Exhibit 10.3
EMPLOYMENT CONTRACT
THIS AGREEMENT made effective the 20th day of February 2003.
BETWEEN:
MAVERICK TUBE CORPORATION
(hereinafter referred to as the "Company")
- and -
XXX XXXXX
(hereinafter referred to as the "Executive")
WHEREAS Company is desirous of engaging the services of the Executive on
the terms and conditions hereinafter set forth;
NOW THEREFORE in consideration of the premises hereof and of the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties, the parties hereby agree as follows:
ARTICLE 1
RECITALS
The parties agree, and represent and warrant to each other, that the above
recitals are true and accurate and are incorporated herein by reference.
ARTICLE 2
EMPLOYMNET SERVICES
The Company hereby employs the Executive, and the Executive hereby accepts
employment with the Company, upon the terms and conditions set forth in this
Agreement. The Executive will be employed as Chief Operating Officer ("COO") and
Executive Vice President of the Company. Executive shall directly report to and
have such duties as are assigned or delegated by the Chief Executive Officer
("CEO") of Company. The Employee will devote his full business time, attention,
skill, and energy to the business of Company, will use his best efforts to
promote the success of the business of the Company, and will cooperate fully
with the Board of Directors ("Board") and Company in the advancement of the best
interests of the Company.
Executive will become President of Company on or before September 17, 2006
contingent upon his continued employment, acceptable performance of duties and
approval of the Company's Board.
Executive agrees to observe and comply with the rules and regulations of the
Company respecting the performance of Executive's duties and agrees to carry out
and perform orders, directions, and policies of the Company as they may be, from
time to time, stated in writing. The Company agrees that the duties which may be
assigned to Executive shall be reasonable, usual and customary duties of the
office or position to which Executive will from time to time be appointed ore
elected and shall not be inconsistent with the provisions of the charter
documents of the Company or applicable law. In addition to his duties for the
Company, Executive may from time to time, serve without additional compensation,
in such positions and capacities with any of the Company's affiliates and
subsidiaries and may be determined to be in the best interest of the Company.
Executive shall have such corporate power and authority as shall reasonably be
required to enable Executive to perform the duties required in any office that
may be held.
ARTICLE 3
TERM
The Executive's employment under this Agreement ("Employment Period") will
commence on March 17, 2003 (the "Effective Date"). Employment will continue,
subject to earlier termination pursuant to the provisions of Article 5, through
and including March 16, 2008 (the "Employment Period Termination Date"). If this
Agreement shall terminate without an extension, then upon termination, Executive
may continue his employment with the Company, however he shall become an
Employee at will and, except for those Sections that may survive this Agreement,
the remaining terms and provisions shall no longer be of force and effect.
ARTICLE 4
COMPENSATION
(a) Signing Bonus. Upon execution of this Agreement, to the Executive shall
be entitled to a one time "Signing Bonus" in the sum of Two Hundred Thousand
Dollars ($200,000). Payment shall be made to Executive in one lump sum on the
earlier of March 17, 2003, or the first date of his employment with the Company.
(b) Base Salary. During the Employment Period, the Company will pay the
Executive a base salary of Three Hundred Thousand Dollars ($300,000) per year
(the "Base Salary"). The Base Salary will be payable in equal periodic
installments according to the Employer's customary payroll practices which is
currently every 2 weeks, but no less frequently than monthly.
(c) Periodic Review. The Board shall review Executive' Base Salary on or
about August 17, 2003 and following such review the Company may in his
discretion increase (but shall not be required to increase) the Base Salary.
Thereafter, the Board shall review Executive' Base Salary and Additional
Benefits (as defined below) then being paid to Executive not less frequently
than every 12 months beginning December 31, 2003. Following such review the
Company may in its discretion increase (but shall not be required to increase)
the Base Salary or any other benefits, but may not decrease the Base Salary
during the term of the Agreement.
(d) Bonus. In addition to subsection (a) above, Executive shall be entitled
to participate in the Company's bonus, incentive compensation and similar
programs generally available to the executive officers of the Company. The
Executive currently has the opportunity to earn a bonus pursuant to the "Annual
Bonus Plan" allowing for a payment of a maximum of 60% of Base Salary, if the
Company meets its' earnings per share target of $.78 per share. Executive shall
have the additional opportunity to earn a maximum of 20% of Base Salary as an
"over-achievement" bonus, if the Company meets its' over-achievement earnings
per share target of $.94 per share. The annual executive Annual Bonus Plan is
subject to the annual review and the approval of the Board's Compensation
Committee.
(e) Stock Options. The Compensation Committee of the Board, pursuant to the
Company's current Stock Option Plan and having the ------------- Company's
shareholders approval of the granting of a certain number of common stock
options, has granted to Executive options to purchase 125,000 shares of the
Company's common stock (the "Options") at a purchase price equal to the closing
price of the Company's common stock on the New York Stock Exchange (or, if not
listed on such exchange, on a nationally recognized exchange or quotation system
on which trading volume in the Company's stock is the highest) on the business
day immediately preceding the date of the execution of this Agreement. The above
Options shall vest upon Executive commencing his employment with the Company.
Executive may commence exercising the Options in the amounts and on the dates as
follows: (i) 41,666.66 of the Options may be exercised on Xxxxx 00, 0000, (xx)
41,666.66 of the Options may be exercised on March 17, 2005, and (iii) 41,666.66
of the Options may be exercised on March 17, 2006. All Options must be exercised
by Executive within 10 years of the anniversary date of the execution of this
Agreement or the Options will terminate.
(f) Benefits. The Executive and/or his family will, during the Employment
Period, be permitted to participate in such pension, profit sharing, 401(k),
life insurance, hospitalization, major medical, and other employee benefit
plans, other than bonus plans, of the Company that may be in effect from time to
time and are generally available to employees of the Company, to the extent the
Executive is eligible under the terms of those plans (collectively, the
"Benefits").
(g) Vacation and Holidays. The Executive will be entitled to paid vacation
each fiscal year of Company in accordance with the vacation policies of the
Company in effect for its executive employees from time to time, provided that
the Executive shall be entitled to no less than 4 weeks of vacation each such
fiscal year. Vacation must be taken by the Executive at such time or times as
approved by the CEO of the Company. The Executive will also be entitled to the
paid holidays and other paid leave set forth in the Company's policies. Vacation
days and holidays during any fiscal year of the Company that are not used by the
Executive during such fiscal year may not be used in any subsequent fiscal year
of the Executive.
(h) Reimbursement of Business Expenses. During the Employment Period,
except as specifically otherwise provided in this Agreement, the Company will
pay directly, or reimburse the Executive for, all items of reasonable and
necessary business expenses if such expenses are incurred by the Executive in
the interest of the business of the Company. All such expenses paid by the
Executive will be reimbursed by the Company upon presentation by the Executive,
from time to time (but not less than quarterly), of an itemized account of such
expenditures in accordance with the Company's policy for verifying such
expenditures.
(i) Automobile Allowance. During the Employment Period, The Executive shall
receive an automobile allowance from the Company in the amount of $800 per
month, or in such sum amount as the Company from time to time may determine. In
lieu of an automobile allowance, at the Company's option, it may make available
an automobile for Executive's use. The Company shall be responsible for payment
of the automobile's insurance. Executive shall be responsible for maintenance
and all nonbusiness related cost of operating the automobile.
(j) Club Membership Dues Allowance. The Executive shall receive a Company
membership in a golf or athletic club. If a Company membership is not available,
Executive may chose a golf or athletic club of Executive's choice and be
reimbursed in an amount, not to exceed, $7,500 as membership initiation fee and
an amount, not to exceed, $375 per month toward dues, or in such amounts as the
Company may determine from time to time. Within 30 days of termination of
employment, the Executive shall be required to either assign Executive's
membership to the Company or reimburse the Company in the amount of membership
initiation fee.
(k) Life Insurance. Company shall supply Executive with term life insurance
in an amount equal to 60% of the premium to secure term life insurance for
Executive paying a death benefit of $750,000.
(l) Deferred Compensation Contribution. The Company shall amend its'
existing "Maverick Tube Corporation Senior Executive Deferred Compensation Plan"
to allow for the participation of Executive in the plan. Subject to approval of
the Board's Compensation Committee, for the term of this Agreement the Company
will annually contribute the amount of $30,000 to Executive Compensation
Account.
ARTICLE 5
TERMINATION PROVISIONS
5. TERMINATION
5.1 EVENTS OF TERMINATION
The Employment Period and the Executive's Base Salary and Benefits, and any
and all other rights of the Executive under this Agreement or otherwise as an
Executive of the Company will terminate (except as otherwise provided in this
Article 5):
(a) Death. Automatically upon the death of the Executive;
(b) Disability. Upon the determination by the Company, in good faith, that
the Disability of the Executive (as herein defined) has occurred, such
termination to be effective immediately upon notice from the Company to the
Executive; for purposes of this Agreement, "Disability of the Executive" shall
mean the absence of the Executive, or the Executive's inability to fulfill his
duties with the Company on a full time basis, for a period of 180 days during
any 12 month period as a result of incapacity due to mental or physical illness
as determined by a physician selected by the Company or its insurers and
acceptable to Executive or Executive's legal representative (such consent not to
be unreasonably withheld);
(c) Termination for Cause. Immediately upon notice from the Company to the
Executive, or at such later time as such notice may specify; for purposes of
this Agreement, "Cause" means: (a) the Executive's material breach of this
Agreement; (b) the Executive's failure to adhere to any written Company policy
if the Executive has been given a reasonable opportunity to comply with such
policy or cure his failure to comply; (c) the appropriation (or attempted
appropriation) of a material business opportunity of the Company, including
attempting to secure or securing any personal profit in connection with any
transaction entered into on behalf of the Company; (d) the misappropriation (or
attempted misappropriation) of any of the Company's funds or property; or (e)
the conviction of, the indictment for, criminal charging of (or its procedural
equivalent), or the entering of a guilty plea or plea of no contest with respect
to, a felony, the equivalent thereof, or any other crime with respect to which
imprisonment is a possible punishment or a misdemeanor involving moral
turpitude;
(d) Good Reason. Upon not less than thirty days' prior notice from the
Executive to the Company; for purposes of this Agreement, "Good Reason" the
following: (i) any action by the Company which results in a significant
reduction in Executive's position, authority, duties or responsibilities,
including for this purpose any material change in Executive primary employment
location from the St. Louis metropolitan area; (ii) any reduction in the
compensation payable to Executive not agreed to in writing by Executive, which
reduction shall be deemed to occur if there is (A) a reduction in Executive's
then current Base Salary or (B) a material reduction in Executive's ability to
participate in employee benefit plans, receive expense reimbursement, receive
other fringe benefits, receive office an support staff, or receive paid
vacation; (iii) the material breach of any of the Company's obligations under
this Agreement without Executive's written consent; or (vi) a change of control
of the Company as defined in that certain Severance Agreement between Executive
and Company executed of even date.
(e) Without Cause. By the Company without Cause, at any time upon notice to
the Executive for any reason other than those events set forth in subsections
(a) - (d) above.
5.2 PAYMENT ON TERMINATION
(a) Effective upon the termination of the Executive's employment under this
Agreement pursuant to Section 5.1, the Company will be obligated to pay the
Executive (or, in the event of Executive's death, Executive's designated
beneficiary as defined in Section 5.2(b) below) only such compensation as is
provided in this Section 5.2, and in lieu of all other amounts and in settlement
and complete release of all claims the Executive may have against the Company.
(i) Termination upon Death. If the Executive's employment under this
Agreement is terminated because of the Executive's death, the Executive will be
entitled to receive, and the Company will pay the Executive, his Base Salary
through the date on which his death occurs.
(ii) Termination upon Disability. If the Company terminates the Executive's
employment under this Agreement as a result of the Executive's disability, the
Executive will be entitled to receive, and Company will pay the Executive, his
Base Salary through the date on which such termination is effective.
(iii) Termination by the Company for Cause. If the Company terminates the
employment of the Executive under this Agreement for Cause, the Executive will
be entitled to receive, and the Company will pay the Executive, his Base Salary
only through the date on which such termination is effective.
(iv) Termination by the Executive for Good Reason. If the Executive
terminates his employment under this Agreement for Good Reason as described in
Section 4.1(d) of this Agreement, the Executive will be entitled to receive, and
the Company will pay the Executive, the Executive's Base Salary through the date
on which such termination is effective plus an amount equal to that provided for
in Section 3 of the Severance Agreement entered into between the parties of even
date.
(v) Voluntary Termination. If the Executive voluntarily terminates his
employment with the Company. the Executive will be entitled to receive, and the
Company will pay the Executive, the Executive's Base Salary through the date on
which such termination is effective.
(vi) Termination not for Cause. If the Company terminates the Executive for
any reason other than a termination pursuant to Section 5.1(a) for death, a
termination under Section 5.1(b) for disability, or a termination under Section
5.1(c) for Cause, or Section 5.1 (d) Good Reason, the Executive will be entitled
to receive, and the Company will pay to the Executive, the Executive's Base
Salary through the date on which such termination is effective plus an amount
equal to the Executive's Base Salary (as determined on the date on which such
termination is effective) from the date following the date on which such
termination is effective through the date which is the second anniversary of the
Effective Date.
(b) The Executive's accrual of, or participation in plans providing for,
the Benefits will cease at the effective date of the termination of this
Agreement, and the Executive will be entitled to accrued Benefits pursuant to
such plans only as provided in such plans. The Executive will not receive, as
part of his termination pay pursuant to this Section 5.2, any payment or other
compensation for any vacation, holiday, sick leave, or other leave unused on the
date the notice of termination is given under this Agreement.
(c) For purposes of this Section 5.2, the Executive's designated
beneficiary will be such individual beneficiary or trust, located at such
address, as the Executive may designate by notice to the Company from time to
time or, if the Executive fails to give notice to the Company of such a
beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the
Company will have no duty, in any circumstances, to attempt to open an estate on
behalf of the Executive, to determine whether any beneficiary designated by the
Executive is alive or to ascertain the address of any such beneficiary, to
determine the existence of any trust, to determine whether any person or entity
purporting to act as the Executive's personal representative (or the trustee of
a trust established by the Executive) is duly authorized to act in that
capacity, or to locate or attempt to locate any beneficiary, personal
representative, or trustee. This Agreement and all obligations hereunder shall
terminate upon the earliest to occur of any of the following: the Employment
Period Termination Date (March 16, 2007); or Death or Disability; or Voluntary
Termination; or Termination for Just Cause.
ARTICLE 6
CONFIDENTIALITY AND USE OF INFORMATION
Executive acknowledges that: (i) during the term hereof and as a part of
his employment, Executive will be afforded access to Confidential Information
(as herein defined); (ii) disclosure of such Confidential Information could have
an adverse effect on the Company and its businesses; (iii) the Company has
required that Executive make the covenants in this Article 6 as a condition to
his employment with the Company; and (iv) the provisions of this Article 6 are
reasonable and necessary to prevent the improper use or disclosure of
Confidential Information. In consideration of the compensation and benefits to
be paid or provided to Executive by the Company under this Agreement, Executive
covenants as follows:
(a) During and following his employment with the Company, Executive will
hold in confidence the Confidential Information and will not disclose it to any
non-Company person except (1) is and to the extent required by court order,
subpoena or other lawful order of a governmental authority, (2) with the
specific prior written consent of the Company or (3) except as otherwise
expressly permitted by the terms of this Agreement.
(b) Any trade secrets of the Company will be entitled to all of the
protections and benefits of all applicable law. If any information that the
Company deems to be a trade secret is found by a court of competent jurisdiction
not to be a trade secret for purposes of this Agreement, such information will,
nevertheless, be considered Confidential Information for purposes of this
Agreement. To the extent permitted by law, Executive hereby waives any
requirement that the Company submit proof of the economic value of any trade
secret or post a bond or other security.
(c) None of the foregoing obligations and restrictions apply to any part of
the Confidential Information and Executive demonstrates was or became generally
available to the public other than as a result of a disclosure by Executive in
violation of this Article 6.
(d) Executive will not remove from the Company's premises (except to the
extent such removal is for purposes of the performance of Executive's duties at
home or while traveling, or except as otherwise specifically authorized by the
Company) any document, record, notebook, plan, model, component, device, or
computer software or code, whether embodied in a disk or in any other form
(collectively, the "Proprietary Items"). Executive recognizes that, as between
the Company and Executive, all of the Proprietary Items, whether or not
developed by Executive, are the exclusive property of the Company. Upon
termination of this Agreement by either party, or upon the request of the
Company, Executive will return to the Company all of the Proprietary Items in
Executive's possession or subject to Executive's control, and Executive shall
not retain any copies, abstracts, sketches, or other physical embodiment of any
of the Proprietary Items. As used herein, the term "Confidential Information"
means any and all trade secrets concerning the business and affairs of the
Company, product specifications, data, know how, formula, compositions,
processes, designs, sketches, photographs, graphs, drawings, samples, inventions
and ideas, past, current and planned, research and development, current and
planned manufacturing or distribution methods and processes, customer lists,
current and anticipated customer requirements, price lists, market studies,
business plans, computer software and programs (including object code and source
code), computer software and data base technology, systems, structures and
architectures, inventions, discoveries, concepts, ideas, designs, methods and
information, however documented, projected sales, capital spending, budgets and
plans, the names and backgrounds of key personnel, personal training and
techniques and material and all similar information of the type that would
generally be deemed proprietary in nature. Executive acknowledges that the
details of this Employment Contract may create sensitivities with other
Executives of the Company. As such, the Executive will use reasonable best
efforts to contain disclosure of this Agreement to others on a need-to-know
basis.
ARTICLE 7
NON-COMPETITION AND NON-INTERFERENCE
Executive acknowledges that: (i) the services to be performed by him under this
Agreement are of a special, unique and intellectual character; (ii) the
Company's business is international in scope and its products are marketed
throughout the world (iii) the Company competes with other businesses that are
or could be located in any part of the world; (iv) the Company has required that
Executive make the covenants set forth in this Article 7 as a condition to
Executive's employment by the Company; and (v) the provisions of this Section 7
are reasonable and necessary to protect the Company's business. In consideration
of the acknowledgment by Executive, and in consideration of the compensation and
benefits to be paid or provided to Executive by the Company, Executive covenants
that he will not, directly or indirectly: during term of this employment with
the Company (the "Employment Period"), except in the course of his employment
hereunder, and during the Post-Employment Period (defined below), engage or
invest in, own, manage, operate, finance, control, or participate in the
ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend Executive's name or any
similar name to, lend Executive's credit to or render services or advice to, any
business whose products or activities "compete to any significant extent" (as
hereinafter defined) in whole or in part with the products or activities of the
Company anywhere within the United States (the phase "compete to any significant
extent" means that the products or activities constitute or are anticipated to
constitute, as of the date of terminations of Executive's employment, 15% of the
revenues of the Company); provided, however, that Executive may purchase or
otherwise acquire up to (but not more than) one percent of any class of
securities of any enterprise (but without otherwise participating in the
activities of such enterprise) is such securities are listed on any country's
national or regional securities exchange or have been registered under Section
12(g) of the United States Securities Exchange Act of 1934; whether for
Executive's own account or for the account of any other person, at any time
during the Employment Period and the Post-Employment Period, solicit business of
the same or similar type being carried on by the Company, from any person known
by Executive to be a customer of the Company, whether or not Executive had
personal contact with such person during and by reason of the Executive's
employment with the Company, whether for Executive's own account or the account
of any other person at any time during the Employment Period and the
Post-Employment Period, solicit, employ, or otherwise engage as an Executive,
independent contractor, or otherwise, any person who is or was an Executive of
the Company at any time during the Employment Period or in any manner induce or
attempt to induce any Executive of the Company to terminate his employment with
the Company; or (ii) at any time during the Employment Period and the
Post-Employment Period, interfere with the Company's relationship with any
person, including any person who at any time during the Employment Period was an
Executive, contractor, supplier, or customer of the Company; or at any time
during the Employment Period and the Post-Employment Period, disparage the
Company or any of its shareholders, directors, officers, Executives, or agents.
For purposes of this Article 7, the term "Post-Employment Period" means the
two-year period beginning on the date of termination of Executive's employment
with the Company. If any covenant of this Article 7 is held to be unreasonable,
arbitrary, or against public policy, such covenant will be considered to be
divisible with respect to scope, time, and geographic area, and such lesser
scope, time, or geographic area, or all of the, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary, and not against
public policy, will be effective, binding, and enforceable against the
Executive.
The period of time applicable to any covenant in this Article 7 will be extended
by the duration of any violation by Executive of such covenant. Executive will,
while the covenant under this Article 7 is in effect, give notice to the
Company, within 20 days after accepting any other employment from a person who
competes to any significant extent, of the identity of such Company. The Company
may notify such Company that the Executive is bound by this Agreement and, at
the Company's election, furnish such Company with a copy of this Agreement or
relevant portions thereof.
ARTICLE 8
INJUNCTIVE RELIEF
Executive acknowledges that the injury that would be suffered by the Company as
a result of a breach of the provisions of this Agreement (including any
provision of Articles 6 and 7) would be irreparable and that an award of
monetary damages to the Company for such a breach would be an inadequate remedy.
Consequently, the Company will have the right, in addition to any other rights
it may have, to obtain injunctive relief to restrain any breach or threatened
breach or otherwise to specifically enforce any provision of this Agreement, and
the Company will not be obligated to post bond or other security in seeking such
relief. The covenants by Executive in Articles 6 and 7 are essential elements of
this Agreement, and without the Executive's agreement to comply with such
covenants, the Company would not have entered into this Agreement or employed
Executive. The Company and Executive have independently consulted their
respective counsel and have been advised in all respects concerning the
reasonableness and propriety of such covenants, with specific regard to the
nature of the business conducted by the Company. Executive's covenants in
Articles 6 and 7 are independent covenants and the existence of any claim by
Executive against the Company under this Agreement or otherwise, will not excuse
Executive's breach of any covenant in Articles 6 and 7. If Executive's
employment hereunder expires or is terminated, this Agreement will continue in
full force and effect as is necessary or appropriate to enforce the covenants
and agreements of the Executive in Articles 6 and 7. Executive represents and
warrants to the Company that the execution and delivery by Executive of this
Agreement do not, and the performance by Executive of Executive's obligations
hereunder will not, with or without the giving of notice or the passage of time,
or both: (a) violate any judgment, writ, injunction, or order of any court,
arbitrator, or governmental agency applicable to Executive; or (b) conflict
with, result in the breach of any provisions of or the termination of, or
constitute a default under, any agreement to which Executive is a party or by
which Executive is or may be bound.
ARTICLE 9
MISCELLANEOUS
(a) Waiver. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power, or privilege under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(i) no claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (ii) no waiver that may be given by
a party will be applicable except in the specific instance for which it is
given; and (iii) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement.
(b) Successors and Assigns. This Agreement shall inure to the benefit of,
and shall be binding upon, the parties hereto and their respective successors,
assigns, heirs, and legal representatives, including any entity with which the
Employer may merge or consolidate or to which all or substantially all of its
assets may be transferred. The duties and covenants of the Employee under this
Agreement, being personal, may not be delegated.
(c) Notices. All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly given
when (i) delivered by hand (with written confirmation of receipt), (ii) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (iii) one day after deposited
for overnight delivery with a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth such party's signature (or to such other addresses and
facsimile numbers as a party may designate by notice to the other parties).
(d) Entire Agreement; Amendments. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, between the
parties hereto or between the Employee and the Employer with respect to the
subject matter hereof and supersedes any prior agreement, undertakings,
commitments and practices relating to Employee's employment by the Employer.
This Agreement may not be amended orally, but only by an agreement in writing
signed by the parties hereto.
(e) Governing Law; Jurisdiction. This Agreement and the legal relations
between the parties will be governed by the laws of the State of Missouri
without regard to conflicts of laws principles and any court action arising out
of this Agreement shall be brought in any court of competent jurisdiction within
the State of Missouri, County of St. Louis.
(f) Section Headings; Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this Agreement unless otherwise specified.
All words used in this Agreement will be construed to be of such gender or
number as the circumstances require. Unless otherwise expressly provided, the
word "including" does not limit the preceding words or terms.
(g) Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
(h) Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
(i) Survival. Articles 6, 7 and 8 shall survive the termination of this
Agreement.
ARTICLE 10
ARBITRATION AND WAIVER OF JURY TRIAL
The parties irrevocably agree that any dispute, controversy, or claim arising
out of or relation to this Agreement, shall be submitted to the exclusive
jurisdiction of, and shall be settled by final and binding arbitration in
accordance with the American Arbitration Rules and Procedures, or other like
reputable arbitration association, to which the parties hereby submit
themselves, in accordance with the laws of the State of Missouri, except that
legal proceedings may be commenced in any applicable court to enforce rights
with respect to seeking injunctive relief pursuant to Article 8. The arbitration
shall be heard and determined by one (1) arbitrator selected by agreement of the
parties. Should the parties be unable to agree on an arbitrator within thirty 30
days for the date of first written notice of the dispute, the arbitrator shall
be appointed by the American Arbitration Association from a list of candidates
submitted by the parties. The place of arbitration shall be a location in the
St. Louis, Missouri metropolitan area. Any monetary award shall be deemed to be
an award and shall be payable without tax or deduction and may be lodge as a
judgment with any court of competent jurisdiction. The parties hereby exclude
any right of application or appeal to the federal or state courts or any other
court in connection with any question of law arising in the course of the
arbitration or out of the award, provided however, the prevailing party shall
have the right to petition any of such courts for the enforcement of any
arbitration award. THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY
LITIGATION WITH RESPECT TO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date set forth above.
EXECUTIVE: COMPANY:
MAVERICK TUBE CORPORATION
By: /s/ Xxx Xxxxx By: /s/ Xxxxx Xxxxxxxxx
----------------- ------------------------------------
Xxx Xxxxx Xxxxx Xxxxxxxxx, as
Chief Executive Officer
00000 Xxxxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxx 00000
