EMPLOYMENT CONTRACT
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By this agreement, TRINITY ENERGY RESOURCES, INC. ("Trinity"), also
referred to in this Agreement as "Employer," located in Houston, Xxxxxx County,
Texas, employs Xxxx X. Xxxxxxx ("Xxxxxxx"), also referred to in this Agreement
as "Employee," of Houston, Xxxxxx County, Texas, who accepts employment on the
following terms and conditions:
ARTICLE 1
TERM OF EMPLOYMENT
1.01. By this Agreement, the Employer employs the Employee, and the
Employee accepts employment with the Employer, for a period of two (2) years
beginning on the 1st day of July, 1999; however, this Agreement may be
terminated earlier, as provided in Article 9 below.
ARTICLE 2
COMPENSATION
BASE COMPENSATION
2.01. As compensation for all services rendered under this Agreement, the
Employee shall be paid by the Employer a salary of One Hundred Twenty Thousand
and no/100 Dollars ($120,000.00) payable in equal monthly installments on the
last day of each month during the period of employment. The amount paid is to be
prorated for any partial employment period.
COST OF LIVING INCREASE
2.02. The base salary set forth in Paragraph 2.01 of this Agreement shall
be adjusted annually to reflect the increase, if any, in the cost of living by
adding to such basic salary an amount obtained by multiplying the base salary by
the percentage by which the level of the Consumer Price Index for the Houston
Metropolitan Area, as reported for the last day of the calendar year by the
Bureau of Labor Statistics for the United States Department of Labor, has
increased over its level as of the date of the commencement of this Agreement.
Following the end of each year and within ten (10) days after the release by the
Bureau of Labor Statistics of the figures for such year, the Employer shall pay
to the Employee the amount of any additional compensation to which he is
entitled as a result of the adjustment described in this paragraph, or, at the
Employee's election, the Employer shall pay the amount of any additional
compensation under this paragraph by dividing the total amount of additional
compensation to be paid by the number of pay periods remaining in the calendar
year following the year for which any increase in compensation is due and
including such compensation in the Employee's monthly paycheck.
VACATION PAY
2.04. Employee shall be entitled to an annual vacation leave of four
calendar weeks or thirty calendar days at full pay. The time for such vacation
shall be selected by the Employee and approved by the Employer and it must be
taken within the calendar year after its accrual, or it may be accrued until the
next calendar year. If, upon the expiration of the term of this Agreement,
Employee has accrued unused vacation time, Employee shall be paid for such time
at the full compensation rate unless the accrued time is applied and carried
forward to any contract renewal, extension or new contract with Employer.
Otherwise, the Employee shall not be entitled to vacation pay in lieu of
vacation.
HOLIDAYS
2.05. During each calendar year, the Employee shall be entitled to a
holiday with full pay on each of the following days: New Year's Day, President's
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day
following, and Christmas Eve and Christmas Day or Christmas Day and the day
following at the Employer's election plus two floating holidays at the
Employee's election as a substitute for any holiday listed herein. Religious
holidays may be taken with full pay other than listed herein with no less than
ten (10) days notice to the Employer.
ARTICLE 3
DUTIES OF EMPLOYEE
DUTIES
3.01. Subject to the supervision and pursuant to the orders, advice and
direction of the Chief Executive Officer and/or the President , Employee shall
perform such duties as are customarily performed by one holding the position of
Vice-President and General Counsel in other businesses or enterprises of the
same or similar nature as that engaged in by Employer. Employee shall
additionally render such other and unrelated services and duties as may be
assigned to him from time to time by the Chief Executive Officer and/or
President.
MANNER OF PERFORMANCE
3.02. Employee shall at all times faithfully, industriously and to the
best of his ability, experience and talent, perform all duties that may be
required of and from him pursuant to the express and implicit terms hereof, to
the reasonable satisfaction of the Employer. Such duties shall be rendered at
such other place or places as Employer shall in good faith require or as the
interests, needs, business and opportunities of Employer shall require or make
advisable.
EMPLOYEE'S LOYALTY TO EMPLOYER'S INTERESTS
3.03. Employee shall devote such time, attention, knowledge and skill as
are reasonably required for the business and interests of Employer, and Employer
shall be entitled to all benefits, emoluments, profits or other issues arising
from or incident to any and all work, services and advice of Employee. Employee
expressly agrees that during the term hereof he will not be interested, directly
or indirectly, in any form, fashion or manner, as partner, officer, director,
stockholder, advisory, employee or in any other form or capacity, in any other
business similar to Employer's business except as designated in Exhibit 1 to
this Agreement. Nothing in this paragraph shall be deemed to prevent or limit
the Employee's right to invest his personal funds in the capital stock or other
securities of any publicly traded or publicly owned corporation nor shall this
paragraph be deemed to prevent Employee from investing in real estate or energy
commodity futures for himself or others. Nothing in this paragraph shall be
deemed to prevent or limit Employee's right to wind up and conclude
representation of other clients in matters undertaken prior to this Agreement.
EFFECT OF EMPLOYEE'S DISABILITY
3.04. If the Employee at any time, during the term of this Agreement,
should be unable to perform his duties under this Agreement because of personal
injury or illness, the Employer may assign the Employee to other duties
compatible with such disability. The compensation to be paid during the period
of such disability shall be 100% during the first 365 days of disability and 50%
thereafter for as long as the disability continues but not beyond the date
specified herein for the end of the employment term The Employee is entitled
to disability compensation under this paragraph only upon presentation of
written medical certification of the disability by physician duly licensed by
the State of Texas at the time of the disability. If the Employee refuses to
accept the modification in duties and compensation made by the Employer, this
Agreement shall terminate 10 days after Employee's refusal.
ARTICLE 4
EMPLOYEE BENEFITS AND BONUSES
MEDICAL BENEFITS
4.01. The Employer agrees to include the Employee in any hospital,
surgical and medical benefit plan adopted by Employer during the term of this
Agreement. The Employer further agrees to pay directly or reimburse Employee
for all out of pocket expenses, subject to the limitation below, incurred by
Employee that are not covered by the Employer's plan(s) provided that such
expenses are either co-payments or deductible payments to be made by Employee
pursuant to requirements of the plan (s) or are otherwise certified by
Employee's physician as medically necessary. Employer's payment towards health
care benefits under this paragraph shall be limited to Three Hundred and no/100
Dollars ($300.00) per month. Until such time as Employer adopts such a plan,
Employer agrees to reimburse Employee the cost of Employee's COBRA medical
coverage from Xxxxxxxx, Xxxxxxxx & Xxxxxxxx, L.L.P. or any other dependent
coverage for which Employee might be eligible.
GROUP LIFE INSURANCE
4.02. The Employer agrees to include the Employee under any group term
life insurance policy which Employer may purchase during the term of this
Agreement which for Employee shall be three times his base salary.
BONUS COMPENSATION
4.03. Should Employer, in its sole discretion, award additional
compensation to Employee in the form of a bonus payment, Employee agrees that
said bonus will be payable to him entirely in cash, entirely in Trinity common
stock or in a combination of cash and Trinity stock, subject to the availability
of stock, as the Employee shall determine.
AUTOMOBILE ALLOWANCE
4.04. Employee shall receive an additional SIX HUNDRED SIXTY-SEVEN
(HANDWRITTEN) no/100 Dollars ($667.00 HANDWRITTEN) per month as an allowance for
an automobile lease or purchase, full automobile insurance coverage, maintenance
and fuel. Employee understands that by accepting this provision, he will not be
reimbursed for mileage as a business expense.
DEATH BENEFIT
4.05. In the event that the Employee should die during the employment term
specified in this Agreement, the Employer agrees to pay immediately the sum of
$250,000.00 to the Employee's daughter, Xxxxxxx X. Xxxxxxx. If the Employee
does not have a daughter surviving, this sum shall be immediately payable to the
person, persons or entity designated by the Employee in a written instrument
delivered to the Employer prior to the Employee's death. If no written
designation is made, the entire sum shall be immediately paid to the Employee's
estate.
STOCK OPTION
4.06. By this paragraph, the Employer grants the Employee an option to
purchase shares of Employer's New Common Stock as follows:
Employee shall receive a total of 999,999 options of New Common Stock of
the corporation to purchase the New Common Stock of Trinity Gas Corporation;
one-third of such options shall be exercisable for five years on and after the
one year anniversary of employment with Employer and shall have an exercise
price per share of twenty-five ($ .25) (such options being called "One Year
Vested Options"); the next one-third of such options shall be exercisable for
five years on and after the two year anniversary of employment with Employer
shall have an exercise price per share of thirty percent (30%) under the average
of the last five trading days prior to the two year anniversary of employment
date (such options being called "Two Year Vested Options") and the final
one-third of such options shall be exercisable for five years on and after the
two year anniversary of the Confirmation Date and shall have an exercise price
per share of thirty percent (30%) under the average of the last five trading
days prior to the three year anniversary of employment date (such options being
called "Three Year Vested Options"). Unless the Stock Option Committee
determines otherwise, in the event that the employment term is terminated by the
Employer for reasons other than cause the stock options herein will become fully
vested and will be exercisable for two years or until the end of the option
term, whichever is shorter. Unless the Stock Option Committee determines
otherwise, in the event of termination of the Employee for cause or if Employee
should voluntarily terminate his employment with Employer, all unexercised stock
options will be immediately terminated. The options may be exercised in whole
or in part. It is agreed that the Employee shall not have any of the rights of,
nor be treated as, a shareholder with respect to the shares subject to this
option until the Employee has exercised the option, deliver of the stock
certificates for such shares has been made to the Employee, and the Employee has
become the shareholder of record of such shares. The option set forth in this
paragraph is not assignable nor transferable except as provided for by
Employer's Stock Option Plan which shall conform to the provisions of the Plan
of Reorganization.
ARTICLE 5
REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEE
BUSINESS EXPENSES
5.01. The Employee is authorized to incur reasonable business expenses for
promoting the business of the Employer, including expenditures for meals,
lodging, entertainment, gifts, and travel.
Employer will also reimburse Employee for state bar dues and continuing legal
education courses. The Employer will reimburse the Employee for all such
expenses upon the Employee's presentation and itemized account of such
expenditures in conformance with such policies and procedures governing
reimbursement of business expenses as Employer, from time to time, shall
determine.
ARTICLE 6
PROPERTY RIGHTS
RETURN OF EMPLOYER'S PROPERTY
6.01. On the termination of employment or whenever requested by the Employer,
the Employee shall immediately deliver to the Employer all property in the
Employee's possession or under his control belonging to the Employer.
ARTICLE 7
TERMINATION
TERMINATION BY EMPLOYER FOR CAUSE
7.01. The Employer may at its option terminate this Agreement by giving
written notice of termination to the Employee without prejudice to any other
remedy to which the Employer may be entitled either at law, in equity, or under
this Agreement, if the Employee:
(a) Willfully breaches or habitually neglects the duties that the Employee
is required to perform under the terms of this Agreement;
(b) Willfully violates reasonable and substantial rules governing employee
performance;
(c) Refuses to obey reasonable orders in a manner that amounts to
insubordination;
(d) Commits dishonest acts towards the Employer;
(e) Engages in acts of disruption or violence such as unprovoked fighting.
TERMINATION OF GROUNDS OTHER THAN FOR GOOD CAUSE
7.02. This agreement shall terminate immediately on the occurrence of any
of the following events:
(a) The occurrence of circumstances that make it impossible for the
business of the Employer to be continued.
(b) The death of the Employee.
(c) The loss by the Employee of legal capacity.
(d) Mutual agreement of the parties.
EFFECT OF TERMINATION
7.03. In the event of termination of this Agreement prior to the
completion of the term of employment specified herein, for any of the reasons
other than death, cause or disability, the Employee shall be entitled to the
compensation earned prior to the date of termination as provided for in this
Agreement, computed pro rata up to and including the date of termination. As
termination payment, Employee shall be paid an amount of the greater of six
months compensation or one-third of all compensation payable under the remaining
term of the contract. The Employee shall be entitled to no further compensation
and will be relieved of all duties and obligations under this Agreement as of
the date of termination.
ARTICLE 8
GENERAL PROVISIONS
NOTICES
8.01. All notices or other communications required under this Agreement
may be effected either by personal delivery in writing or by certified mail,
return receipt requested. Notice shall have been deemed to have been given when
delivered or mailed to the parties at their respective addresses set forth below
or when mailed to the last known address provided in writing to the other party
by the addressee.
TRINITY ENERGY RESOURCES, INC. XXXX X. XXXXXXX
000 Xxxx Xxxx, Xxxxx 000 00000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
CONTRACT TERMS TO BE EXCLUSIVE
8.02. This Agreement supersedes all other agreements, either oral or in
writing, between the parties to this Agreement, with respect to the employment
of the Employee by the Employer. This Agreement contains the entire
understanding of the parties and all of the covenants and agreements between the
parties with respect to such employment. No other representations, oral or
written, shall survive the execution of this Agreement and all representations
made by and between the parties respecting the subject matter hereof are
contained in this Agreement.
WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING
8.03. No waiver or modification of this agreement or of any covenant,
condition or limitation, shall be valid unless in writing and duly executed by
both parties.
GOVERNING LAW
8.04. This Agreement is fully performable in Houston, Xxxxxx County, Texas
and shall be governed and construed in accordance with the laws of the State of
Texas.
BINDING EFFECT
8.05. This agreement shall be binding on and inure to the benefit of the
respective parties and their respective heirs, assigns, legal representatives
and successors.
AGREEMENT SURVIVES INVALID PROVISIONS
8.06. Should any provision of this Agreement be declared invalid, illegal
or unenforceable by any court of competent jurisdiction, the remaining
provisions of the contract shall be construed and given effect as if the
Agreement did not contain the provision(s) declared to be invalid, illegal or
unenforceable.
EXECUTED ON THIS 11TH (HANDWRITTEN) DAY OF JUNE (HANDWRITTEN), 1999.
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TRINITY ENERGY RESOURCES, INC. XXXX X. XXXXXXX
T. C. O'DELL (SIGNATURE) XXXX X. XXXXXXX (SIGNATURE)
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by T. C. O'Dell, Chairman & Xxxx X. Xxxxxxx,
Chief Executive Officer Individually
EXHIBIT 1
The following disclosure is intended to comply with Section 3.03 of this
contract regarding business interests similar to Trinity Energy Resources, Inc.:
Employee has no such interests, directly or indirectly, in any such business.
