Employment Agreement Between Tejas Securities Group, Inc. and Kurt E. Morales
Employment
Agreement Between
Tejas
Securities Group, Inc. and Xxxx X. Xxxxxxx
This
Agreement is entered into by and between Tejas Securities Group, Inc.
hereinafter referred to as "Company" and Xxxx X. Xxxxxxx (hereinafter referred
to as "Employee"), as of June 1, 2006.
1. |
Term;
Employment-At-Will.
Subject to the terms and conditions herein contained, the Company
hereby
employs Employee, and Employee hereby accepts such employment, commencing
on the date of this Agreement. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT,
OR ANY ORAL OR WRITTEN REPRESENTATIONS TO THE CONTRARY, THE PARTIES
UNDERSTAND AND AGREE THAT EMPLOYEE'S EMPLOYMENT WITH THE COMPANY
MAY BE
TERMINATED BY EITHER PARTY AT ANY TIME FOR ANY REASON, WITH OR WITHOUT
CAUSE, AND WITH OR WITHOUT NOTICE. Nothing in this Agreement is intended
to create a contractual obligation on the part of Employee to serve
the
Company for any specified period of time or on the part of the Company
to
Employee for any specified period of time. Texas is an employment-
at-
will state, and Employee is employed by Company pursuant to this
doctrine.
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2. |
Position
and Duties.
During Employee's employment hereunder, Employee will hold the position
as
a Director of Accounting and/or such other position(s) as the Company
may
determine in its sole discretion. Employee shall, at all times, comply
with the federal securities acts, the rules, regulations, mandates
from
the SEC, interpretations and other directives issued by the NASD,
and any
stock commodity or option exchange or state or political subdivision
or
self regulatory organization with whom the Company or Employee is
registered or licensed or to which jurisdiction they are subject.
The
undersigned Employee has received and carefully reviewed the Company's
Policy and Operational Manual (the "Manual"), designed to assure
compliance with applicable laws, rules and regulations, and shall
comply
with all the provisions of the Manual, including all updates thereto
delivered by the Company from time to time. In addition, Employee
shall
comply with all applicable written policies for employees established
from
time to time by the Company. Failure to so comply with the Manual
and any
other written policies of the Company in accordance with this paragraph
shall constitute a material breach of this
Agreement.
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3. |
Compensation.
For all services which Employee may render to the Company or its
affiliates and/or subsidiaries in any capacity during the term hereof,
Employee will receive and the Company hereby agrees to pay the yearly
salary of $110,000 to the Employee. In addition, the Company hereby
agrees
to pay the Employee $10,000 upon the effective transfer of the Employee’s
NASD licenses to the Company.
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4. |
Start
Date.
The Employee will commence employment at the Company on June 1st,
2006.
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5. |
Benefits.
In addition to the compensation described in Section 3 above, Employee
shall be eligible to receive and/or participate in employee benefits
commensurate with Employee's position with the Company, all subject
to the
terms and conditions of the various benefits plans, as outlined in
summary
fashion below and which may be changed from time to time by the Company
without notice.
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a. |
401(k)
Plan
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b. |
Medical
and Dental
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c. |
Life
Insurance and Disability
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6. |
Payments
upon Termination.
Should this Agreement and your employment terminate by the occurrence
of
any event, then all salary, benefits and rights under this Agreement
shall
cease upon such termination. Nothing contained in this Agreement
shall
prevent your receipt of benefits otherwise due terminated employees
consistent with the terms contained in the Company's published policies
or
plans with respect to profit sharing, group insurance coverage, employee
stock options and restricted
shares.
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7. |
Termination.
This agreement may be terminated at any time by either party by written
notice which notice shall specify the effective date of termination.
Notice shall be deemed given upon transmission via facsimile or by
placement of such written notice in the U.S. mail, postage prepaid,
addressed to the other party hereto, either at my last known address
as
contained in the Company's records or to the Company at its principal
place of business.
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a. |
This
Agreement will terminate automatically and without notice if Employee
is
disqualified as a registered broker by the NASD.
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b. |
Upon
termination, Employee will immediately deliver to the Company all
funds,
property, records and supplies of every kind belonging to the
Company.
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c. |
Upon
termination, Employee will cease holding himself or herself out as
a
broker or employee of the Company or its
affiliates.
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d. |
Employee
agrees that upon termination, any and all outstanding obligations
owed by
Employee to the Company shall be immediately due and payable and
that any
debit balances shall be paid within thirty (30) days. Employee
understands, accepts and agrees that failure to pay such balances
will
result in a Form U-5 notation reflecting
same.
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8. |
Confidential
Material.
Employee will be given access to, receive and be entrusted with
confidential information, including but in no way limited to development,
marketing, organizational, financial, management, administrative,
production, distribution and sales information, data, specifications
and
processes presently owned or at any time in the future developed,
by the
Company or its affiliates, agents or consultants, or used presently
or at
any time in the future in the course of its business that is not
otherwise
part of the public domain (collectively, the "Confidential Material").
All
such Confidential Material is considered secret and is acknowledged
by
Employee to be made available to Employee in confidence. Except in
the
performance of Employee's duties under this Agreement, Employee shall
not,
directly or indirectly for any reason whatsoever, disclose or use
any such
Confidential Material, unless such Confidential Material ceases (through
no fault of Employee) to be confidential because it has become part
of the
public domain. All records, files, drawings, documents, equipment
and
other tangible items, wherever located, relating in any way to the
Confidential Material or otherwise to the Company's or its affiliates'
business, which Employee prepares, uses or encounters, shall be and
remain
the Company's or its affiliates' sole and exclusive property and
shall be
included in the Confidential Material. Upon termination of this Agreement
by any means, or whenever requested by the Company, Employee shall
promptly deliver to the Company any and all of the Confidential Material,
not previously delivered to the Company, that may be or at any previous
time has been in the possession or under the control of Employee
or its
employees or agents.
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9. |
Non-Solicitation.
During the term of, and in the event of the termination of this Agreement
for any reason, Employee (and any corporation or entity of which
Employee
is a director, officer, employee or greater than 5% shareholder)
shall not
for a period of one year after
termination:
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a. |
Solicit
for employment or engagement and then employ or engage any employee
of the
Company or any of its affiliates or subsidiaries or any person who
is an
independent contractor involved in rendering services to the Company
or
any of its affiliates or subsidiaries; or
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b. |
Make
any public statement concerning the Company, any of its affiliates
or
subsidiaries, or Employee's employment by the Company unless previously
approved by the Company, except as may be required by law; or
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c. |
Induce,
attempt to induce or knowingly encourage any Customer of the Company
or
any of its affiliates or subsidiaries to divert any business or income
from the Company or any of its affiliates or subsidiaries or to stop
or
alter the manner in which they are then doing business with the Company
or
any of its affiliates or subsidiaries.
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d. |
The
term "Customer" shall mean any individual or business firm that was
or is
a customer or client of, or one that was or is a party in a selling
agreement with, or whose business was actively solicited by, the
Company
or any of its affiliates or subsidiaries at any time, regardless
of
whether such customer was generated, in whole or in part, by the
efforts
of Employee.
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10. |
Representations
and Warranties.
Employee makes the following representations and warranties:
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a. |
Employee
hereby represents and warrants that he has no agreement in writing
or oral
with any person or entity that would preclude him working at
Company.
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b. |
Employee
hereby represents and warrants that he has not used disclosed/misused
confidential information belonging to any other person or
entity.
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11. |
Indemnification.
Employee hereby agrees to indemnify and hold harmless the Company,
its
officers, agents, directors, affiliates, subsidiaries, and employees,
for
any actions arising from any and all acts or omissions by Employee
in
connection with his previous
employment.
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12. |
Reimbursement
of Expenses.
Employee shall only expend, and shall only be entitled to reimbursement
for, appropriately documented reasonable and necessary business expenses
deemed reimbursable pursuant to written policies of the Company for
the
Employee, including the requirement for any pre-approvals provided
for
therein. The Company reserves the right to change and/or amend this
policy
at any time.
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13. |
No
Interest in Competitors.
Employee agrees that during the term of this Agreement Employee will
not
engage as a director, officer, owner, part-owner (five or more percent
shareholder), joint venturer, and agent, consultant or otherwise,
in any
business competitive with the Company or any of its affiliates or
subsidiaries. Passive investments are permitted by this
paragraph.
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14. |
Controlling
Law.
This Agreement shall be controlled, construed and enforced in accordance
with the laws of the State of
Texas.
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15. |
Arbitration.
Any dispute arising out of or relating to this agreement or its breach
between the Employee and Company shall be resolved by arbitration
pursuant
to the rules of the NASD and shall take place in Austin, Texas and
judgment upon the award entered by the arbitrator(s) may be entered
in any
court having jurisdiction thereof. The party prevailing, in addition
to
other relief, shall be entitled to an award for reasonable attorney's
fees
and related costs. Nothing in this paragraph, however, shall limit
or
affect the Company's right to seek from a court injunctive or other
equitable relief, including but not limited to relief for the unauthorized
sale, use or disclosure of Confidential Material.
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16. |
No
Waiver.
No waiver, express or implied, by Company of a default by Employee
under
this Agreement shall constitute a waiver of any subsequent default;
and,
following a waiver, express or implied, a demand for strict compliance
thereafter need not be served on
Employee.
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17. |
Severability.
If any term, covenant, condition or provision of this Agreement is
held by
a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the provisions shall remain in full force and effect
and
shall in no way be affected, impaired or
invalidated.
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18. |
Captions.
Captions of this Agreement are for convenience and reference only,
and the
words contained therein shall in know way be held to explain, modify,
amplify or aid in the interpretation, construction or meaning of
the
provisions of this Agreement.
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a. |
Number
and Gender.
In this Agreement, the neuter includes the feminine and masculine
and the
singular number includes the plural, and the word "person" includes
corporation, partnership, firm, or association wherever the context
so
requires.
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b. |
Mandatory
and Permissive.
"Shall" and "will" and "agrees"' are mandatory; "may" is
permissive.
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c. |
Term
Includes Extensions.
All references to the term of this Agreement or the Agreement term
shall
include any extensions of such
term.
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d. |
Assignment.
This Agreement constitutes a personal contract and Employee shall
not
transfer or assign this Agreement or any part thereof. Company shall
reserve the right to assign or transfer this Agreement to it successors
in
interest.
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e. |
Time
is of the Essence.
Time is of the essence of this Agreement, and each covenant and term
a
condition hereof.
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20. |
Integration.
This Agreement and all of the attached Schedules contain the entire
Agreement between the parties and supersedes all prior verbal and
written
agreements, understandings, commitments and practices between the
parties.
Any amendments to this Agreement shall be made in writing and executed
by
both parties.
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Xxxx
X. Xxxxxxx
/s/
Xxxx X.
Xxxxxxx
By:
Xxxx
X. Xxxxxxx
Xxxxx
Securities Group, Inc.
By:
/s/ Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
Title:
Chief Financial Officer
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