EXHIBIT 10.6
Employment Agreement for R. Xxxx Xxxxxxxxxx
Revised 8-31-07
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
1st day of September, 2007 (the "Effective Date"), by and between EPIC ENERGY
RESOURCES, INC. (the "Company") and R. Xxxx Xxxxxxxxxx (the "Employee").
Recitals
WHEREAS, Employee was an employee of Pearl Investment Company, A Colorado
corporation, and/or one of its affiliates (collectively with such affiliates,
"Pearl"); and
WHEREAS, Company has acquired all stock and other ownership rights to
Pearl; and
WHEREAS, the Company desires and intends to employ the Employee pursuant
to the terms and conditions set forth in this Agreement; and
WHEREAS, both the Company and the Employee have read and understood the
terms and provisions set forth in this Agreement, and have been afforded a
reasonable opportunity to review this Agreement with their respective legal
counsel.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Employment Agreement, the Employee and the Company agree as
follows:
1. COMPENSATION. The Company agrees to provide the Employee the following
compensation during his/her employment pursuant to this Agreement:
a. Base Salary. From the Effective Date until changed as
provided in this section, the Company agrees to pay the Employee
an annual salary of $310,000.00 (the "Base Salary"), payable
bi-weekly in accordance with the Company's ordinary pay-roll
policies and procedures for executive compensation. The Company
agrees that during the employment of the Employee pursuant to
this Agreement, the Employee's Base Salary will be subject to an
annual review and adjustment by the Company, provided; however,
that at no time during his/her employment pursuant to this
Agreement will the Employee's Base Salary be reduced below the
amount set forth in this section.
b. Business Expenses. The Company agrees that the
Employee shall be entitled to reimbursement for all reasonable
expenses that the Employee may incur in the performance of
his/her duties and obligations under this Agreement, provided,
however, that such reimbursements shall be subject to the
Company's policies for business expense reimbursement, and the
Employee shall be required to submit to the Company acceptable
documentation for all such expenses.
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c. Incentive Bonus. The Company agrees that, from time
to time, the Employee may be entitled to additional bonus
compensation in the discretion of the Board of Directors of the
Company. The frequency, amount, and payment terms for any such
incentive bonus compensation shall be left to the exclusive
discretion of the Board of Director's of the Company and shall
be paid by the Company, however the compensation plans and
processes that Pearl currently utilizes will be used by the
Company until further modified by the Board of Directors.
d. Employee Benefits. The Company agrees to provide the
Employee with those employee benefits that ordinarily are
provided by the Company to its executive employees. The current
employee benefits and policies that Pearl currently utilizes
will be used by the Company until further modified by the Board
of Directors. Such employee benefits shall be governed by the
applicable plan documents, insurance policies, and/or employment
policies, and may be modified, suspended, or revoked in
accordance with the terms and provisions of such applicable
documents or policies. In addition to these benefits, the
Company agrees to provide or cause to provide the following
benefits to the Employee:
(1) Vacation. The Company agrees to provide the Employee with
paid vacation as per Pearl's current vacation plan and policies.
Any changes in the current vacation plan and policies shall be
subject to advance authorization by the Chairman and CEO of the
Company.
2. DURATION. The Term of this Agreement shall be defined and determined as
follows:
a. Initial Term. This Agreement shall continue in full
force and effect for three years (the "Initial Term"),
commencing on the Effective Date and expiring on the third
anniversary of the Effective Date (the "Expiration Date"),
unless terminated prior to the Expiration Date in accordance
with Section 2(c).
b. Renewal Terms. Notwithstanding Section 2(a), the Term
of this Agreement shall automatically be extended for an
additional one (1) year renewal term on the Expiration Date
and on each successive anniversary of the Expiration Date (the
"Renewal Date"), unless and until the Agreement terminates in
accordance with Section 2(c).
c. Termination. This Agreement may be terminated as
follows:
(1) Death. This Agreement shall terminate immediately in the
event of the Employee's death, provided, however, that the
Employee's estate shall be paid the Base Salary that the Employee
earned through the date of his/her death, in the time and manner in
which the Employee would have been paid such compensation.
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(2) Disability. This Agreement shall terminate immediately in
the event that the Employee becomes "disabled," as that term is
defined in 29 C.F.R. ss.1630.2(g)(1), and is unable to perform the
essential functions of his/her position, with reasonable
accommodation for a period of 180 consecutive days.
(3) Good Cause. The Company shall be entitled to terminate
this Agreement immediately, without any further liability to the
Employee, for any "Good Cause," as defined in this section.
(a) For purposes of this Agreement, "Good Cause" shall
be defined as follows:
(i) an intentional act of fraud, embezzlement, or
theft in connection with his/her duties or in the
course of his/her employment with the Company;
(ii) unauthorized intentional disclosure of
Company trade secrets or Confidential Information;
(iii) violation of any federal, state, or local
law, ordinance, rule, or regulation while conducting
company business (other than traffic violations or
similar offenses);
(iv) any material breach of corporate fiduciary
duties owed to the Company;
(v) refusal to perform the duties reasonably
required by the Employee's position as Executive Vice
President of the Company and President of Pearl, which
duties shall be consistent with similar positions in
other engineering, construction, and development
companies in the oil and gas industry;
(vi) in the event that the Company determines, in
the reasonable exercise of good faith, that the
Employee's job performance is unsatisfactory;
(vii) any material misconduct in the course and
scope of the Employee's employment with the Company,
including, but not limited to, dishonesty, disloyalty,
disorderly conduct, insubordination, harassment of
other employees or customers, abuse of alcohol or
controlled substances, or other material violations of
Company policies.
(viii)the Employee's violation of any material
provision of this Agreement.
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(b) In the event the Company believes "Good Cause"
exists for terminating this Agreement pursuant to this
section, the Company shall give the Employee written Notice of
the acts or omissions constituting "Good Cause" ("Cause
Notice"), and termination of this Agreement shall be effective
on the date such Notice is given by Company.
(4) Without Good Cause. The Company shall be entitled to
terminate this Agreement for any reason other than death,
disability, or "Good Cause," at any time during the Employee's
employment, by providing written notice to the Employee that the
Company is terminating the Agreement without "Good Cause," as
defined herein ("Notice of Termination Without Good Cause"),
provided, however, that the Company shall be required to pay
Severance Pay in accordance with the Severance provisions described
below.
(5) Resignation. The Employee shall have the right to
terminate this Agreement at any time, for any reason, by providing
the Company with thirty (30) days' written notice ("Notice of
Resignation"), provided, however, that subsequent to his/her
resignation, the Employee shall be required to comply with the
Non-Disclosure, Non-Competition, and Non-Interference provisions
set forth in this Agreement and shall not be entitled to any
Severance Pay. Notwithstanding the foregoing, however, in no event
shall Employee be required to comply with the Non-Disclosure,
Non-Competition and Non-Interference provisions for longer than the
earlier to occur of the following: (i) twenty four (24) months
following the effective date of Employee's resignation; (ii) the
expiration of the Initial Term (if the Initial Term has not yet
expired on the date of Employee's Notice of Resignation) or the
expiration of the then-current Renewal Term (if the Initial Term
has expired on the date of Employee's Notice of Resignation),
whichever is applicable.
3. RESPONSIBILITIES AND OBLIGATIONS OF THE EMPLOYEE. Employee shall be an
employee of the Company and shall have such duties and responsibilities as shall
be reasonably specified by the Company throughout the Term. Employee's duties
and responsibilities may be unilaterally modified from time to time by the
Company. The Employee covenants and agrees that he/she will faithfully devote
his/her best efforts and full-time attention and skill to the business of the
Company as is reasonably necessary to perform his/her obligations under this
Agreement. Accordingly, the Employee covenants and agrees that he/she will not
engage in competition with the Company during the term of this Agreement.
Employee has attached hereto, as Schedule A, a list of all potential conflicts
regarding engagements outside the course and scope of Employee's duties to the
Company, which Company hereby acknowledges and confirms that such potential
conflicts are acceptable and not in violation of the terms of this Agreement.
Furthermore, the Company understands and agrees that it is acceptable for
Employee to be involved with, attend and make presentations at industry courses,
trade shows, training programs, conventions and trade associations.
4. SEVERANCE. In the event that the Company terminates this Agreement
without "Good Cause", as defined above, the Company agrees to pay the Employee
the following compensation (the "Severance Pay"):
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a. Amount and Terms of Payment. In the event that the
Company terminates this Agreement without "Good Cause," as
defined in Section 2(c)(3) of this Agreement, the Company
agrees to pay the Employee Severance Pay in an amount equal to
the Employee's Base Salary for (i) the remainder of the
Initial Term (if the Initial Term has not yet expired) or (ii)
the remainder of the then-current Renewal Term (if the Initial
Term has expired), whichever is applicable; provided, however,
in no event shall Company pay Employee Severance Pay in an
amount less than three (3) months of the annual amount of
Employee's Base Salary in effect immediately prior to
Employee's termination. Such Severance Pay shall be provided
in a lump sum within thirty (30) days after such termination
becomes effective. In addition, Employee shall immediately
vest in any and all stock options or other stock, deferred or
other compensation, retirement or welfare plans in which
Employee is a participant or beneficiary.
b. Exceptions. Severance Pay shall not be payable under
this section in any of the following circumstances:
(1) In the event that this Agreement is terminated as a result
of the death or disability of the Employee, as provided in Sections
2(c)(1)-(2) [provided Employee shall be fully vested upon death or
disability in any and all stock options or other stock, deferred or
other compensation, retirement or welfare plans in which Employee
is a participant or beneficiary], or
(2) In the event that this Agreement is terminated for "Good
Cause," as defined in Section 2(c)(3), or
(3) In the event of the Employee's resignation, as provided in
Section 2(c)(5).
5. SUCCESSORS AND ASSIGNS. The parties acknowledge and agree that this
Agreement may be assigned by the Company to any successor or assign of the
Company or any other person or entity. The parties further acknowledge and agree
that the Employee's duties, obligations, compensation, and benefits are personal
to the Employee and may not be assigned to any person or entity without the
written consent of the Company. In the event of the Employee's death, this
Agreement shall be enforceable by the Employee's estate, executors, or legal
representatives, but only to the extent that such persons may collect any
compensation due to the Employee under this Agreement, as provided in Section
2(c)(1).
6. NON-DISCLOSURE. The Company and the Employee agree as follows:
a. During the course of his/her employment, Company will
provide confidential information to the Employee. During and
after his/her employment by the Company, the Employee agrees
that he/she shall not directly or indirectly disclose any
Confidential Information, as defined in this section, unless
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such disclosure is (i) to an employee of the Company or its
subsidiaries; (ii) to a person to whom disclosure is
reasonably necessary or appropriate in connection with the
performance of his/her duties as an employee of the Company;
(iii) authorized in writing by the Company; or (iv) required
by any Court or administrative agency.
b. In the event that this Agreement is terminated for
any reason, the Employee agrees that he/she shall, within
seventy-two (72) hours upon request by the Company, return any
and all records, files, documents, materials, resumes, copies,
equipment, vehicles, literature, data, information, audio or
videotapes, order forms, memoranda, correspondence, customer
lists or information, prospect lists or information, business
plans, financial statements or information pertaining to the
Company, its customers, clients or prospects, loan documents,
deposit records, loan records, agreements, contracts, orders,
records, policy or procedure manuals or memoranda, cards or
notes acquired, compiled or coming into the Employee's
knowledge, possession or control in connection with his/her
activities as an employee of the Company, as well as all
machines, parts, equipment or other materials received from
the Company or from any of its customers, clients or prospects
in connection with such activities.
c. The Employee acknowledges and agrees that these
non-disclosure agreements shall survive any termination of
this Agreement and shall be fully enforceable by the Company
or its successor or assignee subsequent to the termination of
the Employee's employment, regardless of the reason for such
termination.
d. For purposes of this Agreement, the term
"Confidential Information" shall be defined as information in
the possession of, prepared by, obtained by, or compiled by
the Company which is not generally available to the public.
"Confidential Information" shall include information
pertaining to, but not limited to: customer lists, bid
policies and practices, pricing information, financial and
other data, contract information, employee lists, manuals,
documentation, forms, contracts, agreements, literature,
sources of supply, specifications, techniques, engineering,
training methods, procedures, systems, data, computer software
programs, source codes, hardware development, plans,
processes, inventions, discoveries, proprietary technology,
methods, trademarks, trade secrets, know-how, corporate books
and records, other information concerning Company's business
or assets or financial condition and evaluations and use or
non-use of other technical or business information not in the
public domain and research projects and customer-specific
information disclosed to Employee by the Company which is not
generally known to the public. The Employee acknowledges and
agrees that this information, if disclosed, could place the
Company at a competitive disadvantage.
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7. NON-COMPETITION.
a. Business Relationships and Goodwill. The Employee
acknowledges and agrees that as an employee and representative
of the Company, the Employee will be responsible for building
and maintaining business relationships and goodwill with
current and future customers, clients, and prospects on a
personal level. The Employee acknowledges and agrees that this
responsibility creates a special relationship of trust and
confidence between the Company, the Employee, and these
persons or entities. The Employee acknowledges and agrees that
this special relationship of trust and confidence between the
Company, the Employee, and current and future customers,
clients, and prospects creates a high risk and opportunity for
the Employee to misappropriate these relationships and the
goodwill existing between the Company and such persons and
entities. The Employee acknowledges and agrees that it is fair
and reasonable for the Company to take steps to protect itself
from the risk of such misappropriation.
b. Consideration. The Employee acknowledges and agrees
that he/she has received and will receive substantial,
valuable consideration for the agreements set forth in this
section, including, but not limited to, access to Confidential
Information, as defined above, or compensation and benefits as
described herein. The Employee acknowledges and agrees that
this constitutes fair and adequate consideration for the
agreements set forth in this section.
c. Scope of Non-Competition Obligation. In consideration
for the valuable consideration described above, the Employee
acknowledges and agrees that for a period commencing upon
Employee's termination of employment from the Company for any
reason, and ending on the earlier of: (i) twenty-four (24)
months following the termination of this Agreement; (ii) the
expiration of the Initial Term (if the Initial Term has not
yet expired on the date of Employee's termination of
employment with the Company) or (iii) the expiration of the
then-current Renewal Term (if the Initial Term has expired on
the date of Employee's termination) (hereinafter, the "Lock
Out Period"), Employee will not solicit with any person,
company, or business that was or is a client, Customer, or
prospect of the Company ("Restricted Customer"). A person or
entity is considered to be a Restricted Customer if Company
has taken steps with the direct objective of obtaining
business specifically from such person or entity after Company
has made a formal proposal or presentation to such person or
entity, which may, but need not, include negotiations with
such person or entity. The Employee further acknowledges and
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agrees that during the Lock Out Period, the Employee will not
engage in the Same or a Similar Business as the Company,
including working for any company or business as an agent,
consultant, partner, employee, officer, shareholder or
independent contractor (but excluding any client or Customer
of the Company), in the Market Area, as that term is defined
herein. The Employee acknowledges and agrees that these
non-competition agreements shall survive any termination of
this Agreement and shall be fully enforceable by the Company
or its successor or assignee subsequent to the termination of
the Employee's employment, regardless of the reason for such
termination.
d. Definitions. For purposes of this section, the
following definitions shall apply:
(1) The term "Same or a Similar Business as the Company" shall
be defined as an Oil and Gas Engineering, Construction and
Development Services Company,
(2) The term "Market Area" shall be defined as each
geographical location in which the Company is currently and
actively carrying out business as of the date of Employee's
termination of employment with the Company.
e. Enforcement. The Employee acknowledges and agrees
that the Agreements set forth above are ancillary to an
otherwise enforceable agreement and supported by independent,
valuable consideration as required by TEX. BUS. & COM. CODE
XXX. ss.15.50. The Employee further acknowledges and agrees
that the limitations as to time, geographical area, and scope
of activity to be restrained are reasonable and acceptable to
the Employee and do not impose any greater restraint than is
reasonably necessary to protect the goodwill and other
business interests of the Company. The Employee further agrees
that if, at some later date, a court of competent jurisdiction
determines that these Agreements do not meet the criteria set
for in TEX. BUS. & COM. CODE XXX. ss.15.50(2), these
Agreements shall be reformed by the court, pursuant to TEX.
BUS. & COM. CODE XXX. ss.15.51(c), and enforced to the maximum
extent permitted under Texas law.
8. NON-INTERFERENCE. The Employee agrees that during the Lock Out Period,
the Employee shall not solicit or recruit, directly or by assisting others, any
other employees of the Company, nor shall the Employee contact or communicate
with any other employees of the Company for the purpose of inducing other
employees to terminate their employment with the Company. For purposes of this
covenant, "other employees" shall refer to employees who are actively employed
by, or doing business with, the employer at the time of the attempted recruiting
or hiring. The Employee acknowledges and agrees that these non-interference
agreements shall survive the termination of this Agreement and shall be fully
enforceable by the Company or its successor or assignee subsequent to the
termination of the Employee's employment, regardless of the reason for such
termination.
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9. PROPRIETARY DEVELOPMENTS. The Company and the Employee agree as
follows:
Employee agrees promptly to fully disclose and assign and does hereby assign to
the Company the entire right, title and interest throughout the world in and to
all inventions, improvements, discoveries, know-how, trade secrets, processes,
methods, designs, programs, machines, manufactures, compositions, apparatus or
other products ("Inventions"), whether or not patentable, made or conceived or
discovered or developed or reduced to practice, solely or jointly, by Employee
during his term and in the scope of his employment with the Company:
During working time chargeable to the Company, which relate in any manner to the
Company's field of business interest or are suggested by or to Employee or
result directly from work performed by Employee for the Company or are made by
the use of the Company's facilities, supplies, materials, equipment or
Confidential Information; or
While on or partially on the Company's time, regardless of the nature of the
Invention.
Employee acknowledges that all Inventions which are made by Employee (solely or
jointly with others) within the scope of and during the term of this Agreement
are "works made for hire" (to the greatest extent permitted by applicable law)
for which Employee is compensated by the fees paid hereunder, but that, in the
event any such Invention is deemed not to be a work made for hire, Employee
hereby assigns all rights in such Invention to the Company.
Employee has attached hereto, as Schedule B, a list describing with
particularity all inventions, original works of authorship, developments,
improvements, and trade secrets which were created or owned by Employee prior to
the date of this Agreement (collectively referred to as "Prior Inventions"),
which belong solely to Employee or belong to Employee jointly with another,
which relate in any way to any of the Company's proposed businesses, products or
research and development, and which are not assigned to the Company hereunder;
or, if no such list is attached, Employee represents that there are no such
Prior Inventions. If, in the course of Employee's employment, Employee
incorporates into a Company product, process or machine a Prior Invention owned
by Employee or in which Employee has an interest, Employee hereby grants the
Company, and the Company shall have, a non-exclusive, irrevocable, perpetual,
worldwide license to make, have made, copy, modify, make derivative works of,
use, sell and otherwise distribute such Prior Invention as part of or in
connection with such product, process or machine.
Employee will cooperate with the Company in all lawful ways in order to carry
into effect the provisions of this Section, including the execution of any
papers or documents deemed by the Company to be desirable or necessary to enable
the Company to apply for, secure, maintain and enforce patent or copyright
protection thereon in the United States of America and in foreign countries
including, but not limited to applications, assignments and other legal
instruments and providing testimony. Employee shall not receive any additional
compensation for such cooperation.
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10. WARRANTY BY THE EMPLOYEE. The Employee represents and warrants that he
is free to execute this Agreement and that his performance of all terms under
this Agreement will not result in a breach of any duty owed by the Employee to
another, under contract or otherwise, or violate any confidence of another. The
Employee warrants that he has executed no prior non-competition, non-disclosure
or confidentiality agreements that would in any way interfere with his
employment by the Company.
11. NOTIFICATION AUTHORIZED. Employee agrees that Company may notify any
future employer of Employee of the restrictions contained herein.
12. ARBITRATION. The Company and the Employee agree as follows:
a. Any claim or controversy arising out of or relating
to this Agreement, or any breach of this Agreement, shall be
settled by final and binding arbitration in Xxxxxxxxxx County,
Texas, in accordance with the Commercial Arbitration Rules of
the American Arbitration Association in effect on the date the
claim or controversy arises. The Employee and the Company
agree that either party must request arbitration of any claim
or controversy within sixty (60) days of the date the claim or
controversy first arises, by giving written notice of the
party's request for arbitration ("Arbitration Notice").
Failure to effectively communicate the Arbitration Notice
within the time limitation set forth in this section shall
constitute a waiver of the claim or controversy.
b. In the event that any dispute arising under this
Agreement concerns any payment required to be made under any
provision of this Agreement, both parties agree that the party
that has allegedly not made the payment shall deposit the
amount of the disputed payment in an interest-bearing account
with a financial institution acceptable to the other party
within five (5) days after either party effectively
communicates its Arbitration Notice. In the event that any
dispute arising under this Agreement concerns the amount of
any payment required to be made under any provision of this
Agreement, both parties agree that the party that has
allegedly not made the payment shall pay the undisputed
portion of the payment to the other party and deposit the
disputed portion of the payment in an interest bearing account
with a financial institution acceptable to the other party
within five (5) days after either party effectively
communicates its Arbitration Notice.
c. All claims or controversies subject to arbitration
under this Agreement shall be submitted to an arbitration
hearing within thirty (30) days after the Arbitration Notice
is communicated. All claims or controversies shall be resolved
by a panel of three (3) arbitrators selected in accordance
with the applicable Commercial Arbitration Rules. Either party
may request that the arbitration proceeding be steno
graphically recorded by a certified shorthand reporter. The
arbitrators shall issue a written decision with respect to
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all claims or controversies submitted under this section
within thirty (30) days after the completion of the
arbitration hearing. The parties are entitled to be
represented by legal counsel of any arbitration hearing, and
each party shall be responsible for its own attorneys' fees.
The parties agree that the arbitrators shall have the
authority to charge the costs of the arbitration proceeding
against the non-prevailing party. Otherwise, the parties agree
to pay one-half (1/2) of the costs of the arbitration
proceeding.
d. The parties agree that either party may specifically
enforce this section, and submission to arbitration may be
compelled by any court of competent jurisdiction. The parties
further acknowledge and agree that the decision of the
arbitrators may be specifically enforced by either party in
any court of competent jurisdiction.
e. The parties acknowledge and agree that,
notwithstanding the provisions of this section, nothing in
this Agreement shall be construed to require the arbitration
of any claim arising out of or relating to the Non-Disclosure,
Non-Competition or Non-Interference provisions set forth in
this Agreement. These provisions shall be enforceable by any
Court of competent jurisdiction and shall not be subject to
arbitration under this section. Further, the parties agree
that nothing in this Agreement shall be construed to require
the arbitration of any claim or controversy arising out of a
claim for unemployment compensation or a claim for workers'
compensation (although any claim asserted pursuant to TEX.
LABOR CODE ss. 451 or any successor provision shall be subject
to arbitration).
13. RULES OF CONSTRUCTION. The following provisions shall govern the
interpretation and enforcement of this Agreement:
a. Payroll Deductions. The Employee understands and
agrees that, with respect to any compensation or benefits
required to be paid under this Agreement, the Company is
authorized to withhold any amounts from such compensation
required by federal, state, or local law.
b. Remedies. The Employee understands and agrees that,
in the event that the Employee violates any of the
Non-Disclosure, Non-Competition or Non-Interference provisions
set forth in this Agreement, the Company will suffer immediate
and irreparable harm which cannot be accurately calculated in
monetary damages. Consequently, the Employee acknowledges and
agrees that the Company shall be entitled to immediate
injunctive relief, either by temporary or permanent injunction
without the necessity of posting bond, to prevent such a
violation. The Employee acknowledges and agrees that this
injunctive relief shall be in addition to any other legal or
equitable relief to which the Company would be entitled.
c. Severability. The parties acknowledge and agree that
each provision of this Agreement shall be enforceable
independently of every other provision. Furthermore, the
parties acknowledge and agree that, in the event any provision
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of this Agreement is determined to be unenforceable for any
reason, the remaining covenants and/or provisions will remain
effective, binding, and enforceable. In the event that any
provision of this Agreement is determined to be unenforceable
for any reason, the parties agree to substitute a comparable
provision dealing with the same subject matter as the
unenforceable provisions, which approximate the effect and
intent of the unenforceable provision to the maximum extent
permissible under applicable law.
d. Waiver. The parties acknowledge and agree that the
failure of either party to enforce any provision of this
Agreement shall not constitute a waiver of that particular
provision or of any other provisions of this Agreement.
e. Choice of Law. The parties acknowledge and agree that
the law of Texas will govern the validity, interpretation, and
effect of this Agreement and dispute relating to, or arising
out of, the employment relationship between the Company and
the Employee.
f. Modification. The parties acknowledge and agree that
this Agreement constitutes the complete and entire agreement
between them, that the parties have executed this Agreement
based upon the express terms and provisions set forth herein,
that the parties have not relied on any representations, oral
or written, which are not set forth in this Agreement, that no
previous agreement, either oral or written, shall have any
effect on the terms or provisions of this Agreement, and that
all previous agreements, either oral or written, are expressly
superseded and revoked by this Agreement. In addition, the
parties acknowledge and agree that the provisions of this
Agreement may not be modified by any subsequent agreement
unless the modifying agreement (i) is in writing, (ii)
contains an express provision referencing this Agreement,
(iii) is signed by the Employee, (iv) is signed by an
authorized representative of the Company, and (v) is approved
by the Board of Directors of the Company.
g. Execution. The parties agree that this Agreement may
be executed in multiple counterparts, each of which shall be
deemed an Original for all purposes.
h. Headings. The parties agree that the subject headings
set forth at the beginning of each section in this Agreement
are provided for each of reference only, and shall not be
utilized for any purpose in connection with the construction,
interpretation, or enforcement of this Agreement.
14. LEGAL CONSULTATION. The parties acknowledge and agree that both
parties have been afforded a reasonable opportunity to review this Agreement
with legal counsel prior to executing the agreement.
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15. NOTICES. The parties acknowledge and agree that any and all Notices
required to be delivered under the terms of this Agreement shall be forwarded by
personal delivery or certified U.S. mail. Notices shall be deemed to be
communicated and effective on the date they are personally delivered or three
(3) days after the date such Notices are deposited (postage pre-paid) in the
U.S. Mail. Such Notices shall be addressed as follows:
To the Employee: To the Company:
--------------- --------------
R. Xxxx Xxxxxxxxxx Epic Energy Resources, Inc.
00 Xxxx Xxxx 00000 Xxx Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxx, Xxxxxxx 00000 Xxx Xxxxxxxxx, XX 00000
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EXECUTED on this 1st day of September, 2007.
EMPLOYEE
/s/ R. Xxxx Xxxxxxxxxx
--------------------------------
Print Name: R. Xxxx Xxxxxxxxxx
EPIC ENERGY RESOURCES, INC.
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Title: President
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SCHEDULE A
Teaching
Carbon Blue Energy, LLC
Zimpac, LLC
15
