EMPLOYMENT AGREEMENT
WITH NON-COMPETITION AGREEMENT
COVERING THE DIRECTIONAL DRILLING BUSINESS
By this Agreement, BLACK WARRIOR WIRELINE CORP., a Delaware corporation,
referred to in this Agreement as Employer, located at 0000 Xxxxxxx 00, Xxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000, employs XXXXXXX XXXX XXXXXX, referred to in this
Agreement as Employee, of 00000 Xxxxxxx 000 Xxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000, who accepts employment on the following terms and conditions.
WHEREAS, Employer has, contemporaneously herewith, purchased all of the
assets of Diamondback Directional, Inc., ("Diamondback") pursuant to that
certain Asset Purchase Agreement dated effective as of September 1, 1997, (the
"APA"), between Employer and Diamondback; and
WHEREAS, as of the effective date of the APA, Employer has formed its
"Diamondback Directional Company" division to engage in the same business
previously undertaken by Diamondback Directional, Inc.; and
WHEREAS, the APA requires, as a condition to closing thereof, that Employee
enter into this Employment Agreement;"
NOW, THEREFORE, in consideration of the premises, and to meet the
requirements of the APA that Employee enter this contract with Employer, and the
Mutual covenants hereinafter set forth, faithfully to be kept by the parties
hereto, the receipt and sufficiency of which consideration is acknowledged by
Employer and Employee; it is agreed as follows:
ARTICLE 1
TERM OF EMPLOYMENT
1.01. By this Agreement, the Employer employs the Employee, and the
Employee accepts employment with the Employer, agreeing to remain in the employ
of Employer, for a period of five (5) years beginning on the 1st day of
September, 1997.
ARTICLE 2
COMPENSATION
Basic Compensation
2.01. As compensation for all services rendered under this Agreement, the
Employee shall be paid by the Employer a salary of $175,000.00 per year, payable
bi-monthly, in arrears.
ARTICLE 3
DUTIES OF EMPLOYEE
Duties
3.01. The Employee is employed as Sales Manager of Employer's Diamondback
Directional Company division, serving at the direction and control of the
President and officers of Employer. Employee shall live in Conroe, Texas, and
work in such areas as required to serve the best interests of Diamondback
Directional Company.
Extent of Services
3.02. Employee shall devote the whole of his time during business hours,
and at any other time when he is reasonably needed, for the benefit of the
Employer in its Directional Drilling Business. The Employee shall use his best
efforts to promote the interest and welfare of the Employer at all times.
3.03. Any outside employment, consulting or any other active commercial
business activity of any kind is strictly forbidden without written permission
of the President of the Employer and shall be grounds for immediate termination;
provided that Employee's continued ownership of a small passive interest is a
production company which owns oil and/or gas xxxxx, shall not be considered a
violation of this provision.
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ARTICLE 4
NON-COMPETITION IN DIRECTIONAL DRILLING BUSINESS
4.01. The Employee agrees that for and during the duration of his
employment, and for two years after termination of employment (the "Non-Compete
Term), he will not directly or indirectly become employed by or associated with,
in any capacity, any other person, firm or corporation which operates a
Directional Drilling Business in the States of Texas, Louisiana, New Mexico,
Wyoming, Colorado, Montana, Oklahoma, Alabama, North Dakota, South Dakota and
Mississippi (the "Non-Compete Area"), which area is deemed reasonable by the
parties considering that the Employer and Diamondback Directional, Inc., have
entered into, contemporaneously herewith, the APA, and also desire to comply
with the Texas Covenant Not to Compete Act, and further considering the prior
and anticipated business plan of the Employer, including, without limitation,
the prior business area of Diamondback Directional, Inc., and the plan for
Employee to be exposed to Employer's offices, facilities, customer base and
trade secrets in the Non-Compete Area, and the plan for Diamondback Directional
Company to expand into one or more parts of the Non-Compete Area.
4.02. It is agreed by the parties hereto that, in the event of any breach
on the non-competition provisions of Section 4.01 hereof, legal remedies
available to the Employer would be inadequate. Therefore, in the event of such
breach, the Employer is specifically authorized to apply to a court of competent
jurisdiction to enjoin any violation of such provision.
ARTICLE 5
EMPLOYEE BENEFITS AND BONUSES
5.01. The Employer agrees that the Employee will be entitled to the same
benefits package as like Employees of Employer.
Medical and Dental Benefits
5.02. Pursuant to Employer's company group plan, the Employer agrees to
include the Employee in the hospital, surgical, medical and dental benefit plan
adopted by the Employer from time to time.
Group Life Insurance
5.03. Pursuant to Employer's company group plan, the Employer agrees to
include the Employee under the group term life insurance policy adopted by
Employer from time to time.
ARTICLE 6
REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEE
Business Expenses
6.01. In accord with Employer's standard practices, the Employee is
authorized to incur reasonable business expenses for promoting the business of
the Employer, some of which must be approved in advance by Employer. The
reasonable business expense may include expenditures for entertainment and
travel. Reimbursement will be in accord with Employer's standard practices.
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ARTICLE 7
TERMINATION
7.01. Employee's employment may be terminated by Employer upon the
occurrence of any of the following events:
(a) At the end of the fifth year of employment hereunder,
unless extended by mutual agreement of the parties; or
(b) Upon any material breach of the employment
relationship, including the failure of Employee to
perform his duties, as reasonably directed by Employer;
or
(c) Upon the death or disability of the Employee; or
(d) Conviction in a court of law of any felony or offense
involving Employer's property or business.
(e) Violation of any part of the Employer's standard
policies and procedures, drug and alcohol policy or any
policy letters which may be issued from time to time.
ARTICLE 8
GENERAL PROVISIONS
8.01. All notices or other communications required under this Agreement may
be effected either by personal delivery in writing, fax or by certified mail,
return receipt requested. Notice shall be deemed to have been given when
delivered or mailed to the parties at their respective addresses as set forth
above or when mailed to the last address provided in writing to the other party
by the addressee.
The current address of Employer is:
c/o Black Warrior Wireline Corp.
0000 Xxxxxxx 00, Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx
The current address of Employee is:
Xxxxxxx Xxxx Xxxxxx
00000 Xxxxxxx 000 Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Any party may change the address to which notices are to be delivered to
such party, by notice given in accordance with this subparagraph to the other
party.
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Amendments
8.02. This Agreement shall not be modified or amended except by a writing
signed by both parties.
Applicable Law, Enforceability
8.03. This Agreement shall be construed and enforced in accordance with the
laws of the State of Texas. The parties have carefully considered the
Non-Compete Area and the Non-Compete Term, and believe both to be reasonable.
However, should it be determined that the non-compete provisions of this
Employment Agreement is unenforceable due to the extent of the Non-Compete Area
or the duration of the Non-Compete Term, then this Employment Agreement shall be
deemed to be amended, and construed, as covering a revised Non-Compete Area, and
as being for a revised Non-Compete Term, which is reasonable and enforceable.
Captions
8.04. The captions or 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.
Assignment
8.05. Neither this Agreement, nor any right, interest or obligation
hereunder, may be assigned by either of the parties hereto without the prior
written consent of the other party, except that Employer may assign this
Agreement, in whole or in part, to its subsidiary Xxxxx Wireline Co., Inc.,
provided that no such assignment shall relieve Employer of any obligations
created hereunder.
Entirety of Agreement, Counterpart Signatures
8.06. This Agreement supersedes all other agreements, either oral or in
writing, between the parties to this Agreement, with respect to the employment
of the Employee by the Employer. This Agreement contains the entire
understanding of the parties and all of the covenants and agreements between the
parties with respect to such employment.
8.07. This document may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the Employer by and through its duly authorized
officers and the Employee have caused this instrument to be executed under seal
effective the day of September, 1997.
BLACK WARRIOR WIRELINE CORP.
WITNESS:
BY:
Xxxxxxx X. Xxxxxxx, President
WITNESS:
XXXXXXX XXXX XXXXXX
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