EXHIBIT 10
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement") dated as of April 1, 2002,
between Teletouch Communications, Inc., a Delaware corporation (together with
its subsidiaries, the "Company"), and J. Xxxxxx Xxxxxx, an individual residing
in Tyler, Texas (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company desires to offer the Employee employment upon the
terms and conditions set forth herein and the Employee desires to accept such
employment;
NOW THEREFORE in consideration of the mutual benefits to be derived
from this Agreement, the Company and the Employee hereby agree as follows:
1. Term of Employment; Office and Duties.
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(a) Beginning on April 1, 2002 (the "Employment Date"), and
for an initial term ending April 1, 2005, the Company shall employ the Employee
as a senior executive of the Company with the title of President, Chief
Operating Officer and Chief Financial Officer, with the duties and
responsibilities prescribed for such offices in the Bylaws of the Company and
such additional duties and responsibilities consistent with such positions as
may from time to time be assigned to the Employee by the Board of Directors.
Employee agrees to perform such duties and discharge such responsibilities in
accordance with the terms of this Agreement. This Agreement shall be renewed for
an additional one (1) year term, by the mutual written agreement of the Employee
and the Company at least thirty (30) days prior to its expiration.
(b) The Employee shall devote all of his working time to the
business and affairs of the Company other than during vacations of four weeks
per year and periods of illness or incapacity; provided, however, that nothing
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in this Agreement shall preclude the Employee from devoting time required: (i)
for serving as a director or officer of any organization or entity not in the
paging business, the cellular telephone business, and any other businesses in
which the Company becomes involved; (ii) delivering lectures or fulfilling
speaking engagements; or (iii) engaging in charitable and community activities;
provided, however, that such activities do not interfere with the performance of
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his duties hereunder.
2. Compensation and Benefits.
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For all services rendered by the Employee in any capacity during the
period of Employee's employment by the Company, including without limitation,
services as an executive officer or member of any committee of the Board of
Directors or any subsidiary, affiliate or division thereof, from and after the
Effective Date the Employee shall be compensated as follows:
(a) Base Salary. The Company shall pay the Employee a fixed
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salary ("Base Salary") at a rate of Two Hundred Forty Thousand Dollars
($240,000) per year. The Board of Directors may periodically review the
Employee's Base Salary with a view to increasing such
Base Salary if, in the judgment of the Board of Directors, the earnings of the
Company or the services of the Employee merit such an increase. Base Salary will
be payable in accordance with the customary payroll practices of the Company.
(b) Bonus.
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(i) Employee will be given a bonus of $38,000 upon
signing this agreement.
(ii) Employee will be entitled to receive an annual
bonus ("the "Annual Bonus"), payable each year subsequent to the issuance of
final audited financial statements, but in no case later than 150 days after the
end of the Company's most recently completed fiscal year. The targeted amount of
the Annual Bonus is $50,000-$100,000, but the final determination on the amount
of the Annual Bonus will be made by the Compensation Committee of the Board of
Directors, based primarily upon the Company's actual reported operating
performance versus the Company's budgeted performance for the Company's most
recently completed fiscal year. Specifically, the Compensation Committee will
give consideration to Earnings Before Interest, Taxes, Depreciation and
Amortization ("EBITDA"), to EBITDA less Capital Expenditures, and to other
traditional criteria for determining operating performance. The Compensation
Committee may also consider other more subjective factors in making its
determination.
(c) Fringe Benefits.
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(i) The Employee shall be entitled to participate in
such disability, health and life insurance and other fringe benefit plans or
programs, including a Section 401(k) retirement plan, of the Company established
from time to time by the Board of Directors, if any, to the extent that his
position, tenure, salary, age, health and other qualifications make him eligible
to participate, subject to the rules and regulations applicable thereto. Such
additional benefits shall include, but not be limited to, paid sick leave and
individual health insurance, all in accordance with the policies of the Company.
Where possible, all waiting and eligibility periods will be waived.
(ii) On December 17, 2001 the Employee was granted a
non-qualified stock option (the "Employment Option") to purchase 333,333 shares
of the Company's Common Stock, par value $.001 per share (the "Common Stock"),
the price thereof computed based on the average closing transaction price for
the twenty (20) days preceding the date of grant. The term of the Employment
Option is for a period of ten (10) years from the date of grant. The shares
eligible for purchase under the Employment Option xxxxx xxxx pro rata daily over
a three (3) year period commencing December 17, 2001. The Employment Option
remains outstanding and, except as provided in Section 2(c)(4) hereof, is not
otherwise impacted by the execution of this Employment Agreement.
(iii) In addition to the foregoing, on September 1,
2002, and provided that Employee is still in the employ of the Company, Employee
will be granted an additional non-qualified option to purchase 166,667 shares of
the Company's Common Stock (the "Outyear
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Option"). The Outyear Option shall have an exercise price per share equal to the
average of the closing price of the Common Stock for the 20 trading days prior
to September 1, 2002. The Outyear Option shall vest on a daily basis, pro rata
over a two (2) year period beginning on the date of their grant.
(iv) The vesting of the Employment Option and
the Outyear Option shall accelerate upon a change in control of the Company as
defined in Rule 405 of the Securities Act of 1933 or upon sale of substantially
all of the assets of the Company or the merger out of existence of the Company
provided that Employee is still in the employ of the Company or has not been
terminated in contemplation of such transaction.
(d) Withholding and Employment Tax. Payment of all
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compensation hereunder shall be subject to customary withholding tax and other
employment taxes as may be required with respect to compensation paid by an
employer/corporation to an employee.
(e) Disability. The Company shall, to the extent such
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benefits can be obtained at a reasonable cost, provide the Employee with
disability insurance benefits at least as favorable to the Employee as those
being provided by the Company to other senior executives of the Company. In the
event of the Employee's Disability (as hereinafter defined), the Employee and
his family shall continue to be covered by all of the Company's life, medical,
health and dental plans, at the Company's expense, to the extent such benefits
can be obtained at a reasonable cost, for the term of such Disability (as
hereinafter defined) in accordance with the terms of such plans.
(f) Death. The Company shall, to the extent such benefits
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can be obtained at a reasonable cost, provide the Employee with life insurance
benefits at least as favorable to the Employee as those being provided by the
Company to other senior executives of the Company. In the event of the
Employee's death, the Employee's family shall continue to be covered by all of
the Company's medical, health and dental plans, at the Company's expense, to the
extent such benefits can be obtained at a reasonable cost, for twenty-four (24)
months following the Employee's death in accordance with the terms of such
plans.
(g) Vacation. Employee shall receive four (4) weeks of
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vacation annually, administered in accordance with the Company's existing
vacation policy.
3. Business Expenses.
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The Company shall pay or reimburse all reasonable travel and
entertainment expenses incurred by the Employee in connection with the
performance of his duties under this Agreement, including reimbursement for
attending out-of-town meetings of the Board of Directors if requested to attend,
in accordance with such procedures as the Company may from time to time
establish for senior officers and as required to preserve any deductions for
federal income taxation purposes to which the Company may be entitled and
subject to the Company's normal requirements with respect to reporting and
documentation of such expenses.
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4. Termination of Employment.
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Notwithstanding any other provision of this Agreement, Employee's
employment with the Company may be terminated upon written notice to the other
party as follows:
(a) By the Company, in the event of the Employee's death or
Disability (as hereinafter defined) or for Cause (as hereinafter defined). For
purposes of this Agreement, "Cause" shall mean either: (i) the indictment of, or
the bringing of formal charges against, Employee by a governmental authority of
competent jurisdiction for charges involving criminal fraud or embezzlement;
(ii) the conviction of Employee of a crime involving an act or acts of
dishonesty, fraud or moral turpitude by the Employee, which act or acts
constitute a felony; (iii) Employee's continued failure to substantially perform
Employee's duties hereunder (after the elapse of a reasonable period to cure
such failure to perform if such failure is curable) following written notice
from the Board of Directors specifically setting forth such failure; (iv)
Employee having willfully caused the Company, without the approval of the Board
of Directors, to fail to abide by either a valid contract to which the Company
is a party or the Company's Bylaws; (v) Employee having committed acts or
omissions constituting gross negligence or willful misconduct with respect to
the Company; (vi) Employee having committed acts or omissions constituting a
material breach of Employee's duty of loyalty or fiduciary duty to the Company
or any material act of dishonesty or fraud with respect to the Company which are
not cured in a reasonable time, which time shall be 30 days from receipt of
written notice from the Company of such material breach; or (vii) Employee
having committed acts or omissions constituting a material breach of this
Agreement which are not cured in a reasonable time, which time shall be 30 days
from receipt of written notice from the Company of such material breach. A
determination that Cause exists as defined in clauses (iv), (v), (vi) or (vii)
(as to this Agreement) of the preceding sentence shall be made by at least a
majority of the members of the Board of Directors. For purposes of this
Agreement, "Disability" shall mean the inability of Employee, in the reasonable
judgment of a physician appointed by the Board of Directors, to perform his
duties of employment for the Company or any of its subsidiaries because of any
physical or mental disability or incapacity, where such disability shall exist
for an aggregate period of more than 120 days in any 365-day period or for any
period of 90 consecutive days. The Company shall by written notice to the
Employee specify the event relied upon for termination pursuant to this Section
4(a), and Employee's employment hereunder shall be deemed terminated as of the
date of such notice. In the event of any termination under this Subsection 4(a),
the Company shall pay all amounts then due to the Employee under Section 2(a) of
this Agreement for any portion of the payroll period worked but for which
payment had not yet been made up to the date of termination, and, if such
termination was for Cause, the Company shall have no further obligations to
Employee under this Agreement, and any and all options granted hereunder shall
terminate according to their terms. In the event of a termination due to
Employee's Disability or death, the Company shall comply with its obligations
under Sections 2(e) and 2(f).
(b) By the Company, in the absence of Cause, for any reason
and in its sole and absolute discretion, provided that in such event the Company
shall, as liquidated damages or severance pay, or both, continue to pay to
Employee the Base Salary (at a monthly rate equal to the rate in effect
immediately prior to such termination) for the 24-month period commencing on the
date of termination (the "Termination Payments"). For the avoidance of doubt,
the intent of the foregoing is that the Company shall pay to Employee ratably,
over a 12-month period, 24/12 of the amount of the Base Salary. In addition, the
Company will pay to Employee a minimum
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bonus, payable as severance within 90 days after the close of the Company's most
recent fiscal year for which an annual bonus hereunder has not yet been
determined as of the date of termination, in an amount equal to the greater of
(i) $100,000 or (ii) the amount of Annual Bonus determined in accordance with
the provisions of Section 2(b)(i) hereof, pro rated for that portion of the
fiscal year during which the Employee served as President, Chief Operating
Officer and Chief Financial Officer pursuant to this Agreement; provided
however, that no bonus shall accrue or be payable hereunder if the Company's
reported EBITDA for such fiscal year is less than 75% of budgeted EBITDA for
such fiscal year.
(c) By the Employee for "Good Reason," (as the Employee shall
determine in good faith) which shall be deemed to exist: (i) if the Company's
Board of Directors fails to elect or reelect the Employee to, or removes the
Employee from, any of the offices referred to in Section 1(a); (ii) if the scope
of Employee's duties, responsibilities, authority or position is significantly
reduced (excluding, for this purpose, changes in responsibilities resulting from
the growth or shrinkage of the Company's business) (but not excluding changes
resulting from a sale of the Company, whether by merger, tender offer or
otherwise) provided that Employee shall act within 30 days of any such
diminution in the scope of his duties, responsibilities, authority or position;
(iii) if the Company shall have continued to fail to comply with any material
provision of this Agreement after a 30-day period to cure (if such failure is
curable) following written notice to the Company of such non-compliance; or,
(iv) upon a change in control of the Company as defined in Rule 405 of the
Securities Act of 1933 or upon sale of substantially all of the assets of the
Company or the merger out of existence of the Company. In the event of any
termination under this Section 4(c), the Company shall, as liquidated damages or
severance pay, or both, pay the Termination Payments to Employee for the
12-month period commencing on the date notice of such termination is given to
the Company. In addition, the Company will pay to Employee a minimum bonus,
payable as severance within 90 days after the close of the Company's most recent
fiscal year for which an annual bonus hereunder has not yet been determined as
of the date of termination, in an amount equal to the greater of (i) $100,000 or
(ii) the amount of Annual Bonus determined in accordance with the provisions of
Section 2(b)(i) hereof, pro rated for that portion of the fiscal year during
which the Employee served as President, Chief Operating Officer and Chief
Financial Officer pursuant to this Agreement; provided however, that no bonus
shall accrue or be payable hereunder if the Company's reported EBITDA for such
fiscal year is less than 75% of budgeted EBITDA for such fiscal year. Finally,
any and all unvested options granted hereunder shall immediately terminate and
that any and all vested options granted hereunder shall terminate according to
their terms in the event Employee is no longer employed by the Company.
(d) Employee and the Company shall execute a mutual release of
all claims against the other party (excluding claims pursuant to this Agreement
for post-termination obligations of the parties) prior to commencing the payment
of Termination Payments.
(e) During any period in which Employee is obligated not to
compete with the Company pursuant to Section 5 hereof (unless Employee was
terminated for Cause), Employee and his family shall continue to be covered by
the Company's life, medical, health and death plans. Such coverage shall be at
the Company's expense to the same extent as if Employee were still employed by
the Company. In the event of a termination pursuant to Sections 4(b) or 4(c),
the Company shall provide to Employee, at the Company's expense, outplacement
services of a nature customarily provided to a senior executive. Notwithstanding
the foregoing, the
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obligations of the Company pursuant to this Section 4(e) shall remain in effect
no longer than twelve months following Employee's termination.
(f) Notwithstanding any other provision of this Agreement, the
Company shall have the right on one occasion to defer making Termination
Payments to Employee for a maximum period of ninety (90) days (the "Deferral
Period") if the making of such payments will cause a default or event of default
under the Company's senior loan agreement. Prior to electing to defer
Termination Payments hereunder, the Company will make good faith efforts to
obtain a waiver of any such default or event of default from its senior lender.
5. Non-Competition.
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During the period of Employee's employment hereunder, for three (3)
years after any termination of Employee's employment under Section 4(b) or 4(c)
and for three (3) years after any termination of Employee pursuant to Section
4(a) hereof, the Employee shall not, within any state in which the Company or
any subsidiary of the Company is duly qualified to do business, or in any state
in which the Company is then providing services or marketing its services (or
engaged in active discussions to provide such services), or within a one hundred
(100) mile radius of any such state, directly or indirectly own any interest in,
manage, control, participate in, consult with, render services for, or in any
manner engage in any business competing with the businesses of the Company as
such businesses exist or are in development on the date of the termination of
the Employee's employment (unless the Board of Directors shall have authorized
such activity and the Company shall have consented thereto in writing).
Investments in less than five percent of the outstanding securities of any class
of a corporation subject to the reporting requirements of Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended, shall not be
prohibited by this Section 5. At the option of Employee and so long as Employee
shall have executed the mutual release required under Section 4(d), Employee's
obligations under this Section 5 arising after the termination of Employee shall
be suspended during any period (except for a Deferral Period) in which the
Company fails to pay to him Termination Payments required to be paid to him
pursuant to this Agreement. The provisions of this Section 5 are subject to the
provisions of Section 14 of this Agreement.
6. Inventions and Confidential Information.
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The parties hereto recognize that a major need of the Company is to
preserve its specialized knowledge, trade secrets, and confidential information.
The strength and good will of the Company is derived from the specialized
knowledge, trade secrets, and confidential information generated from experience
with the activities undertaken by the Company and its subsidiaries. The
disclosure of this information and knowledge to competitors would be beneficial
to them and detrimental to the Company, as would the disclosure of information
about the marketing practices, pricing practices, costs, profit margins, design
specifications, analytical techniques, and similar items of the Company and its
subsidiaries. The Employee acknowledges that the proprietary information,
observations and data obtained by him while employed by the Company concerning
the business or affairs of the Company are the property of the Company. By
reason of his being a senior executive of the Company, the Employee has or will
have access to, and has obtained or will obtain, specialized knowledge, trade
secrets and confidential information about the Company's operations and the
operations of its subsidiaries, which operations extend throughout the United
States. Therefore, subject to the provisions of Section
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14 hereof, the Employee hereby agrees as follows, recognizing that the Company
is relying on these agreements in entering into this Agreement:
(i) During the period of Employee's employment with the Company and for
three (3) years thereafter, the Employee will not use, disclose to
others, or publish or otherwise make available to any other party any
inventions or any confidential business information about the affairs
of the Company, including but not limited to confidential information
concerning the Company's products, methods, engineering designs and
standards, analytical techniques, technical information, customer
information, employee information, and other confidential information
acquired by him in the course of his past or future services for the
Company. Employee agrees to hold as the Company's property all books,
papers, letters, formulas, memoranda, notes, plans, records, reports,
computer tapes, printouts, software and other documents, and all copies
thereof and therefrom, in any way relating to the Company's business
and affairs, whether made by him or otherwise coming into his
possession, and on termination of his employment, or on demand of the
Company, at any time, to deliver the same to the Company within twenty
four (24) hours of such termination or demand.
(ii) During the period of Employee's employment with the Company and for
three (3) years thereafter, (a) the Employee will not directly or
indirectly through another entity induce or otherwise attempt to
influence any employee of the Company to leave the Company's employ and
(b) the Employee will not directly or indirectly hire or cause to be
hired or induce a third party to hire, any such employee (unless the
Board of Directors shall have authorized such employment and the
Company shall have consented thereto in writing) or in any way
interfere with the relationship between the Company and any employee
thereof and (c) induce or attempt to induce any customer, supplier,
licensee, licensor or other business relation of the Company to cease
doing business with the Company or in any way interfere with the
relationship between any such customer, supplier, licensee or business
relation of the Company.
Notwithstanding any language to the contrary, the terms of this Section 6 will
be without force and effect if the Company terminates the Employee without
cause.
7. Indemnification.
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The Company will indemnify (and advance the costs of defense of) the
Employee (and his legal representatives) to the fullest extent permitted by the
laws of the state in which the Company is incorporated, as in effect at the time
of the subject act or omission, or by the Certificate of Incorporation and
Bylaws of the Company, as in effect at such time or on the date of this
Agreement, whichever affords greater protection to the Employee, and the
Employee shall be entitled to the protection of any insurance policies the
Company may elect to maintain generally for the benefit of its executive
officers, against all judgments, damages, liabilities, costs, charges and
expenses whatsoever incurred or sustained by him or his legal representative in
connection with any action, suit or proceeding to which he (or his legal
representatives or other successors) may be made a party by reason of his being
or having been an officer of the Company or any of its subsidiaries except that
the Company shall have no obligation to indemnify Employee for liabilities
resulting from conduct of the Employee with respect to which
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a court of competent jurisdiction has made a final determination that Employee
committed gross negligence or willful misconduct.
8. Litigation Expenses.
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In the event of any litigation or other proceeding between the Company
and the Employee with respect to the subject matter of this Agreement and the
enforcement of the rights hereunder and such litigation or proceeding results in
final judgment or order in favor of the Employee, which judgment or order is
substantially inconsistent with the positions asserted by the Company in such
litigation or proceeding, the Company in such event shall reimburse the Employee
for all of his reasonable costs and expenses relating to such litigation or
other proceeding, including, without limitation, his reasonable attorneys' fees
and expenses. In no event shall the Employee be required to reimburse the
Company for any of the costs and expenses relating to such litigation or other
proceeding.
9. Consolidation; Merger; Sale of Assets; Change of Control.
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Nothing in this Agreement shall preclude the Company from combining,
consolidating or merging with or into, transferring all or substantially all of
its assets to, or entering into a partnership or joint venture with, another
corporation or other entity, or effecting any other kind of corporate
combination provided that the corporation resulting from or surviving such
combination, consolidation or merger, or to which such assets are transferred,
or such partnership or joint venture assumes this Agreement and all obligations
and undertakings of the Company hereunder. Upon such a consolidation, merger,
transfer of assets or formation of such partnership or joint venture, this
Agreement shall inure to the benefit of, be assumed by, and be binding upon such
resulting or surviving transferee corporation or such partnership or joint
venture, and the term "Company," as used in this Agreement, shall mean such
corporation, partnership or joint venture or other entity, and this Agreement
shall continue in full force and effect and shall entitle the Employee and his
heirs, beneficiaries and representatives to exactly the same compensation,
benefits, perquisites, payments and other rights as would have been their
entitlement had such combination, consolidation, merger, transfer of assets or
formation of such partnership or joint venture not occurred.
10. Survival of Obligations.
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Sections 4, 5, 6, 7, 8, 9, 11, 12 and 14 shall survive the termination
for any reason of this Agreement (whether such termination is by the Company, by
the Employee, upon the expiration of this Agreement or otherwise).
11. Employee's Representations.
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The Employee hereby represents and warrants to the Company that (i) the
execution, delivery and performance of this Agreement by the Employee do not and
shall not conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which the Employee is a
party or by which he is bound, (ii) the Employee is not a party to or bound by
any employment agreement, noncompete agreement or confidentiality agreement with
any other person or entity and (iii) upon the execution and delivery of this
Agreement by the Company, this Agreement shall be the valid and binding
obligation of the Employee,
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enforceable in accordance with its terms. The Employee hereby acknowledges and
represents that he has consulted with legal counsel regarding his rights and
obligations under this Agreement and that he fully understands the terms and
conditions contained herein.
12. Company's Representations.
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The Company hereby represents and warrants to the Employee that (i) the
execution, delivery and performance of this Agreement by the Company do not and
shall not conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which the Company is a party
or by which it is bound and (ii) upon the execution and delivery of this
Agreement by the Employee, this Agreement shall be the valid and binding
obligation of the Company, enforceable in accordance with its terms.
13. Enforcement.
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Because the Employee's services are unique and because the Employee has
access to confidential information concerning the Company, the parties hereto
agree that money damages would not be an adequate remedy for any breach of this
Agreement. Therefore, in the event of a breach or threatened breach of this
Agreement, the Company may, in addition to other rights and remedies existing in
its favor, apply to any court of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce, or prevent any violations
of, the provisions hereof (without posting a bond or other security).
14. Severability.
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In case any one or more of the provisions or part of a provision
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect in any jurisdiction, such invalidity, illegality
or unenforceability shall be deemed not to affect any other jurisdiction or any
other provision or part of a provision of this Agreement, nor shall such
invalidity, illegality or unenforceability affect the validity, legality or
enforceability of this Agreement or any provision or provisions hereof in any
other jurisdiction; and this Agreement shall be reformed and construed in such
jurisdiction as if such provision or part of a provision held to be invalid or
illegal or unenforceable had never been contained herein and such provision or
part reformed so that it would be valid, legal and enforceable in such
jurisdiction to the maximum extent possible. In furtherance and not in
limitation of the foregoing, the Company and the Employee each intend that the
covenants contained in Sections 5 and 6 shall be deemed to be a series of
separate covenants, one for each county of the State of Texas and one for each
and every other state, territory or jurisdiction of the United States and any
foreign country set forth therein. If, in any judicial proceeding, a court shall
refuse to enforce any of such separate covenants, then such unenforceable
covenants shall be deemed eliminated from the provisions hereof for the purpose
of such proceedings to the extent necessary to permit the remaining separate
covenants to be enforced in such proceedings. If, in any judicial proceeding, a
court shall refuse to enforce any one or more of such separate covenants because
the total time, scope or area thereof is deemed to be excessive or unreasonable,
then it is the intent of the parties hereto that such covenants, which would
otherwise be unenforceable due to such excessive or unreasonable period of time,
scope or area, be enforced for such lesser period of time, scope or area as
shall be deemed reasonable and not excessive by such court.
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15. Entire Agreement; Amendment.
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Except as otherwise set forth in this Agreement, this Agreement
contains the entire agreement between the Company and the Employee with respect
to the subject matter hereof and thereof. This Agreement may not be amended,
waived, changed, modified or discharged except by an instrument in writing
executed by or on behalf of the party against whom enforcement of any amendment,
waiver, change, modification or discharge is sought. No course of conduct or
dealing shall be construed to modify, amend or otherwise affect any of the
provisions hereof.
16. Notices.
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All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if physically
delivered, delivered by express mail or other expedited service or upon receipt
if mailed, postage prepaid, via registered mail, return receipt requested,
addressed as follows:
(a) To the Company: (b) To the Employee:
Teletouch Communications, Inc. J. Xxxxxx Xxxxxx
000 Xxxxx Xxxxxxx, Xxxxx 000 00000 XX 000 X
Xxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
Attn: Chairman of the Board
and to:
De Xxxxxxx Xxxxxxxxxxx Xxxxx & Xxxxx
0000 X. Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Xx Xxxxxxx, Esquire
and/or to such other persons and addresses as any party shall have specified in
writing to the other.
17. Assignability.
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This Agreement shall not be assignable by either party and shall be
binding upon, and shall inure to the benefit of, the heirs, executors,
administrators, legal representatives, successors and assigns of the parties. In
the event that all or substantially all of the business of the Company is sold
or transferred, then this Agreement shall be binding on the transferee of the
business of the Company whether or not this Agreement is expressly assigned to
the transferee.
18. Governing Law.
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This Agreement shall be governed by and construed under the laws of the
State of Texas.
19. Waiver and Further Agreement.
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Any waiver of any breach of any terms or conditions of this Agreement
shall not operate as a waiver of any other breach of such terms or conditions or
any other term or condition, nor shall any failure to enforce any provision
hereof operate as a waiver of such provision or of any other provision hereof.
Each of the parties hereto agrees to execute all such further instruments and
documents and to take all such further action as the other party may reasonably
require in order to effectuate the terms and purposes of this Agreement.
20. Headings of No Effect.
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The paragraph headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.
COMPANY:
TELETOUCH COMMUNICATIONS, INC.
By: ___________________________
Xxxxxx X. XxXxxxxx,
Chairman of the Board
EMPLOYEE:
________________________________
J. Xxxxxx Xxxxxx
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