EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made on April 17, 1997, by and
between United States Lime & Minerals, Inc. (the "Employer"), 00000 Xxxxx
Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 and Xxxxxxx X. Xxxxxx (the "Employee").
A. Employer is engaged in the business of lime and limestone.
B. Employer desires to have the services of Employee.
C. Employee is willing to be employed by Employer. Therefore, the parties
agree as follows:
1. Best Efforts of Employee. Employee agrees to perform faithfully,
industriously and to the best of Employee's ability, experience and
talents, all of the duties that may be required by the express and
implicit terms of this Agreement, to the reasonable satisfaction of
Employer. Such duties shall be provided at Dallas, Texas and at such
other place(s) as the needs, business or opportunities of the
Employer may require from time to time.
2. Compensation of Employee. As compensation for the services provided
by Employee under this Agreement, Employer will pay Employee the
following:
a. The annual salary paid to Employee shall be $130,000 per annum to
be paid in periodic monthly installments.
b. Employee shall be supplied with a motor vehicle. Employer shall
bear the reasonable acquisition, repair, and running expenses
relating thereto. The non-business use of the motor vehicle shall
be added to the taxable wages of Employee pursuant to the
Employer's policy.
c. Employee shall be entitled to participate in all employer
retirement, insurance, long-term disability and other fringe
benefit programs of Employer.
d. Employee shall be eligible to participate in stock option programs
as may be issued by the Board of Directors from time to time, but
any such stock option program shall be at the sole discretion of
the Board of Directors.
e. Employer shall conduct an annual job performance review for the
mutual benefit of Employer and Employee, and Employee shall be
eligible to receive an annual performance bonus based on both
Employee's job performance and the Company's financial performance
but any such bonus amount shall be at the sole discretion of the
Employer.
Employment Agreement
April 17, 1997
Page 2
f. Employee shall be entitled to four weeks of paid vacation per
year. Such vacation must be taken at a time mutually convenient to
Employer and Employee and must be approved by Employer. Requests
for vacation shall be submitted to Employee's immediate supervisor
in advance of the requested date such vacation would commence.
Unused vacation time may not be accumulated and carried over to
the next year.
3. Title of Employee. The Employee will hold the title of Vice President
of Manufacturing and currently report to the President and CEO.
4. Reimbursement for Expenses in Accordance With Employer Policy. The
Employer will reimburse Employee for "out-of-pocket" expenses in
accordance with Employer policies in effect from time to time.
5. Relocation Expenses. Employer shall reimburse Employee for moving
expenses to move Employee from his residence to the Dallas, Texas
vicinity. Employer will also pay for the Employee's Real Estate fees
on the sale of his residence.
6. Termination.
a. Employer shall have the right to terminate Employee's employment
hereunder without cause at any time; except that immediately upon
such termination, Employer shall make a payment to Employee in the
amount of fifty percent of his then annual salary as defined in
Paragraph 2a above (currently $130,000) in a form mutually
agreeable to both parties in compliance with IRS rules and
regulations. Upon any such termination defined above, Employee
agrees to provide Employer with a general release agreeable to
both parties.
b. Company shall have the right to terminate Employee's employment
hereunder for cause without making termination payment to Employee
in the event Employee (i) engages in any competition with any
business of Employer without the prior written approval of
Employer; (ii) commits fraud, theft, larceny or any other crime
(other than minor misdemeanors); (iii) fails or refuses to obey
lawful instructions or commits an act of willful misconduct or
disloyalty; (iiii) is guilty of habitual insobriety, inattention
to his duties or negligence in the performance of his duties; or
(iiiii) is unable to perform his duties because of death or
disability. Employee shall be deemed to be disabled under
Employer's disability policy for executive officers as in effect
at that time.
Employment Agreement
April 17, 1997
Page 3
7. Confidentiality. Employee recognizes that Employer has and will have
inventions, business affairs, products, fixture plans, machinery,
trade secrets, apparatus, process information, prices, customer
lists, discounts, technical information, costs, product design
information, and other vital information (collectively,
"Information") which are valuable, special and unique assets of
Employer. Employee agrees that Employee will not at any time or in
any manner, either directly or indirectly, divulge, disclose or
communicate in any manner any Information to any third party without
the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by
Employee of this paragraph shall be a material violation of this
Agreement and will justify legal and/or equitable relief.
a. Unauthorized Disclosure of Information. If it appears that
Employee has disclosed (or has threatened to disclose) information
in violation of this Agreement, Employer shall be entitled to an
injunction to restrain Employee from disclosing, in whole or in
part, such Information, or from providing any services to any
party to whom such information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from
pursuing other remedies, including a claim for losses and damages.
b. Confidentiality After Termination of Employment. The
confidentiality provisions of this Agreement shall remain in full
force and effect for a period of 3 years after the termination of
Employee's employment.
8. Entire Agreement. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties.
9. Amendment. This Agreement may be modified or amended, if the
amendment is made in writing and is signed by both parties.
10. Miscellaneous.
a. Notice. Any notice contemplated hereunder shall be by personal
service and effective upon the date of such service.
b. Texas Law. This agreement and any disputes thereunder shall be
construed under the laws of Texas.
Employment Agreement
April 17, 1997
Page 4
c. Arbitration. Any dispute hereunder shall be resolved by binding
arbitration according to the rules of the American Arbitration
Association, and any such arbitration shall be held within 50
miles of the office to which Employee is or was assigned at the
time of the arising of such dispute.
Accepted By Xxxxxxx X. Xxxxxx
By: \s\ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Accepted by United States Lime & Minerals, Inc.
By: \s\ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President & CEO
