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EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made as of June 1,
1999, by and between The Oil & Gas Asset Clearinghouse, Inc., a Texas
corporation (the "Company"), and Xxxxxxx X. Xxxxx, Xx., an individual
("Executive").
RECITALS
WHEREAS, the execution and delivery of this Agreement by the
Company and Executive are conditions to the purchase of shares of the Company's
common stock, par value $.10 per share ("Common Stock"), by Energy Auction
Exchange, Inc., a Delaware corporation, pursuant to a Stock Purchase Agreement
dated as of June 1, 1999 (the "Stock Purchase Agreement");
WHEREAS, the Company desires to employ Executive as the
President and Chief Executive Officer of the Company, and Executive desires to
accept such employment on the terms and conditions hereinafter set forth;
WHEREAS, in the course of his employment, Executive will or
has gained knowledge of the business, affairs, and operating results of the
Company and any subsidiaries, will be or has been trained in highly specialized
skills at the expense of the Company in the operation and management of the
business of the Company and the marketing and sale of the Company's services
through the use of techniques, systems, forms and methods used and devised by
the Company, and will have or has access to lists of the Company's clients and
prospective clients and their needs, pricing and capabilities; and
WHEREAS, the confidential information, customer lists,
databases and trade secrets of the Company are unique and valuable to the
Company and the Company would suffer irreparable harm if Executive were to
divulge such confidential information or trade secrets to those in competition
with the Company or use such knowledge, information and business acumen in
competition with the Company.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Employment. The Company shall employ Executive, and
Executive accepts employment with the Company, upon the terms and conditions set
forth in this Agreement for the period beginning on the date of this Agreement
and ending as provided in Section 4 hereof (the "Employment Period").
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2. Position and Duties.
(a) Except as set forth in this Agreement, during the
Employment Period Executive shall serve as the President and Chief Executive
Officer of the Company. Executive understands and agrees that the Company's
board of directors (the "Board") may at any time appoint a person other than
Executive as the President of the Company, and thereafter Executive shall serve
as the Chief Executive Officer of the Company during the remainder of the
Employment Period. The Board shall not require Executive to conduct his primary
business activities outside of a 50-mile radius from the Company's current
principal executive offices, other than for reasonable business travel.
(b) Executive shall report to the Board, and Executive shall
devote his best efforts and his full business time and attention (except for
permitted vacation periods and reasonable periods of illness or other
incapacity) to the business and affairs of the Company and its subsidiaries;
provided, however, that nothing in this Agreement shall preclude Executive from
serving as a director or member of a committee of any organization involving no
conflict of interest with the interests of the Company, engaging in charitable
and community activities or managing his personal investments, if such
activities do not materially interfere with the regular performance of his
duties and responsibilities under this Agreement. Executive shall perform his
duties and responsibilities to the best of his abilities in a diligent,
trustworthy, businesslike and efficient manner.
(c) All funds and property received by Executive on behalf of
the Company or its affiliates shall be received and held by Executive in trust
for the Company or its affiliates, as the case may be, and Executive shall
account for and remit all such funds and property to the Company or its
affiliates, as the case may be.
3. Base Salary and Benefits.
(a) During the Employment Period, Executive's base salary
shall be $165,220 per annum or such higher rate as the Board may designate from
time to time (the "Base Salary"), which salary shall be payable in regular
installments in accordance with the Company's general payroll practices. During
the Employment Period, the Base Salary shall not be reduced below $165,220 per
annum without the prior written consent of Executive; provided, however, that
Executive agrees to consider in good faith a reduction of the Base Salary below
$165,220 per annum in the event the financial performance of the Company should
so warrant.
(b) Exhibit A attached hereto sets forth all of the Company's
employee benefit programs in which Executive participated immediately prior to
the execution of this Agreement and the extent of such participation (the
"Benefits"). During the Employment Period, Executive shall be entitled to
participate in all of the Company's employee benefit programs for which senior
executive employees of the Company are generally eligible; provided, however,
that during the Employment Period, Executive shall be entitled at a minimum to
receive the Benefits.
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(c) During the Employment Period, the Company shall reimburse
Executive for all reasonable expenses incurred by him in the course of
performing his duties under this Agreement which are consistent with the
Company's policies in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the Company's requirements
with respect to reporting and documentation of such expenses.
(d) In addition to the Base Salary, Executive shall be
eligible to receive a bonus following the end of each fiscal year during the
Employment Period. Such bonuses shall be paid upon the attainment of certain
performance goals as mutually agreeable to Executive and the Board and are
expected to be consistent with the Company's past practices with respect to
performance bonuses; provided, however, that the award of such bonuses shall
ultimately be determined by the Board based on the Company's performance.
Notwithstanding the foregoing, Executive shall be paid a minimum bonus for each
fiscal year commensurate with any such bonuses paid to other senior executive
officers of the Company for such fiscal year; provided, however, that Executive
agrees to consider in good faith a reduction in Executive's bonus in the event
the financial performance of the Company should so warrant. Each such bonus for
any fiscal year shall be paid by the end of the first quarter of the following
fiscal year.
(e) The Company shall have the right to withhold any and all
amounts due and payable to Executive pursuant to the terms of this Agreement and
to apply such amounts to any amounts owed by Executive to (i) the Company or
(ii) Energy Auction Exchange, Inc., a Delaware corporation, pursuant to the
terms of the Stock Purchase Agreement.
4. Term.
(a) Unless renewed by the mutual written agreement of the
Company and Executive, the Employment Period shall end on the fifth anniversary
of the date of this Agreement (the "Fifth Anniversary"); provided that (i) the
Employment Period shall terminate prior to such date upon Executive's
resignation, death, Permanent Disability (as defined below) or resignation due
to Constructive Termination (as defined below) and (ii) the Employment Period
may be terminated by the Company at any time prior to such date for Cause (as
defined below) or without Cause.
(b) If the Employment Period is terminated by Executive's
resignation due to Constructive Termination or by the Company without Cause,
Executive shall be entitled to receive that portion of his then current Base
Salary earned through the date of such termination, plus an additional amount
equal to two (2) times his then current Base Salary (the "Severance Payment");
provided, however, that if Executive has materially breached the provisions of
Sections 5, 6 or 7 hereof, Executive shall not be entitled to the Severance
Payment until such breach, if capable of being cured, is cured by Executive.
(c) If the Employment Period is terminated by the Company for
Cause or is terminated by Executive pursuant to Section 4(a)(i) above other than
by Executive's resignation due
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to Constructive Termination, Executive shall be entitled to receive that portion
of his then current Base Salary earned through the date of termination.
(d) The amount of any Base Salary payable pursuant to Sections
4(b) or (c) hereof shall be payable in accordance with the Company's general
payroll practices, and any Severance Payment shall be payable in one lump sum
payment within 60 days following termination of the Employment Period.
(e) Except as otherwise required by law, all of Executive's
rights to employee benefits and bonuses hereunder (if any) accruing after the
termination of the Employment Period shall cease upon such termination.
(f) For purposes of this Agreement, "Cause" shall mean (i) a
breach of Executive's duty of loyalty to the Company or any of its subsidiaries
as a member of the Board or the board of any subsidiary or any act of fraud
against the Company or any of its subsidiaries, (ii) the commission by Executive
of a felony, a crime involving moral turpitude or other act causing material
harm to the Company's or any of its subsidiaries' standing and reputation, (iii)
Executive's failure or refusal to commence his reasonable best efforts, without
proper legal cause, to follow the directions of the Board after Executive has
been given written notice thereof and fifteen (15) days have elapsed within
which Executive has not executed his reasonable best efforts to follow such
directions of the Board, (iv) Executive's current illegal use of drugs, or (v)
Executive's substandard performance as described below. In the event the Company
incurs operating losses in two (2) consecutive fiscal years, the Board shall be
deemed to have initial grounds to remove Executive for substandard performance.
If the Board (excluding Executive) determines in good faith that such operating
losses of the Company are the result of Executive's substandard performance, the
Board shall give written notice thereof to Executive, and Executive shall have
thirty (30) days to prepare for a meeting with the Board, at which time
Executive may present information with respect to market conditions or any other
factors which Executive deems relevant in assessing the cause of such operating
losses, including, without limitation, evidence that Executive has followed the
directives of the Board in the performance of his duties. After due
consideration of such factors, if the Board (excluding Executive) again
determines in good faith that such operating losses of the Company are the
result of Executive's substandard performance and not the result of other
factors, Executive may be terminated by the Board for Cause. The parties hereby
acknowledge and agree that the determination of whether the criteria for Cause
has been met shall be arbitrable in accordance with the American Arbitration
Association employment dispute rules.
(g) For purposes of this Agreement, "Constructive Termination"
shall mean (i) the assignment to Executive by the Board of duties materially
inconsistent with the normal duties associated with the position of President
and Chief Executive Officer, or Chief Executive Officer, as the case may be
pursuant to Section 2(a) above, of the Company, (ii) the occurrence of material
acts or conduct on the part of the Board which have as their purpose forcing the
resignation of Executive or preventing him from performing his duties and
responsibilities pursuant to this Agreement, (iii) a material breach by the
Company of any provision of this Agreement which is not
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cured within fifteen (15) days after written notice thereof is delivered by
Executive to the Company, or (iv) a default or decrease in the payment to
Executive of the compensation set forth in Section 3 above, except as permitted
herein.
(h) For purposes of this Agreement, "Permanent Disability"
shall mean the inability of Executive to effectively and efficiently perform the
essential functions of his position (with or without reasonable accommodation
from the Company) by reason of mental or physical impairment during (i) any
continuous period of one hundred twenty (120) days, or (ii) one hundred eighty
(180) days in the aggregate during any 12-month period.
5. Confidential Information. Executive acknowledges that the
information, observations and data obtained by him while employed by the Company
(including those obtained while employed by the Company prior to the date of
this Agreement) concerning the business, affairs or operating results of the
Company or any subsidiary, including, without limitation, customer lists,
databases, profile information, source codes, system processes, buyer and seller
lists, profiles and information, and historic property sale information and
statistics ("Confidential Information") are the property of the Company or such
subsidiary, as the case may be. Therefore, Executive agrees that he shall not
disclose to any unauthorized person or use for his own account any Confidential
Information without the prior written consent of the Board (excluding
Executive), unless and to the extent that the aforementioned matters become
generally known to and available for use by the public other than as a result of
Executive's acts or omissions to act. Executive shall deliver to the Company at
the termination of the Employment Period, or at any other time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes and
software and other documents and data (and copies thereof) relating to the
Confidential Information, Work Product (as defined below) or the business of the
Company or any subsidiary which he may then possess or have under his control.
6. Inventions and Patents. Executive agrees that all
inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports, and all similar or related information which relates to the
Company's or any of its subsidiaries' business, research and development or
existing or future products or services and which are conceived, developed or
made by Executive while employed by the Company or any of its subsidiaries
("Work Product") belong to the Company or such subsidiary, as the case may be.
Executive will promptly disclose such Work Product to the Board and perform all
actions reasonably requested by the Board (whether during or after the
Employment Period), at the expense of the Company, to establish and confirm such
ownership (including, without limitation, assignments, consents, powers of
attorney and other instruments).
7. Non-Compete, Non-Solicitation.
(a) Executive acknowledges that in the course of his
employment with the Company he has and will become familiar with the Company's
trade secrets and with other confidential information concerning the Company and
its subsidiaries and that his services have been
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and will be of special, unique and extraordinary value to the Company and its
subsidiaries. Therefore, and in connection with Executive's sale of Common Stock
pursuant to the terms of the Stock Purchase Agreement, Executive agrees that,
during the Noncompete Period (as determined pursuant to Section 7(c) below), he
shall not directly or indirectly own, manage, control, participate in, consult
with, render services for, be employed by or in any manner engage in providing
(a) third party acquisition and/or divestiture advisory, marketing or brokerage
services with respect to oil and gas properties, (b) third party reserve
engineering transaction or other technical services in support of the
acquisition and/or divestiture of oil and gas properties, and (c) third party
sell side sealed bid, negotiated sale or brokerage services for the oil and gas
exploration and production industry, the same or similar to those provided by
Executive to the Company during the Employment Period that result in competition
with the business of the Company or its subsidiaries in the counties or parishes
set forth on Exhibit B attached hereto (the "Noncompete Area"); provided,
however, that (i) Executive may engage in the acquisition and/or divestiture of
oil and gas properties as an owner or operator for his own account, for the
account of an entity wholly-owned by Executive or for the account of an employer
engaged in the acquisition and/or divestiture of oil and gas properties as part
of such employer's ordinary course of business, and (ii) Executive may own for
investment purposes not more than one percent (1%) of the outstanding stock of
any class of a competing corporation which is publicly traded, so long as
Executive has no active participation in the business of such corporation.
(b) During the Noncompete Period, Executive shall not directly
or indirectly through another entity (i) induce or attempt to induce any
employee of the Company or of any subsidiary of the Company with whom Executive
has contact during the Employment Period to leave the employ of the Company or
such subsidiary, as the case may be, to perform the same or similar services or
functions in the Noncompete Area as such employee performed for the Company or
such subsidiary, as the case may be, (ii) hire any person who was an employee of
the Company or of any subsidiary of the Company with whom Executive has contact
during the Employment Period to perform the same or similar services or
functions in the Noncompete Area as such employee performed for the Company or
such subsidiary, as the case may be, or (iii) induce or attempt to induce any
customer, supplier, licensee or other business relation of the Company or of any
subsidiary of the Company in the Non-Compete Area with whom Executive has
contact during the Employment Period to cease doing business with the Company or
such subsidiary, as the case may be.
(c) The Noncompete Period shall be determined as follows:
(i) If termination of the Employment Period
occurs on or prior to the fourth anniversary
of the date of this Agreement (the "Fourth
Anniversary"), then the Noncompete Period
shall begin on the date of this Agreement
and shall expire on the date which is two
(2) years after the date of such
termination; provided, however, that in no
event shall the Noncompete Period extend
beyond the Fifth Anniversary pursuant to
this Section 7(c)(i).
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(ii) If termination of the Employment Period
occurs after the Fourth Anniversary, then
the Noncompete Period shall begin on the
date of this Agreement and shall expire on
the sixth anniversary of the date of this
Agreement.
8. Enforcement.
(a) If, at the time of enforcement of Sections 5, 6 or 7
hereof, a court holds that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum period,
scope or geographical area reasonable under such circumstances shall be
substituted for the stated period, scope or area. Because Executive's services
are unique and because Executive has access to Confidential Information and Work
Product, the parties hereto agree that money damages would be an inadequate
remedy for any breach of this Agreement. Therefore, in the event a breach or
threatened breach of this Agreement, the Company or its successors or assigns
may, in addition to other rights and remedies existing in their favor, apply to
any court of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce, or prevent any violations of, the
provisions hereof (without posting a bond or other security).
(b) The existence of any claim, demand, action or cause of
action by Executive against the Company or any affiliate of the Company, whether
predicted upon this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Company of its rights under this Agreement.
9. Executive Representations, Warranties and Covenants.
Executive hereby represents and warrants to the Company that (i) the execution,
delivery and performance of this Agreement by Executive does not and will not
conflict with, breach, violate or cause a default under any contract, agreement,
instrument, order, judgment or decree to which Executive is a party or by which
he is bound, (ii) Executive is not a party to or bound by any employment
agreement, noncompete agreement or confidentiality agreement with any other
person or entity and (iii) upon the execution and delivery of this Agreement by
the Company, this Agreement shall be the valid and binding obligation of
Executive, enforceable in accordance with its terms. Executive hereby agrees
that during the Employment Period Executive shall take all such actions as are
reasonably necessary for Executive to maintain his status as the designated
principal of the Company pursuant to federal and state laws, rules and
regulations and the rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC") and the National Association of Securities Dealers, Inc.
(the "NASD").
10. Survival. Sections 2(c), 3, 4, 5, 6, 7, 8, 9 and 12 hereof
shall survive and continue in full force in accordance with their terms
notwithstanding any termination of the Employment Period.
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11. Notices. Any notice provided for in this Agreement shall
be in writing and shall be either personally delivered, sent by facsimile, sent
by nationally recognized overnight courier service or mailed by first class
mail, return receipt requested, to the recipient at the address below indicated:
Notices to Executive:
Xxxxxxx X. Xxxxx, Xx.
0000 Xxxxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
Notices to the Company:
The Oil & Gas Asset Clearinghouse, Inc.
000 X. Xxx Xxxxxxx Xxxxxxx X.
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Chairman
Fax: (000) 000-0000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered,
sent or mailed.
12. Further Assurances. Executive agrees that, upon
termination of this Agreement for any reason, Executive shall cooperate with the
Company, perform and all reasonable acts and execute, acknowledge and deliver
any and all documents which may be reasonably necessary for Executive or the
Company to comply with federal and state laws, rules and regulations and the
rules and the regulations of the SEC and the NASD with respect to such
termination.
13. Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
14. Complete Agreement. This Agreement, those documents
expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject
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matter hereof in any way. The Restated Employment Agreement dated April 28, 1998
by and between the Company and Executive is hereby terminated and of no further
force and effect.
15. Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
16. Successors and Assigns. This Agreement is intended to bind
and inure to the benefit of and be enforceable by Executive, the Company and
their respective heirs, successors and assigns, except that Executive may not
assign his rights or delegate his obligations hereunder without the prior
written consent of the Company. The obligations, or any portion thereof, of the
Company as set forth herein may be assigned to or performed through a personnel
management service or similar entity which provides personnel management and/or
staffing services to the Company; provided, however, that no such assignment to
or performance by such service or entity shall relieve the Company from primary
liability hereunder for such obligations.
17. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY THE
INTERNAL LAW, AND NOT THE LAWS OF CONFLICTS, OF THE STATE OF TEXAS.
18. Amendment and Waiver. The provisions of this Agreement may
be amended or waived only with the prior written consent of the Company and
Executive, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.
19. Headings. The headings of the sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute a part
of this Agreement.
20. Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
THE OIL & GAS ASSET CLEARINGHOUSE, INC.
/s/
-------------------------------
By:
---------------------------
Its:
--------------------------
/s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------------
Xxxxxxx X. Xxxxx, Xx.
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XXXXXXX A
EMPLOYEE BENEFIT PROGRAMS AND PARTICIPATION
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EXHIBIT B
NONCOMPETE AREA
TEXAS COUNTIES
Xxxxxxxx Colorado Xxxx Xxxxxxxx
Xxxxxxx Comanche Xxxxxxxx Live Oak
Angelina Concho Xxxxxxxx Xxxxxx
Aransas Xxxxx Xxxxxxxx Lubbock
Xxxxxx Xxxxxx Xxxxxx Xxxx
Xxxxxxxxx Crane Harris Madison
Atascosa Xxxxxxxx Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx Xxxxxxxx Matagorda
Bastrop Xxxxxx Xxxxxxx Maverick
Baylor Xxxxxx Xxxxxxx XxXxxxxxx
Bee De Xxxx Hood McLennan
Xxxx Dimmitt Houston XxXxxxxx
Bexar Xxxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxx Xxxx Midland
Xxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxx
Xxxxx Xxxxx Xxxxx Xxxxx
Brazoria Xxxxxxx Xxxx Montague
Brazos Falls Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx Xxx Xxxx Motley
Xxxxxxxx Fort Bend Xxx Xxxxx Nacogdoches
Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxxx Freestone Xxxxxxx Xxxxxx
Xxxxxxxx Frio Xxxxxxx Xxxxx
Xxxxxxx Xxxxxx Kenedy Nueces
Camp Galveston Xxxx Xxxxxxxxx
Xxxxxx Xxxxx Xxxxxx Orange
Xxxx Xxxxxxxxx King Palo Pinto
Xxxxxxxx Gollad Kieberg Panola
Cherokee Xxxxxxxx Xxxx Xxxxxx
Xxxx Xxxx Lavaca Pecos
Xxxxxxx Xxxxxxx Xxx Xxxx
Xxxx Xxxxx Xxxx Xxxxxx
Xxxxxxx Xxxxxx Liberty Rains
Xxxxxxxxxxxxx Xxxxxxxxx Limestone Xxxxxx
B-1
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Real Wichita
Red River Wilbarger
Xxxxxx Willacy
Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxxx
Rockwall Wise
Xxxxxxx Wood
Xxxx Yoakum
Xxxxxx Xxxxxx
San Xxxxxxxxx Xxxxxx
San Xxxxxxx
San Xxxxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxxxxx
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxx
Xxxxxxxx
Sterling
Xxxxxxxxx
Xxxxxx
Tarrant
Xxxxxx
Xxxxxxx
Xxxxx
Xxxxxxxxxxxx
Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
Xxxxx
Xxx Verde
Van Zandt
Xxxxxxxx
Xxxxxx
Xxxx
Xxxxxxxxxx
Xxxx
Xxxxxxx
Xxxxxxx
B-2
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OKLAHOMA COUNTIES
Xxxxx Xxxxx
Alfalfa Nowata
Atoka Okfuskee
Beaver Oklahoma
Beckham Okmulgee
Xxxxxx Osage
Xxxxx Pawnee
Caddo Xxxxx
Canadian Pittsburg
Xxxxxx Pontotoc
Cleveland Pottawatomie
Coal Pushmataha
Comanche Xxxxx Xxxxx
Cotton Xxxxxx
Xxxxx Seminole
Creek Xxxxxxxx
Custer Texas
Xxxxx Tulsa
Xxxxx Xxxxxxxxxx
Xxxxxxxx Xxxxxxxx
Xxxxxx
Xxxxx
Xxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Xxxxxxxxx
Xxxxxxx
Xxx
Kingfisher
Kiowa
XxXxxxx
Lincoln
Logan
Love
XxXxxxx
XxXxxxxx
Major
Xxxxxxxx
Muskogee
B-3
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LOUISIANA PARISHES
Acadia Tangipahoa
Xxxxx Tensas
Ascension Terrebonne
Assumption Union
Avoyelles Xxxxxxxxxx
Bienville Washington
Bossier West Baton Rouge
Caddo Xxxx Xxxxxxxxx
Calcasieu
Xxxxxxxx
Xxxxxxx
Xxxxxxxxx
DeSoto
East Baton Rouge
East Xxxxxxxxx
Xxxxxxxxxx
Xxxxxxxx
Iberia
Iberville
Xxxxxxx
Xxxxxxxxx Xxxxx
Xxxxxxxxx
Lafourche
Lincoln
Xxxxxxxxxx
Orleans
Quachita
Plaquemines
Pointe Coupee
Red River
Richland
Sabine
Saint Xxxxxxx
Saint Xxxxxxx
Saint Xxxxxx
Saint Xxxxx
Saint Xxxx the Baptist
Saint Xxxxxx
Saint Xxxxxx
Saint Xxxx
B-4
