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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this 15th day of February, 1996, the Effective Date, by and between Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Xxxxx X. Xxxxxx
("Xx. Xxxxxx").
ETC desires to employ Xx. Xxxxxx as its Operations Manager and Xx.
Xxxxxx desires to accept such employment with ETC, all on the following terms
and subject to the following conditions.
NOW, THEREFORE, ETC and Xx. Xxxxxx hereby agree as follows.
1. Employment. ETC hereby employs Xx. Xxxxxx, and Xx. Xxxxxx
hereby accepts employment by ETC, for the term and compensation and subject to
the terms and conditions hereinafter set forth.
2. Duties of Xx. Xxxxxx. Xx. Xxxxxx shall serve in the capacity
of Operations Manager. In that capacity, Xx. Xxxxxx shall have responsibility
for managing operations of ETC. Xx. Xxxxxx shall not make any agreements,
representations, or performance guarantees, or execute or agree to any
instruments or contracts, on behalf of ETC or any of its subsidiaries or
affiliates without prior consent of ETC's chief executive officer or Board of
Directors. During the term of this Agreement, Xx. Xxxxxx shall devote his
entire business time and efforts to the performance of the duties and
responsibilities contained in this Agreement.
3. Compensation. As compensation for his services rendered to
ETC in the capacities set forth above, ETC shall pay Xx. Xxxxxx at the rate of
forty-eight thousand dollars ($48,000) per year and will pay Xx. Xxxxxx a bonus
of fifty dollars ($50.00) per day for each day Xx. Xxxxxx is out of town on
company business. Xx. Xxxxxx additionally has to option to purchase up to 60,000
shares of ETC stock at the rate of one dollar ($1.00) per one thousand shares,
to be exercised at the rate of 20,000 on February 20, 1997, 20,000 on February
20, 1998, and 20,000 on February 20, 1999. Xx. Xxxxxx must be an employee of ETC
or its successor company on the aforementioned dates to earn the stock. Should
ETC be' sold (other than by merger to Solo Petroleums or its successor) or
should management control pass from L. Xxxx Xxxxxx, all stock payable under this
agreement will immediately be transferred to Xx. Xxxxxx. This agreement will be
reviewed periodically to add additional compensation based on Xx. Xxxxxx'x and
ETC's performances.
4. Benefits. During the term hereof, Xx. Xxxxxx shall be entitled
to medical insurance programs provided by ETC on the same basis as other ETC
employees.
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Employment Agreement Between ETC and Xxxxx X. Xxxxxx Page 2
5. Reimbursement of Expenses. ETC shall reimburse Xx. Xxxxxx for
all pre-approved travel and other expenses actually incurred by him in
connection with ETC business, provided that such expenses are reasonable and
are in accordance with ETC policies. Such reimbursement shall be made to Xx.
Xxxxxx upon appropriate documentation of such expenditures in accordance with
ETC policies.
6. Term. This Agreement may be canceled by either party at any
time without penalty.
7. Termination. This Agreement and Xx. Xxxxxx'x employment
hereunder shall terminate in the event of Xx. Xxxxxx'x death or if Xx. Xxxxxx
becomes permanently disabled as determined by the ETC Board of Directors.
8. Non-Disclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Xx. Xxxxxx will not disclose to any
person or entity not directly connected with ETC, or use for his own benefit,
any of the trade secrets, financial information, systems, records, or business
methods of ETC or its subsidiaries or affiliates, or any of the business
relationships between ETC or its subsidiaries or affiliates and any of their
business partners or customers, unless such disclosure shall be in direct
connection with or a part of Xx. Xxxxxx'x performance of his duties hereunder.
9. Notices. All notices hereunder shall be in writing and
delivered personally or sent by U.S. Mail or recognized courier service,
addressed as follows or to such other address for itself as any party may
specify hereunder:
If to ETC: Electronic Transmission Corporation
0000 Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Mr. L. Xxxx Xxxxxx,
Chief Executive Officer
If to Xx. Xxxxxx: Xx. Xxxxx X. Xxxxxx
0000 Xxxxxxxxx Xx., #000
Xxxxxx, Xxxxx 00000
10. Entire Agreement. Counterparts. Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto, including any consulting agreements. No party may assign this
Agreement or its rights or obligations hereunder without the written consent of
all other parties hereto. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, administrators, successors, and assigns. The headings
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Employment Agreement Between ETC and Xxxxx X. Xxxxxx Page 3
herein are for convenience of reference only and shall not affect the meaning
or interpretation of this Agreement. This Agreement may be executed in multiple
counterparts, and by the parties in separate counterparts, each of which shall
be an original but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. XXXX XXXXXX
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L. Xxxx Xxxxxx
Chairman and Chief Executive Officer
XX. XXXXXX
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx