EMPLOYMENT AGREEMENT
EXHIBIT 10.1
THIS EMPLOYMENT AGREEMENT (this “Agreement”); effective as of December 1,
1999, by and between TBX Resources, Inc., a Texas corporation (the “Company”), with
offices at 00000 Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx, 00000 and Xxxxxxx Xxxxxxxxx,
(“Xxxxxxxxx”), who resides at 0000 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxx 00000.
RECITALS
WHEREAS, the Company is engaged in the business of exploring for, producing, and selling oil
and gas (the “Business”), with its principal Executive office in Dallas, Texas. For purposes of
this Agreement, the term “Company” shall include the Company, its subsidiaries, affiliates, and
assignees and any successors in interest of the Company and its subsidiaries and/or affiliates;
WHEREAS, the Company desires to employ Xxxxxxxxx and Xxxxxxxxx desires to be employed by the
Company, on the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment.
1.1 Engagement of Employee. The Company agrees to employ Xxxxxxxxx and
Xxxxxxxxx agrees to accept employment as President of the Company, all in accordance
with the terms and conditions of this Agreement.
1.2 Duties and Powers.
a. During the Employment Period (as defined herein), Xxxxxxxxx
shall serve as President of the Company, reporting directly to the Board
of Directors of the Company (the “Board”), and will have such
responsibilities, duties and authorities, and will render such services
of an administrative character, or act in such other capacity for the
Company as the Company’s Board of Directors (the “Board”) shall from
time to time direct. Xxxxxxxxx shall devote his best efforts, energies
and abilities and his full business time, skill and attention (except
for permitted vacation periods and reasonable periods of illness or
other incapacity) to the Business and affairs of the Company.
x. Xxxxxxxxx acknowledges that his duties and responsibilities
will require his full-time business efforts and agrees that during he
Employment Period, he will not engage in any other business activity or
have any business pursuits or interests which interfere or conflict with
the performance of his duties hereunder or which compete with the
Company.
1.3 Employment Period. Xxxxxxxxx’ employment under this Agreement shall
begin on the date hereof and shall continue through and until the third anniversary of
the date hereof (the “Initial Period”) unless extended as provided in this Section 1.3
or terminated as provided in Section 1.4. The
Company may renew this Agreement for additional one (1) year periods (the
“Renewal Periods”) on terms that are mutually acceptable to Xxxxxxxxx and the Company
at least ninety (90) days prior to the expiration of the Initial Period or any Renewal
Period. The Initial Period and the Renewal Period are collectively referred to herein
as the “Employment Period.” Notwithstanding anything to the contrary contained
herein, the Employment Period is subject to termination pursuant to Section 1.4 and
Section 1.5 below.
1.4 Termination. The Company has the right to terminate Xxxxxxxxx’
employment hereunder, by notice to Xxxxxxxxx in writing at any time (i) for “Cause,”
(ii) without Cause for any or no reason, and (iii) due to the Disability of Xxxxxxxxx.
Any such termination shall be effective upon the date of service of such notice
pursuant to Section 15. In addition, this Agreement shall terminate automatically
upon Xxxxxxxxx’ death.
“Cause”, as used herein, means the occurrence of any of the following events:
a. the failure of Xxxxxxxxx to perform his duties or comply
with reasonable directions of the Board;
b. the determination by the Board in the exercise of its
reasonable judgment that Xxxxxxxxx has committed an act or acts
constituting (i) a felony or other crime involving moral turpitude,
dishonesty or theft (ii) dishonesty or breach of duty with respect to
the Company; or (iii) fraud;
c. the determination by the Board in the exercise of its
reasonable judgment that Xxxxxxxxx has committed an act that (i)
negatively affects the Company’s business or reputation (including its
relationships with its customers, suppliers, or employees), or (ii)
indicates alcohol or drug abuse by Xxxxxxxxx that adversely affects his
performance hereunder;
d. a material breach by Xxxxxxxxx of any of the terms and
conditions of the Agreement; or
x. Xxxxxxxxx’ xxxxx negligence in performance of his duties
hereunder.
Xxxxxxxxx shall be deemed to have a “Disability” for purposes of this Agreement if he shall be
unable, by reason of illness or physical or mental incapacity or disability to perform his duties
hereunder, with or without reasonable accommodation by the Company, in substantially the manner and
to the extent required hereunder prior to the commencement of such Disability for a total period of
ninety (90) days in any one hundred eighty (180) day period.
2. Compensation and Benefits
2.1 Base Compensation. During the Employment Period, the Company will
pay Xxxxxxxxx a base salary at a rate of $150,000 per annum (the “Base Salary”). The
Board shall perform an annual review of Xxxxxxxxx’ Base Salary based on Xxxxxxxxx’
performance of his duties and the Company’s other compensation policies.
2.2 Bonuses. During the Employment Period, Xxxxxxxxx shall be eligible
for bonuses of up to 10% of the transaction each time the Company completes a major
acquisition, funding, or financing. Any bonus shall be payable in TBX Common Stock or
cash, at the discretion of Xxxxxxxxx.
2.3 Options. At the inception of the Employment Period, Xxxxxxxxx shall
receive stock options good for five years from the date of issuance to purchase up to
500,000 shares of the Company’s
common stock a year at a price which shall not be greater than 50% of the average
bid price for the shares during the previous quarter exercised.
2.4 Benefits. In addition to the Base Salary, Xxxxxxxxx will be
entitled to the following benefits during the Employment Period if offered by the
Company, unless otherwise altered by the Board with respect to all Executives of the
Company:
a. hospitalization, disability, life and health insurance, to the
extent offered by the Company, and in amounts consistent with Company
policy, for all key management employees, as reasonably determined by
the Board;
b. up to two (2) weeks paid vacation each year with salary,
consistent with Company policy for all senior employees and provided
that unused vacation time shall not be carried over to subsequent years;
c. reimbursement for reasonable, ordinary and necessary
out-of-pocket expenses incurred by Xxxxxxxxx in the performance of his
duties, subject to the Company’s policies in effect from time to time
with respect to travel, entertainment and other expenses, including,
without limitation, requirements with respect to reporting and
documentation of such expenses;
d. a $500 a month car allowance;
e. other benefit arrangements, including a 401(k) or similar tax
deferral plan, to the extent made generally available by the Company to
its Executives and key management employees.
2.5 Compensation After Termination.
a. If the Employment Period is terminated (i) by the Company for
Cause or due to the death or Disability of Xxxxxxxxx, (ii) by Xxxxxxxxx
or (iii) through expiration of the Employment Period, then the Company
shall have no further obligations hereunder or otherwise with respect to
Xxxxxxxxx’ employment from and after the termination or expiration date
(except payment of Xxxxxxxxx’ Base Salary accrued through the date of
termination or expiration and the Company shall continue to have all
other rights available hereunder (including, without limitation, all
rights under Section 3 hereof at law or in equity).
b. If the Employment Period is terminated by the Company without
Cause, Xxxxxxxxx shall be entitled to receive the payment of the Base
Salary through the remainder of the Initial Period or, at the option of
the Company, in lieu of such Base Salary a lump sum payment other
payments in a mutually agreeable amount. The Company shall have no
other obligations hereunder or otherwise with respect to Xxxxxxxxx’
employment from and after the termination of his employment or
expiration of this Agreement, and the Company shall continue to have all
rights available hereunder (including, without limitation, all rights
under Sections 3, 4, 5 and 6 hereof, at law or in equity).
2.6. Profit Sharing, Pension and Salary Deferral Benefits. It is
understood by the parties to this Agreement that, during the Employment Period,
Xxxxxxxxx shall be entitled to participate in or accrue benefits under any pension,
salary deferral or profit sharing plan now existing or hereafter created for employees
of the Company upon terms and conditions equivalent to those which the Company may
provide for other senior Executive employees. The termination of this Agreement shall
not result in
forfeiting vested benefits such as pension or 401(k) plan benefits that have
vested in Xxxxxxxxx as of the date of termination.
3. Covenant Not to Compete.
3.1 Xxxxxxxxx’ Acknowledgment. Xxxxxxxxx agrees and acknowledges that in
order to assure the Company that it will retain its value as a going concern, it is
necessary that Xxxxxxxxx undertake not to utilize his knowledge of the Business and
his relationships with customers and suppliers to compete with the Company. Xxxxxxxxx
further acknowledges that:
a. the Company is and will be engaged in the Business;
x. Xxxxxxxxx occupies a position of trust and confidence with
the Company and, during employment under this Agreement, Xxxxxxxxx will
be familiar with the Company’s trade secrets and with other proprietary
and confidential information concerning the Company;
c. the agreements and covenants contained in this Section 3 are
essential to protect the Company and the goodwill of the Business; and
x. Xxxxxxxxx’ employment with the Company has special, unique and
extraordinary value to the Company and the Company would be irreparably
damaged if Xxxxxxxxx were to provide services to any person or entity in
violation of the provisions of this Agreement.
3.2 Competitive Activities. The following term has the following meaning
for the purposes of this Section 3.2:
“Restricted Period” means the longer of: (i) the period during which Xxxxxxxxx is
employed by the Company, or (ii) the period of twelve (12) months from and after the
date hereof.
Xxxxxxxxx hereby agrees that during the Restricted Period he will not, directly
or indirectly, as employee, agent, consultant, stockholder, director, co-partner or in
any other individual or representative capacity act as a competitor to the Company.
If in Xxxxxxxxx sole discretion he believes a proposed activity could be construed as
competitive he will obtain a written waiver of said activity from the Company
specifying that the activity contemplated is non-competitive.
3.3 Solicitation of Employees. Without limited the generality of the
provisions of Section 3.2 above, Xxxxxxxxx hereby agrees that during the Restricted
Period he will not (except on behalf of the Company), directly or indirectly, solicit
or participate as employee, agent, consultant, stockholder, director, partner or in
any other individual or representative capacity in any business which solicits,
business from any person, firm, corporation or other entity which is or was a customer
or supplier of the Company during the term of this Agreement.
4. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one the same
Agreement.
5. Descriptive Headings; Interpretation. The descriptive headings in this Agreement
are inserted for convenience of reference only, and are not intended to be part of or to affect the
meaning or interpretation of this Agreement. The use of the word “including” in this Agreement
shall be by way of example rather than by limitation.
6. Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been duly given if (i) delivered personally to
the recipient, (ii) sent to the recipient by reputable express courtier service (charges prepaid)
or mailed to the recipient by certified or registered mail, return receipt requested and postage
prepaid, or (iii) transmitted by telecopy to the recipient with a confirmation copy to follow the
next day to be delivered by overnight carrier. Such notices, demands and other communications
shall be sent to these addresses indicated below:
If to Xxxxxxxxx:
Xxxxxxx Xxxxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxx Xxxxx, Xxxxx 00000
0000 Xxxxx Xxxxxx
Xxxxxx Xxxxx, Xxxxx 00000
If to the Company:
TBX Resources, Inc.
00000 Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
00000 Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
with a copy to:
Xxxxxxx X. Xxxxxx, P.C.
Xxxxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxx 00000
Xxxxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxx 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first written above.
| COMPANY: TBX RESOURCES, INC. |
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| By: | /s/ Xxx Xxxxxxxxx | |||
| Xxxxxxx Xxxxxxxxx, Director* | ||||
| /s/ Xxxxxxxxx Xxxxx | ||||
| Xxxxxxxxx Xxxxx, Director* | ||||
| EMPLOYEE: |
||||
| By: | /s/ Xxx Xxxxxxxxx | |||
| Xxxxxxx Xxxxxxxxx | ||||
*Being all the Directors of the Company.
THIS EMPLOYMENT AGREEMENT AMENDMENT effective as of August 4, 2005, is by and between TBX
Resources, Inc., a Texas Corporation, (the “Company”), and Xxxxxxx X. Xxxxxxxxx, (“Xxxxxxxxx”).
WHEREAS, the Company desires to amend the current and continuing Employment Agreement with
Xxxxxxxxx, and;
WHEREAS, the Company wishes to conform the Employment Agreement to meet the standards recently
initiated by the Xxxxxxxx-Xxxxx act;
THEREFORE, the Company is amending Paragraph 2.3 Options to continue the grant of
stock options good for five years, beginning with the current 2005 year, at an option price no
greater than 50% of the closing price for the shares as of the date of this Amendment. As
determined by the OTCBB, the closing price on August 4, 2005, is $0.14 per share.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Employment
Agreement of Xxxxxxx X. Xxxxxxxxx as of the day and year first written above.
/s/ Xxx X. Xxxxxxxxx |
||
Xxx X. Xxxxxxxxx, Director |
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/s/ Xxx X. Xxxxxxxxx |
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Xxxxxxx X. Xxxxxxxxx |
