Retention Agreement [Amended and Restated] (2015)Full Document 

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This Amended and Restated Retention Agreement (this "Agreement") is entered into effective as of May 14, 2015 (the "Effective Date"), by and between EXCO Resources, Inc., a Texas corporation ("EXCO"), and Richard A. Burnett ("Executive"). This Agreement amends, restates, and replaces that certain EXCO Resources, Inc. Retention Agreement by and between EXCO and Executive dated September 1, 2014 (the "Prior Agreement") in its entirety.


WHEREAS, EXCO and Executive previously entered into the Prior Agreement;

WHEREAS, Section 10(d) of the Prior Agreement provides that EXCO and Executive can amend the Prior Agreement pursuant to a written amendment; and

WHEREAS, EXCO and Executive desire to amend the Prior Agreement to, among other things, provide that the period during which certain terminations of employment will trigger certain severance obligations will end on March 31, 2017.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, EXCO and Executive agree as follows:

1. Definitions. For purposes of this Agreement, the following phrases or terms will have the indicated meanings unless another meaning is clearly apparent from the context:

(a) "Affiliate" means, with respect to any particular Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such particular Person. As used in this definition, the term "control" shall mean (i) the ownership (directly or indirectly) of more than 50% of the ownership or voting interests of any particular Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract, or otherwise.

(b) "Base Salary" means Executive’s then current annual base salary in effect as of Executive’s Separation from Service (or, if such Executive’s base salary was reduced prior to his Separation from Service without his written consent, then Executive’s annual base salary as in effect immediately prior to the date of such reduction in base salary).

(c) "Board" means the Board of Directors of EXCO.

(d) "Cause" shall mean (i) the willful breach or habitual neglect of assigned duties related to EXCO, including compliance with Company policies; (ii) conviction (including any plea of nolo contendere) of Executive of any felony or crime involving dishonesty or moral turpitude; (iii) any act of personal dishonesty knowingly taken by Executive in connection with his responsibilities as an employee or as a director of EXCO, any of its Affiliates or any of its joint venture partners and intended to result in personal enrichment of Executive or any other person; (iv) bad faith conduct that is materially detrimental to any EXCO Party; (v) inability of Executive to perform Executive’s duties due to alcohol or illegal drug use; (vi) Executive’s



failure to comply with any legal written directive of the Board; (vii) any act or omission of Executive which is of substantial detriment to an EXCO Party because of Executive’s intentional failure to comply with any statute, rule or regulation, except any act or omission believed by Executive in good faith to have been in or not opposed to the best interest of such EXCO Party (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled) and except that Cause shall not mean bad judgment or negligence other than habitual neglect of duty; or (viii) any other act or failure to act or other conduct which is

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