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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This agreement is made and entered into as of the 12TH day of August, 1996, by
and between TRANSTEXAS GAS CORPORATION, hereinafter called "COMPANY" and JUDGE
XXXXXXX XXXXXXX, hereinafter called "EMPLOYEE".
1. The term of this Agreement is for one year commencing on August 12,1996,
and ending on August 12, 1997. Thereafter EMPLOYEE shall be considered an "at
will" Employee subject to termination for any cause at any time. This
agreement may be terminated prior to the end of the term pursuant to paragraph
6, 7, or 8 hereof.
2. The COMPANY agrees to employ EMPLOYEE for the term of this Agreement, and
EMPLOYEE shall have and fulfill such duties, responsibilities and obligations
as are usual and customary for the Vice President and General Counsel, subject
to the direction and control of the Board of Directors and the Chief Executive
Officer.
3. EMPLOYEE agrees EMPLOYEE will faithfully and diligently serve the COMPANY
to the best of his ability.
4. During his service hereunder, EMPLOYEE'S salary shall be $ 214,000.00
per year payable in installments in accordance with the COMPANY'S regular
payroll practices.
5. At such costs and eligibility restrictions applicable to all employees,
EMPLOYEE shall participate in all plans and benefits generally applicable or
available to employees of the COMPANY, including but not limited to health,
hospital and surgical benefits, disability, life insurance plans, and AD & D
insurance.
6. This agreement shall be terminable by the COMPANY for "cause" without
advance notice. In the event of such termination properly for cause, the
salary set forth above shall cease on the effective date of termination,
however, benefits earned to date shall be paid in full. "Cause" shall mean:
A. Neglect or mismanagement by EMPLOYEE of his duties,
responsibilities and obligations which either significantly damages or
could have significantly damaged the property or interest of the
COMPANY; or
B. Material breach of this Agreement by EMPLOYEE; or
C. Inability of EMPLOYEE to perform his duties, responsibilities and
obligations by reason of illness, accident or other incapacity for a
continuous period of six months.
7. This Agreement shall be terminable by EMPLOYEE for cause. In the event that
EMPLOYEE terminates this Agreement properly for cause within thirty days after
he knows or should have known of the existence of such cause, the COMPANY shall
be obligated to pay EMPLOYEE his salary up to the effective date of such
termination and severance as hereinafter provided.
"Cause" shall mean:
a. Wrongful behavior or willful neglect by the COMPANY, not caused by
EMPLOYEE; or
b. Material breach of its obligations under this Agreement by the COMPANY;
or
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c. Sale, reorganization or merger of the COMPANY resulting in a change
in the actual control of the COMPANY.
8. The COMPANY shall have the right to terminate this Agreement without cause
by giving EMPLOYEE written notice of such termination and paying him severance
as set forth in paragraph 9.
9. In the event that the COMPANY terminates EMPLOYEE other than for cause
before the end of the term of this Agreement, or EMPLOYEE terminates this
Agreement for cause before the end of the term of this Agreement, The COMPANY
shall pay to EMPLOYEE his salary for the remaining term of this Agreement plus
an additional six months salary ( $ ).
10. The entire understanding and agreement between the parties has been
incorporated into this Agreement. This Agreement shall inure to the benefit
of, and shall be binding upon the COMPANY, its successors and assigns and upon
EMPLOYEE and his heirs, successors, and assigns. EMPLOYEE agrees that this
Agreement may be assigned by the COMPANY to a subsidiary, affiliate, or
successor of the COMPANY; such assignments, however, shall not relieve the
COMPANY of any of its obligations hereunder except to the extent that such
obligations are actually paid and discharged by such subsidiary, affiliate, or
successor. This agreement may not otherwise be assigned without the prior
written approval of the other party.
11. This agreement shall be renewable on an annual basis; however, in the
event that the Company terminates Employee other than for cause before the end
of the term of the renewed agreement, or Employee terminates this Agreement for
cause before the end of the term of the renewed agreement, the Company shall
pay to Employee his salary to the date of his termination plus an additional
six months salary ($ ).
12. Any disputes concerning or arising out of interpretation or application of
this Agreement shall be determined by final and binding arbitration under and
in accordance with the rules and procedures of the American Arbitrations
Association provided that the dispute is submitted to arbitration by written
demand therefor delivered to and received by the other party within sixty days
after occurrence of the event giving rise to the dispute.
13. If there is a conflict between the COMPANY personnel policies and this
Agreement, this Agreement shall prevail.
TRANSTEXAS GAS CORPORATION JUDGE XXXXXXX XXXXXXX
BY BY
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DATE DATE
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