EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), entered into as of January
1, 1998 (the "Effective Date"), by and among MARKET HUB PARTNERS, L.P., a
Delaware limited partnership which is an owner of several other discrete
business entities (hereinafter collectively referred to as "MHP"), MARKET HUB
PARTNERS STORAGE, L.P., a Delaware limited partnership (the "Company"), MARKET
HUB PARTNERS STORAGE, L.L.C., the general partner of the Company (the "General
Partner") and XXXXXX X. XXXXXXX (the "Executive").
WITNESSETH:
WHEREAS, MHP and the General Partner desire to employ and secure on behalf
of the Company the experience, abilities, and service of Executive upon the
terms and conditions specified herein; and
WHEREAS, Executive is willing to enter into this Agreement upon the terms
and conditions specified herein;
NOW THEREFORE, in consideration of the premises, the terms and provisions
set forth herein, the mutual benefits to be gained by the performance thereof,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT.
The Company hereby employs the Executive, and the Executive hereby accepts
such employment, all upon the terms and conditions set forth herein.
SECTION 2. TERM.
Subject to the terms and conditions of this Agreement, the Executive shall
be employed by the Company for a period commencing on the Effective Date through
December 31, 1998 (the "Contract Term") unless sooner terminated pursuant to
Section 5 of this Agreement.
SECTION 3. DUTIES AND RESPONSIBILITIES.
A. Capacity. The Executive shall serve in the capacity of President and
Chief Executive Officer of the Company. The Executive shall be responsible for
such general management activities as are consistent with the responsibilities
of said office and such other activities as may hereafter be assigned to him by
the Company. All such duties shall be performed in accordance with any written
or oral direction from time to time furnished to the Executive by the Board of
Directors of the Company. Executive shall report to the Chairman of the Board
(the "Chairman") of the Company and the General Partner.
B. Full-time Duties. The Executive shall devote his full business time,
attention, and energies to the business of the Company and the General Partner
and shall not be engaged in any other business activity, whether or not pursued
for gain, profit or other pecuniary advantage, which would impair his ability to
fulfill his duties to the Company under this Agreement, without the prior
written consent of the Chairman. The Executive shall be allowed, to the extent
such activities do not substantially interfere with the performance by the
Executive of his duties and responsibilities hereunder, to (a) manage the
Executive's personal affairs, and (b)(i) serve on boards or committees of civic
or charitable organizations or trade associations, and (ii) serve on the board
of directors of any corporation; provided, however, that the Executive shall
advise the Chairman in writing of any such corporate directorship under clause
(b)(ii) and, if requested by the Chairman, the Executive shall first
demonstrate, to the reasonable satisfaction of the Chairman, that any such
directorship does not detract from the Executive's performance of his duties and
responsibilities under this Agreement. Nothing contained in this paragraph B
shall prevent the Executive from passively investing his assets in such a form
or manner as will not conflict with the terms of this Agreement and will not
require services on the part of the Executive in the operation of the business
of the companies or other enterprises in which such investments are made.
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C. Standard of Performance. The Executive will perform his duties under
this Agreement with fidelity and loyalty, to the best of his ability,
experience, and talent, and in a manner consistent with his fiduciary
responsibilities.
SECTION 4. COMPENSATION.
A. Base Salary. During the term of this Agreement, the Company shall pay
the Executive a salary (the "Base Salary") of $160,000 per annum, prorated for
partial years of employment. The Base Salary shall be payable twice monthly in
accordance with the general payroll practices of the Company in effect from time
to time.
B. Bonuses.
(1) The Executive shall receive a quarterly performance bonus during the
Contract Term. The actual bonus paid shall depend upon Executive's performance
and allocated at the discretion of the Company.
(2) Other special compensation may be awarded at the sole discretion of
the General Partner from time to time.
C. Incentive Compensation.
(1) In the event of a Change in Control (as hereinafter defined), that
occurs during the Contract Term, the Executive shall be due from the Company an
amount (the "Incentive Compensation") equal to one percent (1%) of the
increase in value of MHP. The Incentive Compensation will be paid in accordance
with the provisions of this Agreement within forty-five (45) days of the date of
the Change in Control. The increase in value of MHP is calculated by subtracting
the value of MHP as of January 1, 1998, from the value of MHP as determined in
accordance with Section 4.C.(2) below. In any calculation of the increase in the
value of MHP under this provision, the parties shall include the increase in
value of all subsidiary entities, including the increase in value of all
subsidiary entities acquired or established hereafter from the date of
acquisition or establishment to the date of calculation.
For the sole purposes of this paragraph C, the value of MHP as of January
1, 1998, shall be determined based upon earnings before interest, taxes,
depreciation and amortization ("EBITDA") for 1997 and an EBITDA multiple of
ten (10).
(2) The value of MHP will be as agreed to by MHP and the Executive. If
MHP and the Executive fail to reach agreement within thirty days of the Change
in Control event requiring the valuation, the Chief Financial Officer of MHP
will retain the services of an investment banker to prepare a determination of
value of MHP as of the date necessary to carry out the intent of this Agreement.
The investment banker shall determine the value of MHP in a manner consistent
with the methodology used to determine the value of MHP as of January 1, 1998,
using the EBITDA of MHP based upon the four fiscal quarters immediately
preceding the event requiring valuation. In determining the appropriate EBITDA
multiplier the investment banker shall take into account MHP's operations
history, asset value, business prospects, any EBITDA multiplier used to value
comparable companies or to derive the value of any interest in MHP sold in
connection with the Change in Control and in any other recent arm's-length
transaction, and other factors deemed to relevant by the investment banker to
determine enterprise value. In either case, in determining the value of MHP,
appropriate adjustments will be made to take into account any capital
contributions by its partners to MHP and distributions by MHP to its partners
since January 1, 1998. For example, the amount of a capital contribution made to
fund a shortfall in working capital might be deducted from the value otherwise
determined, while the amount of a capital contribution made to fund a redemption
by MHP of outstanding equity interests might not be so deducted. The value of
MHP shall not be less than the value determined on the basis of the value
established in the transaction resulting in the Change of Control.
(3) A "Change in Control" shall mean (i) a sale, transfer or other
disposition or a series of sales, transfers or other dispositions occurring
during the Contract Term of an aggregate of more than 50% of the beneficial
ownership interest in the equity of MHP by the holders of equity interests in
MHP as of January 1, 1998 (the "Original Partners"), (ii) the issuance by MHP
during the Contract Term of any new
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equity interest that, in the aggregate, exceeds 50% of the total equity interest
in MHP, to any one or more individuals, entities or groups that were not
Original Partners, (iii) a sale, transfer or disposition, or a series of sales,
transfers or dispositions during the Contract Term by MHP of assets of MHP
consulting, in the aggregate, more than 50% of the value of the assets of MHP,
or (iv) a change in more than 50% of the members of the Board of Directors of
MHP during the Contract Term as a result of any sale, transfer or other
disposition or a series of sales, transfers or other disposition, or a series of
sales, transfers or other dispositions of the legal or beneficial ownership
interest in the equity of MHP, including any transfer to an Original Partner.
D. Benefits.
(1) The Executive shall be entitled to reimbursement from the Company for
reasonable travel and other out-of-pocket business expenses incurred by him in
the course of the performance of his duties hereunder, upon the submission of an
itemized account of such expenditures in accordance with the expense
reimbursement policies applicable to executives as adopted by the Company from
time to time.
(2) If and to the extent that the Company maintains employee benefit plans
(including, but not limited to, pension, profit-sharing, disability, accident,
medical, life insurance, and hospitalization plans) (it being understood that
the Company may but shall not be obligated to do so), the Executive shall be
entitled to participate therein in accordance with the Company's regular
practices with respect to its executives. The Company will have the right to
amend or terminate any such benefit plans it may choose to establish.
(3) The Executive shall be entitled to four (4) weeks of vacation,
together with holidays and other paid or unpaid leaves of absence as are
consistent with the Company's normal policies or as are otherwise approved by
the General Partner.
E. Payments. All payments to the Executive provided for under this
Agreement shall be paid in cash from the general funds of the Company and, in
the event the Company fails to satisfy its obligations hereunder, such
obligations shall be satisfied by MHP by cash payment from the general funds of
MHP. No special or separate funds shall be established and no other segregation
of assets shall be made to assure payment. The Executive shall have no right,
title, or interest whatsoever in or to any investments that the Company or MHP
may make to aid it in meeting its obligations hereunder. To the extent that any
person acquires a right to receive payments from the Company or MHP hereunder,
such right shall be no greater than the right of an unsecured creditor of the
Company or MHP.
SECTION 5. TERMINATION OF EMPLOYMENT
A. Termination Without Cause; Resignation for Good Reason.
(1) General. If, prior to the expiration of the Contract Term, the
Executive's employment is terminated by the Company without Cause (as defined in
Section 5.C), or if the Executive resigns from his employment hereunder for Good
Reason (as defined in Section 5.D), the Company shall pay the Executive his Base
Salary as then in effect through and including the date of termination or
resignation. In the event of involuntary termination during the Contract Term by
the Company without Cause, the Executive shall receive a lump sum cash payment
equal to two year's Base Salary as severance and relocation allowance, in
addition to any amounts set forth in the preceding sentence. With the exception
of health care coverage under the applicable laws, the Executive shall have no
further right to receive any other compensation, or to participate in any other
plan, arrangement or benefit, after such termination or resignation of
employment.
(2) Date of Termination. The date of termination of employment without
Case shall be the date specified in a written notice of termination to the
Executive. The date of resignation for Good Reason shall be the date specified
in the written notice of resignation from the Executive to the Company;
provided, however, that no such written notice shall be effective unless the
cure period specified in Section 5D has expired without the Company's having
corrected, to the reasonable satisfaction of the Executive, the event or events
subject to cure. If no date of resignation is specified in the written notice
from the Executive to the Company, the date of termination shall be the first
day following such expiration of such cure period.
B. Termination for Cause; Resignation without Good Reason.
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(1) General. If, prior to the expiration of the Employment Term, the
Executive's employment is terminated by the Company for Cause, or if the
Executive resigns from his employment hereunder other than for Good Reason, the
Executive shall be entitled only to payment of the Base Salary earned as then in
effect through and including the date of termination or resignation. With the
exception of health care coverage under the applicable laws, the Executive shall
have no further right to receive any other compensation, or to participate in
any other plan, arrangement, or benefit, after such termination or resignation
of employment.
(2) Date of Termination. The date of termination for Cause shall be the
date provided for in Section 5.0. The date of resignation without Good Reason
shall be the date specified in the written notice of resignation from the
Executive to the Company, or if no date is specified therein, 10 business days
after receipt by the Company of written notice of resignation from the
Executive.
C. Cause. Termination for "Cause" shall mean termination of the
Executive's employment because of:
(1) any act or omission which is willful and wrongful and is materially
injurious to the financial condition or business reputation of the General
Partner or the Company or any subsidiary thereof, unless such act or omission
was reasonably believed by the Executive in good faith to be in the best
interest of the General Partner or the Company or any subsidiary thereof; or
(2) the failure or refusal of the Executive substantially to perform the
material duties of his position with the Company or any of its subsidiaries.
In each case, an act or omission that may constitute cause under C.(2)
above must be confirmed by directors of the General Partner (the "Board")
representing stockholders, which stockholders represent voting percentages of at
least 80% in the aggregate. The Company must give the Executive written notice
of its objection to such act or omission within ninety days after the Company
learns of such event. The Executive shall have thirty days from receipt of said
notice to correct the act or omission. In the event the Executive fails to
correct the cause as outlined in said notice, the Company shall notify the
Executive that the Company intends to terminate the Executive's employment for
Cause under this Section 5.C (the "Confirmation Notice"). The Confirmation
Notice shall specify the act, or acts, upon the basis of which the majority of
the Board has so confirmed the existence of Cause. If the Executive notifies the
Company in writing (the "Opportunity Notice") within five days after the
Executive has received the Confirmation Notice, the Executive shall be provided
one opportunity to meet with the Board (or a sufficient quorum thereof) to
discuss such act or acts. Such opportunity to meet shall be fixed and shall
occur on a date selected by the Board (such date being not less than five or
more than forty-five days after the Company receives the Opportunity Notice from
the Executive). Such meeting shall take place at the principal offices of the
Company. The Executive may be accompanied by his legal counsel. During the
period commencing on the date of the Confirmation Notice and ending on the date
next succeeding the date on which such meeting between the Board (or a
sufficient quorum thereof) and the Executive is scheduled to occur, the
Executive shall be suspended with pay from his employment with the Company and
the Board may, during such suspension period, reasonably limit the Executive's
access to the principal offices of the Company or the General Partner or any of
their respective assets, and during such suspension period, the Executive shall
not have the authority to bind the Company or act on its behalf. If the Board
properly sets the date of such meeting and if the Board (or a sufficient quorum
thereof) attends such meeting and does not rescind its confirmation at such
meeting or if the Executive fails to attend such meeting for any reason, the
Executive's employment by the Company shall, immediately upon the closing of
such meeting, be terminated for Cause under this Section 5.C. If the Executive
does not respond in writing to the Confirmation Notice in the manner and within
the time deadline specified in this Section 5.C, the Executive's employment with
the Company shall, on the sixth business day after the receipt by the Executive
of the Confirmation Notice, be terminated for Cause under this Section 5.C.
D. Good Reason. For purposes of this Agreement, "Good Reason" shall mean
any of the following (without the Executive's prior written consent):
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(1) any decrease in the Executive's base rate of compensation or a failure
by the Company or any of its subsidiaries promptly to pay compensation due and
payable to the Executive in connection with his employment;
(2) a diminution of the responsibilities or title of the Executive with
the Company or any of its subsidiaries;
(3) the creation by the Company of a working environment which materially
and adversely prejudices the Executive's ability to perform his duties
hereunder;
(4) the Company's requiring the Executive to be based at any office or
location more than thirty miles from his principal employment locations as
agreed to in this Agreement; or
(5) a material breach by the Company of any term or provision of this
Agreement;
provided, however, that no event or condition described in clauses (1) through
(5) of this Section 5.D shall constitute Good Reason unless (X) the Executive
gives the Company written notice of his objection to such event or condition
within ninety days after the date the Executive learns of such event, (Y) such
event or condition is not corrected by the Company within thirty days of its
receipt of such notice and (Z) the Executive resigns his employment with the
Company and its subsidiaries not more than thirty days following the expiration
of the thirty day period described in the foregoing clause (Y).
SECTION 6. DEATH OR DISABILITY
In the event of termination of employment by reason of death or disability,
the Executive (or his estate, as applicable) shall be entitled to Base Salary
through the date of termination. Other benefits shall be determined in
accordance with the benefit plans maintained by the Company, and the Company
shall have no further obligation hereunder.
SECTION 7. CONFIDENTIAL INFORMATION.
A. Nondisclosure. The Executive hereby acknowledges that it will be
necessary in connection with the performance of services hereunder to provide or
make available to the Executive certain confidential and proprietary
information, including, but not limited to, business and financial information,
technological information, customer lists and financial information on
customers, intellectual property, trade secrets, and other information relating
to the businesses, products, technology, services, customers, methods, or
tactics of MHP, the General Partner, the Company, or their affiliates (any such
confidential or proprietary information being hereinafter referred to as
"Confidential Information"). The Executive further acknowledges that the
Confidential Information includes certain protected trade secrets and agrees
that any such trade secrets shall remain the property of MHP, the General
Partner, the Company or its affiliates at all times during the term of this
Agreement and following the expiration or termination hereof. The Executive
shall not publish, disseminate, distribute, disclose, sell, assign, transfer,
copy, remove from the premises of MHP, the General Partner or the Company,
commercially exploit, or otherwise make use of any Confidential Information to
or for the use or benefit of the Executive or any other person, firm,
corporation, or entity, except as specifically authorized in writing by the
Chairman or as required for the due and proper performance of his duties and
obligations under this Agreement. In addition, the Executive shall employ all
necessary safeguards and precautions in order to ensure that unauthorized access
to the Confidential Information is not afforded to any person, firm,
corporation, or entity, Upon any expiration or termination of this Agreement, or
if the Chairman so requests at any time, the Executive shall promptly return to
MHP, the General Partner, or the Company all Confidential Information in the
Executive's possession, whether in writing on computer disks, or other media,
without retaining any copies, extracts, or other reproductions thereof.
Notwithstanding the foregoing, nothing contained in this paragraph A shall
prevent the publishing, dissemination, distribution, disclosure, sale,
assignment, transfer, copying, removal, commercial exploitation, or other use by
the Executive of any information which (i) is generally available to the public
(other than through a breach on the part of the Executive of any of the terms or
provisions hereof), (ii) is lawfully obtained by the Executive from a source
other than MHP, the General Partner, the Company or their affiliates, directors,
officers, employees, agents, or other representatives (provided, however, that
such
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sources is not bound by a confidentiality agreement with MHP, the General
Partner, the Company or any of their affiliates and is not otherwise under an
obligation of secrecy or confidentiality to any of them), or (iii) is required
to be disclosed by judicial or administrative process or, in the opinion of
counsel, by the requirements of applicable law (provided, however, that the
Executive complies fully with the provisions of paragraph C below).
B. Exclusive Property. The Executive confirms that all confidential
information is and shall remain the exclusive property of MHP, the General
Partner, the Company or its affiliates. All business records, papers and
documents kept or made by the Executive relating to the business of MHP, the
General Partner or the Company shall be and remain the property of MHP, the
General Partner, the Company or its affiliates.
C. Requests for Disclosure. If the Executive is requested (whether by oral
questions, interrogatory, request for documents, subpoena, civil investigative
demand, or other legal process) to disclose any part of the Confidential
Information, the Executive shall (1) give prompt written notice to the Chairman
of the existence of, and the circumstances attendant to, such request, (ii)
consult with the Chairman as to the advisability of taking legally available
steps to resist or narrow any such request or otherwise to eliminate the need
for such disclosure, and (iii) if disclosure is required, cooperate with the
Chairman in obtaining a protective order or other reliable assurance in form and
substance satisfactory to the Chairman that confidential treatment will be
accorded to such portion of the Confidential Information as is required to be
disclosed.
SECTION 8. COVENANT NOT TO COMPETE.
A. Non-Competition. The Executive hereby agrees that during the
"Non-Competition Period" (as hereinafter defined), he will not, directly or
indirectly (whether acting alone or through any of his affiliates, as a member
of a company or a joint-venture or an investor in, or a holder of securities of,
any corporation or other entity, or otherwise), engage in any of the following
activities in a substantive and ongoing manner: (1) conduct or participate in
any business or enterprise involved in the line of business of MHP, the General
Partner of the Company; or (ii) solicit, in competition with MHP, the General
Partner, the Company, or any of their affiliates, or their respective
successors, the business of any customer of MHP, the General Partner, the
Company or any of their affiliates. Notwithstanding, anything to the contrary in
this Section 8, the Executive may own, for investment purposes only, up to five
percent of the stock of any publicly-held corporation whose stock is either
listed on a national securities exchange or on the NASDAQ National Market System
if the Executive is not otherwise affiliated with such corporation. The
Executive acknowledges that (i) the provisions set forth in this Section 8 are
for the benefit of MHP, the General Partner, the Company and their affiliates,
(ii) his agreement to such provisions is an express condition to his employment
by the Company, and (iii) such provisions are reasonably necessary to protect
the goodwill and other business interests of MHP, the General Partner, the
Company and their affiliates. The Executive agrees that, if he engages in any
activity in violation of this Section 8, the Non-Competition Period shall
automatically be extended in such a way that the Executive will be subject to
the restrictions imposed by this Section 8 until the expiration of two years
from the date he ceases to be engaged in any activity in violation hereof. The
"Non-Competition Period" shall be the term of the Executive's employment
hereunder.
B. Reformation of Scope. If any of the provisions of this Section 8 is
found to be unreasonably broad, oppressive, or unenforceable in an action, suit,
or proceeding before any federal or state court, such court (i) shall narrow the
Non-Competition Period or shall otherwise endeavor to reform the scope of such
agreements in order to ensure that the application thereof is not unreasonably
broad, oppressive, or unenforceable and (ii) to the fullest extent permitted by
law, shall enforce such agreements as so reformed.
SECTION 9. NONSOLICITATION.
The Executive shall not, directly or indirectly, during the Non-Competition
Period, (a) take any action to solicit or divert any business (or potential
business) or customers (or potential customers) away from MHP, the General
Partner, the Company or their affiliates, (b) induce customers, potential
customers, suppliers, agents, or other persons under contract or otherwise
associated or doing business with MHP, the
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General Partner, the Company or their affiliates to terminate, reduce, or alter
any such association or business with or from MHP, the General Partner, the
Company or their affiliates or (c) induce any person in the employment of MHP,
the General Partner, the Company or their affiliates or any consultant to MHP,
the General Partner, the Company or their affiliates to (i) terminate such
employment or consulting arrangement, (ii) accept employment or enter into any
consulting arrangement, with anyone other than MHP, the General Partner, the
Company or their affiliates, or (iii) interfere with the customers, suppliers,
or clients of MHP, the General Partner, the Company or their affiliates in any
manner or the business of MHP, the General Partner, the Company or their
affiliates in any manner. For purposes of this Section 9, a "potential
customer" shall mean a person or entity that MHP, the General Partner, the
Company or their affiliates, (A) as of the date the Executive's employment
terminates, is soliciting or considering soliciting (or has targeted for
solicitation), or (B) has, at any time or from time to time, within the 12-month
period prior to the date the Executive's employment terminates, been soliciting
for or in respect of any current, actively pending, or contemplated business.
SECTION 10. REMEDIES.
The Executive hereby agrees that a violation of the provisions of Section
7, 8, or 9 hereof would cause irreparable injury to MHP, the General Partner,
the Company and their affiliates for which they would have no adequate remedy at
law. Accordingly, in the event of any such violation, MHP, the General Partner
and the Company shall be entitled to preliminary and other injunctive relief
without necessity of complying with any requirement as to the posting of a bond
or other security (it being understood that the Executive hereby waives any such
requirement). Any such injunctive relief shall be in addition to any other
remedies to which MHP, the General Partner, and the Company may be entitled at
law or in equity, or otherwise.
SECTION 11. AMENDMENT: WAIVER.
The terms and provisions of this Agreement may be modified or amended only
by written instrument executed by each of the parties hereto, and compliance
with the terms and provisions hereof may be waived only by a written instrument
executed by each party entitled to the benefits thereof. No failure or delay on
the part of any party in exercising any right, power or privilege granted
hereunder shall constitute a waiver thereof, nor shall any single or partial
exercise of any such right, power, or privilege preclude any other or further
exercise thereof or the exercise of any other right, power, or privilege granted
hereunder.
SECTION 12. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes any and all prior written or
oral agreements, arrangements, or understandings between MHP, the General
Partner, the Company and the Executive, including, without limitation, the
Employment Agreement among Market Hub Partners, L.P., Market Hub Partners, Inc.
and the Executive dated effective January 1, 1998; provided, however, that MHP's
obligation to pay the incentive compensation as described in Section 4.B.(3) of
that certain Employment Agreement (the "Prior Agreement") dated January 1,
1995, by and between Market Hub Partner, Inc. and the Executive survives the
execution of this Agreement.
SECTION 13. NOTICES.
All notices or communications hereunder shall be in writing, addressed as
follows, or to any other address subsequently provided to the other party:
To:
Market Hub Partners Storage, L.P., C/O Pacific Corp
000 XX Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxx
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To the Executive
Xx. Xxxxxx X. Xxxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
All such notices shall be conclusively deemed to be received and shall be
effective, (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy
or facsimile transmission, upon confirmation of receipt by the sender of such
transmission, or (iii) if sent by registered or certified mail, on the fifth day
after the day on which such notice is mailed.
SECTION 14. SEVERABILITY.
In the event that any term or provision of this Agreement is found to be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining terms and provisions hereof shall not be in any way affected or
impaired thereby, and this Agreement shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained therein.
SECTION 15. BINDING EFFECT: ASSIGNMENT.
This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns (it being understood and
agreed that, except as expressly provided herein, nothing contained in this
Agreement is intended to confer upon any other person or entity any rights,
benefits, or remedies of any kind or character whatsoever). Neither party may
assign this Agreement without the prior written consent of the other party;
provided, however, that the Company may assign this Agreement to any of its
affiliates or to any successor (whether by operation of law or otherwise) to all
or substantially all of its business and assets without the consent of the
Executive.
SECTION 16. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas (except that no effect shall be given to any
conflicts of law principles thereof that would require the application of the
laws of another jurisdiction).
SECTION 17. HEADINGS.
The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
SECTION 18. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
SECTION 19. APPROVALS.
This Agreement is made and entered into, and the Company agrees to employ
the Executive and the Executive agrees to accept such employment, subject to the
approval of this Agreement by the Board of Directors of the General Partner and
Market Hub Partners, Inc. Without such approval and ratification, this Agreement
shall be void and of no further effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the 24th
day of February, 1998 to be effective as of the date first above written.
MARKET HUB PARTNERS, L.P.
By: Market Hub Partners, Inc.,
its General Partner
By: XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx,
Chairman of the Board
MARKET HUB PARTNERS STORAGE, L.L.C.
By: XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx,
Chairman of the Board
MARKET HUB PARTNERS STORAGE, L.P.
By: Market Hub Partners Storage,
L.L.C. its General Partner
By: XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx,
Chairman of the Board
"EXECUTIVE"
XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
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