EXHIBIT 10.41.1
STATE OF MISSISSIPPI
LOWNDES COUNTY
EMPLOYMENT AGREEMENT
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THIS AGREEMENT, made and entered into effective April 1, 2001, by and
between BLACK WARRIOR WIRELINE CORP. a corporation organized and existing under
the laws of the State of Delaware (hereinafter for convenience referred to as
the "Employer'), and Xxxxx Xxx Xxxxxxxx (hereinafter for convenience referred to
as the" Employee"), as follows:
WITNESSETH:
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WHEREAS, in consideration of employment by the Employer, Employee is
willing to make certain agreements with the Employer, which will restrict
Employee's right to engage in competition with the Employer;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, faithfully to be kept by the parties hereto, it is agreed
as follows:
1. Term. The Employer will employ the Employee, and the Employee agrees to
remain in the full-time employ of the Employer, for an initial period of five
(5) years commencing April 1, 2001, subject to the right of termination stated
elsewhere herein.
2. Duties. Employee shall serve as Vice President of BLACK WARRIOR
WIRELINE CORP., working in the Employer's Columbus, Mississippi office, and
Employee hereby accepts
the employment, on the terms and conditions as hereinafter set forth.
During the continuation of his employment, the Employee shall devote the
whole of his time during business hours, and at any other time when he is
reasonably needed under the circumstances, for the benefit of the Employer,
working either directly for the Employer or indirectly for its benefit by
devoting his time and attention to other activities from which the Employer can
derive a material benefit. The Employee shall use his best efforts to promote
the interest and welfare of the Employer in every way. The Employee shall
exercise and carry out all such duties and powers and shall reasonably observe
all such directions and restrictions as the Board of Directors of the Employer,
from time to time, may reasonably confer or impose upon him.
3. Compensation. As compensation for his services, the Employee shall be
entitled to the following:
3.1 A base salary of $9583.34 per month, payable in arrears on the 1st and
15th day of each month in equal installments; and
3.2 On the first anniversary date of this agreement, i.e., at the end of
the first year of employment hereunder, and every anniversary date of this
agreement thereafter, including those anniversary dates for which this agreement
has been extended by mutual agreement of the parties (hereinafter referred to as
a "renegotiation date"), the Employer and the Employee shall, in good faith,
negotiate an increase in the Employee's base salary, taking into account the
rate of inflation since the last adjustment to said base salary, the overall
profitability and cash position of the Employer, the performance and
profitability of the areas for which the Employee is
responsible, and other factors generally affecting the Employee's base
compensation. After such good faith negotiations, the base salary of the
Employee shall be adjusted as agreed; effective as of the renegotiation date
shall remain in force until the next renegotiation date. 3.3. As additional
compensation, in the event Employee is stationed overseas for more than
forty-five days during any employment year under this contract (said employment
year running from March 1 to April 31 of each year hereunder), the Employee
shall receive additional compensation of $200 per day For each day worked
overseas above forty-five (45) days during said employment year.
4. Non-Competition.
4.1. The Employee agrees that for and during the duration of his
employment, he will not directly or indirectly become employed by or associated
with, in any capacity, any other person, firm or corporation which is or may be
in competition with the Employer's oilfield service activities. Employee further
agrees that for and during a term running From the date of his termination of
employment hereunder the Employer, through two (2) years from the effective date
of this agreement, he will not, directly or indirectly, become employed by or
associated with, in any capacity, any other person, firm or corporation which is
or may be in competition with the Employer's oilfield service activities in the
United States of America. It is the intent of Employee and the Employer to
preserve to the Employer exclusively the special knowledge, trade secrets and
experience gained or to be gained in the future by the Employee during his
association with Employer, recognizing that if such experience, knowledge and
trade secrets were made available to competitors of the Employer, it would
irreparably damage the business of the Employer.
4.2. It is agreed by the parties hereto that arty breach of this provision
shall entitle the Employer, in addition to any other legal remedies available to
it, to apply to a court of competent jurisdiction to enjoin any violation of
this provision and/or to recover damages for any breach of this provision, and
to recover all costs of such action, including a reasonable attorneys fee.
4.3. In the event a court of law in any jurisdiction should find the
territorial limits or the time period of this provision to be excessive or
unlawful, Employee and Employer agree to abide by any reduction of such
territorial limits or time period as the court may in its wisdom decree.
5. Waiver of Trial by Jury. The parties to this Agreement desire to avoid
the additional time and expense related to a jury trial of any disputes arising
hereunder. Therefore, it is mutually agreed by and between the parties hereto,
and for their successors and assigns, that they shall and hereby do waive trial
by jury of any claim, counterclaim, or third-party claim, including any and all
claims of injury or damages, brought by either party against the other arising
out of or in any way connected with this Agreement and the relationship which
arises here from. The parties acknowledge and agree that this waiver is
knowingly, freely and voluntarily given, is desired by both parties, and is in
the best interests of both parties.
7. Termination. Employees' employment shall be terminated upon the
happening of any of the following events:
7.1. At the end of the fifth year of employment hereunder unless this
Agreement is extended for additional terms by mutual agreement of the parties,
said additional terms to be governed by the provisions and conditions of this
Agreement;
7.2. Upon the death of the Employee;
7.3. In the event Employee is determined to be disabled, as defined below.
Employee is disabled for purposes of this Agreement upon the earlier of (i) the
Employee being unable for a one year period to perform substantially all of the
duties required of the Employee by the Employer, if such inability is due to
mental or physical illness or accident, and that such disability is determined
or reasonably expected to last at least eighteen months, or (ii) the Employee
being declared legally incompetent by a final court decree (the date of such
decree being deemed to be the date on which Employee becomes disabled).
7.4. With cause, the Employer may terminate this Agreement immediately
without notice. The term "cause" shall mean: (a) the failure of Employee
faithfully and substantially to carry out the material terms of this Agreement,
(b) the failure of Employee faithfully and substantially to perform the material
duties of the position in which he is serving in a reasonable manner, (c) the
Employee's habitual use of, or addiction to drugs or alcohol.
7.5. If a problem exists with the performance of the duties of Employee;
Employer shall give Employee written notice of the problems and one year from
date of written notice to correct the problems to the satisfaction of Employer.
In the event Employee is unable to correct the problems to Employer's
satisfaction then Employer shall have the option to terminate Employee without
further notice.
8. Benefits. The benefit package of Employee, as presently existing, shall
include:
Medical, dental, life, disability and other insurance benefits.
401K Plan
Four weeks' paid vacation and company holidays per year.
Reasonable travel and entertainment expense.
A company vehicle or vehicle allowance.
9. Amendments. This agreement shall not be modified or amended except by
an agreement in writing signed by both parties.
10. Prior Agreements. This agreement replaces and supersedes any and all
employment agreements, deferred compensation agreements, or employment
arrangements, whether written or oral, between the parties hereto, made at any
time prior to the date hereof.
11. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of any successor to the Employer and such successor shall be
deemed substituted for the Employer under the terms of this Agreement. As used
in this Agreement, the term successor' shall include any person, firm,
corporation or other business entity which at any time, whether by merger,
purchase or otherwise, acquires all of substantially all the assets of the
business of the Employer.
12. Applicable Law arid Consent to Jurisdiction. This Agreement shall be
construed and enforced in accordance with the laws of the State of Mississippi.
13. Invalidity. If any term or provision of this Agreement shall be
invalid or unenforceable to any extent or application, then the remainder of
this Agreement shall be valid and enforceable to the fullest extent and the
broadest application permitted by law.
14. Captions. The captions of headings in this Agreement are made for
convenience and general reference only and shall not be construed to describe,
define or limit the scope or intent of the provisions of this Agreement.
IN WITNESS WHEREOF, the Employer by and through its duly authorized
officers and the Employee have caused this instrument to be executed effective
the 1st day of April, 2001.
Black Warrior Wireline Corp (Employer)
Attest: By:
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Its President
Attest: By:
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Employee
