XTO Energy Inc Chairman Bob Simpson and other officers have waived the change in control provisions in their employment agreements as part of their deal to be bought by Exxon Mobil Corp and have instead signed consulting deals with the oil major.

Under the new agreement, Simpson could receive up to $46 million in cash and stock if the Exxon deal closes, according to a filing with the Securities and Exchange Commission.

That compares to the roughly $70 million Simpson could have pulled in under the change in control provisions of his employment agreement.

If the merger closes, Simpson will now receive a lump sum payment of $10.8 million and retention payments of up to $24.8 million.

He will also receive an annual consulting fee of $1.8 million, an annual cash bonus bonus of $1.8 million, and a one-time grant of restricted stock worth $3.6 million.

Those amounts are independent of the roughly 6.5 million XTO shares Simpson already owns, which are currently worth around $310 million.

XTO Chief Executive Keith Hutton, President Vaughn Vennerberg, CFO Louis Baldwin, and Executive Vice President Timothy Petrus also signed consulting agreements with Exxon.

The one-year consulting agreements are each renewable for an additional year. Under the agreements, the officers will retire from the company on completion of the merger and serve as consultants on a full-time basis.

(Reporting by Michael Erman; editing by Gunna Dickson)

Energy