EMPLOYMENT AND NON-COMPETE AGREEMENT
EXHIBIT
10.3
EMPLOYMENT
AND NON-COMPETE AGREEMENT
THIS EMPLOYMENT AND NON-COMPETE
AGREEMENT (this “Agreement”) is
entered into and effective as of the 31st day of December, 2008 (the “Effective Date”), by
and between ZYBER
PHARMACEUTICALS, INC., a Louisiana corporation (“Employer”), and Xxxxxxx Xxxxxxx, a resident of
the lawful age of majority of the Commonwealth of Kentucky (“Employee”), who
hereby agree as follows:
WHEREAS Employer desires to
employ Employee, and Employee desires to accept employment with Employer,
subject to the terms and conditions hereinafter set forth,
NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Employer and Employee, intending to be legally bound,
hereby agree as follows:
1. Period of
Employment. Employer shall employ Employee, and Employee shall
serve Employer during the period commencing on the Effective Date, and
continuing through and including December 31, 2009 (the “Term”). The
term of employment shall automatically renew each year.
2. Duties and
Responsibilities. Employee shall be employed by Employer as
Vice President of Business Development. As such, Employee shall
provide services typically provided by a VP of Business Development, including,
without limitation, Product Development, Co-Promotional Opportunities and other
related miscellaneous duties, and such other duties and responsibilities as may
from time to time be assigned to or vested in Employee by Employer’s Board of
Directors (the “Board”) or by any
officer of Employer superior to Employee. Additionally, Employee’s
employment by Employer during the Term shall be subject to, and limited by, the
following conditions:
(a) Employee
shall be available to provide a minimum of forty-five (45) hours per week of
services to Employer. Employee shall provide such services upon
request of Employer, but Employer shall not be obligated to request that such
services be provided. So long as Employee is employed by Employer,
Employee shall devote Employee’s time, attention, skill and ability during
normal and usual business hours (and outside those hours when reasonably
necessary to fulfill Employee’s duties hereunder) to the faithful and diligent
performance of the duties and responsibilities described herein.
(b) Employee
shall (i) devote his full time, energy and attention during regular business
hours to the benefit and business of Employer in performing his duties pursuant
to this Agreement; (ii) not be employed by any other person on a full-time
basis; and (iii) not undertake any other activities (individually or
collectively), that conflict or materially interfere with the performance of
Employee’s duties hereunder.
(c) Employee’s
services shall be performed at Employer’s offices, as well as at such other
locations and subject to such travel requirements as reasonably necessary to the
performance of Employee’s duties hereunder.
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3. Compensation. As
compensation for the Services to be rendered pursuant to this Agreement, during
the Term:
(a) Employer
shall pay to Employee an annual salary of Two-Hundred Thousand and No/100
($200,000) Dollars (the “Salary”), payable in
accordance with Employer’s normal salary payment schedule. The
employer shall pay a bonus to employee based on performance of duties and the
conclusion of the first term of this contract that may range from 50% to 100% of
base salary.
(b) Employer
shall provide Employee with health insurance coverage paid by Employer, and
thereafter, the right to make COBRA insurance payments for health coverage by
Employer’s then insurance provider for the maximum period permissible by
law.
(c) As
additional consideration, Employer shall cause the Board to declare and issue a
dividend, which shall be non-taxable to Employee, on or before March 16, 2009,
to Employee, in an amount sufficient to pay all income tax liability which may
be owed by Employee resulting from his ownership of common stock of Employer for
the period from January 1, 2008 though the May 31, 2008 (the “Tax Amount”); provided,
however, that the parties agree that Employer may, for the purposes of
fulfilling its obligations under this Section 3(c),
pay the Tax Amount directly to the appropriate taxing authorities, and in such
case, Employer shall provide sufficient evidence of the same to Employee on or
before March 16, 2009.
(d) Employer
shall reimburse Employee for all reasonable, ordinary, and necessary business
expenses incurred in the performance of Employee’s duties hereunder in
accordance with and subject to the terms and conditions of Employer’s then
prevailing expense policy, a copy of which has been provided to
Employee. As a condition precedent to obtaining such reimbursement,
Employee shall provide to Employer any and all statements, bills or receipts
evidencing the expenses for which Employee seeks reimbursement, and such other
related information or materials as Employer may from time to time reasonably
require.
4. Termination. Unless
Employee’s employment is terminated pursuant to this Section, Employer shall
continue to employ Employee and Employee shall continue to serve Employer
throughout the Term.
(a) This
Agreement shall terminate automatically upon Employee’s death.
(b) For
purposes of this Agreement, Employee shall be deemed to be under a disability if
Employee shall be unable, by virtue of illness or physical or mental incapacity
or disability (from any cause or causes whatsoever), to perform Employee’s
essential job functions hereunder, whether with or without reasonable
accommodation, in substantially the manner and to the extent required hereunder
prior to the commencement of such disability, for a period exceeding thirty (30)
days (a “Disability”). In
light of the unique nature of Employee’s services, and the undue burden on
Employer that would result from Employee’s long term absence, Employer shall
have the right to terminate Employee’s employment hereunder in the event
Employee shall remain under a Disability for a period exceeding thirty (30)
days, such termination to occur at the end of any calendar month during the
continuance of such disability, upon at least thirty (30) days’ prior written
notice to Employee.
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(c) Additionally,
Employer shall have the right to terminate Employee’s employment for “Cause” at any time
and without prior notice and without payment of any severance allowance or
further compensation beyond the date of termination. For purposes of
this Agreement, “Cause” shall include:
(i) material default or other material breach by Employee of Employee’s
obligations hereunder; (ii) failure by Employee to perform diligently and
competently Employee’s duties hereunder; or (iii) fraud, libel, slander,
dishonesty, or any other act by Employee that is detrimental to Employer or its
good will or damaging to its relationships with its customers, suppliers, or
employees, including, without limitation, (A) use of alcohol or illegal drugs
such as to interfere with the performance of Employee’s obligations hereunder,
(B) conviction of or, plea of guilty or no contest to a felony or any crime
involving moral turpitude, dishonesty, or theft; and (C) material failure by
Employee to comply with applicable laws or governmental regulations with respect
to Employer operations or the performance of Employee’s duties.
(d) Employer
may terminate Employee’s employment without Cause at any time and without prior
notice. In the event of such termination, Employer shall pay to
Employee an amount equal to the balance of the then unpaid portion of the
Salary, net of all required and usual deductions. After the first
term of the contract, if employee is terminated without cause, employer shall
pay to employee one year’s salary and provide health insurance for on year to
employee.
(e) In the
event of termination of this Agreement for any reason, the payments (if any)
required to be provided to Employee pursuant to this Section shall be in full
and complete satisfaction of any and all obligations owing to Employee pursuant
to this Agreement.
5. Confidential
Information. Both during and after the Term, Employee shall
not, directly or indirectly, divulge, publish, communicate, or make available to
any person, corporation, governmental agency, or other entity (except in
performing Employee’s duties hereunder), or use for Employee’s own or any other
person or entity’s purposes or benefit, any trade secret, confidential business
information, or any other information, know how, designs, specifications,
techniques, methods, concepts, inventions, developments, discoveries,
improvements, knowledge, or data of Employer which is not generally known to the
public (separately and collectively, “Confidential
Information”) (including, but not limited to, Confidential Information
relating to research, product development or design, manufacturing or
manufacturing processes, maintenance or repair processes, purchasing, product or
material costs, sales or sales strategies or prospects, pricing or pricing
strategies, advertising or promotional programs, product information, or mailing
or customer lists, finances (including prices, costs, and revenues), and other
business arrangements, plans, procedures and strategies), and shall use
Employee’s best efforts to prevent the publication or disclosure by any other
person or entity of any such Confidential Information. Employer shall
not be under any obligation to identify specifically by any notice or other
action any Confidential Information to which this Section shall
apply. The confidentiality obligations of Employee hereunder shall
specifically apply to any such Confidential Information obtained by Employee
prior to the Effective Date as a result of (a) Employee’s former ownership of
the stock of Employer, (b) Employee’s employment with Employer prior to the
Effective Date, (c) Employee’s prior position as an officer and/or member of the
Board, or (d) any other source. While Employee is employed by
Employer, all documents and Confidential Information compiled, received, held or
used by Employee in connection with the business of Employer shall remain
Employer’s property, and shall be delivered by Employee to Employer upon the
termination of Employee’s employment, for whatever reason, or at any earlier
time requested by Employer.
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6. Unfair
Competition.
(a) Employee
agrees and acknowledges that, by virtue of Employee’s employment and position
with Employer, Employee shall have access to and maintain an intimate knowledge
of Employer’s activities and affairs, including Confidential Information, trade
secrets, confidential business information, and other confidential
matters. As a result of such access and knowledge, and because of the
special, unique, and extraordinary services that Employee is capable of
performing for Employer or one of its competitors, Employee acknowledges that
the Services to be rendered by Employee pursuant to this Agreement are of a
character giving them a peculiar value, the loss of which cannot adequately or
reasonably be compensated solely by money damages. Consequently,
Employee agrees that any breach or threatened breach by Employee of Employee’s
obligations under this Section, or of Section 5 or
Section 7
of this Agreement, would cause irreparable injury to Employer, and that Employer
shall be entitled to (i) preliminary and permanent injunctions enjoining
Employee from violating such provisions, and (ii) money damages in the amount of
fees, compensation, benefits, profits or other remuneration earned by Employee
or any competitor as a result of any such breach, together with interest, and
costs and attorneys’ fees and paralegals’ fees expended to collect such damages
or secure such injunctions. Nothing in this Agreement, however, shall
be construed to prohibit Employer from pursuing any other remedy, Employer and
Employee having agreed that all such remedies shall be cumulative.
(b) For
purposes of this Agreement, the term “Business of Employer”
shall mean the development, marketing, sale, and/or licensing of pharmaceutical
products and the related intellectual property rights with respect thereto
(“Products”). The
term “Products”
shall include products similar in targeted effect and use to Employer’s current
line of adult strength liquids and tablets, pediatric medications, upper
respiratory medications, women’s health medications, nutritional products, pain
relief products and medications, antibiotics, gastroenterology products and
medications, and any other products developed, sold, marketed, licensed or used
by Employer during Employee’s employment by Employer.
7. Solicitation of
Employees. As a condition of employment with Employer, and as
a further material inducement to Employer to employ Employee hereunder, Employee
agrees that, while Employee is employed by Employer, and for a period of two (2)
years thereafter, Employee shall not, directly, or indirectly (as an employee,
member shareholder, agent or contractor for another person or entity), solicit,
hire or induce the termination from employment with Employer of any person who
was employed by Employer, or induce such person to accept employment other than
with Employer.
8. Inventions. Employee
hereby agrees that any and all improvements, inventions, discoveries,
developments, creations, formulae, processes, methods, or designs, and any
documents, things, or information relating thereto, whether patentable or not
(individually and collectively, “Work Product”) within
the scope of or pertinent to any field of business or research in which Employer
is engaged or (if such is known to or ascertainable by Employee) considering
engaging, which Employee may conceive or make, or may have conceived or made
during Employee’s employment with Employer or during Employee’s former ownership
of stock in Employer, whether alone or with others, at any time within or
without normal working hours, shall be and remain the sole and exclusive
property of Employer. Employer shall have the full right to use,
assign, license or transfer all rights to or relating to Work
Product. Employee shall, whenever requested to do so by Employer
(whether during Employee’s employment or thereafter), at Employer’s expense,
execute any and all applications, assignments, or other instruments, and do all
other things (including giving testimony in any legal proceeding) which Employer
may deem necessary or appropriate in order to (a) apply for, obtain, maintain,
enforce, or defend letters patent or copyright registrations of the United
States or any, other country for any Work Product, or (b) assign, transfer,
convey, or otherwise make available to Employer any right, title or interest
which Employee might otherwise have in any Work Product. Employee
shall promptly communicate, disclose, and, upon request, report upon and deliver
all Work Product to Employer, and shall not use or permit any Work Product to be
used for any purpose other than on behalf of Employer, whether during Employee’s
employment or thereafter.
4
9. Additional
Obligations. Both during and after the Term, Employee shall,
upon reasonable notice, furnish Employer with such information as may be in
Employee’s possession, and cooperate with Employer, as may reasonably be
requested by Employer (and, after the Term, with due consideration for
Employee’s obligations with respect to any new employment or business activity)
in connection with any litigation in which Employer is or may become a
party. Employer shall reimburse Employee for all reasonable expenses
incurred by Employee in fulfilling Employee’s obligations under this
Section.
10.
Policies and
Procedures. Employer shall have the authority to establish
from time to time the policies and procedures to be followed by Employee in
handling the business of the Employer.
11.
Mediation. With
respect to any disputes arising out of or related to this Agreement, the parties
will first submit any such matter to non-binding mediation to take place in the
Parish of Orleans, Louisiana. The parties shall share equally all
initial costs of mediation. If mediation is not successful, the
parties may thereafter bring any additional legal action or proceeding with
respect to this Agreement in the District Court for the Parish of Ascension,
State of Louisiana, in accordance with the terms and conditions of Section 12
below.
12.
Choice of Venue; Waiver of
Right to Jury Trial. Except as provided in Section 11
hereof with respect to the venue for mediation, any legal action or proceeding
with respect to this Agreement shall be brought in the District Court for the
Parish of Ascension, State of Louisiana. The parties hereto hereby
waive the right to a jury trial in any action, proceeding or counterclaim
arising out of, or related to, the terms, conditions or enforcement of this
Agreement, or any other aspect of the acts, transactions or occurrences
described herein, or the transactions contemplated by or related to this
Agreement. The prevailing party (upon the issuance of a final,
non-appealable judgment or order) shall be required to be reimbursed by the
other party for its or his reasonable attorneys’ and paralegals’ fees, experts’
fees and costs and fees related to the dispute, including costs of mediation or
other legal proceeding, in addition to any other relief to which that party may
be entitled.
13.
Confidentiality. The
terms and conditions of this Agreement shall be confidential. Neither
Employer or Employee shall disclose, directly or indirectly, this Agreement or
any of its terms and conditions, or any documents provided by Employer to
Employee pursuant to this Agreement, to any other person or entity without the
express written consent of the other unless required by law, court order, formal
process of a governmental agency or to enforce the terms of this Agreement;
provided,
however, that the parties acknowledge and agree that only to the extent
necessary to purse legal claims, to effect the transactions contemplated by this
Agreement and any agreements or transactions contemplated herein, this Section
shall not preclude the parties from disclosing this Agreement and its terms to
the parties’ respective lawyers and accountants for the limited purposes set
forth herein.
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14.
Governing
Law. This Agreement shall be construed in accordance with, and
governed by, the Laws of the State of Louisiana applicable to agreements to be
performed entirely in the State of Louisiana without regard to its conflicts of
law rules.
15.
Headings. The
subject headings of the sections of this Agreement are included for purposes of
convenience only, and shall not control or affect the meaning, construction or
interpretation of any of its provisions.
16. Notice. Any
notice or other communication required or permitted under this Agreement by
either party hereto to the other shall be in writing, and shall be deemed
effective upon (a) personal delivery, if delivered by hand, (b) three days after
the date of deposit in the mails, postage prepaid, if mailed by certified or
registered mail, or (c) the next business day, if sent by a prepaid overnight
courier service, and in each case addressed as follows:
| If to Employee, to: |
Xxxxxxx
Xxxxxxx
|
|
|
|
| If to Employer, to: |
Zyber
Pharmaceuticals, Inc.
0000
Xxxx Xx.
Xxx
Xxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxx
X. Xxxxx, Xx.
|
|
|
|
| With a copy to: |
Xxxxxx
Xxxxxxx
00000
Xxxxxxxxx Xxxxx
Xxxxxxxx,
Xxxxx 00000
|
|
|
|
| With a copy to: |
Xxxxxx,
P.L.C.
000
Xx. Xxxxxxx Xxx; Ste. 4400
Xxx
Xxxxxxx, Xxxxxxxxx 00000
Attn:
Jordan X. Xxxxxxx, Esq.
|
Either
party may change the address or addresses to which notices are to be sent by
giving notice of such change of address in the manner provided by this
Section
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17. Binding Effect;
Successors. This Agreement shall be binding upon and shall
inure to the benefit of Employer and its successors and assigns, and shall inure
to the benefit of and be binding upon Employee and his executors,
administrators, heirs and legal representatives. Because Employee’s
Services hereunder are special, personal and unique in nature, Employee may not
transfer, sell or otherwise assign his rights, obligations or benefits under
this Agreement. Nothing in this Agreement shall preclude Employer
from assigning, in full or part, this Agreement to any affiliate of Employer, or
preclude Employer from consolidating or merging into or with, or transferring
all or substantially all of its assets to, another entity which assumes this
Agreement and all obligations and undertakings of Employer hereunder; provided,
however, said assignment shall be in a writing reasonably satisfactory to
Employee and the assignee shall assume all obligations of Employer hereunder,
and provided
further, that Employer shall not be released from, and shall continue to
be liable with respect to, its obligations hereunder as fully as if such
assignment had not been made.
18. Waiver. No
waiver of a default by either party of any term, covenant or condition hereof to
be performed or observed by the other party shall be construed as, or operate
as, a waiver of any subsequent default of the same or any other term, covenant
or condition hereof. No provision of this Agreement can be waived
unless such waiver is expressed in writing and signed by all of the parties
hereto.
19. No
Conflict. Employee represents and warrants that Employee is
not subject to any agreement, order, judgment or decree of any kind which would
prevent Employee from entering into this Agreement or performing fully
Employee’s obligations hereunder.
20. Construction. The
language of this Agreement shall be construed as a whole, according to its fair
meaning and intent and not strictly for or against any party, regardless of who
drafted or was principally responsible for drafting the Agreement or any
specific term or condition hereof. The parties to this Agreement have
had sufficient time to consult legal counsel and negotiate changes regarding the
terms hereof. This Agreement shall be deemed to have been drafted by
both parties to this Agreement, and neither shall urge otherwise.
21. Severability. The
provisions of this Agreement are severable. The parties intend that
if any provision of this Agreement should be adjudged invalid or unenforceable
in any jurisdiction, then such provision shall, as to such jurisdiction only, be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining provisions hereof, provided such invalidity does not
materially prejudice either party in its or his rights and obligations contained
in the valid provisions of this Agreement, and any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
22. Counterparts; Entire
Agreement; Modification. This Agreement may be executed in
multiple counterparts, all of which together shall constitute one and the same
instrument. Signatures by facsimile shall be considered valid and
binding on the parties hereto. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous oral or written agreements,
representations, and understandings of the parties. No supplement,
modification or amendment to this Agreement shall be binding unless executed in
writing by all parties to this Agreement.
[COUNTERPART
SIGNATURES ON THE FOLLOWING PAGES]
7
COUNTERPART
SIGNATURE PAGE TO
EMPLOYMENT
AND NON-COMPETE AGREEMENT
BY AND
BETWEEN
ZYBER
PHARMACEUTICALS, INC.
AND
XXXXXXX
XXXXXXX
THUS DONE AND SIGNED, at New
Orleans, Louisiana, in the presence of me, Notary Public, and the undersigned
competent witnesses on the 31st day of DECEMBER, 2008, after a due reading of
the whole.
| WITNESSES: |
EMPLOYER:
|
||
|
Print
Name: _____________________________________
|
ZYBER PHARMACEUTICALS, INC. | ||
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By:
|
/s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | |||
| Print Name: ______________________________________ | Its: President | ||
[COUNTERPART
SIGNATURES ON THE FOLLOWING PAGE]
8
COUNTERPART
SIGNATURE PAGE TO
EMPLOYMENT
AND NON-COMPETE AGREEMENT
BY AND
BETWEEN
ZYBER
PHARMACEUTICALS, INC.
AND
XXXXXXX
XXXXXXX
THUS DONE AND SIGNED, at New
Orleans, Louisiana, in the presence of me, Notary Public, and the undersigned
competent witnesses on the 31st day of DECEMBER, 2008, after a due reading of
the whole.
|
WITNESSES:
______________________________________________
|
EMPLOYER:
|
||
| Print Name: _____________________________________ | ZYBER PHARMACEUTICALS, INC. | ||
|
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxx | |
| _______________________________________________ | XXXXXXX XXXXXXX | ||
| Print Name: ______________________________________ | |||
9
EXHIBIT
A
Non-Compete
Territories
I. LOUISIANA
PARISHES:
Acadia
Parish, Xxxxx Xxxxxx, Ascension Parish, Assumption Parish, Avoyelles Parish,
Xxxxxxxxxx Parish, Bienville Parish, Bossier Parish, Caddo Parish, Calcasieu
Parish, Xxxxxxxx Xxxxxx, Xxxxxxx Parish, Catahoula Parish, Claiborne Parish,
Concordia Parish, De Soto Parish, East Baton Rouge Parish, East Xxxxxxx Xxxxxx,
East Xxxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Iberia
Parish, Iberville Parish, Xxxxxxx Parish, Xxxxxxxxx Xxxxx Parish, Xxxxxxxxx
Xxxxxx, La Salle Parish, Lafayette Parish, Lafourche Parish, Lincoln Parish,
Xxxxxxxxxx Parish Madison Parish, Xxxxxxxxx Parish, Natchitoches Parish, Orleans
Parish, Ouachita Parish, Plaquemines Parish, Pointe Coupee Parish, Rapides
Parish, Red River Parish, Richland Parish, Xxxxxx Xxxxxx, St. Xxxxxxx Xxxxxx,
St. Xxxxxxx Xxxxxx, St. Xxxxxx Xxxxxx, St. Xxxxx Xxxxxx, St. Xxxx The Baptist
Parish, St. Landry Parish, St. Xxxxxx Xxxxxx, St. Xxxx Xxxxxx, St. Tammany
Parish, Tangipahoa Parish, Tensas Parish, Terrebonne Parish, Union Parish,
Vermilion Parish, Xxxxxx Xxxxxx, Washington Parish, Webster Parish, West Baton
Rouge Parish, West Xxxxxxx Xxxxxx, West Xxxxxxxxx Xxxxxx, and Xxxx
Xxxxxx.
II. ALABAMA
COUNTIES:
Autauga
County, Xxxxxxx County, Xxxxxxx County, Xxxx County, Xxxxxx County, Xxxxxxx
County, Xxxxxx County, Xxxxxxx County, Xxxxxxxx County, Cherokee County, Xxxxxxx
County, Choctaw County, Xxxxxx County, Clay County, Cleburne County, Coffee
County, Colbert County, Conecuh County, Coosa County, Xxxxxxxxx County, Xxxxxxxx
County, Cullman County Xxxx County, Dallas County, De Xxxx County, Xxxxxx Count,
Escambia County, Etowah County, Fayette County, Franklin County, Geneva County,
Xxxxxx County, Xxxx County, Xxxxx County, Houston County, Xxxxxxx County,
Jefferson County, Xxxxx County, Lauderdale County, Xxxxxxxx County, Xxx County,
Limestone County, Lowndes County, Macon County, Madison County, Marengo County,
Xxxxxx County, Xxxxxxxx County, Mobile County, Monroe County, Xxxxxxxxxx County,
Xxxxxx County, Perry County, Xxxxxxx County, Pike County, Xxxxxxxx County,
Xxxxxxx County, Shelby County, St. Clair County, Sumter County, Talladega
County, Tallapoosa County, Tuscaloosa County, Xxxxxx County, Washington County,
Xxxxxx County, and Winston County.
10
TEXAS
COUNTIES:
Xxxxxxxx
County, Xxxxxxx County, Angelina County, Aransas County, Xxxxxx County,
Xxxxxxxxx County, Atascosa County, Austin County, Xxxxxx County, Bandera County,
Bastrop County, Baylor County, Bee County, Xxxx County, Bexar County, Xxxxxx
County, Xxxxxx County, Bosque County, Bowie County, Brazoria County, Brazos
County, Xxxxxxxx County, Xxxxxxx County, Xxxxxx County, Xxxxx County, Xxxxxxxx
County, Burnet County, Xxxxxxxx County, Xxxxxxx County, Xxxxxxxx County, Cameron
County, Camp County, Xxxxxx County, Cass County, Xxxxxx County, Xxxxxxxx County,
Cherokee County, Childress County, Clay County, Xxxxxxx County, Coke County,
Xxxxxxx County, Collin County, Xxxxxxxxxxxxx County, Colorado County, Comal
County, Comanche County, Concho County, Xxxxx County, Xxxxxxx County, Xxxxxx
County, Crane County, Xxxxxxxx County, Xxxxxx County, Xxxxxxxxx County, Dallam
County, Dallas County, Xxxxxx County, De Xxxx County, Deaf Xxxxx County, Delta
County, Xxxxxx County, Xxxxxxx County, Dimmit County, Xxxxxx County, Xxxxx
County, Eastland County, Ector County, Xxxxxxx County, El Paso County, Xxxxx
County, Erath County, Falls County, Xxxxxx County, Fayette County, Xxxxxx
County, Xxxxx County, Xxxxx County, Fort Bend County, Franklin County, Freestone
County, Frio County, Xxxxxx County, Galveston County, . Xxxxx County, Xxxxxxxxx
County, Xxxxxxxxx County, Goliad County, Xxxxxxxx County, Xxxx County, Xxxxxxx
County, Xxxxx County, Xxxxxx County, Xxxxxxxxx County, Xxxx County, Hall County,
Xxxxxxxx County, Xxxxxxxx County, Xxxxxxxx County, Xxxxxx County, Xxxxxx County,
Xxxxxxxx County, Xxxxxxx County, Xxxxxxx County, Xxxx County, Xxxxxxxx County,
Xxxxxxxxx County, Xxxxxxx County, Hill County, Hockley County, Hood County,
Xxxxxxx County, Houston County, Xxxxxx County, Xxxxxxxx County, Xxxx County,
Xxxxxxxxxx County, Xxxxx County, Xxxx County, Xxxxxxx County, Jasper County,
Xxxx Xxxxx County, Jefferson County, Xxx Xxxx County, Xxx Xxxxx County, Xxxxxxx
County, Xxxxx County, Xxxxxx County, Xxxxxxx County, Xxxxxxx County, Kenedy
County, Kent County, Xxxx County, Xxxxxx County, King County, Xxxxxx County,
Kleberg County, Xxxx County, La Salle County, Xxxxx County, Lamb County,
Lampasas County, Lavaca County, Xxx County, Xxxx County, Liberty County,
Limestone County, Xxxxxxxx County, Live Oak County, Llano County, Loving County,
Lubbock County, Xxxx County, Madison County, Xxxxxx County, Xxxxxx County, Xxxxx
County, Matagorda County, Maverick County, XxXxxxxxx County, McLennan County,
XxXxxxxx County, Xxxxxx County, Xxxxxx County, Midland County, Xxxxx County,
Xxxxx County, Xxxxxxxx County, Montague Xxxxxxxxxx County, Xxxxx County, Xxxxxx
County, Motley County, Nacogdoches County, Xxxxxxx County, Xxxxxx County, Xxxxx
County, Nueces County, Ochiltree County, Oldham County, Orange County, Palo
Pinto County, Panola County, Xxxxxx County, Xxxxxx County, Pecos County, Polk
County, Potter County, Presidio County, Rains County, Xxxxxxx County, Xxxxxx
County, Real County, Red River County, Xxxxxx County, Xxxxxxx County, Xxxxxxx
County, Xxxxxxxxx County, Rockwall County, Xxxxxxx County, Xxxx County, Sabine
County, San Augustine County, San Jacinto County, San Xxxxxxxx County, San Saba
County, Xxxxxxxxxx County, Xxxxxx County, Xxxxxxxxxxx County, Shelby County,
Xxxxxxx County, Xxxxx County, Somervell County, Starr County, Xxxxxxxx County,
Sterling County, Stonewall County, Xxxxxx County, Xxxxxxx County, Tarrant
County, Xxxxxx County, Xxxxxxx County, Xxxxx County, Xxxxxxxxxxxx County, Xxxxx
County, Xxx Xxxxx County, Xxxxxx County, Trinity County, Tyler County, Upshur
County, Upton County, Uvalde County, Val Verde County, Van Zandt County,
Victoria County, Xxxxxx County, Xxxxxx County, Xxxx County, Washington County,
Xxxx County, Xxxxxxx County, Xxxxxxx County, Wichita County, Wilbarger County,
Willacy County, Xxxxxxxxxx County, Xxxxxx County, Xxxxxxx County, Wise County,
Wood County, Xxxxxx County, Young County, Xxxxxx County, and Xxxxxx
County.
11
