
the Employee to the amounts and/or units then standing to his credit in his
Accounts in the Deferred Compensation Ledger. However, the Board of Directors
shall retain the right at any time to change in any manner the method of
calculating all amounts deferred by the Employee and all amounts matched by the
Company and the gauge to be used to determine future increases or decreases in
amounts accrued or deferred upon notice to the Employee of such change.
9.3 EFFECT OF TERMINATION. The Board of Directors of the Company
may terminate this Agreement at any time by written notice to the Employee. If
this Agreement is terminated, all amounts deferred by Employees and matched by
the Company and credited to the Employee's Accounts shall immediately vest as if
the Employee were entitled to and did retire on the date this Agreement is
terminated.
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Distribution would then commence in accordance with Section 6.3. However, the
forfeiture provisions of Section 6.5 would continue to apply until the actual
date of distribution.
ARTICLE X
PAYMENT
10.1 PAYMENTS UNDER THIS AGREEMENT ARE THE OBLIGATION OF THE
COMPANY. The Company shall be primarily liable for all benefits due the
Employees under this Agreement.
10.2 EMPLOYEES MUST RELY ONLY ON GENERAL CREDIT OF THE COMPANY. It
is also specifically recognized by both the Company and the Employees that this
Agreement is only a general corporate commitment and that the Employee must rely
upon the general credit of the Company for the fulfillment of its obligations
under this Agreement. Under all circumstances the rights of Employees to any
asset held by the Company shall be no greater than the rights expressed in this
agreement. Nothing contained in this Agreement shall constitute a guarantee by
the Company that the assets of the Company will be sufficient to pay any
benefits under this Agreement or would place the Employee in a secured position
ahead of general creditors and judgment creditors of the Company. This Agreement
shall not create any lien, claim, encumbrance, right, title or other interest of
any kind in the Employee in any asset held by the Company, contributed to any
trust created, or otherwise be designated to be used for payment of any of its
obligations created in this agreement. No specific assets of the Company have
been or will be set aside, or will be transferred to a trust or will be pledged
for the performance of the Company's obligations under this Agreement which
would remove those assets from being subject to the general creditors and
judgment creditors of the Company.
ARTICLE XI
MISCELLANEOUS
11.1 LIMITATION OF RIGHTS. Nothing in this Agreement will be
construed:
(a) to give the Employee any right with respect to the Deferral or
the Company Match accrued except in accordance with the terms of this
Agreement;
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(b) to limit in any way the right of the Company to
terminate the Employee's employment with the Company at
any time;
(c) to evidence any agreement or understanding, expressed or
implied, that the Company will employ the Employee in any particular
position or for any particular remuneration; or
(d) to give the Employee or any other person claiming through him
any interest or right under this Agreement other than that of any
unsecured general creditor of the Company.
11.2 DISTRIBUTIONS TO INCOMPETENTS OR MINORS. Should the Employee
become incompetent or should the Employee designate a Beneficiary entitled to a
distribution who is a minor or incompetent, the Committee is authorized to pay
the amounts due to the parent of the minor or to the guardian of the minor or
incompetent or directly to the minor or to apply those amounts for the benefit
of the minor or incompetent in any manner the Committee determines in its sole
discretion.
11.3 NONALIENATION OF BENEFITS. No right or benefit provided in this
Agreement may be transferable by the Employee except, upon his death, to a named
Beneficiary as provided in this Agreement. No right or benefit under this
Agreement shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge the same shall be void. No right or benefit
under this Agreement shall in any manner be liable for or subject to any debts,
contracts, liabilities or torts of the person entitled to such benefits. If the
Employee or any Beneficiary becomes bankrupt or attempts to anticipate,
alienate, sell, assign, pledge, encumber or charge any right or benefit under
this Agreement, that right or benefit shall, in the discretion of the Committee,
cease. In that event, the Committee may have the Company hold or apply the right
or benefit or any part of it to the benefit of the Employee or Beneficiary, his
or her spouse, children or other dependents or any of them in any manner and in
any proportion the Committee believes to be proper in its sole and absolute
discretion, but is not required to do so.
11.4 RELIANCE UPON INFORMATION. The Committee shall not be liable
for any decision or action taken in good faith in connection with the
administration of this Agreement. Without limiting the generality of the
foregoing, any decision or action taken by the Committee when it relies upon
information supplied it by any officer of the Company, the Company's legal
counsel, the Company's independent accountants or other advisors in connection
with the administration of this Agreement shall be deemed to have been taken in
good faith.
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11.5 SEVERABILITY. If any term, provision, covenant or condition of
this Agreement is held to be invalid, void or otherwise unenforceable, the rest
of this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
11.6 NOTICE. Any notice or filing required or permitted to be given
to the Committee or the Employee shall be sufficient if in writing and hand
delivered or sent by U.S. mail to the principal office of the Company or to the
residential mailing address of the Employee. Notice shall be deemed to be given
as of the date of hand delivery or if delivery is by mail, as of the date shown
on the postmark.
11.7 GENDER AND NUMBER. If the context requires it, words of one
gender when used in this Agreement will include the other genders, and words
used in the singular or plural will include the other.
11.8 GOVERNING LAW; PLAN APPLICATION. This Agreement will be
construed, administered and governed in all respects by the laws of the State of
Texas. This Agreement is subject to the terms and provisions of the Plan. Except
to the extent inconsistent with the terms hereof, the general terms of the Plan
shall apply to the Restructured Stock grants provided herein.
11.9 EFFECTIVE DATE. This Agreement will be operative and effective
on July 31, 1996.
IN WITNESS WHEREOF, the Company has executed this document on this
31 st day of July 1996.
TEXAS MERIDIAN RESOURCES CORPORATION
By: MICHAEL J. MAYELL
Its: PRESIDENT
JOSEPH A. REEVES, JR.
(Employee)
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EXHIBIT 10.2
RESTRICTED STOCK GRANT AND
EXECUTIVE DEFERRED COMPENSATION
AGREEMENT
This Agreement is between Texas Meridian Resources Corporation, a
Texas corporation (the "Company"), and Michael J. Mayell (the "Employee");
WHEREAS, the Company has heretofore adopted the Texas Meridian
Resources Corporation Long-Term Incentive Plan (the "Plan"), which provides for,
among other things, the granting of Restricted Stock (as defined in the Plan) to
eligible employees of the Company and its subsidiaries; and
WHEREAS, pursuant to the terms of the Plan, the Compensation
Committee of the Company, as administrative committee of the Plan (the
"Committee"), has determined to make various grants of Restricted Stock to the
Employee under the Plan subject to the terms and conditions set forth in this
Agreement, including the election by the Employee to make certain deferrals of
Compensation (as defined herein) in accordance with the terms of this Agreement;
NOW, THEREFORE, the Employee and the Company hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.1 "ACCOUNT" means a ledger account pertaining to the Employee which
reflects the amount of deferred compensation due the Employee. The Company may
establish the following Accounts and any additional Accounts that the Committee
considers necessary.
(a) Deferral Account - The Employee's deferral, if any, between 1%
and 100% of his Compensation.
(b) Company Match Account - The Company Match of
the Employee's Deferral, if any.
1.2 BENEFICIARY. "Beneficiary" means a person or entity designated
by the Employee under the terms of Section 6.1 of this Agreement to receive any
amounts distributed under the Plan upon the death of the Employee.
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1.3 BOARD OF DIRECTORS. "Board of Directors" means the Board of
Directors of Texas Meridian Resources Corporation.
1.4 CHANGE OF CONTROL. "Change of Control" shall have the meaning
assigned to it in the Plan.
1.5 CODE. "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
1.6 COMMON STOCK. "Common Stock" shall have the meaning assigned to
it in the Plan.
1.7 COMPANY. "Company" means Texas Meridian Resources Corporation,
and, in the context of Deferrals of Compensation, Company Matches, establishment
and maintenance of accounts, obligations under Article X and employment matters,
any Subsidiary employing the Employee.
1.8 COMPANY MATCH. "Company Match" means the match which the
Company accrues with respect to the amount deferred during a Deferral Year by an
Employee under this Agreement.
1.9 COMPENSATION. "Compensation" means the Employee's (a) cash
compensation reported on Form W-2 by the Company during the Deferral Year plus
(b) amounts deferred under this Agreement, and any eligible cash or deferred
arrangement under Sections 401(k) and Section 125 of the Code.
1.10 COMMITTEE. "Committee" shall have the meaning assigned to it in
the Plan.
1.11 DEFERRAL. "Deferral" means the amount of Compensation deferred
under a deferral election made by the Employee under Section 3.1.
1.12 DEFERRAL YEAR. "Deferral Year" means a one year period which
coincides with the calendar year.
1.13 DEFERRED COMPENSATION LEDGER. "Deferred Compensation Ledger"
means the ledger maintained by the Committee for each Employee which reflects
the amount of Compensation deferred by the Employee under this Agreement, and
the Company Match provided under this Agreement stated in the amount of
non-monetary units of Common Stock.
1.14 DISABILITY. "Disability" means a physical or mental condition
that prevents the Employee from earning a reasonable livelihood with any Company
and which was not the result of having engaged in a felonious criminal
enterprise, alcoholism,
-2-
<PAGE>
addiction to narcotics or service in the U.S. Armed Forces. The Committee's
determination of the Employee's Disability shall be in its sole discretion and
shall be final.
1.15 EMPLOYEE. "Employee" means an employee of a Company who is
designated by the Committee as eligible for, and is participating in, the Plan.
1.16 PLAN. "Plan" means the Company's 1995 Long-Term Incentive Plan,
as amended from time to time.
1.17 RETIREMENT. "Retirement" means the retirement of the Employee
from any Company and employing Subsidiary of the Company on or after attaining
age 60 under the Company's retirement policy.
1.18 SECURITIES ACT. "Securities Act" means the Securities Exchange
Act of 1934, as amended from time to time.
1.19 SUBSIDIARY. "Subsidiary" means any majority owned subsidiary of
TMRC.
ARTICLE II
GRANTS AND PARTICIPATION
2.01 RESTRICTED STOCK GRANTS. Subject to the terms and conditions
of this Agreement and the Plan, the Employee is hereby granted an award of
125,000 shares of Restricted Stock, which shall be issued and vest and be
distributed to the Employee in accordance with this Article II and Articles V
and VI hereof. Such shares shall be used in connection with Deferrals and
Company Matches for Deferrals in 1996 and thereafter. Additional awards of
Restricted Stock may be made by the Company from time to time to the Employee
upon notice to the Employee to satisfy future Deferrals and Company Matches. Any
such future grants shall be subject to approval of the Committee and the
Employee acknowledges that the Company shall have no obligation to provide any
future grants of Restricted Stock to him.
2.02 PARTICIPATION. The Employee shall be entitled to make
Deferrals of Compensation under this Agreement in accordance with the terms of
this Agreement until such time as the Company shall have advised the Employee
that he may no longer make such Deferrals or until such time as the total number
of shares of Restricted Stock granted to the Employee pursuant to this Agreement
shall have been fully allocated for distribution pursuant to this Agreement,
whichever occurs first; provided, however, that if the termination of such
participation is the result of the total number of shares of Restricted Stock
granted to the Employee pursuant to this Agreement having been fully
-3-
<PAGE>
allocated, the Employee's Deferral shall only be considered to be suspended
until such time as the Employee shall have received an additional grant of
Restricted Stock pursuant to this Agreement. If the Employee is notified that he
will no longer be entitled to make Deferrals under this Agreement but he
otherwise remains in the employ of the Company or one or more of its
Subsidiaries, the Employee will continue to retain the balance in his Accounts
under the terms of this Agreement, but will not be entitled to make any
additional Deferrals under Section 3.1 of this Agreement or receive any
additional allocations to his Account under Section 4.3.
2.03 PLAN VESTING.
(a) For purposes of Section 3.1(b) of the Plan, the shares of
Restricted Stock subject to grant hereunder shall not be considered vested until
the date of distribution under Article VI hereof in accordance with this
Agreement. Notwithstanding the absence of such vesting, the provisions of
Section 3.1(b) of the Plan providing for the forfeiture of shares of Restricted
Stock that have not vested as of the date of termination of employment of the
Employee or the satisfaction of other conditions to vesting of Restricted Stock
prior to such termination of employment shall not apply. Rather, the provisions
with respect to forfeiture and distribution of the Restricted Stock provided for
in this Agreement shall apply in lieu of such provisions as permitted by Section
3.1(b) of the Plan.
(b) The shares of Restricted Stock subject to grant hereunder
shall vest only at such time as such shares of Restricted Stock are required to
be distributed in accordance with the provisions of Article VI of this
Agreement. Upon issuance of the shares of Restricted Stock to be issued pursuant
to Article VI hereof, such shares shall be restricted for a period of five days
after issuance and thereafter be deemed fully vested without restriction. Prior
to the removal of such restrictions, the Employee shall be entitled to vote and
receive dividends and other distributions with respect to the Restricted Stock
issued to him, with the only restriction applicable to such shares being a
restriction on transfer. Once the shares of Restricted Stock have been issued
pursuant to Article VI of this Agreement, such shares of Restricted Stock shall
not be subject to forfeiture.
2.04 ACCELERATION OF VESTING. The provisions of Section 3.1(c) of
the Plan providing for the acceleration of vesting of Restricted Stock upon the
Change of Control of the Company shall not apply and the provisions contained in
Article V hereof with respect to the vesting of the Company Match following a
Change of Control shall apply in lieu thereof. As a result, no vesting of the
shares of Restricted Stock issuable upon a Distribution hereunder shall occur
upon a Change of Control. Accordingly, in the event of a Change of Control, (i)
the only acceleration of vesting that will occur will relate to the Company
Match and (ii) the shares of Restricted Stock issuable upon distribution will
continue to remain unvested until such time as such shares of Restricted Stock
are required to be issued pursuant to the distribution provisions hereunder.
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<PAGE>
2.05 LIMITATION ON SHARES. No shares of Restricted Stock subject to
grant under this Agreement shall be issued to the Employee until such shares are
required to be distributed pursuant to Article VI of this Agreement. Prior to
the actual issuance of the shares of Restricted Stock subject to grant under
this Agreement, the Employee shall not be entitled to vote or exercise any
rights of ownership with respect to such shares of Restricted Stock.
2.06 LIMITATION ON DEFERRALS. No deferrals of Compensation shall be
made from and after the date on which there shall have been credited to the
Account of the Employee a number of non-monetary units equal to the number of
shares of Restricted Stock granted to the Employee hereunder.
ARTICLE III
DEFERRALS AND BENEFIT ACCRUALS
3.1 DEFERRAL ELECTION. (a) Within 30 days after the date hereof,
the Employee may elect for the Deferral Years ending December 31, 1996, and
December 31, 1997, the amount, if any, of his Compensation to be earned during
the remainder of 1996 and in 1997 that is to be deferred under this Agreement.
The election may state a percentage of Compensation to be deferred or, in the
alternative, may designate a specific amount of Compensation to be deferred. For
Deferral Years subsequent to 1997, the Employee shall be required to make his
election as to the Compensation to be deferred under this Agreement for such
years not later than June 30 of the immediately preceding Deferral Year. The
Employee may defer a minimum of 1% but not more than 100% of his Compensation
for the Deferral Year. Once an election has been made as to the amount to be
deferred for any Deferral Year, it shall be irrevocable for such Deferral Year.
The election to defer Compensation shall be effective only upon the timely
receipt by the Company of the Employee's deferral election on such form as
provided by the Committee from time to time.
(b) If the Company does not receive a properly completed election
form on or prior to the date required for such election in this Section 3.1 with
respect to the Deferral Year to which the election applies which either revokes
or modifies the Employee's prior election, the Employee's prior election shall
remain in effect for the ensuing Deferral Year.
-5-
<PAGE>
3.2 COMPANY MATCH ACCRUAL. If the Employee elects to defer a
portion of his Compensation under this Agreement, the Company shall make an
additional deferral in the form of a Company Match. The Committee may upon
notice to the Employee reduce the percentage of the Company Match provided
herein; provided, however, that such reduction shall not affect any Deferrals
prior to notice of such modification. In the event the Company reduces the
percentage of the Company Match, the Employee shall be entitled to revoke his
election for future Deferrals within 30 days after such notice. Failure to
revoke such election shall result in the prior election of the Employee for
Deferrals remaining in effect notwithstanding the modification to the percentage
used for the Company Match the Deferral for the Deferral Year for which the
Employee made such an election. Until changed by the Committee the Company Match
shallbe 100% of the amount of the Deferral.
ARTICLE IV
ACCOUNT
4.1 ESTABLISHING THE EMPLOYEE'S ACCOUNT. The Company shall
establish an Account for each Employee in a special Deferred Compensation Ledger
which shall be maintained by the Company. The Account shall reflect the amount
of the Company's obligation to the Employee at any given time.
4.2 DEFERRAL ACCOUNT. The amount deferred by the Employee, if any,
shall be allocated to the Employee's Deferral Account as of the last day of each
month in which the Employee would have received the amount deferred but for his
election to defer.
4.3 COMPANY MATCH ACCOUNT. The Company Match shall be allocated
to the Employee's Company Match Account coincident with the allocation of the
Employee's Deferral to the Employee's Deferral Account.
4.4 GAUGE FOR DETERMINING BENEFITS. The Deferral and Company Match
described in Sections 4.2, and 4.3, when allocated to the respective Accounts of
the Employee in the Deferred Compensation Ledger, shall be in non-monetary units
equal to the number of whole shares of Common Stock which could have been
purchased at a price equal to the closing sale price of a share of Common Stock
at June 28, 1996, for the Deferral Year ending December 31, 1996, and at the
last trading day of the immediately preceding year for each subsequent Deferral
Year as reported by the principal national securities exchange on which the
Common Stock is then listed, if the Common Stock is listed on a national
securities exchange, or the average of the bid and asked price of a share of
Common Stock on such dates as reported in the NASDAQ listing if the Common Stock
is not then listed on a national securities exchange, provided that if no such
closing price or quotes are so reported on such dates or if, in the discretion
of the Committee, another means of determining the fair market value of the
Common Stock on such dates
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<PAGE>
shall be necessary and advisable, the Committee may provide for another means of
determining such value. The value of each unit allocated to an Account and
therefore the ultimate value of the deferred compensation payable to the
Employee will increase or decrease in proportion to the change in the value of a
share of Common Stock between the date of the initial allocation of a unit and
the date that the unit is valued for distribution under Article VI of this
Agreement.
ARTICLE V
VESTING OF DEFERRALS AND COMPANY MATCH ACCOUNT
5.1 DEFERRALS. All Deferrals by the Employee shall be 100% vested
at all times. Any increase in the Deferral as a result of the rise in the value
of the non-monetary units after the Deferral has been initially allocated will
likewise be 100% vested.
5.2 COMPANY MATCH. The Company Match credited to the Employee's
Account, together with any increase in the accruals as a result of the rise in
the value of the non-monetary units after they have been initially allocated,
shall be 100% vested on the Employee's Retirement, death or Disability while
employed with the Company, except for the events of forfeiture described in
Section 6.5. In addition, the Company Match credited to the Employee's Account,
together with any increase in the accruals as a result of the rise in the value
of the non-monetary units after they have been initially allocated, shall,
subject to provisions set forth below, vest at the rate set out in the vesting
schedule below, except for events of forfeiture described in Section 6.5 and
upon termination of this Agreement as provided in Section 9.3.
PERCENTAGE OF
COMPLETED YEARS OF COMPANY MATCH
SERVICE WITH THE COMPANY AND INCREASE VESTED
Less than one year....................................0%
One but less than two................................20%
Two but less than three..............................40%
Three but less than four.............................60%
Four but less than five..............................80%
Five or more........................................100%
; provided, however, the Company Match provided in respect of any Deferral shall
not be vested until such time as the Employee shall have completed at least one
year of service with the Company or one or more of its Subsidiaries from the
date on which such Deferral is made. In the event there shall occur a Change of
Control, or a termination of the Employee's employment by the Company without
cause, the Employee shall be
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<PAGE>
considered 100% vested in the Company Match credited to his Account
notwithstanding the foregoing restrictions on vesting.
ARTICLE VI
DISTRIBUTIONS
6.1 DEATH.
(a) Upon the death of the Employee, the Employee's Beneficiary or
Beneficiaries shall receive the value of the amounts credited to the Employee's
Accounts in the Deferred Compensation Ledger determined under Section 6.7 in
Common Stock. Distribution shall be made within 60 days after the Employee's
death.
(b) Contemporaneous with the execution of this Agreement, the
Employee has provided to the Company a designation of one or more Beneficiaries
to whom distributions otherwise due the Employee shall be made in the event of
his death prior to the distribution of the amount credited to his Accounts in
the Deferred Compensation Ledger. The Employee may from time to time revoke or
change any designation of Beneficiary by filing another approved Beneficiary
designation form with the Committee.
(c) If there is no valid designation of Beneficiary on file with
the Committee at the time of the Employee's death, or if all of the
Beneficiaries designated in the last Beneficiary designation have predeceased
the Employee or otherwise ceased to exist, the Beneficiary will be the
Employee's spouse, if the spouse survives the Employee, or otherwise the
Employee's estate.
(d) Any Beneficiary designation which designates any person or
entity other than the Employee's spouse must be consented to in writing by the
spouse in a form acceptable to the Committee in order to be effective.
6.2 DISABILITY. Upon the disability of the Employee, the Employee
shall receive the value of the amounts credited to the Employee's Accounts in
the Deferred Compensation Ledger determined under Section 6.7 in Common Stock.
Distribution shall be made within 60 days after the Employee becomes disabled.
6.3 RETIREMENT. Upon the Retirement of the Employee on or after
attaining age 60, the Employee shall receive the value of the amounts credited
to his Accounts in the Deferred Compensation Ledger determined under Section 6.7
in Common Stock. Distribution shall be made within 60 days after the Employee's
Retirement.
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<PAGE>
6.4 TERMINATION PRIOR TO DEATH, DISABILITY OR RETIREMENT. Upon the
Employee's termination, including voluntary resignation, from the employ of all
Companies prior to death, Disability or Retirement, the Employee shall receive
the portion of the amount credited to his Accounts in the Deferred Compensation
Ledger, determined under Section 6.7, which is vested under Sections 5.1 and 5.2
in Common Stock. Distribution shall be made within 60 days after the Employee's
termination. Any amounts not then vested shall be forfeited.
6.5 FORFEITURE FOR CAUSE. If the Employee is discharged from the
Company or any employing Subsidiary and the Committee determines that the
Employee was discharged for reasons involving fraud, embezzlement, theft,
commission of a felony, proven dishonesty in the course of his employment by the
Company or any employing Subsidiary which damaged the Company or any employing
Subsidiary, or for disclosing trade secrets of the Company or any employing
Subsidiary, the entire amount credited to his Company Match Account in the
Deferred Compensation Ledger shall be forfeited even though it may have been
previously vested under Section 5.2. The decision of the Committee as to the
cause of a former Employee's discharge and the damage done to the Company or any
employing Subsidiary shall be final absent fraud or manifest error.
6.6 RESPONSIBILITY FOR DISTRIBUTIONS AND WITHHOLDING OF TAXES. The
Company or employing Subsidiary will calculate the deductions from the amount of
the benefit paid under this Agreement for any taxes required to be withheld by
federal, state or local government and will cause them to be withheld and paid
to the appropriate authority.
6.7 DISTRIBUTION DETERMINATION DATE. For purposes of all
distributions of Common Stock described in this Article VI, the determination
date shall be the date of the actual distribution of the Common Stock to the
Employee or his beneficiary, and the number of shares issued shall be equal to
the vested non-monetary units allocated to the Employee's Accounts. The actual
distribution shall be deemed to occur when the Company instructs the transfer
agent to transfer a specified number of shares to the participant or his
Beneficiary.
ARTICLE VII
ADMINISTRATION
7.1 COMMITTEE. The Committee shall administer the provisions of this
Agreement in accordance with the terms of the Plan.
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<PAGE>
7.2 ANNUAL STATEMENTS. The Company shall deliver to the Employee an
annual statement as soon as administratively feasible after the conclusion of
each Deferral Year containing a statement of the Employee's Accounts in the
Deferred Compensation Ledger through the end of that Deferral Year. The
statement shall include a report of the Employee Deferral Account and Company
Match Account and the number of units allocated to the Accounts for that
Deferral Year.
ARTICLE VIII
SUBSIDIARIES
To the extent any Compensation that is to be Deferred under this
Agreement is payable by a Subsidiary of the Company, the Company and the
Subsidiary shall take appropriate action to provide for an allocation of the
Deferral between the Company and the Subsidiary. In such event, the obligation
to make distributions in respect of Compensation that is Deferred shall be
primarily that of the employing entity; provided, however, that the Company
shall be responsible for issuing the shares of Restricted Stock to the Employee
in satisfaction of any obligation of its subsidiaries. Any participating
Subsidiary shall be deemed a party to this Agreement.
ARTICLE IX
AMENDMENT AND/OR TERMINATION
9.1 TERMINATION OF PARTICIPATION. The right of the Employee to make
Deferrals pursuant to this Agreement may be terminated at any time upon notice
by the Company to the Employee.
9.2 NO RETROACTIVE EFFECT ON AWARDED BENEFITS. No termination of
the Employee's right to defer Compensation hereunder shall affect the rights of
the Employee to the amounts and/or units then standing to his credit in his
Accounts in the Deferred Compensation Ledger. However, the Board of Directors
shall retain the right at any time to change in any manner the method of
calculating all amounts deferred by the Employee and all amounts matched by the
Company and the gauge to be used to determine future increases or decreases in
amounts accrued or deferred upon notice to the Employee of such change.
9.3 EFFECT OF TERMINATION. The Board of Directors of the Company
may terminate this Agreement at any time by written notice to the Employee. If
this Agreement is terminated, all amounts deferred by Employees and matched by
the Company and credited to the Employee's Accounts shall immediately vest as if
the Employee were entitled to and did retire on the date this Agreement is
terminated.
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<PAGE>
Distribution would then commence in accordance with Section 6.3. However, the
forfeiture provisions of Section 6.5 would continue to apply until the actual
date of distribution.
ARTICLE X
PAYMENT
10.1 PAYMENTS UNDER THIS AGREEMENT ARE THE OBLIGATION OF THE
COMPANY. The Company shall be primarily liable for all benefits due the
Employees under this Agreement.
10.2 EMPLOYEES MUST RELY ONLY ON GENERAL CREDIT OF THE COMPANY. It
is also specifically recognized by both the Company and the Employees that this
Agreement is only a general corporate commitment and that the Employee must rely
upon the general credit of the Company for the fulfillment of its obligations
under this Agreement. Under all circumstances the rights of Employees to any
asset held by the Company shall be no greater than the rights expressed in this
agreement. Nothing contained in this Agreement shall constitute a guarantee by
the Company that the assets of the Company will be sufficient to pay any
benefits under this Agreement or would place the Employee in a secured position
ahead of general creditors and judgment creditors of the Company. This Agreement
shall not create any lien, claim, encumbrance, right, title or other interest of
any kind in the Employee in any asset held by the Company, contributed to any
trust created, or otherwise be designated to be used for payment of any of its
obligations created in this agreement. No specific assets of the Company have
been or will be set aside, or will be transferred to a trust or will be pledged
for the performance of the Company's obligations under this Agreement which
would remove those assets from being subject to the general creditors and
judgment creditors of the Company.
ARTICLE XI
MISCELLANEOUS
11.1 LIMITATION OF RIGHTS. Nothing in this Agreement will be
construed:
(a) to give the Employee any right with respect to the Deferral or
the Company Match accrued except in accordance with the terms of this
Agreement;
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(b) to limit in any way the right of the Company to
terminate the Employee's employment with the Company at
any time;
(c) to evidence any agreement or understanding, expressed or
implied, that the Company will employ the Employee in any particular
position or for any particular remuneration; or
(d) to give the Employee or any other person claiming through him
any interest or right under this Agreement other than that of any
unsecured general creditor of the Company.
11.2 DISTRIBUTIONS TO INCOMPETENTS OR MINORS. Should the Employee
become incompetent or should the Employee designate a Beneficiary entitled to a
distribution who is a minor or incompetent, the Committee is authorized to pay
the amounts due to the parent of the minor or to the guardian of the minor or
incompetent or directly to the minor or to apply those amounts for the benefit
of the minor or incompetent in any manner the Committee determines in its sole
discretion.
11.3 NONALIENATION OF BENEFITS. No right or benefit provided in this
Agreement may be transferable by the Employee except, upon his death, to a named
Beneficiary as provided in this Agreement. No right or benefit under this
Agreement shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge the same shall be void. No right or benefit
under this Agreement shall in any manner be liable for or subject to any debts,
contracts, liabilities or torts of the person entitled to such benefits. If the
Employee or any Beneficiary becomes bankrupt or attempts to anticipate,
alienate, sell, assign, pledge, encumber or charge any right or benefit under
this Agreement, that right or benefit shall, in the discretion of the Committee,
cease. In that event, the Committee may have the Company hold or apply the right
or benefit or any part of it to the benefit of the Employee or Beneficiary, his
or her spouse, children or other dependents or any of them in any manner and in
any proportion the Committee believes to be proper in its sole and absolute
discretion, but is not required to do so.
11.4 RELIANCE UPON INFORMATION. The Committee shall not be liable
for any decision or action taken in good faith in connection with the
administration of this Agreement. Without limiting the generality of the
foregoing, any decision or action taken by the Committee when it relies upon
information supplied it by any officer of the Company, the Company's legal
counsel, the Company's independent accountants or other advisors in connection
with the administration of this Agreement shall be deemed to have been taken in
good faith.
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<PAGE>
11.5 SEVERABILITY. If any term, provision, covenant or condition of
this Agreement is held to be invalid, void or otherwise unenforceable, the rest
of this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
11.6 NOTICE. Any notice or filing required or permitted to be given
to the Committee or the Employee shall be sufficient if in writing and hand
delivered or sent by U.S. mail to the principal office of the Company or to the
residential mailing address of the Employee. Notice shall be deemed to be given
as of the date of hand delivery or if delivery is by mail, as of the date shown
on the postmark.
11.7 GENDER AND NUMBER. If the context requires it, words of one
gender when used in this Agreement will include the other genders, and words
used in the singular or plural will include the other.
11.8 GOVERNING LAW; PLAN APPLICATION. This Agreement will be
construed, administered and governed in all respects by the laws of the State of
Texas. This Agreement is subject to the terms and provisions of the Plan. Except
to the extent inconsistent with the terms hereof, the general terms of the Plan
shall apply to the Restructured Stock grants provided herein.
11.9 EFFECTIVE DATE. This Agreement will be operative and effective
on July 31, 1996.
IN WITNESS WHEREOF, the Company has executed this document on this
31 st day of July 1996.
TEXAS MERIDIAN RESOURCES CORPORATION
By: JOSEPH A. REEVES, JR.
Its: CHIEF EXECUTIVE OFFICER
MICHAEL J. MAYELL
(Employee)
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THIRD QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 15,871
<SECURITIES> 0
<RECEIVABLES> 7,255
<ALLOWANCES> 121
<INVENTORY> 0
<CURRENT-ASSETS> 25,436
<PP&E> 80,133
<DEPRECIATION> 16,167
<TOTAL-ASSETS> 89,849
<CURRENT-LIABILITIES> 11,151
<BONDS> 0
0
0
<COMMON> 145
<OTHER-SE> 76,495
<TOTAL-LIABILITY-AND-EQUITY> 89,849
<SALES> 16,479
<TOTAL-REVENUES> 17,563
<CGS> 7,728
<TOTAL-COSTS> 7,728
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16
<INCOME-PRETAX> 6,709
<INCOME-TAX> 2,032
<INCOME-CONTINUING> 4,677
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,677
<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0.30
</TABLE>
