EXHIBIT 10.23
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 1st day of June, 2002.
BETWEEN:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
of Missouri City, in the State of Texas
(hereinafter referred to as the "Employee")
OF THE FIRST PART;
- and -
▇▇▇▇▇▇ SERVICES CORPORATION,
a corporation incorporated under the laws of the State of Delaware
(hereinafter referred to as the "Company")
OF THE SECOND PART.
WHEREAS, the Company desires to retain the Employee to provide the services
hereinafter described during the term hereinafter set out and the Employee
desires to accept such employment on the terms and conditions hereinafter set
forth;
NOW THEREFORE THIS AGREEMENT:
WITNESSETH, That in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. FUNCTIONS OF EMPLOYEE
Employee shall serve as the Senior Vice President and Chief Financial Officer of
the Company or in such other senior management capacity or capacities as may
from time to time be reasonably determined by the Board of Directors. Employee
will be located at the Company's shared-services facility in Houston, Texas.
2. DURATION
The Employee's term of employment shall commence on the 1st day of June, 2002
and shall continue until terminated in accordance with Section 3 hereof.
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3. TERMINATION
(a) FOR CAUSE. Notwithstanding anything to the contrary herein contained,
the Company may immediately terminate the employment of the Employee,
without notice and without severance or pay in lieu of notice:
(i) if the Employee commits an act of theft, fraud or material
dishonesty or misconduct involving the property or affairs of the
Company or the carrying out of the Employee's duties; or
(ii) if the Employee is guilty of a material breach or material
non-observance of any of the terms or conditions of this
agreement, provided that the Employee is given written notice of
any such breach and fails to take all reasonable actions to try
to remedy such breach to the satisfaction of the Company, in its
sole discretion, within thirty days of receipt of such notice; or
(iii) if the Employee is convicted of a criminal offence involving
fraud or dishonesty; or
(iv) if there is a repeated and demonstrated failure on the part of
the Employee to perform his material duties and the Employee
fails to remedy the failure to the satisfaction of the Company,
in its sole discretion, within thirty days of receipt of notice
of such failure from the Company; or
(v) if the Employee or any member of his family derives any personal
profit or benefit arising out of or in connection with a
transaction to which the Company is a party or with which it is
associated without making disclosure to and obtaining the prior
written consent of the Company; or
(vi) if the Employee commits gross negligence, willful misconduct, or
neglect in the performance of his duties or services as a Company
employee.
(b) DISABILITY. The employment of the Employee shall, at the option of the
Company, terminate immediately in the event of permanent disability
which is defined as illness, disease, mental or physical disability or
other causes beyond the Employee's control which makes the Employee
incapable of discharging or causes the Employee to fail in the
performance of his principal duties hereunder, even with reasonable
accommodation, for six consecutive months, in which case notice in
writing from the Company shall be sent to the Employee or his legal
representative, provided the Employee shall continue to receive any
disability benefit coverage he may be entitled to through the Company's
disability insurance program.
(c) WITHOUT CAUSE. The employment of the Employee may be terminated without
cause (i.e. for reasons other than those set forth in Sections 3(a),
3(b), 3(d) or 3(e)) at any time. For purposes of this Section 3(c),
termination without cause shall also include, but not be limited to, a
material change in the duties of
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Employee, or a reduction in Employee's base salary or other material
compensation or benefits as then in effect, or a change in Employee's
assigned principal place of business of more than 50 miles. If Employee
is terminated without cause, in exchange for a release agreement
satisfactory to the Company, the Employee shall receive a severance
allowance equal to six months of his then current annual base salary;
provided, however, that if any vice president, senior vice president,
or chief executive of the Company employed in such role after the date
of this agreement receives a more favorable promise of severance
benefits in the event of termination, Employee's promise of severance
benefits in this Employment Agreement shall be automatically modified
to be no less favorable. The severance allowance shall be paid in
accordance with the Company's normal payroll practice as if it were a
continuation of Employee's base salary. In addition:
(i) in the event that for the year of termination a bonus is paid to
Company officers of comparable rank, Employee shall receive, at
the same time as said bonus is paid to Company officers, that
percentage of his target bonus that represents the average
percent of target bonus paid to Company officers of comparable
rank, pro rated for the percentage of the year Employee was
employed;
(ii) the Company shall pay the Employee an amount sufficient for the
Employee to continue his medical and dental coverage for the
period of his severance payments;
(iii) the Employee shall be entitled to his vested stock options or
other vested incentive stock compensation to be exercised in
accordance with the applicable Company plans, but other options
or incentive stock compensation shall be forfeit in accordance
with Company plans;
(iv) the Employee shall be entitled to any earned but unpaid bonus or,
as provided by the applicable plan, any deferred compensation,
short- or long-term incentive compensation, or other material
compensation, and a pro rata share of his target bonus, deferred
compensation, short- or long-term incentive compensation, or
other material compensation for the year in which the termination
occurs if granted to similarly situated executives generally; and
(v) the Employee shall be provided with out-placement services at a
cost to the Company of not more than $10,000 for as long as may
be required to obtain suitable replacement employment.
(d) TERMINATION DUE TO CHANGE OF CONTROL. If there occurs a Change of
Control (as defined below) and (i) the Employee is terminated, or (ii)
there occurs a material change in the duties or responsibilities of the
Employee or a reduction in the Employee's base salary or other material
compensation or benefits as then in effect or a change in the
Employee's principal place of employment of more than
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50 miles and any such change occurs within six months prior to or two
years following such Change of Control and the Employee elects to
terminate his employment, then in either such case, the Employee shall
be entitled to his two times his then current annual base salary plus
the items listed in clauses (i), (ii), (iii), (iv) and (v) of paragraph
3(c) immediately above.
Change of Control means any of the following:
(i) any person (as defined in the Exchange Act, as defined below),
directly or indirectly, becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act) or has the right to
exercise control or direction over Voting Securities (as defined
below) of the Company carrying in excess of 40 percent of the
votes attached to all Voting Securities of the Company then
outstanding (provided, however, that if such person is an Insider
(as defined below), such percentage shall be 50 percent);
(ii) the individuals who, immediately prior to any meeting of
shareholders, constitute the Board together with those who first
become directors subsequent to such time and whose election to
the Board was approved by a vote of at least a majority of the
directors then still in office who were either directors as of
such time or whose recommendation, election or nomination for
election was previously so approved (other than any directors
whose initial election was the result of a proxy contest or a
threatened proxy contest), cease for any reason to constitute a
majority of the members of the Board;
(iii) approval by the shareholders of the Company of any business
combination having the effect that the existing shareholders of
the Company do not own or control at least 75% of the Voting
Securities of the resulting entity in approximately the same
proportion as they owned such securities of the Company
immediately prior to the business combination; or (b)(1) approval
by the shareholders of the Company of a liquidation or
dissolution of the Company, or (2) approval by the shareholders
of the Company of a sale of all or substantially all of the
assets of the Company and, in the case of either (1) or (2), the
existing shareholders of the Company do not own or control at
least 75% of the Voting Securities of the acquiring or resulting
entity in approximately the same proportion as they owned the
Voting Securities of the Company immediately prior to any such
transaction.
"Insider" means a person, as defined in the Securities and Exchange Act
of 1934 as amended (the "Exchange Act"), that beneficially owns or
exercises control or discretion over, directly or indirectly, more than
twenty percent (20%) of the Voting Securities of the Company as at
April 8, 2000.
"Voting Securities" of any corporation means any securities of such
corporation ordinarily carrying the right to vote in respect of
election of directors of such
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corporation provided that if any such securities shall at any time
carry the right to cast more than one vote in respect of the election
of the directors, such securities shall, when and so long as they carry
such right, be considered for the purposes of this Agreement to
constitute such number of the securities as is equal to the number of
votes in respect of the election of directors as may be cast by the
holder.
(e) VOLUNTARY TERMINATION. Employee may terminate his employment with
Company for any reason, in the Employee's sole discretion. Upon
voluntary termination, all future compensation and benefits (other than
the benefits to which Employee is entitled and which are vested as of
the date of termination) shall cease as of the date of termination.
(f) DEATH. The employment of the Employee shall terminate upon the
Employee's death.
(g) EFFECT OF TERMINATION. Upon the termination of the Employee's
employment pursuant to this Section 3, except as provided in this
paragraph, this agreement and the employment of the Employee hereunder
shall be wholly terminated. Provided, however, that the obligations
under Section 7 of this agreement shall survive termination. Upon any
such termination, the Employee shall have no claim against the Company
in respect of his employment for damages or otherwise except in respect
of payment of remuneration earned, due and owing to the date of
termination and except for any severance payment and related benefits
due to the Employee under Section 3.
4. RESPONSIBILITIES
(a) The Employee shall devote all of his working time, attention and
ability to the business of the Company and shall perform those duties
that may be reasonably assigned to him diligently and faithfully to the
best of his abilities and in the best interest of the Company and shall
use his best efforts to promote the interests and goodwill of the
Company. During the term of this Agreement the Employee shall not enter
into the service of or be employed in any capacity or for any purpose
whatsoever by any person, firm or corporation which will interfere with
the performance by the Employee of his duties and responsibilities
hereunder.
(b) The Employee shall report directly to the Board of Directors or as
subsequently determined by the Board of Directors.
5. REMUNERATION
The remuneration of the Employee for his services hereunder shall be as set
forth in Schedule A hereto. Other remuneration may from time to time be agreed
upon in writing between the Company and the Employee.
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6. VACATION
During each year of this agreement, the Employee will be entitled to 20 days
vacation with pay. Such vacation shall be taken at such times as the Company and
Employee shall mutually agree, acting reasonably, having regard to the
performance of the Employee's essential duties to the Company pursuant to the
terms of this agreement and provided further that such vacations may be taken
only within the year of entitlement thereto and may not be accumulated from year
to year.
7. CONFIDENTIALITY AND NON-COMPETE
As a condition to the Employee's employment with the Company, the Employee shall
execute and deliver to the Company the Confidentiality and Non-Compete Agreement
attached hereto as Schedule B. The Confidentiality and Non-Compete Agreement
shall survive termination of this Agreement.
8. NOTICES
All notices, requests, demands and other communications by the terms hereof
required or permitted to be given by one party to the other shall be given in
writing by personal delivery, by reputable overnight delivery service, or by
registered mail, postage prepaid, addressed to the other party or delivered to
the other party as follows:
to the Employee at:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
to the Company at:
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Principal Executive Officer
or at such other address as may be given by either party to the other in writing
from time to time, and such notices, requests, demands or other communications
shall be deemed to have been received when delivered, or, if mailed, seven days
following the day of mailing thereof; provided that if any such notice, request,
demand or other communication shall have been mailed and if regular mail service
shall be interrupted by strikes or other irregularities, such notices, request,
demands or other communication shall be deemed to have been received seven days
after the day following the resumption of normal mail service.
9. ENTIRE AGREEMENT
This agreement, including Schedules A and B represents the entire agreement
between the parties with respect to the employment of the Employee by the
Company and any and all previous agreements, written or oral, between the
parties hereto or on their behalf relating to the
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employment of the Employee by the Company are hereby terminated and cancelled
and each of the parties hereto hereby releases and forever discharges the other
party hereto of and from all manner of actions, causes of action, claims and
demands whatsoever under or in respect of any such agreement.
10. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Texas. The Company and the Employee agree that if there is any
dispute between them with respect to the rights of either party under this
Agreement, excepting any dispute arising out of Section 7 hereof or the
confidentiality and non-compete agreement attached as Schedule B hereto, such
dispute will be resolved by final and binding arbitration before a sole
arbitrator in Houston, Texas pursuant to the rules of the American Arbitration
Association and the judgment of the arbitrator shall be entered in any court of
competent jurisdiction. Any dispute arising out of Section 7 hereof or the
confidentiality and non-compete agreement attached as Schedule B hereto such
dispute will be submitted to adjudication before the Courts of the State of
Texas, and the Company and the Employee attorn to the jurisdiction of the Courts
of the State of Texas, in this regard. In the event that either the Company or
the Employee initiates an action or claim to enforce any provision or term of
this agreement (whether in court or pursuant to arbitration), the costs and
expenses (including attorneys' fees and expenses) of the prevailing party as
determined by the court or arbitrator, as the case may be, shall be paid by the
other, such party to be deemed to have prevailed if such action or claim is
concluded pursuant to a court order, arbitrator's decision, or final judgment
which is not subject to appeal, a settlement agreement or dismissal of the
principal claims; provided that the Employee shall be obligated to pay the
Company's costs and expenses only if the arbitrator or court, as the case may
be, determines that the Employee's position was predominantly frivolous or taken
in bad faith.
11. MISCELLANEOUS
It is agreed by and between the parties hereto that Schedules A and B referred
to herein, which are annexed hereto, shall form a part of this agreement and
this agreement shall be construed as incorporating such schedules.
12. CURRENCY
All dollar amounts referred to in this agreement are expressed in U.S. funds
unless otherwise specifically provided herein.
13. SUCCESSORS AND ASSIGNS
This agreement is personal to the Employee and his interest in this agreement
may not be assigned, pledged or encumbered. The provisions hereof shall enure to
the benefit of and be binding upon the heirs, executors, administrators and
legal personal representatives of the Employee and the successors and assigns of
the Company respectively.
14. TIME OF THE ESSENCE
Time shall be of the essence of this agreement and of every part thereof.
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15. SEVERABILITY
If any provision of this agreement, including the breadth of scope of such
provision shall be held by any court of competent jurisdiction to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the validity or enforceability of the remaining provisions, or part
thereof, of this agreement and such remaining provisions, or part thereof, shall
remain enforceable and binding.
16. ENFORCEABILITY
The Employee hereby confirms and agrees that the covenants and restrictions
pertaining to him contained in this agreement, including, without limitation,
those contained in Schedule B attached hereto, are reasonable and valid and
hereby further acknowledges and agrees that the Company would suffer irreparable
injury in the event of any breach by him of his obligations under any such
covenant or restriction. Accordingly, the Employee hereby acknowledges and
agrees that damages would be an inadequate remedy at law in connection with any
such breach and that the Company shall therefore be entitled in lieu of any
action for damages, temporary and permanent injunctive relief enjoining and
restraining the Employee from any such breach.
17. LEGAL ADVICE
The Employee hereby represents and warrants to the Company and acknowledges and
agrees that he has had the opportunity to seek and was not prevented nor
discouraged by the Company from seeking independent legal advice prior to the
execution and delivery of this agreement and that, in the event that he did not
avail himself of that opportunity prior to signing this agreement, he did so
voluntarily without any undue pressure and agrees that his failure to obtain
independent legal advice shall not be used by him as a defense to the
enforcement of his obligations under this agreement.
18. COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which when
executed and delivered will be deemed to be an original and all of which
counterparts when taken together will constitute but one and the same
instrument.
19. MODIFICATION
No waiver or modification of this agreement shall be valid unless in writing and
signed by the parties hereto and any such waiver of rights hereunder shall be
without prejudice to any of the other rights of the party hereunder so waiving.
20. SURVIVORSHIP
The provisions of this agreement necessary to carry out the intention of the
parties as expressed herein shall survive the termination or expiration of this
agreement.
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21. WAIVER
Except as provided herein, the waiver by either party of the other party's
prompt and complete performance, or breach or violation, of any provision of
this agreement shall not operate nor be construed as a waiver of any subsequent
breach or violation, and the failure by any party hereto to exercise any right
or remedy which it may possess hereunder shall not operate nor be construed as a
bar to the exercise of such right or remedy by such party upon the occurrence of
any subsequent breach or violation.
22. CAPTIONS
The captions of this agreement are for convenience and reference only and in no
way define, describe, extend or limit the scope or intent of this agreement or
the intent of any provision hereof.
23. CONSTRUCTION
The parties acknowledge that this agreement is the result of arm's-length
negotiations between sophisticated parties each afforded representation by legal
counsel. Each and every provision of this agreement shall be construed as though
both parties participated equally in the drafting of same, and any rule of
construction that a document shall be construed against the drafting party shall
not be applicable to this agreement.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
date first written above.
SIGNED, SEALED AND )
DELIVERED in the presence of: )
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------- ) -----------------------------------
Witness ) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ SERVICES CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and
Principal Executive Officer
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SCHEDULE A
1. Base Salary: As compensation for his services the Company shall pay to the
Employee while employed a base salary at the rate of $250,000 per annum.
2. Incentive Compensation: The Employee shall be eligible to participate in
the Company's incentive bonus plan, as may be in effect from time to time.
It is agreed that the Employee's target bonus under the current Executive
Incentive Program shall be 40% of his base salary. The Board of Directors
shall, within its sole discretion, determine the amount and timing of any
bonus payment based on the degree of success with which the Employee has
performed the services required of him and the results of the Company.
Additionally, for the year 2002, Employee shall be deemed a full year
participant in the executive incentive program.
3. Stock Options: The Employee will receive an initial stock option grant of
75,000 options to acquire common stock of the Company as authorized by the
Board of Directors of the Company. The options will be granted at the then
fair market value of the Company's common stock at the date of grant. One
third of the options shall vest on the six month anniversary of the date of
Employee's employment and the balance shall vest in equal amounts (that is,
options covering 16,666 shares) on the first, second, and third
anniversaries of Employee's date of employment, provided, in each case,
that Employee continues to be employed. The terms and conditions of all
options shall be governed by the Company's Officers' Stock-Based Bonus
Plan.
4. Other Benefits: The Employee shall be entitled to participate in, or
receive, benefits under any employee/employer benefit plan, arrangement or
perquisite made available by the Company now or in the future, to its
executive and key management employees, subject to the terms and
limitations of the relevant plan arrangement or perquisite.
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SCHEDULE "B"
CONFIDENTIALITY AND NON-COMPETE AGREEMENT
THIS AGREEMENT made as of the 1st day of June, 2002.
BETWEEN:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of Missouri City, in the State of Texas
(hereinafter referred to as the "Employee")
OF THE FIRST PART;
- and -
▇▇▇▇▇▇ SERVICES CORPORATION,
a corporation incorporated under the laws of the State of Delaware
(hereinafter referred to as the "Company")
OF THE SECOND PART.
WHEREAS, the Employee entered into an employment agreement with the Company as
of June 1, 2002; and
WHEREAS, the employment of the Employee by the Company is subject to the
Employee entering into a confidentiality and non-compete agreement in the form
hereof and this agreement is ancillary to the employment agreement; and
WHEREAS, in consideration of Employee's employment with the Company, Employee
will be provided with certain resources that Employee will use in his
employment; and
WHEREAS, in consideration of and as part of Employee's employment, Employee will
be privy to and provided with confidential information of the Company.
NOW THEREFORE, in consideration of the Company employing the Employee, the
Employee hereby agrees as follows:
1. CONFIDENTIALITY
(a) The Employee shall not (either during the continuance of his employment
by the Company or at any time thereafter) disclose any confidential
information of the Company or any subsidiaries or affiliates thereof
(and the term "Company" herein shall be deemed to include its
subsidiaries and affiliates), including, but not
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limited to, financial information or data, contract bidding procedures,
technical processes and know-how, customer files and information,
customer lists, service charges, rates and fees, investments plans or
projections, strategies, technologies, methods, internal business
records, computer programs, computer files, databases, organizational
structure, personnel information, research in respect of acquired or
potential target investments and communications regarding the Company,
to any person other than as authorized by the Company, and all such
information, either in electronic, printed or verbal form will remain
the property of the Company and shall not be used by the Employee
(either during the continuance of his employment by the Company or at
any time thereafter) for his own purpose or for any purpose other than
those of the Companies. For purposes of this agreement, the term
"confidential information" does not include any information that, at
the time of disclosure or thereafter, is generally available to and
known by the public (other than as a result of its disclosure by the
Employee in breach of his obligations herein).
(b) The Employee acknowledges that the business of the Company is highly
competitive and that the Company has agreed to provide and immediately
will provide Employee with access to the Company's confidential
information. The Employee also acknowledges that the Company's
confidential information constitutes a valuable, special and unique
asset used by the Company to obtain a competitive advantage over its
competitors. Employee further acknowledges that protection of the
Company's confidential information is of critical importance to the
Company in maintaining its competitive position.
(c) In the event that the Employee is requested pursuant to, or required
by, applicable law, regulation or legal process to disclose any
confidential information of the Company, the Employee will notify the
Company promptly so that, if practicable, the Company may seek a
protective order or other appropriate remedy or, in the Company's sole
reasonable discretion, waive compliance with the terms of this
agreement. In the event that no such protective order or other remedy
is obtained, or that the Company waives compliance with the terms of
this agreement, the Employee will furnish only that portion of the
confidential information that the Employee is advised by counsel is
legally required.
(d) Employee represents and warrants that to the date of this
Confidentiality and Non-compete Agreement, he has not disclosed any
confidential information of the Company in any manner that is
inconsistent with subparagraph (a), above.
(e) Employee acknowledges that all written materials, records, data and
other documents prepared or possessed by Employee during Employee's
employment by Company are Company's sole and exclusive property.
Likewise, Employee acknowledges that all information, ideas, concepts,
improvements, discoveries, and inventions that are conceived, made,
developed, or acquired by Employee individually or in conjunction with
others during Employee's employment (whether during business hours and
whether on Company's premises or otherwise) which relate to the
Company's business, products or services are
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Company's sole and exclusive property. All memoranda, notes, records,
files, correspondence, drawings, manuals, models, specifications,
computer programs, maps, and all other documents, data, or materials of
any type embodying such information, ideas, concepts, improvements,
discoveries, and inventions are Company's sole and exclusive property.
At the termination of Employee's employment with Company for any
reason, Employee shall return all of Company's documents, data, or
other property to Company.
(f) The Company will provide Employee with immediate access to the
Company's confidential information and specialized training regarding
the Company's methodologies and business strategies, which will enable
Employee to perform his job at the Company.
2. NON-COMPETE
The Employee covenants and agrees with the Company that, for a period of
one year from the date on which he ceases to be an employee of the Company:
(a) the Employee shall not directly, or indirectly, for himself or for any
other person or entity:
(i) solicit, sell to or contract with any customer or client of the
Company in connection with any products, services or business
that competes with products, services or the business of the
Company. Provided, however, that for the purposes of this
paragraph, the Company's "customers or clients" shall include
only those customers or clients whom the Employee solicited or
contacted or whom the Employee had access to information about
during his employment with the Company;
(ii) attempt to divert any customer or client away from the Company;
(iii) solicit any employee of the Company to leave the Company or to
join any other entity.
(b) Employee acknowledges that the non-competition provisions in this
Section 2 are necessary to protect the Company's confidential
information, trade secrets, employee goodwill, and customer goodwill,
which Employee shall receive or be privy to during his employment with
Company.
(c) Employee understands that the foregoing restrictions in this Section 2
may limit his ability to engage in certain businesses during the period
provided for above, but acknowledges that those restrictions are
necessary to protect the confidential information and trade secrets
that Employee has received or been privy to and shall continue to
receive or be privy to during his employment with Company, and also to
protect the Company's employee goodwill and customer goodwill.
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3. INJUNCTIVE RELIEF
Without intending to limit the remedies available to the Company, the
Employee acknowledges that damages at law may be an insufficient remedy to
the Company in view of the irrevocable harm which may be suffered if the
Employee violates the terms of paragraph 1 or 2 hereof and agrees that the
Company may apply for injunctive relief in any court of competent
jurisdiction specifically to enforce any such covenants upon the breach or
threatened breach thereof, or otherwise specifically to enforce any such
covenants.
4. GOVERNING LAW
This agreement shall be deemed to have been made in and shall be construed
in accordance with the laws of Texas. In the event that the Company
prevails in an action or claim to enforce any provision or term of this
agreement, the Company's reasonable costs and expenses (including
attorneys' fees and expenses) shall be paid by the Employee.
The provisions hereof shall inure to the benefit of and be binding upon the
heirs, executors, administrators and legal personal representatives of the
Employee and the successors and assigns of the Company respectively.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
date first written above.
SIGNED, SEALED AND )
DELIVERED in the presence of: )
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------- ) ----------------------------------
Witness ) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ SERVICES CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and
Principal Executive Officer
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