EMPLOYMENT AGREEMENT
Exhibit 10.2
This
Employment Agreement (the "Agreement") is made this 6th day of August, 2007,
between Deep Down, Inc., located at 00000 Xxxx Xxxxxxx, Xxxxxxxxxxx, Xxxxx 00000
(the "Company") and Xxxxxx X.
Xxxxx located at 0000 X Xxxxxx Xx., Xxxxxxxx, XX 00000 (the
"Employee").
ARTICLE
I
TERMS
AND DUTIES
1.1
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The
Employee is hereby engaged for a three-year period commencing August 6,
2007 (the "Initial Term"), and the Employee hereby accepts the employment
as President and Chief Executive Officer. The Initial Term shall be
automatically renewed for up to two successive consecutive one (1) year
periods (each, a "Renewal Term" and the Initial Term and Renewal Term are
collectively referred to as the "consulting period") thereafter unless
either party sends notice to the other party, not more than 270 days and
not less than 90 days before the end of the then-existing consulting
period, of such party's desire to terminate the Agreement at the end of
the then-existing term, in which case this Agreement will terminate at the
end of the then-existing term. Employment services will be provided at the
Company address or at such other places as may be directed by the Company.
The Employee agrees that time is to be scheduled by the Company and to
devote reasonable productive time, ability and attention to the business
of the Company during the term of this Agreement, subject to the direction
and supervision of the Company.
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ARTICLE
II
COMPENSATION
2.1
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As
compensation for services rendered under this Agreement, the Employee
shall be entitled to receive a base salary of Two Hundred and Fifty
Thousand and NO/100 DOLLARS ($250,000.00) per annum payable twice monthly
less all Federal, State and required payroll withholdings. The salary may
be increased annually at the discretion of the Board of Directors. The
Employee is also entitled to annual bonuses as determined by the Board of
Directors and offshore bonuses as dictated by Company policy. The Employee
shall provide such reasonable business hours as the Company shall dictate,
but at least forty hours per week.
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2.2
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Employee
shall be eligible to participate in any and all benefits as are available
from time to time to key executive officers, directors and employees (and
their families) of the Company, including all health, medical, dental, and
life insurance benefits. The Company shall pay 100 % of all premiums with
respect to such plans for Employee. Employee will be entitled to four
weeks paid vacation. Employee will also be entitled to $1,000 per month as
an expense allowance to pay for the cost of a vehicle, insurance,
gasoline, maintenance, repairs and other unanticipated
costs.
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ARTICLE
III
TERMINATION
3.1
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If
the Employee willfully breaches or habitually neglects the duties which he
is required to perform under the terms of the Agreement, the Company may
at its option terminate this Agreement by giving written notice of
termination to the Employee.
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3.2
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Willfully
breaches is defined as misappropriation of Company' s assets, being
intoxicated or under the influence of drugs or alcohol while on the job,
being convicted of a felony, or not willingly coming to
work.
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ARTICLE
IV
NON-COMPETITION
BY EMPLOYEE
4.1
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Employee
agrees that this covenant is a separate contract in and of itself. In the
event that any of the prior clauses of this contract should fail, this
separate contract shall be binding upon the parties. Employee covenants
and agrees that during his consultancy with Company and upon termination
of their engagement, whether by termination of this Agreement, by wrongful
discharge, or otherwise, Employee shall not directly or indirectly, within
Texas, enter into or engage generally in direct competition with the
Company's business, as a Employee in any business providing identical
services as Company or own a business which provides identical services as
Company either individually or as a Employee, officer, director,
independent contractor, or shareholder or otherwise, during the term of
this Agreement or for three (3) months after termination. This covenant on
the part of Employee shall be construed as an agreement independent of any
other provision of this Agreement; and the existence of any claim or cause
of action of Employee against Company, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement
by Company of this section. Company shall be entitled to such extra
remedies as injunctions, stays or restraining orders to enforce its rights
hereunder.
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4.2
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The
Employee will not solicit or divert or attempt to solicit or divert, any
business, patronage, or clients of the Company from the Company to himself
or a competitor or rival of Company for three (3) months from the date of
Employee's withdrawal or termination from the
Company.
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4.3
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During
the term of this Agreement, the Employee will not communicate or divulge
to or for the benefit of any competitor or rival of the Company, any of
the trade secrets or processes of the Company including
client list or pricing information, and used by the Company.
Notwithstanding the foregoing, upon termination of this Agreement and the
Non-Compete period, Employee shall not be prohibited from contacting any
prospective client or determine appropriate pricing for any products
and/or services on behalf of any new
Company.
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4.4
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The
Employee states that he has read this Agreement in full and understands
the terms and language in Article IV. The Employee has had outside counsel
of his choosing
review the Covenant of Noncompete and counsel has explained all terms and conditions
to him. The Employee swears that he is not under any duress or coercion to
enter this Covenant of Noncompete, but is doing it of his own free will in
order to gain the experience, specialized training and especially the extra
compensation offered by Company.
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4.5
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Confidentiality
of this business is very
important as the nature of the business is securing the customers
confidence. Therefore, Employee may not directly or indirectly make known
to any person, firm or corporation the names, addresses or any information
pertaining to or regarding any customer of the Company during or after
termination of employment through the end of the Non-Compete
period.
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ARTICLE
V
GENERAL
PROVISIONS
5.1
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Any
notices to be given hereunder by either party to the other may be effected
either by personal delivery in writing or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices
shall be addressed to the parties at the address appearing in the
introductory paragraph of this Agreement, but each party may change her
address by written notice in accordance with the paragraph. Notices
delivered personally shall be deemed communicated as of actual receipt;
mailed notices shall be deemed communicated as of three (3) days after
mailing.
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5.2
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This
Agreement supersedes any and all other agreements, either oral or written,
between the parties hereto with respect to the employment of the Employee
by the Company and contains all of the covenants and agreements between
the parties with respect to such employment in any manner whatsoever. Any
changes or amendments must be in writing, signed by all the parties, or
they are null and void.
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5.3
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5.4
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Where
context and circumstances require, the gender of all words used in this
contract shall include the masculine, feminine and
neuter.
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EXECUTED
in Xxxxxx County, Texas on the day and year first above written.
COMPANY:
DEEPDOWN,
INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx,
Xx.
Name:
Xxxxxx X. Xxxxxxxxxxx, Xx.
Title:
Chairman & CAO
EMPLOYEE:
XXXXXX
X. XXXXX
/s/
Xxxxxx X.
Xxxxx
Name:
Xxxxxx X.
Xxxxx
Title:
President & CEO
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