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EXHIBIT 10.29
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), is entered into between EOTT
ENERGY CORP., a Delaware corporation, having offices at 0000 Xxxx Xxx
Xxxx., Xxxxx 0000, Xxxxxxx, Xxxxx 00000 ("Employer" and "Company"), and
XXXX X. XXXXX, an individual currently residing at 00000 Xxxxxx Xxxx
Xxxxx, Xxxxxxx, Xxxxx 00000 ("Employee"), to be effective as of the
effective date of April 1, 1999.
WITNESSETH:
WHEREAS, Employee is currently employed under that certain Executive
Employment Agreement between Enron Capital & Trade Resources Corp. and
Xxxx X. Xxxxx, effective December 1, 1998, and Employee is willing to
continue his employment with EOTT Energy Corp. under the terms and
conditions set forth in this Executive Employment Agreement which shall
supersede all previous agreements; and
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, and obligations contained herein, Employer and Employee agree
as follows:
ARTICLE 1: EMPLOYMENT AND DUTIES:
1.1. Employer agrees to employ Employee, and Employee agrees to be
employed by Employer, beginning as of the Effective Date of this Agreement and
continuing for a period of three (3) years, (the "Term"), subject to the terms
and conditions of this Agreement.
1.2. Employee initially shall be employed as Executive Vice President,
EOR Business, reporting to the President and Chief Executive Officer of the
Employer. Employee agrees to serve in the assigned position and to perform
diligently and to the best of Employee's abilities the duties and services
appertaining to such position as determined by Employer, as well as such
additional or different duties and services appropriate to such position which
Employee from time to time may be reasonably directed to perform by Employer.
Employee shall at all times comply with and be subject to such policies and
procedures as Employer may establish from time to time.
1.3. Employee shall, during the period of Employee's employment by
Employer, devote Employee's full business time, energy, and best efforts to the
business and affairs of Employer. Employee may not engage, directly or
indirectly, in any other business, investment, or activity that interferes with
Employee's performance of Employee's duties hereunder, is contrary to the
interests of Employer, or requires any significant portion of Employee's
business time.
1.4. Employee acknowledges and agrees that Employee owes a fiduciary
duty of loyalty, fidelity and allegiance to act at all times in the best
interests of the Employer and to do no act which would injure Employer's
business, its interests, or its reputation. Employee agrees to be in compliance
with the policies and procedures as described and contained in the EOTT Energy
Corp. and Enron Corp. Conduct of Business Affairs booklets.
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ARTICLE 2: COMPENSATION AND BENEFITS:
2.1. Employee's annual base salary during the Term shall be not less
than the sum of Two Hundred Thousand and No/100 Dollars ($200,000.00), which
shall be paid in installments in accordance with Employer's standard payroll
practice. Employee's annual incentive target shall be 50% of Employee's annual
base salary with the opportunity to receive a maximum up to 100% of Employee's
annual base salary. Employee shall receive four (4) weeks of vacation annually.
On each January 31, 2000, and January 31, 2001, Employer shall pay Employee a
Retention Bonus in the amount of $100,000.00. If Employee voluntarily
terminates his or her employment within three (3) months after receipt of a
Retention Bonus, Employee must repay the entire Retention Bonus to Employer.
2.2. While employed by Employer (both during the Term and thereafter),
Employee shall be allowed to participate, on the same basis generally as other
employees of Employer, in all general employee benefit plans and programs,
including improvements or modifications of the same, which on the effective
date or thereafter are made available by Employer to all or substantially all
of Employer's employees. Such benefits, plans, and programs may include,
without limitation, medical, health, and dental care, life insurance,
disability protection, and qualified plans. Nothing in this Agreement is to be
construed or interpreted to provide greater rights, participation, coverage, or
benefits under such benefit plans or programs than provided to similarly
situated employees pursuant to the terms and conditions of such benefit plans
and programs.
2.3. Employee shall be eligible to participate in the EOTT Energy
Corp. Long Term Incentive Plan, and EOTT Energy Corp. Annual Incentive Plan
currently maintained or hereafter maintained by Employer for its officers as a
group. Under the EOTT Energy Corp. Long Term Incentive Plan, in 1999 Employee
shall receive a grant of 53,475 PAR Units at $9.35 PAR Price. Employee shall
vest 25% per year upon the anniversary date of grant.
Employee shall receive a similar grant for each year of this Agreement.
2.4. Employer shall not by reason of this Article 2 be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any
such incentive compensation or employee benefit program or plan, so long as
such actions are similarly applicable to covered employees generally. Moreover,
unless specifically provided for in a written plan document adopted by the
Board of Directors of Employer, none of the benefits or arrangements described
in this Article 2 shall be secured or funded in any way, and each shall instead
constitute an unfunded and unsecured promise to pay money in the future
exclusively from the general assets of Employer.
2.5. Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal, state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.
ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH
TERMINATION:
3.1. Notwithstanding any other provisions of this Agreement, Employer
shall have the right to terminate Employee's employment under this Agreement at
any time prior to the expiration of the Term for any of the following reasons:
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(i) For "cause" upon the good faith determination by the
Employer's Chairman of the Board and President that "cause"
exists for the termination of the employment relationship. As
used in this Section 3.1(i), the term "cause" shall mean [a]
Employee's gross negligence or willful misconduct in the
performance of the duties and services required of Employee
pursuant to this Agreement; or [b] Employee's final
conviction of a felony or of a misdemeanor involving moral
turpitude; [c] Employee's involvement in a conflict of
interest as referenced in Section 1.4 for which Employer
makes a determination to terminate the employment of
Employee; or [d] Employee's material breach of any material
provision of this Agreement which remains uncorrected for
thirty (30) days following written notice to Employee by
Employer of such breach. It is expressly acknowledged and
agreed that the decision as to whether "cause" exists for
termination of the employment relationship by Employer is
delegated to the Chairman of the Board and President of
Employer for determination. If Employee disagrees with the
decision reached by the Chairman of the Board and President
of Employer, the dispute will be limited to whether the
Chairman of the Board and President of Employer reached their
decision in good faith;
(ii) for any other reason whatsoever, with or without cause, in
the sole discretion of the Employer's Chairman of the Board
and President;
(iii) upon Employee's death; or
(iv) upon Employee's becoming incapacitated by accident, sickness,
or other circumstance which renders him or her mentally or
physically incapable of performing the duties and services
required of Employee.
The termination of Employee's employment by Employer prior to the expiration of
the Term shall constitute a "Termination for Cause" if made pursuant to Section
3.1(i); the effect of such termination is specified in Section 3.4. The
termination of Employee's employment by Employer prior to the expiration of the
Term shall constitute an "Involuntary Termination" if made pursuant to Section
3.1(ii); the effect of such termination is specified in Section 3.5. The effect
of the employment relationship being terminated pursuant to Section 3.1(iii) as
a result of Employee's death is specified in Section 3.6. The effect of the
employment relationship being terminated pursuant to Section 3.1(iv) as a
result of the Employee becoming incapacitated is specified in Section 3.7.
3.2. Notwithstanding any other provisions of this Agreement except
Section 7.5, Employee shall have the right to terminate the employment
relationship under this Agreement at any time prior to the expiration of the
Term of employment for any of the following reasons:
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(i) a material breach by Employer of any material provision of
this Agreement which remains uncorrected for 30 days
following written notice of such breach by Employee to
Employer; or
(ii) for any other reason whatsoever, in the sole discretion of
Employee.
The termination of Employee's employment by Employee prior to the expiration of
the Term shall constitute an "Involuntary Termination" if made pursuant to
Section 3.2(i); the effect of such termination is specified in Section 3.5. The
termination of Employee's employment by Employee prior to the expiration of the
Term shall constitute a "Voluntary Termination" if made pursuant to Section
3.2(ii); the effect of such termination is specified in Section 3.3.
3.3. Upon a "Voluntary Termination" of the employment relationship by
Employee prior to expiration of the Term, all future compensation to which
Employee is entitled and all future benefits for which Employee is eligible
shall cease and terminate as of the date of termination. Employee shall be
entitled to pro rata salary through the date of such termination, but Employee
shall not be entitled to any bonuses or incentive compensation not yet paid at
the date of such termination.
3.4. If Employee's employment hereunder shall be terminated by
Employer for Cause prior to expiration of the Term, all future compensation to
which Employee is entitled and all future benefits for which Employee is
eligible shall cease and terminate as of the date of termination. Employee
shall be entitled to pro rata salary through the date of such termination, but
Employee shall not be entitled to any bonuses or incentive compensation not yet
paid at the date of such termination.
3.5. Upon an Involuntary Termination of the employment relationship by
either Employer or Employee prior to expiration of the Term, Employee shall be
entitled, after execution of a Waiver and Release Agreement, in consideration
of Employee's continuing obligations hereunder after such termination
(including, without limitation, Employee's non-competition obligations), if
Employee's employment ceases during the Term of this Agreement, upon the
execution of a waiver and release agreement, Employee shall receive two years
base salary. Said amount shall be paid in two installments: (i) one (1) year's
base salary within thirty (30) days of the Involuntary Termination Date; and
(ii) the remaining sum of one (1) year's base salary twelve (12) months later.
As used in this Agreement, "Involuntary Termination" shall also mean
termination of Employee's employment with Employer if such termination results
from:
(i) termination by Employee within 90 days of and in connection
with or based upon any of the following:
(a) a substantial and/or material reduction in the
nature or scope of Employee's duties and/or
responsibilities, which results in Employee not
having an officer position and results in an overall
material and substantial reduction from the duties
and stature of the Officer Position as such duties
are constituted as of the effective date of this
Agreement or later agreed to by Employee and
Employer, which reduction remains in place and
uncorrected for thirty(30) days following written
notice of such breach to Employer by Employee;
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(b) a reduction in Employee's base pay or an exclusion
from a benefit plan or programs (except as part of a
general cutback for all employees or officers);
(c) a change in the location for the primary performance
of Employee's services under this Agreement from the
city in which Employee was serving at the time of
notification to a city which is more than 100 miles
away from such location, which change is not
approved by Employee;
(ii) termination by Employee within one (1) year of Change of
Control Date and the happening of one of the events described
above at Section 3.5(i).
Employee shall not be under any duty or obligation to seek or accept other
employment following Involuntary Termination and the amounts due Employee
hereunder shall not be reduced or suspended if Employee accepts subsequent
employment, provided however, in the event Employee is re-employed by Enron,
its subsidiaries, or its affiliates or becomes re-employed by EOTT Energy Corp.
during the severance period (the period represented by the number of weeks of
your basic severance payment), Employee will be required to reimburse the
difference between the re-hire date and the end of the severance period.
Employee's rights under this Section 3.5 are Employee's sole and exclusive
rights against Employer, or its affiliates, and Employer's sole and exclusive
liability to Employee under this Agreement, in contract, tort, or otherwise,
for any Involuntary Termination of the employment relationship. Employee
covenants not to xxx or lodge any claim, demand or cause of action against
Employer for any sums for Involuntary Termination other than those sums
specified in this Section 3.5. If Employee breaches this covenant, Employer
shall be entitled to recover from Employee all sums expended by Employer
(including costs and attorneys fees) in connection with such suit, claim,
demand or cause of action.
3.6. Upon termination of the employment relationship as a result of
Employee's death, Employee's heirs, administrators, or legatees shall be
entitled to Employee's pro rata salary through the date of such termination,
but Employee's heirs, administrators, or legatees shall not be entitled to any
bonuses or incentive compensation not yet paid to Employee at the date of such
termination.
3.7. Upon termination of the employment relationship as a result of
Employee's incapacity, Employee shall be entitled to his or her pro rata salary
through the date of such termination, but Employee shall not be entitled to any
bonuses or incentive compensation not yet paid to Employee at the date of such
termination.
3.8. In all cases, the compensation and benefits payable to Employee
under this Agreement upon termination of the employment relationship shall be
offset against any amounts to which Employee may otherwise be entitled under
any and all severance plans, and policies of Employer, or its affiliates.
3.9. Termination of the employment relationship does not terminate
those obligations imposed by this Agreement which are continuing obligations,
including, without limitation, Employee's obligations under Articles 5 and 6.
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ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM; TERMINATION AND EFFECTS OF
TERMINATION:
4.1. Should Employee remain employed by Employer beyond the expiration
of the Term of this Agreement, and this Agreement has not been extended by
Employer, the Employer-Employee relationship shall be Employment at Will,
terminable at any time by either Employer or Employee for any reason
whatsoever, with or without cause. Upon an Involuntary Termination of the
employment relationship by the Employer, Employee shall be entitled, after
execution of a Waiver and Release Agreement in consideration of Employee's
confidentiality and non-competition obligations of Articles 5 and 6 for a
period of one year following the termination date, to receive an amount equal
to two (2) year's base salary.
ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:
5.1. All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceived, made, developed or
acquired by Employee, individually or in conjunction with others, during
Employee's employment by Employer (whether during business hours or otherwise
and whether on Employer's premises or otherwise) which relate to Employer's
business, products or services (including, without limitation, all such
information relating to corporate opportunities, research, financial and sales
data, pricing and trading terms, evaluations, opinions, interpretations,
acquisition prospects, the identity of customers or their requirements, the
identity of key contacts within the customer's organizations or within the
organization of acquisition prospects, or marketing and merchandising
techniques, prospective names, and marks) shall be disclosed to Employer and
are and shall be the sole and exclusive property of Employer. Moreover, all
drawings, memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other writings or
materials of any type embodying any of such information, ideas, concepts,
improvements, discoveries, and inventions are and shall be the sole and
exclusive property of Employer.
5.2. Employee acknowledges that the business of Employer, Enron Corp.,
and their affiliates is highly competitive and that their strategies, methods,
books, records, and documents, their technical information concerning their
products, equipment, services, and processes, procurement procedures and
pricing techniques, the names of and other information (such as credit and
financial data) concerning their customers and business affiliates, all
comprise confidential business information and trade secrets which are
valuable, special, and unique assets which Employer, Enron Corp., or their
affiliates use in their business to obtain a competitive advantage over their
competitors. Employee further acknowledges that protection of such confidential
business information and trade secrets against unauthorized disclosure and use
is of critical importance to Employer, Enron Corp., and their affiliates in
maintaining their competitive position. Employee hereby agrees that Employee
will not, at any time during or after his or her employment by Employer, make
any unauthorized disclosure of any confidential business information or trade
secrets of Employer, Enron Corp., or their affiliates, or make any use thereof,
except in the carrying out of his or her employment responsibilities hereunder.
Enron Corp. and its affiliates shall be third party beneficiaries of Employee's
obligations under this Section. As a result of Employee's employment by
Employer, Employee may also from time to time have access to, or knowledge of,
confidential business information or trade secrets of third parties, such as
customers, suppliers, partners, joint venturers, and the like, of Employer,
Enron
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Corp., and their affiliates. Employee also agrees to preserve and protect the
confidentiality of such third party confidential information and trade secrets
to the same extent, and on the same basis, as Employer's confidential business
information and trade secrets. Employee acknowledges that money damages would
not be sufficient remedy for any breach of this Article 5 by Employee, and
Employer shall be entitled to enforce the provisions of this Article 5 by
terminating any payments then owing to Employee under this Agreement and/or to
specific performance and injunctive relief as remedies for such breach or any
threatened breach. Such remedies shall not be deemed the exclusive remedies for
a breach of this Article 5, but shall be in addition to all remedies available
at law or in equity to Employer, including the recovery of damages from
Employee and his or her agents involved in such breach.
ARTICLE 6: POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:
6.1. As part of the consideration for the compensation and benefits to
be paid to Employee hereunder, and as an additional incentive for Employer to
enter into this Agreement, Employer and Employee agree to the non-competition
provisions of this Article 6. Employee agrees that during the period of
Employee's non-competition obligations hereunder, Employee will not, directly
or indirectly for Employee or for others, in any geographic area or market
where Employer or any of its affiliated companies are conducting any business
as of the date of termination of the employment relationship or have during the
previous twelve months conducted any business:
(i) engage in any business competitive with the business
conducted by Employer;
(ii) render advice or services to, or otherwise assist, any other
person, association, or entity who is engaged, directly or
indirectly, in any business competitive with the business
conducted by Employer;
(iii) induce any employee of Employer or any of its affiliates to
terminate his or her employment with Employer or its
affiliates, or hire or assist in the hiring of any such
employee by person, association, or entity not affiliated
with Employer.
These non-competition obligations shall continue for a period of one year after
termination of this employment relationship.
6.2. Employee understands that the foregoing restrictions may limit
his or her ability to engage in certain businesses during the twelve (12) month
period provided for above, but acknowledges that Employee will receive
sufficiently high remuneration and other benefits (e.g., the right to receive
compensation under Section 3.5 upon Involuntary Termination) under this
Agreement to justify such restriction. Employee acknowledges that money damages
would not be sufficient remedy for any breach of this Article 6 by Employee,
and Employer shall be entitled to enforce the provisions of this Article 6 by
terminating any payments then owing to Employee under this Agreement and/or to
specific performance and injunctive relief as remedies for such breach or any
threatened breach. Such remedies shall not be deemed the exclusive remedies for
a breach of this Article 6, but shall be in addition to all remedies available
at law or in equity to
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Employer, including, without limitation, the recovery of damages from Employee
and his or her agents involved in such breach.
6.3. It is expressly understood and agreed that Employer and Employee
consider the restrictions contained in this Article 6 to be reasonable and
necessary to protect the proprietary information of Employer. Nevertheless, if
any of the aforesaid restrictions are found by a court having jurisdiction to
be unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by such courts so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.
ARTICLE 7: MISCELLANEOUS:
7.1. For purposes of this Agreement the following terms shall have the
meanings ascribed to them below:
(a) "Affiliates" or "Affiliated" means an entity who directly, or
indirectly through one or more intermediaries, controls, is controlled
by, or is under common control with Enron Corp. or Employer.
(b) "Beneficial Owner" shall be defined by reference to Rule 13(d)-3 under
the Securities Exchange Act of 1934, as in effect on September 1,
1989; provided, however, and without limitation, any individual,
corporation, partnership, group, association or other person or entity
which has the right to acquire any Voting Stock at any time in the
future, whether such right is contingent or absolute, pursuant to any
agreement, arrangement or understanding or upon exercise of conversion
rights, warrants or options, or otherwise, shall be the Beneficial
Owner of such Voting Stock.
(c) "Change of Control" of Company shall mean (i) Company merges or
consolidates with any other entity (other than one of Enron Corp.'s
majority owned subsidiaries) and is not the surviving entity (or
survives only as the subsidiary of another entity), (ii) Company sells
all or substantially all of its assets to any other person or entity
(other than (i) a sale of limited partner interests in EOTT Energy
Partners, L.P. or (ii) a sale of assets to another majority owned
subsidiary of Enron Corp. and in connection there with Employee
becomes employed by such subsidiary, EOTT Energy Partners, L.P. or
another partnership in which EOTT Energy Partners, L.P. is the limited
partner), or (iii) Company is dissolved, or if (iv) any third person
or entity (other than Enron Corp. or one of its majority owned
subsidiaries or the trustee or committee of any qualified employee
benefit plan of Company) together with its affiliates shall become,
directly or indirectly, the Beneficial Owner of at least 51% of the
Voting Stock of Company (except as the result of a distribution of the
Voting Stock of the Company to the shareholders of Enron Corp.), or if
(v) during such time as Company has a class of Voting Securities
registered under the Securities Exchange Act of 1934, the individuals
who constituted the members of the Company's Board of Directors
("Incumbent Board") upon the effective date of such registration cease
for any reason to constitute at least a majority thereof, provided
that any person becoming a director whose election or nomination for
election by Company stockholders was approved by a vote of at least
eighty percent (80%) of the directors comprising the Incumbent Board
(either by a specific vote or by approval of the proxy statement of
the Company in which such person is named as a nominee for director,
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without objection to such nomination) shall be, for purposes of this
clause (v), considered as though such person were a member of the
Incumbent Board.
(d) "Change of Control Date" shall mean the day on which a Change of
Control becomes effective.
(e) "Involuntary Termination Date" shall mean Employee's last date of
employment by reason of an Involuntary Termination.
(f) "Voting Stock" shall mean all outstanding shares of capital stock of
Company entitled to vote generally in elections for directors,
considered as one class; provided, however, that if Company has shares
of Voting Stock entitled to more or less than one vote for any such
share, each reference to a proportion of shares of Voting Stock shall
be deemed to refer to such proportion of the Votes entitled to be cast
by such shares.
7.2. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to Employer, to:
EOTT Energy Corp.
Xxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Vice President, Human Resources
If to Employee, to the address shown on the first page hereof.
Either Employer or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.
7.3. This Agreement shall be governed in all respects by the laws of
the State of Texas, excluding any conflict-of-law rule or principle that might
refer the construction of the Agreement to the laws of another State or
country.
7.4. No failure by either party hereto at any time to give notice of
any breach by the other party of, or to require compliance with, any condition
or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
7.5. If a dispute arises out of or related to this Agreement, other
than a dispute regarding Employee's obligations under Sections 5.2, Article 5,
or Section 6.1, and if the dispute cannot be settled through direct
discussions, then Employer and Employee agree to first endeavor to settle the
dispute in an amicable manner by mediation, before having recourse to any other
proceeding or forum. Thereafter, if either party to this Agreement brings legal
action to enforce the terms of this Agreement, the party who prevails in such
legal action, whether plaintiff or
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defendant, in addition to the remedy or relief obtained in such legal action
shall be entitled to recover its, his, or her reasonable expenses incurred in
connection with such legal action, including, without limitation, costs of
Court and reasonable attorneys fees.
7.6. It is a desire and intent of the parties that the terms,
provisions, covenants, and remedies contained in this Agreement shall be
enforceable to the fullest extent permitted by law. If any such term,
provision, covenant, or remedy of this Agreement or the application thereof to
any person, association, or entity or circumstances shall, to any extent, be
construed to be invalid or unenforceable in whole or in part, then such term,
provision, covenant, or remedy shall be construed in a manner so as to permit
its enforceability under the applicable law to the fullest extent permitted by
law. In any case, the remaining provisions of this Agreement or the application
thereof to any person, association, or entity or circumstances other than those
to which they have been held invalid or unenforceable, shall remain in full
force and effect.
7.7. This Agreement shall be binding upon and inure to the benefit of
Employer and any other person, association, or entity which may hereafter
acquire or succeed to all or substantially all of the business or assets of
Employer by any means whether direct or indirect, by purchase, merger,
consolidation, or otherwise. Employee's rights and obligations under Agreement
hereof are personal and such rights, benefits, and obligations of Employee
shall not be voluntarily or involuntarily assigned, alienated, or transferred,
whether by operation of law or otherwise, without the prior written consent of
Employer.
7.8. There exist other agreements between Employer and Employee
relating to the employment relationship between them, e.g., the agreement with
respect to company policies contained in Employer's Conduct of Business Affairs
booklet and agreements with respect to benefit plans. This Agreement replaces
and merges previous agreements and discussions pertaining to the following
subject matters covered herein: the nature of Employee's employment
relationship with Employer and the term and termination of such relationship.
This Agreement constitutes the entire agreement of the parties with regard to
such subject matters, and contains all of the covenants, promises,
representations, warranties, and agreements between the parties with respect
such subject matters. Each party to this Agreement acknowledges that no
representation, inducement, promise, or agreement, oral or written, has been
made by either party with respect to such subject matters, which is not
embodied herein, and that no agreement, statement, or promise relating to the
employment of Employee by Employer that is not contained in this Agreement
shall be valid or binding. Any modification of this Agreement will be effective
only if it is in writing and signed by each party whose rights hereunder are
affected thereby, provided that any such modification must be authorized or
approved by the Board of Directors of Employer.
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IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement in multiple originals to be effective on the date first stated above.
EOTT ENERGY CORP.
By: /s/ XXXXXXX X. XXXXX
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PRESIDENT AND CHIEF EXECUTIVE OFFICER
This 21 day of April, 1999
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XXXX X. XXXXX
/s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
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This day of , 19
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