and $203,025 under the Supplemental Pension Plan. Mr. Migura's estimated annual
benefit is $62,412 (assuming payments commence at age 65 on a single life
EMPLOYMENT AGREEMENTS AND OTHER INCENTIVE PLANS
Effective as of March 15, 1991, Zapata entered into employment
agreements with, among others, Messrs. Lassiter and Migura. As a result of the
termination of Mr. Migura's employment in October 1994, he will receive payments
for three years equivalent to his base salary in effect at the time of
termination ($165,600 annually). The agreements also provided for continuation
of salary for a three-year period following termination of employment under
certain circumstances occurring within two years after a change of control. A
"change of control" for purposes of this provision occurred in July 1992. As a
result of the change in Mr. Lassiter's responsibilities in July 1994, Mr.
Lassiter terminated his employment under this provision of his contract.
Subsequently, Mr. Lassiter entered in a consulting agreement with the Company
under which he agreed to serve as Chairman and Chief Executive Officer of Zapata
Protein, Inc. for the same aggregate compensation he would have been entitled to
receive under the termination provisions of the employment agreement, with the
payment schedule deferred over a more extended period of time so long as Mr.
Lassiter continues to serve under the consulting agreement. The payments to Mr.
Lassiter under these provisions are included in the "Salary" column of the
Summary Compensation Table.
Effective as of August 17, 1994, Zapata entered into a consulting
agreement with Mr. Siem under which he agreed to provide certain consulting
services to the Company and serve as its Chief Operating Officer in exchange for
a quarterly fee of $75,000. Mr. Siem ceased to serve as the Company's Chief
Operating Officer on December 15, 1994.
The employment agreements of Messrs. Lassiter and Migura provide that
all payments to be made thereunder shall be reduced as necessary such that the
present value of all parachute payments, as defined under federal tax laws, will
be one dollar less than three times the executive's base amount of salary, so as
to avoid the excise taxes on the executive or the disallowance of a tax
deduction by Zapata.
Effective as of September 30, 1992, Cimarron entered into an
employment agreement with Robert W. Jackson (the "Jackson Agreement"). The
Jackson Agreement provides for Mr. Jackson's continuing employment as President,
Chief Executive Officer and Director of Cimarron for a period of five years.
However, if Mr. Jackson's employment is terminated for cause, his salary will
cease as of such date. If Mr. Jackson's employment is terminated by death or
total or permanent disability, his salary will cease as of the end of the month
in which such event occurs. If Mr. Jackson's employment is terminated without
cause, Cimarron will be obligated to pay the salary then being paid for the
remainder of the term of the Jackson Agreement. In the event that Mr. Jackson
voluntarily resigns for "good reason," Cimarron is obligated to continue to pay
the salary then being paid for the remainder of the term of the Jackson
Agreement. "Good reason" is defined as (i) the assignment to Mr. Jackson of any
duties materially inconsistent with his position, a substantial change in his
reporting responsibilities or the failure to re-elect him as President, Chief
Executive Officer or Director of Cimarron; (ii) a reduction in Mr. Jackson's
base salary or benefits; (iii) the transfer of Mr. Jackson; or (iv) a material
breach by Cimarron of the Jackson Agreement. If Mr. Jackson voluntarily resigns
without good reason, his salary will cease as of the date of resignation.