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EXHIBIT 10.9
EMPLOYMENT AGREEMENT
This agreement ("the Agreement") entered into as of this __________
day of July 1995 between the parties 3CI Complete Compliance Corporation, a
Delaware corporation (the "Corporation"), and Xxxxxxx X. Crochet ("Employee")
of Shreveport, Louisiana;
WITNESSETH
WHEREAS, Employee is a principal founder of predecessor companies of
the Corporation, and has previously represented the Corporation with experience
and expertise; and
WHEREAS, the Corporation seeks the continuity and expertise of
Employee for realizing objectives of prudent long-term growth and profitable
operations of the Corporation.
NOW, THEREFORE, for and in consideration of the compensation to be
paid Employee hereunder contained, Employee and Corporation hereby agrees as
follows:
SECTION 1. TERMS. The initial term of this Agreement shall be for the
period commencing June 1, 1995 and continuing until May 31, 1998, thereafter
renewed annually at the mutual consent of the Employee and the Corporation. In
the event that Employee or Corporation seek not to renew the Agreement, notice
shall be tendered in writing six (6) months prior to the next renewal date.
SECTION 2. PRIMARY DUTIES. Subject to the approval and instructions of
the Board of Directors and the Chief Executive Officer, if any, Employee, as
President, shall have responsibility for day-to-day operations of the
Corporation, and implementation of actions that are intended to result in
profitability and prudent long-term growth of the Corporation, to include but
not necessarily limited to: hiring key employees whose responsibilities shall
include operations, administration, sales and marketing, development of
operating and market strategies, and policies and procedures intended to
increase the efficiency, productivity and profitability of existing, and future
businesses of the Corporation and its subsidiaries. It is also the duty of
Employee to recommend and take action to consolidate the Corporation's business
in order to overcome past problems.
SECTION 3. BENFITS. Employee shall be eligible to participate in all
employee welfare and benefit plans, group health insurance and other fringe
benefits made available to, on the same basis as, and subject to the
restrictions applicable to other employees of the Corporations.
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EMPLOYMENT AGREEMENT: CROCHET
Employee shall be entitled to reimbursement of the cost of term life
insurance policy in the face amount of up to Five Hundred Thousand and No/100
Dollars ($500,000.00), the proceeds of which shall be payable on an equally
shared basis to Employee's estate and to the Corporation.
Employee shall be entitled to the non-exclusive use of an automobile
owned by the Corporation, or, at Employee's option, shall be entitled to
reimbursement in an amount of up to Four Hundred and No/l00 Dollars ($400.00)
per month for lease or purchase of an automobile.
SECTION 4. SALARY. Corporation shall pay Employee an annualized salary
in amounts not less than:
(1) June 1, 1995 -- September 30, 1995 = $115,000
October 1, 1995 -- September 30, 1996 = 130,000
October 1, 1996 -- September 30, 1997 = 145,000
October 1, 1997 -- May 31, 1998 = 160,000
SECTION 5. BONUS. As an additional incentive to Employee, Employee
shall be a participant, either individually or with others, in a bonus plan,
and Corporation shall pay Employee an annual bonus, in an amount determined by
the Board of Directors, from an approved bonus plan described below, based on
Fiscal Year Pre-Tax Profits as a percentage of Revenues:
Pre-Tax Profits Aggregate Bonus
as a % of Revenue Pool Percentage of Plan
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Less than 5.0% No bonus
5.01 to 6.0% 6%
6.01 to 7.0% 7
7.01 to 8.0% 8
8.01 to 9.0% 9
9.01 or greater 10
SECTION 6. STOCK OPTIONS. Employee shall be entitled to a grant of
stock options, for 90,000 shares of common stock of the Corporation,
exercisable at a price of $2.00 per share. The Corporation and Employee
acknowledge that Employee currently has vested options to purchase 32,500
shares of common stock of the Corporation at a price of $3.00 per share
pursuant to a prior employment agreement, and Employee agrees that all other
options currently held by Employee to purchase shares of capital stock of the
Corporation are hereby terminated.
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EMPLOYMENT AGREEMENT: CROCHET
SECTION 7. COVENANT AGAINST COMPETITION. Employee agrees during this
Agreement and at least until May 31, 199B that for so long as this Agreement is
in effect (and for so long as payments are made to employee pursuant to Section
9 hereinafter), and for one year thereafter, Employee (i) will not, directly or
indirectly engage in a principal or agent in any type of business entity or
venture that at the time is directly competitive with the business of the
Corporation in the parishes and counties designated on Exhibit "A" annexed
hereto, and (ii) will not hire, employ, engage, or contract with any employee
of the Corporation during such period, and (iii) will not solicit or entice any
employee of the Corporation to leave the employ of the Corporation.
Nothing in this section shall prohibit Employee from purchasing and
holding as an investment not more than one percent (1.0%) of any class of the
issued and outstanding publicly traded shares of a corporation engaged in
competition with the Corporation.
SECTION 8. CONFIDENTIALITY OF INFORMATION. Except for an act on behalf
of the Corporation with the consent of or as directed by the Board or as may be
required by law, the Employee shall keep confidential and shall not divulge to
any other person or entity, during the term of employment or thereafter, any of
the business secrets or other confidential information regarding the
Corporation and its affiliates, which has not otherwise become public
knowledge; provided, however, that nothing in this Agreement shall preclude the
Employee from disclosing information (i) to parties retained to perform
services for the Corporation or its subsidiaries, or (ii) under any other
circumstances to the extent such disclosure is, in the reasonable judgment of
the Employee, appropriate or necessary to further the best interest of the
Corporation or its affiliates, or (iii) as may be required by law.
SECTION 9. TERMINATION. This Agreement shall terminate immediately in
event of the Employee's death or in the event that, in the reasonable judgment
of the Board of Directors of the Corporation ("Board"), the Employee is disabled
so as to be unable to perform his material duties hereunder. The Board may
discharge the Employee from his employment hereunder for Cause (as hereinafter
defined). Any discharge of the Employee for Cause, and the effective date
thereof, shall be communicated to the Employee in writing. For purposes of this
Agreement, the term "Cause" shall mean any of the following:
(a) the Employee's intentional theft or embezzlement, or attempted
theft or embezzlement, of money or property of the Corporation
or its affiliates; the Employee's intentional perpetration or
attempted perpetration of
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EMPLOYMENT AGREEMENT: CROCHET
fraud, or his participation in a fraud or attempted fraud, on
the Corporation or its affiliates; or the Employee's
intentional, unauthorized appropriation of, or his intentional
attempt to misappropriate, any tangible or intangible assets
or property of the Corporation or its affiliates;
(b) any intentional material act or acts of disloyalty,
misconduct, or moral turpitude by the Employee demonstrably
injurious to the interest, property, operations, business, or
reputation of the Corporation or its affiliates or the
Employee's conviction of a crime the commission of which could
result in material injury to the Corporation or its
affiliates; or
(c) the Employee's material failure to perform his duties under
this Agreement, or his material breach of or material default
in the performance or observance of any of his obligations,
promises, undertakings, representations, or warranties under
this Agreement, provided, however, that an act or omission
under this Section 9(c) shall not be deemed to constitute Cause
if it is of such a nature that all detriment otherwise
resulting to the Corporation or its affiliates therefrom can
be cured and, to the reasonable satisfaction of the Board, is
promptly eliminated by appropriate action, and the Employee
causes such action to be taken within ten (10) days following
written notice from the Board with respect thereto.
The Board may terminate the Employee's employment without Cause, upon 30 days'
prior notice to the Employee. In the event Employee is terminated without
cause, the Employee will cease to be an employee of the Corporation and all
obligations of the Corporation to the Employee shall terminate, except that the
Employee shall be entitled to receive, during the then remaining term of this
agreement, a monthly payment equal to the Employee's monthly base salary in
effect on the date of termination, after appropriate deductions for federal,
state or local withholding or other taxes. In the event the Employee is
required to institute litigation in order to enforce the provisions of this
paragraph and said Employee prevails in such litigation, Employer shall pay
Employee all costs reasonably incurred in connection therewith including
reasonable attorney's fees.
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EMPLOYMENT AGREEMENT CROCHET
SECTION 10. DEATH. If Employee dies during the term of this Agreement,
this Agreement shall automatically terminate, and the Corporation shall have
the obligation to pay to the estate of the Employee only monthly payments equal
to fifty percent (50%) of the monthly salary remaining to be paid under this
Agreement or extension thereof; provided that, in no event shall said
obligation to make monthly payments exceed a period of eighteen months.
SECTION 11. NOTICES. All notices, requests, consents, and other
communication on this Agreement shall be in writing and shall be deemed to have
been delivered on the date personally delivered or on the date mailed, postage
prepaid, by certified mail, return receipt requested, to the respective parties
as follows: 3C1 Complete Compliance Corporation, 000 Xxxxxxxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxxx 00000 with a copy to Xxxxxxx X. Xxxxxx, Xxxxxxxxx &
Xxxxxxxx, 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxx, 00000, (210)
224-5575, Facsimile No. (000) 000-0000; Xxxxxxx Crochet, 000 Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxxx 00000; with a copy to Xxxxxx X. Xxxxxx, Cook, Yancey,
King & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxxx,
318/227-7728, Facsimile No. 318/227-7850.
SECTION 12. ENTIRE AGREEMENT: AMENDMENT. This Agreement constitutes
the entire agreement between the parties respecting the services of Employee
and there are no representation, warranties, agreement, or commitments between
the parties hereto as set forth herein. This Agreement may be amended only by
an instrument in writing executed by Employee and the Corporation.
SECTION 13. BINDING EFFECT. This Agreement is for the benefit of
Employee and the Corporation and shall be binding and enforceable by and
against their successors, assigns, respective heirs, donees, pledges, devises,
transferees, and representatives.
SECTION 14. ATTORNEY'S FEES. In the event of breach of this Agreement,
the party not in breach shall be entitled to recover its or his reasonable
attorneys' fees and costs incurred in enforcing rights granted hereunder.
SECTION 15. INDEMNIFICATION. The Corporation agrees to indemnify
Employee for any loss, claim, damage, cost, judgment or settlements approved by
the Corporation, including attorney's fees, if Employee is a party or is
threatened to be made a party in any threatened, pending or completed action
brought, in whole or in part, by reason of the fact that employee is or was an
officer, director, employee or agent of the Corporation, to the fullest extent
allowed by applicable law. Corporation further agrees that any expenses
incurred by Employee in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be
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EMPLOYMENT AGREEMENT: CROCHET
paid by the Corporation in advance of the final disposition of such action,
and, upon Employee incurring same, suit or proceeding upon receipt of an
undertaking on behalf of the Employee to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation under applicable law. This right of indemnification shall be deemed
to be in addition to any other rights of indemnification to which Employee
shall be entitled by virtue of the Corporation's articles of incorporation,
by-laws, statue or otherwise and shall be effective for so long as Employee is
or may be made party to any action brought, in whole or in part, by reason of
Employee serving as an officer, director, employee or agent of the Corporation.
Section 16. GOVERNING LAW. This Agreement shall be governed and
construed under and by virtue of the laws of the State of Louisiana.
Section 17. INVENTION. Employee will promptly disclose to the
Corporation
a) all inventions, improvements, discoveries and technical
developments (Inventions) made or conceived by Employee,either
alone or with other during the term of his employment and
b) all Inventions which are based on proprietary information of
the Corporation and are made or conceived by Employee either
alone or with others, within one year of leaving the
Corporation's employment.
Employee herewith assigns to the Corporation the entire right, title and
interest in and to such Inventions which relate in any way to or are useful in
the Corporation's business and he agrees to cooperate with the Corporation in
the procurement and maintenance of patens, copyright, and/or other protection
of the Corporation's rights in such Inventions, at the Corporation's expense.
Employee will keep and maintain adequate and current written records of all
such Inventions, which shall be the property of the Corporation. If a patent
application or copyright is filed by Employee or on his behalf within one year
of leaving the Company's employment, describing and Invention within this scope
of Employee's work for the Corporation or which otherwise relates to a portion
of the Corporation's business of which Employee had knowledge during his
employment, it is to be conclusively presumed that the Invention was conceived
by Employee during the period of such employment.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers or director, and Employee has executed
this Agreement, in each case as of the date first written above.
3C1/ Complete Compliance
Corporation: Employee:
By: /s/ [ILLEGIBLE] /s/ XXXXXXX X. CROCHET
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Title: DIRECTOR Xxxxxxx X. Crochet
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Date: August 31, 1995 Date: August 31, 1995
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