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EXHIBIT 10.9
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this lst day of August, 1996, the Effective Date, by and between Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Xxxxx X. Xxxxxxx
("Xx. Xxxxxxx").
ETC desires to employ Xx. Xxxxxxx as its Manager of Workers
Compensation Services and Xx. Xxxxxxx desires to accept such employment with
ETC, all on the following terms and subject to the following conditions.
NOW, THEREFORE, ETC and Xx. Xxxxxxx hereby agree as follows.
1. Employment. ETC hereby employs Xx. Xxxxxxx, and Xx. Xxxxxxx hereby
accepts employment by ETC, for the term and compensation and subject to the
terms and conditions hereinafter set forth.
2. Duties of Xx. Xxxxxxx. Xx. Xxxxxxx shall serve in the capacity of
Manager of Workers Compensation Services. In that capacity, Xx. Xxxxxxx shall
have responsibility for managing Workers Compensation services of ETC. Xx.
Xxxxxxx 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. Xxxxxxx shall devote her entire business time and efforts to the
performance of the duties and responsibilities contained in this Agreement.
3. Compensation. As compensation for her services rendered to ETC in
the capacities set forth above, ETC shall pay Xx. Xxxxxxx at the rate of fifty
thousand dollars ($50,000) per year. Within ninety days an incentive program
will be developed to add additional compensation based on Xx. Xxxxxxx'x and
ETC's performances in the Workers Compensation program.
Xx. Xxxxxxx also has the option to purchase up to fifty thousand
(50,000) shares of ETC stock at a rate of one dollar ($1.00) per one thousand
(1,000) shares to be exercised at the rate of one third on August 1, 1997, one
third on August 1, 1998, and the remaining one third on August 1, 1999. Xx.
Xxxxxxx must be an employee of ETC or its successor company on the
aforementioned dates to earn the stock.
4. Benefits. During the term hereof, Xx. Xxxxxxx shall be entitled to
medical insurance programs provided by ETC on the same basis as other ETC
employees. Xx. Xxxxxxx will also be allowed to take a one week vacation in
October and will be paid for that time, taken 11/11 - 11/15/96.
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Employment Agreement Between ETC and Xxxxx X. Xxxxxxx Page 2
5. Reimbursement of Expenses. ETC shall reimburse Xx. Xxxxxxx for all
pre-approved travel and other expenses actually incurred by her 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. Xxxxxxx
upon appropriate documentation of such expenditures in accordance with ETC
policies.
6. Term. This Agreement is for a term of three years from the
Effective date. Should ETC cancel this Agreement for any reason other than for
cause, the liquidated damages shall be payment of fifteen percent (15%) of any
compensation due to Xx. Xxxxxxx under this Agreement, including stock options
and incentive programs if canceled during the first year of employment, twenty
percent (20%) of any compensation due if canceled during the second year of
employment, and twenty five percent (25%) of any compensation due if canceled
during the third year of employment.
7. Termination. This Agreement and Xx. Xxxxxxx'x employment hereunder
shall terminate in the event of Xx. Xxxxxxx'x death or if Xx. Xxxxxxx becomes
permanently disabled as determined by the ETC Board of Directors.
8. Non-Disclosure of Information and Trade Secrets. During her
employment hereunder and thereafter, Xx. Xxxxxxx will not disclose to any
person or entity not directly connected with ETC, or use for her 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. Xxxxxxx'x performance of her 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. Xxxxxxx Xx. Xxxxx X. Xxxxxxx
000 Xxxxx Xxxxx
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
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Employment Agreement Between ETC and Xxxxx X. Xxxxxxx Page 3
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 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. XXXXXXX
/s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
