EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of January
1, 2000 by and between Fintube Technologies, Inc., an Oklahoma corporation
(the "Company") and Xxxxx Xxxx (the "Employee").
WHEREAS, Employee is an employee of Fintube Limited Partnership
("Fintube"), and Fintube and the Company have entered into an Asset Purchase
and Sale Agreement dated as of the date hereof (the "Purchase Agreement"),
pursuant to which Fintube has agreed to sell, and the Company has agreed to
purchase, substantially all of the assets of Fintube and its subsidiaries; and
WHEREAS, as a condition to the consummation of the transactions
contemplated by the Purchase Agreement, the Company and Employee are required
to enter into this Agreement; and
WHEREAS, Employee and the Company desire that Employee be employed
by the Company subject to the terms of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
adequacy and sufficiency of which hereby are acknowledged, the parties hereto
agree as follows:
I. EMPLOYMENT
1.1 EMPLOYMENT.
(a) The Company hereby employs Employee as President and Chief
Executive Officer of the Company and Employee accepts such employment
pursuant to the terms of this Agreement. Employee will perform those
duties, bear those responsibilities and have those authorities which
are usual and customary for an employee who has the job description
attached hereto as Attachment 1.
(b) Employee agrees to devote Employee's full time, and his
best efforts, abilities, knowledge and experience to the faithful
performance of the duties, responsibilities, and authorities referred
to in subsection (a) above.
1.2 TERM. Employment shall be for an initial term of two years (2)
years commencing on the date hereof and continuing until the second anniversary
of the date hereof. This Agreement is renewable, upon the mutual written
agreement of the parties hereto, for one or more additional consecutive one (1)
year terms. If this Agreement is not renewed at the end of the initial term or
any renewal term, this Agreement shall terminate, except that the provisions of
Section 3.2 and Articles IV, V and VI shall not terminate but shall survive such
termination of this Agreement.
II. COMPENSATION.
2.1 COMPENSATION.
For the first year of the initial term of this Agreement, the Company
shall pay Employee an annual base salary (the "Base Salary") of $205,000,
which equals the amount of 1999 annual salary of Employee with Employee's
previous employer plus the amount of Employee's raise. For the second year of
the initial term of this Agreement, the Company shall pay Employee a Base
Salary of an amount that is at least the total amount set forth in the
preceding sentence. For any renewal period, Employee shall be paid a Base
Salary as may be mutually agreed by the Company and Employee. In addition,
during the term of this Agreement, Employee shall be eligible to receive
bonus compensation in accordance with the Company's bonus policies ("Bonus
Compensation"). Payments of Base Salary and any bonus shall be subject to all
applicable federal and state withholding and payroll taxes.
2.2 NON-COMPETITION CONSIDERATION. In consideration of Employee's
agreements set forth in Article V, the Company agrees to cause its parent
corporation, Lone Star Technologies, Inc., to grant to Employee on the date
hereof the employee stock options described in Attachment 2 hereto.
2.3 BENEFITS. Employee will receive the same health and other
employee related benefits extended to other salaried employees of the
Company, as modified from time to time in the Company's discretion, and will
receive the benefits, if any, described in Attachment 3 hereto. The Company
will initially continue all employee benefit plans of Employee's previous
employer. During the term of this Agreement, the Company agrees that there
will not be a reduction in the overall benefits of Employee.
2.4 EXPENSES. Employee will be reimbursed by the Company for
business expenses incurred for conducting business of the Company in
accordance with the Company's reimbursement policy, including submission of
required receipts and other documentation.
2.5 VACATION AND SICK LEAVE. Employee will be entitled to annual
vacation and annual sick leave as calculated pursuant to the policies set
forth on Attachments 4(a) and 4(b), respectively, as well as customary
holidays in accordance with the policies of the Company. For purposes of
calculating the foregoing, Employee will be given credit for the duration of
Employee's employment by Employee's previous employer (Fintube or its
affiliated companies). In addition, Employee shall be entitled to 80 hours of
sick leave carried over from Employee's accrued but unused sick leave with
such previous employer.
III. TERMINATION OF EMPLOYEE'S EMPLOYMENT
3.1 TERMINATION. This Agreement and Employee's employment hereunder
may be terminated without any breach of this Agreement at any time during the
term hereof only by reason of and in accordance with the following provisions:
-2-
(a) DEATH. If Employee dies during the term of this Agreement and
while in the employ of the Company, Employee's employment hereunder shall
automatically terminate as of the date of Employee's death, and the Company
shall have no further liability hereunder to Employee or Employee's estate
except to the extent set forth in Section 3.2 hereof.
(b) DISABILITY. If, during the term of this Agreement, Employee
shall be prevented from performing Employee's duties hereunder by reason of
becoming totally disabled as hereinafter defined, then the Company may
terminate Employee's employment hereunder immediately upon written notice to
Employee without any further liability hereunder to Employee or Employee's
estate, except as set forth in Section 3.2 hereof. For purposes of this
Agreement, Employee shall be deemed to have become totally disabled when (i)
Employee receives "total disability benefits" under either (a) Social
Security, or (b) the Company's disability plan, if any, or (ii) the Company's
Board of Directors (the "Board"), based upon and consistent with the written
report of a qualified physician designated by the Board or its insurers,
shall have reasonably determined that Employee has become physically and/or
mentally unable to perform Employee's essential job functions on a permanent
basis after taking into consideration reasonable accommodations to enable
Employee to perform Employee's essential job functions.
(c) TERMINATION BY THE COMPANY FOR CAUSE. Prior to the expiration of
the term of this Agreement, the Company may discharge Employee for Cause and
terminate Employee's employment hereunder immediately upon written notice to
Employee without any further liability hereunder to Employee or Employee's
estate, except to the extent set forth in Section 3.2 hereof. Such notice of
discharge shall describe with reasonable specificity the Cause or Causes for
the termination of Employee's employment, as well as the effective date of
termination of employment. "Cause" shall only mean (i) indictment of Employee
for a felony; (ii) theft or embezzlement by Employee of Company property;
(iii) any failure by Employee to substantially perform his material duties
under this Agreement (excluding nonperformance resulting from disability),
which failure is not cured within 30 days after written notice from the
President or Chairman of the Board of the Company specifying the
nonperformance and the requisite remedial action required of Employee, (iv)
any intentional misrepresentation by Employee of a material fact to, or
intentional concealment by Employee of a material fact from, the President or
a member of the Board, (v) any intentional act or omission of the Employee in
the scope of his employment (a) which results in the assessment of a criminal
penalty against the Employee or the Company, or (b) which in the reasonable
judgment of the President or Chairman of the Board of the Company results in
a material violation of any federal, state, local or foreign law or
regulation.
(d) TERMINATION BY EMPLOYEE WITH NOTICE. Employee may terminate his
employment hereunder by resignation without liability to the Company at any
time upon sixty (60) days prior written notice to the Company, in which event
the Company shall have no further liability hereunder to the Employee except
to the extent set forth in Section 3.2 hereof.
-3-
(e) TERMINATION BY EMPLOYEE FOR GOOD REASON. Employee may terminate
his employment hereunder without liability to the Company for Good Reason.
"Good Reason" shall mean only the following: (i) Employee has incurred a
substantial reduction in his authority or responsibility, which reduction in
authority or responsibility is not cured within 30 days after written notice
from Employee to the Board specifying the alleged reduction in authority or
responsibility of Employee; (ii) Employee's Base Salary has been reduced,
unless the reduction is 10% or less of Base Salary and is part of a general
reduction in the compensation of the Company's employees, (iii) any material
change in Employee's employment location; or (iv) any material breach of this
Agreement by the Company which is not cured within 30 days after written
notice from Employee to the Board specifying in detail the breach by the
Company.
(f) TERMINATION OF AGREEMENT. Upon the termination of Employee's
employment hereunder, this Agreement shall terminate, except that the
provisions of Section 3.2 and Articles IV, V and VI shall not terminate but
shall survive the termination of this Agreement.
3.2 COMPENSATION UPON TERMINATION.
(a) DEATH, DISABILITY OR CAUSE. If Employee's employment hereunder
is terminated pursuant to the provisions of either Section 3.1(a), 3.1(b),
3.1(c) or 3.1(d) hereof, the Company shall have no further obligation to
Employee or Employee's estate, except to pay to Employee or the estate of
Employee (i) any accrued, but unpaid, Base Salary, any authorized but
unreimbursed business expenses, and any vacation benefits which have accrued
as of the date of termination, but were then unpaid or unused, and (ii)
except if Employee's employment is terminated for Cause, any prorated, but
unpaid, Bonus Compensation based upon that part of the employment year for
which Employee was employed by the Company but without accelerating the bonus
payment date. Any amount due Employee under clause (i) of this Paragraph
shall be paid in a lump sum m cash within thirty (30) days after the
termination of the employment of Employee hereunder, and, any amount due
Employee under clause (ii) of this Paragraph shall be paid when payment of
such bonus would otherwise have been made if Employee's employment hereunder
had not been terminated.
(b) GOOD REASON OR WITHOUT CAUSE. If Employee's employment hereunder
is terminated (i) by the Company other than pursuant to the provisions of
either Section 3.1(a), 3. 1(b) or 3.1(c), (ii) by Employee pursuant to
Section 3. 1(e), or (iii) as described in Section 3.2(c) hereof, the Company
shall have no further obligations to Employee, except Employee shall be
entitled to receive the amounts set forth in Section 3.2(a) and the Company
will continue to pay to the Employee his then current Base Salary through the
second anniversary (two years) of the termination of Employee's employment,
in accordance with the Company's regular payroll payment dates during said
period.
(c) CHANGE IN CONTROL. In the event (i) Employee's employment hereunder
is terminated by the Company other than for "Cause" or (ii) Employee resigns for
"Good Reason", in either case at any time within a two-year period after the
occurrence of an
"Change In Control" (all as defined in the Employment Retention Policy of
Lone Star Technologies, Inc. ("Lone Star"), a copy of which is attached
hereto as EXHIBIT A) with respect to the Company or Lone Star subsequent to
the date hereof, then Employee shall be entitled to receive an aggregate
amount equal to the mathematical product of twenty-four (24) times his
"Monthly Compensation" as defined in the Employment Retention Policy.
IV. CONFIDENTIALITY
4.1 PROHIBITIONS AGAINST USE. Employee acknowledges and agrees that
during the term of this Agreement he may have access to various trade secrets
and confidential business information ("Confidential Information") of the
Company, Lone Star and their affiliates. During and after the term of this
Agreement, Employee agrees that he shall use such Confidential Information
solely in connection with his obligations under this Agreement and shall
maintain in strictest confidence and shall not disclose any such Confidential
Information, directly or indirectly, or use such information in any other
way. Employee further agrees to take all reasonable steps necessary to
preserve and protect the Confidential Information. The provisions of this
Section 4.1 shall not apply to information known by Employee which is or
becomes generally available to the public other than as a result of a
disclosure by Employee.
V. NON-COMPETITION
5.1 AGREEMENT NOT TO COMPETE. Employee agrees that, for a period
from the date hereof until the date which is two (2) years after the date on
which Employee's employment by the Company terminates, he will not, directly
or indirectly engage in any of the following actions:
(a) either as an employee, employer, consultant,
agent, principal, partner, shareholder, corporate officer or
director of any corporation, partnership or other entity, or in any
other capacity, engage or participate in any business or activity that
is in competition in any manner whatsoever with the business of the
Company (including its subsidiaries) as conducted at any time during
the term of this Agreement (the "Restricted Business") anywhere in
North America. The Restricted Business shall be deemed to include
without limitation the businesses of designing, manufacturing,
processing, engineering and selling welded finned tubes, economizers,
boiler tubes, extended surface inside diameter tubing, other products
specifically marketed by the Company (including its subsidiaries) for
use in heat recovery applications, steel coil slitting and storage,
rolling steel rod to strip (oscillate wound products) (all such
products, the "Restricted Products"), and selling and licensing
machinery and technology related to the foregoing. However, nothing in
this subsection (a) shall preclude Employee from holding less than 5%
of the outstanding capital stock of any corporation required to file
periodic reports with the Securities and Exchange Commission under
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
the securities of which are listed on any securities exchange, quoted
on the National Association of Securities Dealers Automated Quotation
System or traded in the over-the-counter market.
(b) whether for Employee's own account or for the account of
any other individual, partnership, firm, corporation or other business
organization, solicit, endeavor
-5-
to entice away from the Company (or any of its affiliates), or
otherwise interfere with the Company's relationship (or that of any
of its affiliates) with any person who is employed by or otherwise
engaged to perform services for the Company (or any of its affiliates)
(including, but not limited to, any independent sales representatives
or organizations), or solicit or make sales of any Restricted Product
to any person, partnership, firm, corporation or other business
organization that has purchased any Restricted Product from the Company
during the term of this Agreement.
If the scope of the restrictions in this Section are determined by a court of
competent jurisdiction to be too broad to permit enforcement of such
restrictions to their full extent, then such restrictions shall be construed
or rewritten (blue-lined) so as to be enforceable to the maximum extent
permitted by law, and Employee hereby consents, to the extent he may lawfully
do so, to the judicial modification of the scope of such restrictions in any
proceeding brought to enforce them.
5.2 SEVERANCE PAYMENT DEFAULT. If the Company is obligated to
make payments to Employee pursuant to Section 3.2(b) or 3.2(c) and there is a
Default in making those payments, Employee shall no longer be bound by the
agreements set forth in Section 5. 1. "Default" as used in the preceding
sentence shall mean: (i) the Company fails to make any payment due to
Employee in accordance with Section 3.2(b) or 3.2(c) and such failure
continues for 10 days after receipt by the Company of written notice from
Employee specifying the failure and setting forth Employee's address for
payment or (ii) the Company fails to make any payment due to Employee in
accordance with Section 3.2(b) and such failure results in the Employee
having delivered written notice of such failure of payment to the Company on
more than two separate occasions during any 12 month period.
VI. ASSIGNMENT OF INVENTIONS
6.1 INVENTIONS DEFINED. All rights to discoveries, inventions,
improvements, designs, work product and innovations (including without
limitation all data and records pertaining thereto) that relate to the
business of the Company and its affiliates, whether or not specifically
within Employee's duties or responsibilities and whether or not patentable,
copyrightable or reduced to writing, that Employee may discover, invent,
create or originate during the term of his employment hereunder, either alone
or with others and whether or not during working hours or by the use of
the.facilities of the Company or its affiliates ("Inventions"), shall be the
exclusive property of the- Company and its affiliates. Employee shall
promptly disclose all Inventions to the Company, shall execute at the request
of the Company any assignments or other documents the Company may deem
necessary to protect or perfect its rights therein, and shall assist the
Company and its affiliates, at the Company's expense, in obtaining, defending
and enforcing the rights of the Company and its affiliates therein. Employee
hereby appoints each of the Company and any of its affiliates as his
attorney-in-fact to execute on his behalf any assignments or other documents
deemed necessary by the Company and any of its affiliates to protect or
perfect its rights to any Inventions.
6.2 COVENANT TO ASSIGN AND COOPERATE. Without limiting the
generality of the foregoing, Employee shall assign and transfer, and does
hereby assign and transfer, to the Company the worldwide right, title and
interest of Employee in the Inventions. Employee agrees that the Company may
file copyright registrations and apply for and receive patents (including
without limitation Letters
-6-
Patent in the United States) for the Inventions in the names of the Company
or any of its affiliates in such countries as may be determined solely by the
Company. Employee shall communicate to the Company all facts known to
Employee relating to the Inventions and shall cooperate with the Company's
reasonable requests in connection with vesting title to the Inventions and
related copyrights and patents exclusively in the Company and in connection
with obtaining, maintaining, protecting and enforcing the Company's exclusive
copyrights and patent rights in the Inventions.
6.3 SUCCESSORS AND ASSIGNS. Employee's obligations under this
Article VI shall inure to the benefit of the Company and its successors and
assigns and shall survive the expiration of the term of this Agreement for
such time as may be necessary to protect the proprietary rights of the
Company in the Inventions.
6.4 CONSIDERATION AND EXPENSES. Employee shall perform his
obligations under this Article VI at the Company's expense, but without any
additional or special compensation therefor.
VII. MISCELLANEOUS
7.1 REMEDIES. Employee acknowledges that the Company's remedy at law
for any breach or threatened breach by Employee of Article IV, Article V or
Article VII will be inadequate. Therefore, the Company shall be entitled to
seek injunctive and other equitable relief restraining Employee from
violating those provisions, in addition to any other remedies that may be
available to the Company under this Agreement or applicable law.
7.2 AMENDMENT. This Agreement may be amended only in writing, signed
by both parties.
7.3 ASSIGNMENT. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties and their successors, assigns, heirs and
personal representatives and any entity with which the Company may merge or
consolidate or to which the Company may sell substantially all of its assets.
7.4 NOTICES. Any notice required to be given under this Agreement
shall be in writing and shall be delivered either in person or by certified
or registered mail, return receipt requested. Any notice by mail shall be
addressed as follows or to such other addresses as either party may designate
in writing to- the other party from time to time:
If to the Company: Fintube Technologies, Inc.
c/o Lone Star Technologies, Inc.
00000 X. Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
-7-
Attention: Xxxxxx X. Xxxxxx,
Vice President, General
Counsel and Secretary
Facsimile: (000) 000-0000
If to Employee, to: Xxxxx Xxxx
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000
And
W. Xxxx Xxxxxx, Esq.
Xxxxxx, X'Xxxxxx, Xxxxxx & Xxxx
00 X. 0xx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000-0000
7.5 WAIVER OF BREACH. Any waiver by either party of compliance with
any provision of this Agreement by the other parry shall not operate or be
construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by such party of a provision of this Agreement.
7.6 SEVERABILITY. If any one or more of the provisions (or portions
thereof) of this Agreement shall for any reason be held by a final
determination of a court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions (or portions of the provisions) of this
Agreement, and the invalid, illegal or unenforceable provisions shall be
deemed replaced by a provision that is valid, legal and enforceable and that
comes closest to expressing the intention of the parties hereto.
7.7 GOVERNING LAW. This Agreement shall be interpreted and enforced
in accordance with the laws of the State of Oklahoma, without giving effect
to conflict of law principles.
7.8 ARBITRATION. Any controversy or claim arising out of or relating
to this Agreement or the breach of this Agreement or the breach of any
exhibits attached to this Agreement shall be settled by mediation, if
possible, and if not, by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and a judgment
upon the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction. Each party will bear its or his own expenses plus
one-half of the costs of mediation or arbitration; provided, however, that if
Employee is the prevailing party in an arbitration, the arbitrator(s) shall
have the authority to award Employee his costs and reasonable attorney's fees
which shall be paid by the Company. In the event the parties hereto agree
that it is necessary to litigate any dispute hereunder in a court, the
nonprevailing party shall pay the prevailing party its costs and reasonable
attorney's fees. Notwithstanding anything in this Section to the contrary,
the Company shall be entitled to seek an injunction or restraining order or
seek specific performance of this Agreement in a court of competent
jurisdiction to enforce the provisions of Article IV, Article V or Article VI.
-8-
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date set forth above.
FINTUBE TECHNOLOGIES, INC.
By: /s/ Rhys J. Best
----------------------------------
Name: Rhys J. Best
Title: Chairman of the Board
Employee:
/s/ Xxxxx Xxxx
----------------------------------
Xxxxx Xxxx
-9-
EXHIBIT "A"
LONE STAR TECHNOLOGIES, INC. EMPLOYEE RETENTION PLAN
[Attached.]
-10-
EMPLOYMENT RETENTION
POLICY
In order to attract and retain officers and key employees for Lone
Star Technologies, Inc. (the "Corporation") and its subsidiaries,
particularly in the event of a threat or the occurrence of a Change in
Control, the Board of Directors of the Corporation (the "Board") has adopted
the following Employment Retention Policy:
If the employment of any Officer or key employee designated by the
Board or its Compensation Committee (the "Committee") is involuntarily
terminated without Cause or is voluntarily terminated with Good Reason within
two years after the occurrence of a change in Control of his Employer, his
Employer shall pay a lump sum, as determined by the Board or the Committee to
the Officer an amount that does not exceed twenty-four times his Monthly
Compensation or to the key employee in an amount that does not exceed twelve
times his Monthly Compensation. Each person designated by the Board or the
Committee will be covered by this Policy upon his entering into the letter
agreement in the form attached.
The Board shall have the right to amend or terminate this Policy at
any time, but any such amendment or termination, whether adopted prior to or
after Change in Control, shall not adversely affect any person covered by
this Policy prior to such amendment or termination.
The Corporation will request that the other Employers adopt this
Policy and will make reasonable efforts to require any successor to the
business or assets of any Employer expressly to assume and to agree to be
bound by this policy.
DEFINITIONS:
"Cause" for termination of a person's employment means his illegal
conduct or gross misconduct that in either case is willful and results in
material damage to his Employer's business or reputation or his willful
failure or refusal to perform his duties or obligations to his Employer or to
comply in all material respects with the lawful directives of the Employer's
Chief Executive Officer or Board of Directors, provided that he has received
written notice from his Employer stating the nature of such failure or
refusal and has reasonable opportunity to correct the stated deficiency.
"Change in Control" means, with respect to an Employer that is a
subsidiary of the Corporation,(i) any event that results in the Corporation
not controlling the Employer or owning all or substantially all of the
Employer's assets or (ii) any Change in Control of the Corporation.
"Change in Control" means, with respect to the Corporation, any of
the following:
(i) any event affecting the Corporation that would be required to be
reported by a reporting company as a change in control pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"');
(ii) any "person" (as that term is used in Section 13(d) of the
Exchange Act) becomes the "beneficial owner" (as defined by Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Corporation
representing more than 50% of either the then outstanding shares of the
Corporation's Common Stock or the combined voting power of the Corporation's
then outstanding securities;
(iii) at any time during any twenty-four month period, the
individuals who were serving on the Board at the beginning of that period or
who were nominated for election or were elected to the Board during that
period by a vote of at least two-thirds of such individuals still in office
shall cease to constitute a majority of the Board;
(iv) any merger or consolidation of the Corporation with any other
corporation or any sale of all or substantially all of the assets of the
Corporation, other than a merger, consolidation or sale that results in the
voting securities of the Corporation outstanding immediately prior thereto
continuing to represent more than 50% of the combined voting power of the
voting securities of the Corporation or the surviving entity or any parent
thereof outstanding immediately thereafter; or
(v) the stockholders of the Corporation approve a plan of
complete liquidation or dissolution of the Corporation
"Employer" is the Corporation or any corporation that is or becomes
a subsidiary of the Corporation and its respective successors and assigns.
"Good Reason" with respect to the voluntary termination of a
person's employment means the occurrence, after a Change in Control, of (i)
any adverse change in his status, position, authority or responsibilities,
(ii) a reduction in his compensation, (iii) any material change in his
employment location or (iv) the failure or refusal of any successor to his
Employer to expressly assume his Employer's obligations under this Policy.
"Monthly Compensation" is a person's salary and cash bonus paid
during the twelve months prior to the termination of his employment or, if
higher, his salary and cash bonus paid during the twelve months prior to the
Change in Control of his Employer, in each case computed as a monthly average.
"Officer" is any person who is or becomes the President, Chief
Executive Officer, Treasurer, Controller, Secretary or any Vice President of
an Employer.
2
ATTACHMENT 1
[Employee's job description attached.]
-11-
DIVISION FINTUBE CORPORATION PRESIDENT AND
CHIEF EXECUTIVE OFFICER RESPONSIBILITIES--
XXXXX X. XXXX
================================================================================
Works within company strategic and policy framework as set by Chairman of the
Board. Responsible for the overall profitability and development of the unit.
Implements business policies and plans through direct management of company
operating units. Is solely' responsible for the management of all operating
units. Provides support in the conceptual, strategic, and policy formulation
functions of the business.
PRIMARY RESPONSIBILITIES
o Originates company policies and plans and establishes
management and operating plans for each unit of the company
within his assigned responsibility to ensure achievement of
objectives.
o Plans, organizes, staffs, directs, or controls operating
units. Assures that each unit is properly organized,
staffed, and directed to perform its function effectively.
o Provides strategic information to Chairman of the Board
concerning the operations of the business units under his
management, their opportunities, and their growth and
development capacities.
o Participates with the Chairman of the Board in the
development of strategic plans and policies for the company.
o Exerts a consistent and effective management force for the
achievement of current and longer-term company plans.
o Creates new strategic plans to develop business units to
achieve new product market and business objectives.
o Responsible for the development of organization, personnel,
product technology, and market resources within his span of
control to facilitate future growth.
Division Fintube Corporation Organization 12/1999
________________________________________________________________________________
ATTACHMENT 2
Lone Star will, under its 1985 Long-Term Incentive Plan, make an
initial grant of options (the "Options") covering an aggregate of 30,000
shares of common stock of Lone Star to the Employee. All of the Options will
be for a ten-year term and will have an exercise price equal to the fair
market value on the date of grant. One-half of the options (the "Employment
Options") will vest 25% per year over four years. The remaining one-half of
the Options (the "Performance Options") will vest (i) 50% on the 10th day
after completion of an audit of the Company's financial statements for the
year ended December 31, 2000 if such audit establishes the Company achieved
EBITDA of $21,100,000 for 2000 as set forth on page 91 of the Confidential
Memorandum of Fintube Limited Partnership dated February 1999 (the
"Projections") and (ii) 50% on the 10th day after completion of an audit of
the Company's financial statements for the year ended December 31, 2001 if
such audit establishes the Company achieved EBITDA of $26,700,000 for 2001 as
set forth in the Projections. If the Projections are not met by the specified
dates, the related Performance Options will lapse.
However, Lone Star recognizes that the Projections are based on
assumptions and are subject to business uncertainties and changes in business
plans and expenditures. Therefore, notwithstanding the foregoing specific
EBITDA targets for 2000 and 2001, Lone Star reserves the right, in
consultation with the Company's management, to modify the vesting and lapse
provisions of the Performance Options if any of these uncertainties or
changes materialize or assumptions prove incorrect; provided, however, that
no such modification shall adversely affect the Employee.
-12-
ATTACHMENT 3
During the initial term of the Agreement, Employee will continue to
have the use of the automobile that Employee's previous employer had provided
to Employee and the Company will pay for that automobile's insurance, repairs
and tags.
The Company will pay the regular monthly dues for one country club
that Employee's previous employer had been paying for Employee.
The Company will pay the regular monthly dues for the Summit Club,
as Employee's previous employer has done.
-13-
ATTACHMENT 4(a)
Vacation policy attached.
-14-
Policy Number: 4.0 (Employee Benefits and Services)
Date: 06/28/99
===============================================================================
5. The following table explains the vacation schedule.
---------------------------------------------------------------------
Length of Service
Completed Days Earned Per Month Vacation Eligibility
---------------------------------------------------------------------
One to Five Years .83 80 hours
---------------------------------------------------------------------
Six Years .92 85 hours
---------------------------------------------------------------------
Seven Years 1.00 96 hours
---------------------------------------------------------------------
Eighth Year 1.08 104 hours
---------------------------------------------------------------------
Ninth Year 1.16 112 hours
---------------------------------------------------------------------
Tenth Year 1.25 120 hours
---------------------------------------------------------------------
6. VACATION SCHEDULING
a) Vacations may be taken by separate weeks or by days.
The company prefers, however, that employees take one
vacation period during each 12 months of at least
five consecutive days.
b) Employees may earn up to a maximum of 120 hours from
anniversary date to anniversary date. Up to 120 hours
may be carried over at the employee's anniversary
date. Hours in excess of 120 will be lost at the
employee's anniversary date.
c) Selection of vacation dates is subject to approval of
the employee's supervisor. Preference in selection of
dates will be granted based on length of employee
service.
d) If the company shuts down for business reasons or for
vacation, employees may be required to take their
vacation at that time. Reasonable advance notice is
to be given to each employee to allow scheduling of
vacation.
e) If a company paid holiday falls during an employee's
vacation, the holiday will not be counted as vacation
taken. The employee may extend the vacation by one
day or take the vacation day at a later date.
f) Each supervisor will maintain a department schedule
and record of the vacation time taken by each
employee.
g) Vacation periods are to be scheduled and approved by
the employee's supervisor before becoming effective.
===============================================================================
Page 24
ATTACHMENT 4(b)
Sick leave policy attached.
-15-
Policy Number: 4.0 (Employee Benefits and Services)
Data 06/28/99
===============================================================================
C. SICK LEAVE
1. PURPOSE
a) To provide income protection for employees who are
absent because of non-work related illness or
accident.
2. SCOPE
a) This policy applies to all domestic regular full-time
employees who have completed their three-month
introductory period.
3. POLICY
a) Amount of benefit. Employees may earn up to 40 hours
of paid sick leave during each one-year period of
continuous employment. Sick leave is earned at the
rate of .8 hours for each full 40 hours worked.
Employee's wage or salary will be continued for time
accrued in the employee's sick leave account
according to this schedule. All sick leave hours
accumulated in excess of 80 hours, through November
30, shall be paid to the employee by December 15 of
year. The number of sick leave days credited is not
intended to establish a guideline for acceptable
attendance.
4. ELIGIBILITY
a) The employee is first eligible for the benefit upon
completion of the new employee introductory period.
b) The company may at any time require an employee to
support a request for sick leave benefits with
medical certification of disability. Failure to
provide a note from a physician may lead to a denial
of benefits and possible corrective action.
c) A medical certification will be required, If the
absence exceeds three consecutive workdays.
d) Separation. Unused sick entitlement will be paid to
employees upon separation provided they have
completed at least six months of continuous service.
Pay will be computed based on the rate earned upon
separation
5. DEFINITION:
a) "Sick leave benefit" is cash compensation paid at the
employee's regular rate of pay.
===============================================================================
Page 27
