EXHIBIT 10.5
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into effective
as of the date set forth on the signature page hereof (the "Effective Date"), by
and between FFP Partners Management Company, Inc., a Delaware corporation
(hereinafter referred to as "Employer"), and _____________________________
(hereinafter referred to as "Executive").
WITNESSETH
WHEREAS, Employer desires to employ Executive, and Executive desires to be
employed by Employer, upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises, and of the mutual covenants
hereafter set forth, the parties hereto agree as follows:
1. Employment. Employer hereby employs Executive to perform such duties,
functions and responsibilities as are from time to time delegated to Executive
by the Board of Directors of Employer, and as are consistent with Executive's
prior training and experience and with Executive's position with Employer prior
to the Effective Date. Executive agrees that, upon the termination of this
Agreement, for any reason whatsoever, he will, within five (5) days of such
termination, submit to the Board of Directors of Employer his written
resignation from any offices of Employer then held by him.
2. Term. The term (herein so called) of Executive's employment by Employer
hereunder shall begin on the Effective Date and continue until two (2) years
after the Effective Date, with the term of this Agreement to be extended for one
year upon each annual anniversary of the Effective Date unless the employment of
Executive is terminated by voluntary resignation of Executive or in accordance
with Sections 6, 7, 8, or 9 of this Agreement.
3. Compensation. Employer agrees to pay to Executive, as compensation for the
services to be rendered by Executive under or pursuant to this Agreement, an
annual base salary ("Annual Salary") equal to _________________________ dollars
($__________) which Annual Salary may be adjusted from time to time by the Board
of Directors based on the responsibilities and performance
1
of Executive, with such adjusted salary becoming the Annual Salary for all
purposes of this Agreement.
4. Benefits. Executive shall be entitled to such holidays, paid vacations and
sick leave as are consistent with Employer's standard policies. Executive shall
also be eligible, from and after the date hereof, for participation in such
group insurance, hospitalization, major medical, dental, disability insurance,
profit sharing, pension and other such benefit programs, as those generally
afforded the senior executives of Employer.
5. Status as Employee. At all times during the term of this Agreement
(including any extensions), Executive shall be deemed to be an employee of
Employer for purposes of determining Executive's coverage under and eligibility
to participate in any employee benefit plans or programs which Employer now has
or may hereafter initiate.
6. Disability. In the event that Executive shall be incapacitated by reason
of mental or physical disability or otherwise during the term hereof (including
any renewal term) so that he is prevented from adequately performing his
principal duties and services hereunder, this Agreement shall automatically
terminate and Employer shall have no further liability hereunder except for
compensation earned and reimbursements for expenses incurred pursuant hereto
prior to such termination. If the parties cannot mutually agree upon whether
Executive is disabled for the purposes of this Agreement, then Employer and
Executive shall each appoint one doctor of medicine of his or its choice
licensed to practice in any state within the United States, and the two doctors
so appointed shall determine if Executive is in fact disabled for the purpose of
this Agreement. If the two doctors so appointed cannot agree upon whether
Executive is disabled, they shall appoint a third licensed doctor of medicine
and the decision of the majority shall be binding on all parties.
7. Death. In the event of the death of Executive during the term hereof
(including any renewal term), this Agreement shall automatically terminate and
no further payments, except those provided by any life insurance policies
provided by Employer and except for compensation earned and reimbursement for
expenses incurred prior to such termination date, shall be made or paid to
Executive hereunder.
2
8. Termination by Employer for Cause. Employer shall have the right to
terminate this Agreement and the employment of Executive under this Agreement,as
well as any and all payments to be made hereunder,in the event of (i) the
commission by Executive of any act of fraud or dishonesty with respect to
Employer or any of its affiliates, (ii) Executive's intentional neglect of,
continual inattention to, or nonperformance of his duties hereunder, or (iii)
the violation by Executive of any of the provisions of this Agreement. In the
event Employer elects to terminate this Agreement as set forth above, Employer
shall send written notice to Executive to such effect, describing in reasonable
detail the action or actions of Executive giving rise to such termination. Upon
the termination of this Agreement pursuant to this paragraph 8, no further
payments of any type shall be made or shall be payable to Executive hereunder,
other than for any compensation due through, and reimbursements for expenses
incurred prior to, the date upon which such termination occurs.
9. Payments Upon Termination Without Cause. Unless the employment of Executive
is terminated voluntarily by Executive or is terminated by Employer for any of
the reasons specified in section B above, Employer shall pay to Executive upon
termination an amount equal to his Annual Salary in effect at the time of
termination. Such amount payable upon termination shall be paid to Executive
within two weeks from the date of termination. If such sum is not paid to
Executive as provided in the foregoing provisions, Executive shall continue to
receive his Annual Salary in regular periodic payments until an amount equal to
such Annual Salary is received by Executive after termination.
10. No Conflicting Agreements. Executive represents and warrants that he is
not a party to any agreement, contract or understanding, whether employment or
otherwise, which would in any way restrict or prohibit him from undertaking or
performing his employment in accordance with the terms and conditions of this
Agreement.
11. Permitted Assignees and Successors. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
representatives, successors and permitted assigns. Executive may not assign his
rights or obligations hereunder without the prior written consent of Employer.
12. Notices. Any notice or communication required or permitted hereby shall be
in writing and shall be delivered personally,
3
sent by prepaid telegram and followed with a confirming letter, or mailed by
certified or registered mail, postage prepaid,
(a) If to Executive:
----------------------------
----------------------------
----------------------------
(b) if to Employer: FFP Management Partners Management
Company, Inc.
0000 Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
or in the case of each party hereto, to such other address and to the attention
of such other person as may have theretofore been specified in writing in like
manner by such party to the other party. Each such notice or communication
shall be deemed to have been given as of the date so delivered or at the
expiration of the third day following the date of mailing.
13. Interpretation. This Agreement shall be interpreted, construed and
governed by and under the laws of the State of Texas. If any provision of this
Agreement is deemed or held to be illegal, invalid, or unenforceable, under
present or future laws effective during the term hereof, this Agreement shall be
considered divisible and inoperative as to such provision to the extent it is
deemed to be illegal, invalid or unenforceable, and in all other respects this
Agreement shall remain in full force and effect; provided, however, that if any
provision of this Agreement is deemed or held to be illegal, invalid or
unenforceable there shall be added hereto automatically a provision as similar
in terms to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable. Further, should any provision contained in
this Agreement ever be reformed or rewritten by any judicial body of competent
jurisdiction, such provision as so reformed or rewritten shall be binding upon
Executive and Employer.
14. Amendments. This Agreement may be amended or renewed in whole or in part
only by an instrument in writing setting forth the particulars of such amendment
or renewal and duly executed by an officer expressly authorized by the Board of
Directors of Employer to do so and by Executive, Executive shall not be
entitled to vote as a director or to act for the Employer in connection with an
amendment or renewal of this Agreement.
4
15. Attorney's Fees. If on account of any breach or default by either party
hereunder, it shall become necessary for the other party hereto to employ an
attorney to enforce or defend any of said party's rights or remedies hereunder,
the prevailing party shall be paid by the other party any reasonable attorney's
fees and related costs incurred by the prevailing party by reason of such
proceedings, breach or default.
16. Prior Agreements. All employment agreements heretofore in effect between
Executive and the Employer are hereby terminated at and as of the Effective
Date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the day and year set forth below.
Effective Date: April ____, 1989
FFP Partners Management Company, Inc.,
a Delaware corporation
By:
------------------------------
------------------------------
EMPLOYER
---------------------------------------
---------------------------------------
EXECUTIVE
5
July 22, 1992
-----------------------------
-----------------------------
-----------------------------
Dear :
--------------------
Paragraph 9 of your employment agreement, dated April 23, 1989, with FFP
Partners Management Company, Inc. (the "Company") provides that upon termination
by the Company, other than for cause, you will be entitled to receive one year's
Annual Salary as severance pay, and if such amount is not paid upon termination
as provided in that paragraph, you will be entitled to continue to receive your
Annual Salary in regular periodic payments until you receive, following your
termination, an amount equal to your Annual Salary.
In consideration of your continued employment and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by the
company, the Company amends paragraph 9 of your employment agreement to read in
its entirety as follows:
"9. Payments Upon Termination Without Cause. Unless the employment of Executive
is terminated voluntarily by Executive or is terminated by Employer for any of
the reasons specified in Section 8 above, Employer shall pay to Executive upon
termination an amount equal to two (2) times his Annual Salary in effect at the
time of termination. Such amount payable upon termination shall be paid to
Executive within one week from the date of termination. If such sum is not paid
to Executive as provided in the foregoing provisions, Executive shall continue
to receive his Annual Salary in regular periodic payments until an amount equal
to two (2) times such Annual Salary is received by Executive after termination.
In addition, employer shall provide to Executive for two years after the date of
termination life and medical insurance, and automobile, and other similar
benefits which were provided to Executive prior to his termination, all on the
same terms and conditions as such benefits were provided prior to his
termination."
Except as expressly amended by this letter agreement, your employment agreement
will remain in full effect.
6
If this letter correctly reflects our understanding, please sign and return a
copy of the letter, keeping a copy for your files.
FFP PARTNERS MANAGEMENT
COMPANY, INC.
By:
Xxxxxx X. Xxxxxx, President
AGREED:
-------------------------------------
(Executive)
----------------------------
7
