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EXHIBIT 10.6
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT
This Employment and Confidentiality Agreement (the "Agreement") is made
and entered into as of August 30, 1999 (the "Effective Date") by and between
Xxxxxxx Xxxxx ("Employee") and Tejas Securities Group, Inc. (the "Company").
WHEREAS the Company and Employee have decided to reflect the terms of
Employee's employment with the Company in a written document and which shall
govern the material terms of Employee's employment by the Company. In addition
to the terms of this Agreement, Employee shall be subject to certain policies
and procedures published by the Company, or made known to Employee from time to
time. Such policies and procedures are incorporated within this Agreement as if
fully set forth herein.
NOW THEREFORE, in consideration of the premises and mutual agreements
hereafter set forth, and upon the terms and conditions contained in this
Agreement, Employee and the Company hereby agree as follows:
1. Conditions of Employment.
1.1. Compliance with Company Policies.
Employee shall be subject to the policies and procedures enacted
by the Company from time to time and made known to Employee either
through publication or by direct discussion with Employee.
1.2. Compliance with Applicable Rules and Regulations.
Employee shall be subject to all of the Rules and Regulations of
the Securities and Exchange Commission and the National Association of
Securities
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Dealers and the Company reserves the right to terminate Employee
should he/she not remain compliant with these Rules and Regulations.
1.3. Other Business Interests.
Employee shall not be employed by or receive any other employment
compensation from any other person or entity except as may be agreed
to by the Company in writing. All revenues generated from Employee's
efforts shall at all times belong to the Company unless otherwise
agreed to pursuant to written agreement between Company and Employee.
1.4. Term and Termination.
Employee's employment with the Company shall be "at will" and may
be terminated by either Employee or Company at any time and for any or
no particular reason or cause with or without advance notice to the
other.
2. Duties, Compensation and Benefits.
2.1. Title.
Chief Operating Officer.
2.2. Capacity.
Employee shall serve as an employee of the Company and shall
perform such customary, appropriate and reasonable duties as are
performed by an employee as may be delegated to Employee by the Board
of Directors of the Company (the "Board").
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2.3. Schedule.
Employee shall be employed on a full time basis and shall devote
all of his/her working time, intentions and energies to the Company.
Employee shall at all times perform his/her duties and obligations
faithfully, diligently and to the best of their abilities.
2.4. Salary.
During employment with the Company, Employee shall be paid
$16,666 per month for each month of employment in accordance with the
Company's standard payroll practice. Salary shall be subject to annual
review and adjustment at the discretion of the Board or any committee
or individual appointed by the Board to perform such function.
2.5. Bonus.
Employee shall receive a signing bonus of $25,000. In addition,
Employee shall receive a minimum annual bonus of $200,000 for the
years-ended 1999 and 2000. For the years-ended 2001, 2002 and 2003,
Employee shall receive a minimum bonus of $50,000. The minimum bonus
for 2001, 2002 and 2003 will be paid to the Employee even if the
Employee is terminated or
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terminates his/her employment. However the minimum bonus upon
termination is contingent upon the execution of a consulting
arrangement between the Employee and Company, whereby the Company
guarantees a fee of at least $1,000 per day for each day of
consultation. If Employee is terminated or terminates his/her
employment prior to the December 31, 2000, he/she shall not be
entitled to any bonus. If Employee is terminated or terminates his/her
employment after December 31, 2000 and does not negotiate a consulting
arrangement with the Company with a minimum fee of $1,000 per day,
Employee shall not be entitled to any bonus.
2.6. Stock Options.
Employee shall have the right to purchase 620,625 shares of the
Westech's common stock for $0.40 per share. This option is vested upon
Employee immediately and expires five (5) years from the date of its
issuance. In addition, Employee shall have the right to purchase
250,000 shares of Westech's common stock for $2 per share. This option
is vested in accordance with Westech's option plan.
2.7. Business Expenses.
The Company shall reimburse Employee for reasonable business
expenses necessarily and appropriately incurred by Employee in
performing his/her duties hereunder in accordance with such policies
and procedures regarding employee expenses as the Company may from
time to time put in effect.
2.8. Benefits.
In addition to salary, bonuses and stock options, Employee shall
be entitled to participate in any Employee benefit program established
from time to time for employees of the Company as determined by
eligibility requirements established by the Company or such employee
benefit programs.
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2.9. Holiday and Vacation.
Employee shall be entitled to all holidays provided under the
Company's regular holiday schedule published from time to time by
Company. In addition, Employee shall be entitled to vacation time in
accordance with the policies established by the Company from time to
time.
3. Confidential Information.
Employee understands and agrees that in connection with the
performance of their obligations and duties, Employee has and will
receive certain proprietary, confidential or other information
concerning the Company that the Company regards as highly
confidential. In addition, Employee acknowledges and agrees that
he/she will receive special and important training in regard to the
performance of the business activities. The information provided to
Employee may include, without limitation or designation as such,
business strategies, terms of contracts and business relationships,
pricing information and other information that is not generally known
to the public. Employee acknowledges and agrees that all such
information, including information obtained through special training
by the Company, is and will at all times remain the sole and exclusive
property of the Company. Employee acknowledges and agrees that they
will, during the term of their employment with the Company and at all
times thereafter hold such information in confidence and not disclose
any such information to any third party except as authorized in
advance in writing by the
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Company or directly in connection with the performance of the
employees obligations hereunder. In the event of the termination of
Employee's employment with the Company, Employee shall promptly return
all confidential and propriety information in Employee's possession to
the Company. Employee agrees that notwithstanding the termination of
the employee's employment relationship with the Company that his/her
agreement to keep the Company's confidential and proprietary business
information confidential will survive the termination of such
employment relationship.
In addition, Employee agrees and understands that the damages
which will be incurred by the Company as a result of the breach of
this confidentiality provision are incalculable. Employee agrees that
in addition to any remedy available to the Company provided by law,
that Company will be entitled to injunctive relief, including but not
limited to obtaining such temporary orders of the Court as may be
necessary and appropriate in order to enforce this provision.
4. Miscellaneous.
4.1. Successors and Assigns.
This Agreement shall be bind on and inure to the benefit of the
parties hereto and their heirs, executors, legal representatives and
successors. This Agreement may not be assigned, in whole or in part,
without the prior written agreement of both parties hereto, except
with respect to the confidentiality
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provisions contained in paragraph 3 hereof. Any attempt to assign the
provisions of this Agreement (except for paragraph 3) shall be null
and void.
4.2. Withholding.
Employee hereby agrees to make appropriate arrangements with the
Company for the satisfaction of all federal, state or local income tax
withholding requirements and other federal, social security, employee
tax requirements applicable to this Agreement.
4.3. Governing Law.
This Agreement is made and entered into and is to be governed by
and construed in accordance with the laws of the State of Texas
applicable to agreements made and to be performed entirely within such
state, without regard of the conflict of law principals for any such
state. Employee agrees that there are sufficient contacts within the
State of Texas to enforce this provision.
4.4. Waiver.
The failure of either party at any time to require a performance
by the other party of any provision hereof shall not effect in any way
the full right to require such performance at any time thereafter nor
shall a waiver by either party of a breach of any provision hereof be
taken or held to be a continuing waiver of such provision or a waiver
of any other breach under any other provision of this Agreement.
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4.5. Caption.
The captions of the sections which are referenced above are
inserted as a matter of convenience only and are in no way to define,
limit or describe the scope of this Agreement or provisions hereof.
4.6. Entire Agreement/Interpretation.
This Agreement sets forth the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof
and supercedes all prior contracts, agreements, arrangements,
communications, discussions, representations and warranties, whether
oral or written, between the parties with respect to the subject
matter. This Agreement may be amended only by a written instrument
signed by both parties hereto making specific reference to this
Agreement and express a plan or intention to modify it. The parties
acknowledge that this Agreement has been drafted through mutual
efforts of the parties and that it shall not be construed more harshly
against any party hereto.
4.7. Counterpart.
This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and all of which together
shall constitute on and the same agreement.
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In witness whereof the parties hereto have executed this Employment
Agreement as of the date first written above.
TEJAS SECURITIES GROUP, INC.
By: /s/ Xxx X. Van Ert
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Xxx X. Van Ert, President
EMPLOYEE
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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