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EXHIBIT 10(a)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made as of this ______ day of _________,
1997, by and among Lufkin-Conroe Communications Co., a Texas corporation (the
"Company") and ________________ ("Executive") to be effective at, and only upon
the occurrence of, the Effective Time of the Merger (as such terms are defined
in the Merger Agreement herein described).
WHEREAS, Executive is an officer of the Company;
WHEREAS, in accordance with the terms of that certain Agreement and
Plan of Merger ("Merger Agreement"), dated as of August 23, 1997, by and among
Texas Utilities Company ("TU Company"), TUCOM Acquisition Co. ("Acquirer Sub"),
a wholly owned subsidiary of TU Company, and the Company, Acquirer Sub will be
merged with and into the Company with the Company continuing as the sole
surviving corporation of the Merger;
WHEREAS, as a result of the Merger, the Company will become a wholly
owned subsidiary of TU Company and will, therefore, be an affiliated company
within the Texas Utilities Company System (the "System");
WHEREAS, following the Effective Time of the Merger, the Company
wishes to retain the services of Executive;
THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:
1. Employment. Executive shall continue to be employed by the
Company and Executive hereby agrees to remain in the employ of the Company for
the term provided for in paragraph 3 hereof, subject to the terms and
conditions set forth herein.
2. Position and Duties. During the term provided for in
paragraph 3 hereof, Executive shall serve as [Mr. G.I. Xxxx: the Chief
Executive Officer of the Company or in such other capacities] [all others: an
employee of the Company], and shall have such authority and responsibilities,
as may from time to time be assigned to Executive. Executive shall devote
substantially all of his working time and best efforts to the business and
affairs of the Company. If, in connection with Executive's employment
hereunder, his business location is moved, Executive shall be eligible for
relocation benefits comparable to relocation benefits as may be available to
other employees within the System. Executive understands further that, in
fulfilling his services hereunder, Executive may be required to perform
services for, or on behalf of, other affiliated entities within the System.
Such services may be performed on the basis of an intercompany transfer of
Executive's employment to the other System entity, or a secondment to the other
System entity, or on such other basis as the Company and the other System
entity may determine to be appropriate.
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3. Term. The term of this Agreement shall commence as of the
Effective Time of the Merger and continue [Mr. G.I. Xxxx: until March 1, 1999]
[all others: for two (2) years following the Effective Time](the "Term").[Mr.
G.I. Xxxx: Executive understands that his employment hereunder shall terminate
at the conclusion of the Term.] [all others: The parties currently contemplate
that Executive's employment with the Company may continue after the expiration
of the Term. Any such continued employment shall be on such terms and
conditions to which the parties agree.] If the Merger Agreement is terminated
or the Merger is not consummated for any reason whatsoever, this Agreement
shall not become effective and shall be null and void and of no force or effect
whatsoever.
4. Compensation and Benefits.
(a) Base Salary. As compensation for his services hereunder,
Executive shall initially receive a base salary of $_________ per
month, payable in equal installments at such periods as shall from
time to time be established as regular payroll periods. Executive's
base salary shall be subject to adjustment from time to time at the
discretion of the Company; provided that, during the Term hereof,
Executive's base salary shall not be less than
$----------.
(b) Incentive Bonus Pay. During the Term, Executive shall be
eligible to receive an annual performance-based cash bonus under the
Company's current bonus pay arrangement, or a substantially similar
arrangement, such bonus pay to be based on the satisfaction of certain
performance criteria determined by the board of directors of the
Company.
(c) Benefits. During the period of Executive's employment
with the Company, Executive shall be entitled to participate in all of
the Company's employee benefit plans, arrangements and fringe benefit
policies to the extent he is qualified to do so, subject to the terms,
conditions and limitations of such plans, arrangements and policies,
as they may be amended, altered or terminated from time to time.
During the Term, the Company shall maintain for Executive an overall
benefit package which, in the aggregate is not less than the aggregate
level of benefits being provided to Executive as of the effective date
of this Agreement. Nothing herein shall limit the Company's ability in
any way to amend, in whole or in part, or terminate, any employee
benefit plan, program or arrangement. For purposes of determining
Executive's eligibility to participate in any employee benefit plans,
arrangements or policies, Executive understands that, unless and until
such time as his employment is formally transferred to another entity
within the System, Executive is, and shall be treated as, an employee
of the Company and not of any other System entity.
5. Termination. In the event that: (a) the Company terminates
Executive's employment without Cause (as defined below) during the Term, or (b)
Executive terminates his employment with the Company during the Term as a
result of the Company's breach of an obligation hereunder, in
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addition to receiving any vested, accrued benefit to which he may be legally
entitled, Executive shall be entitled to receive, in a lump sum cash payment
within thirty (30) days following such termination, the full amount of the base
salary provided for in Section 4(a) above as if Executive remained in the
Company's employment throughout the Term. In the event that: (a) the Company
terminates Executive's employment during the Term for Cause, or (b) Executive
terminates his employment with the Company during the Term for any reason other
than a breach by the Company of an obligation hereunder, Executive shall be
entitled to receive the base salary provided for in Section 4(a) above through
the date of such termination or resignation, together with any vested, accrued
benefits to which he may be legally entitled. For purposes of this Agreement,
"Cause" shall mean Executive's (i) death, (ii) inability to perform his duties
and responsibilities hereunder on a consistent day-to-day basis by reason of a
physical or emotional disability, (iii) any action or failure to act on the
part of Executive which may result in material injury to the assets, business
prospects or reputation of the Company or System, including without limitation
a violation of Company or System policy or law, or (iv) failure to diligently
perform the duties and discharge the responsibilities assigned to him in
accordance with this Agreement.
6. Withholding. Any and all compensation provided for herein
shall be subject to all income tax withholding or similar requirements as may
be required pursuant to any law or governmental regulation or ruling.
7. Confidentiality and Nondisclosure. Executive understands and
agrees that, in the course of performing his duties hereunder, he will acquire
information of a proprietary and/or confidential nature relating to the
business of the Company and its affiliated entities within the System.
Executive hereby expressly agrees to maintain in strictest confidence and not
to use in any way (including without limitation in any future business
relationship of Executive), publish, disclose or authorize anyone else to use,
publish or disclose in any way, any such proprietary, confidential or other
non-public information or document. Upon the expiration or termination of this
Agreement, Executive shall promptly return to the Company any such information
or documentation. Executive agrees further that, in the event of his breach of
any of his obligations under this Section, monetary damages would be
insufficient to compensate the Company. Accordingly, Executive agrees that, in
the event of any such breach, the Company shall, in addition to any right or
remedy to which it may be entitled in law or in equity, be entitled to an
appropriate decree of specific performance, or any injunction restraining any
such breaching conduct or activity (without establishing the likelihood of
irreparable injury or posting bond or other security). Executive hereby
expressly waives, in any action brought to enforce this Section, any defense
that there exists an adequate remedy at law.
8. Effect of Prior Agreements. This Agreement contains the
entire understanding between the parties hereto and supersedes any prior
employment agreements, compensation plans or arrangements (written or oral)
between the Company or any predecessor of the Company and Executive, and any
such prior agreements, plans or arrangements shall be null and void as of the
Effective Time.
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9. General Provisions.
(a) Nonassignability. Neither this Agreement nor any right or
interest hereunder shall be assignable by Executive, his beneficiaries
or legal representatives without the prior written consent of the
Company. The rights and obligations of the Company hereunder may be
assigned to any other entity within the System if, and to the extent
that, Executive's employment hereunder is transferred to such other
System entity.
(b) No Attachment. Except as required by law, no right to
receive payments under this Agreement shall be subject to
anticipation, alienation, sale, assignment, encumbrance, charge,
pledge, or hypothecation or to garnishment, attachment, levy, or
similar process or assignment by operation of law, and any attempt,
voluntary or involuntary, to effect any such action shall be null,
void and of no effect.
(c) Binding Agreement. This Agreement shall be binding
upon, and inure to the benefit of, the Company and Executive and their
respective heirs, beneficiaries, personal representatives, successors
and permitted assigns.
(d) Amendment. This Agreement may not be modified or
amended except by an instrument in writing signed by the parties
hereto.
(e) Waiver. No term or condition of this Agreement shall
be deemed to have been waived except by written instrument signed by
the party charged with such waiver or estoppel. Each written waiver
shall operate only as to the specific term or condition waived and
shall not constitute a waiver of such term or condition for the future
or as to any act other than that specifically waived.
(f) Severability. If, for any reason, any term or
provision of this Agreement is held by a court of competent
jurisdiction to be invalid, such invalidity shall not affect any other
provision of this Agreement not held so invalid, and each such other
provision shall to the full extent consistent with law continue in
full force and effect.
(g) Headings. The headings of paragraphs herein are
included solely for convenience of reference and shall not control the
meaning or interpretation of any of the provisions of this Agreement.
(h) Governing Law. This Agreement has been executed and
delivered in the State of Texas, and its validity, interpretation,
performance, and enforcement shall be governed by the laws of said
State regardless of any conflict of law provisions.
EXECUTED effective as of the date and year first above written.
LUFKIN-CONROE COMMUNICATIONS CO.
By:
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Title:
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EXECUTIVE:
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SCHEDULE FOR EMPLOYMENT AGREEMENTS
Name of Executive Mo. Base Salary To Be
Inserted in Section 4
G.I. Xxxx $ 29,583
Xxxx Xxxxx 13,917
Xxxxxxx Xxxxxxx 13,167
Xxxx Xxxx 10,000
Xxxxxxx Xxxxxxx 10,667
Xxxxxxx Xxxxxxxx 8,085
Xxxxxxx Xxxxx 7,250
Xxxxxxx Xxxxxx 9,667
Xxxxxxx Xxxxxx 7,800
Xxxxxx Xxxxxx 5,500
Xxxxxxx Xxxxxxxxxx 6,180
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