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EXHIBIT 10.9
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT
This Employment and Confidentiality Agreement (the "Agreement") is made
and entered into as of October 29, 1998 (the "Effective Date") by and between
Xxxx Xxxxxx ("Employee") and Tejas Securities Group, Inc. (the "Company").
WHEREAS the Company and Employee have decided to reflect the terms of
Employee's employment with the Company in a written document and which shall
govern the material terms of Employee's employment by the Company. In addition
to the terms of this Agreement, Employee shall be subject to certain policies
and procedures published by the Company, or made known to Employee from time to
time. Such policies and procedures are incorporated within this Agreement as if
fully set forth herein.
NOW THEREFORE, in consideration of the premises and mutual agreements
hereafter set forth, and upon the terms and conditions contained in this
Agreement, Employee and the Company hereby agree as follows:
1. Conditions of Employment.
1.1. Compliance with Company Policies.
Employee shall be subject to the policies and procedures enacted
by the Company from time to time and made known to Employee either
through publication or by direct discussion with Employee.
1.2. Compliance with Applicable Rules and Regulations.
Employee shall be subject to all of the Rules and Regulations
of the Securities and Exchange Commission and the National
Association of Securities
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Dealers and the Company reserves the right to terminate Employee
should he/she not remain compliant with these Rules and Regulations.
1.3. Other Business Interests.
Employee shall not be employed by or receive any other
employment compensation from any other person or entity except as may
be agreed to by the Company in writing. All revenues generated from
Employee's efforts shall at all times belong to the Company unless
otherwise agreed to pursuant to written agreement between Company and
Employee.
1.4. Term.
The term of this Employment Agreement will be for a period of
two years. Employee's employment with the Company shall be "at will"
and may be terminated by either Employee or Company at any time and
for any or no particular reason or cause with or without advance
notice to the other.
2. Duties, Compensation and Benefits.
2.1. Title.
Vice President.
2.2. Capacity.
Employee shall serve as an employee of the Company and shall
perform such customary, appropriate and reasonable duties as are
performed by an employee as may be delegated to Employee by the Board
of Directors of the Company (the "Board").
Schedule.
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Employee shall be employed on a full time basis and shall
devote all of his/her working time, intentions and energies to the
Company. Employee shall at all times perform his/her duties and
obligations faithfully, diligently and to the best of their abilities.
Employee will be allowed to work two Fridays per month in the Dallas
office of the Company for a period of up to six months.
2.3. Salary.
During employment with the Company, Employee shall be paid
$6,250 per month for each month of employment in accordance with the
Company's standard payroll practice. Salary shall be subject to annual
review and adjustment at the discretion of the Board or any committee
or individual appointed by the Board to perform such function.
2.4. Bonus.
Employee shall receive an annual bonus of approximately 10-30%
of Employees compensation for the year depending on the performance of
the Employee and the Company. If Employee is terminated or terminates
his/her employment during any twelve month consecutive review period,
he/she shall not be entitled to any bonus.
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2.5. Business Expenses.
The Company shall reimburse Employee for reasonable business
expenses necessarily and appropriately incurred by Employee in
performing his/her duties hereunder in accordance with such policies
and procedures regarding employee expenses as the Company may from
time to time put in effect.
2.6. Benefits.
In addition to salary, commissions, overrides, stock options
and the right to receive warrant distributions, Employee shall be
entitled to participate in any Employee benefit program established
from time to time for employees of the Company as determined by
eligibility requirements established by the Company or such employee
benefit programs.
2.7. Holiday and Vacation.
Employee shall be entitled to all holidays provided under the
Company's regular holiday schedule published from time to time by
Company. In addition, Employee shall be entitled to vacation time in
accordance with the policies established by the Company from time to
time.
2.8. Moving Expenses.
Employee will receive a lump sum payment of $10,000 to cover
all moving expenses upon relocation.
3. Confidential Information.
Employee understands and agrees that in connection with the
performance of their obligations and duties, Employee has and will
receive certain proprietary, confidential or other information
concerning the Company that the Company
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regards as highly confidential. In addition, Employee acknowledges
and agrees that he/she will receive special and important training
in regard to the performance of the business activities. The
information provided to Employee may include, without limitation or
designation as such, business strategies, terms of contracts and
business relationships, pricing information and other information that
is not generally known to the public. Employee acknowledges and agrees
that all such information, including information obtained through
special training by the Company, is and will at all times remain the
sole and exclusive property of the Company. Employee acknowledges and
agrees that they will, during the term of their employment with the
Company and at all times thereafter hold such information in
confidence and not disclose any such information to any third party
except as authorized in advance in writing by the Company or directly
in connection with the performance of the employees obligations
hereunder. In the event of the termination of Employee's employment
with the Company, Employee shall promptly return all confidential and
propriety information in Employee's possession to the Company.
Employee agrees that notwithstanding the termination of the employee's
employment relationship with the Company that his/her agreement to
keep the Company's confidential and proprietary business information
confidential will survive the termination of such employment
relationship.
In addition, Employee agrees and understands that the damages
which will be incurred by the Company as a result of the breach of
this confidentiality
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provision are incalculable. Employee agrees that in addition to any
remedy available to the Company provided by law, that Company will be
entitled to injunctive relief, including but not limited to obtaining
such temporary orders of the Court as may be necessary and appropriate
in order to enforce this provision.
4. Miscellaneous.
4.1. Successors and Assigns.
This Agreement shall be bind on and enure to the benefit of the
parties hereto and their heirs, executors, legal representatives and
successors. This Agreement may not be assigned, in whole or in part,
without the prior written agreement of both parties hereto, except
with respect to the confidentiality provisions contained in paragraph
3 hereof. Any attempt to assign the provisions of this Agreement
(except for paragraph 3) shall be null and void.
4.2. Withholding.
Employee hereby agrees to make appropriate arrangements with
the Company for the satisfaction of all federal, state or local
income tax withholding requirements and other federal, social
security, employee tax requirements applicable to this Agreement.
4.3. Governing Law.
This Agreement is made and entered into and is to be governed by
and construed in accordance with the laws of the State of Texas
applicable to agreements made and to be performed entirely within such
state, without regard
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of the conflict of law principals for any such state. Employee agrees
that there are sufficient contacts within the State of Texas to
enforce this provision.
4.4. Waiver.
The failure of either party at any time to require a performance
by the other party of any provision hereof shall not effect in any way
the full right to require such performance at any time thereafter nor
shall a waiver by either party of a breach of any provision hereof be
taken or held to be a continuing waiver of such provision or a waiver
of any other breach under any other provision of this Agreement.
4.5. Caption.
The captions of the sections which are referenced above are
inserted as a matter of convenience only and are in no way to define,
limit or describe the scope of this Agreement or provisions hereof.
4.6. Entire Agreement/Interpretation.
This Agreement sets forth the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof
and supercedes all prior contracts, agreements, arrangements,
communications, discussions, representations and warranties, whether
oral or written, between the parties with respect to the subject
matter. This Agreement may be amended only by a written instrument
signed by both parties hereto making specific reference to this
Agreement and express a plan or intention to modify it. The parties
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acknowledge that this Agreement has been drafted through mutual
efforts of the parties and that it shall not be construed more
harshly against any party hereto.
4.7. Counterpart.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which
together shall constitute on and the same agreement.
In witness whereof the parties hereto have executed this Employment
Agreement as of the date first written above.
TEJAS SECURITIES GROUP, INC.
By: /s/ Xxx X. Van Ert
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Xxx X. Van Ert, President
EMPLOYEE
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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