06/10/98
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as of June 12, 1998 by and between Maverick Tube Corporation, a Delaware
corporation (the "Company") and Xxxxx X. Xxxxx ("Executive").
Recitals. The Company desires to employ Executive as its Chief Financial
Officer and Vice President of Finance. Accordingly, the Company and Executive
desire to enter into this Agreement to set forth the terms and conditions of
Executive's employment with the Company.
Services. The Company agrees to employ Executive and Executive hereby
accepts such employment, in accordance with the terms of this Agreement,
commencing June 15, 1998. So long as this Agreement shall continue in effect,
Executive shall devote Executive's entire working time and attention to the
business, affairs and interests of the Company, shall use Executive's reasonable
best efforts and abilities to promote the Company's interests and shall perform
the services contemplated by this Agreement in accordance with policies
established by and under the direction of the Company's board of directors (the
"Board"). Nothing contained in this Section 2, however, shall prevent Executive
from engaging in additional activities in connection with personal investments
and community affairs provided that such additional activities are not
inconsistent with, and do not interfere with, to any significant extent,
Executive's duties under this Agreement.
Duties and Responsibilities. Executive shall serve as Chief Financial
Officer and Vice President of Finance of the Company for the duration of this
Agreement. In the performance of Executive's duties, Executive shall report
directly to the Company's Chief Executive Officer ("CEO") and shall be subject
solely to the direction of the CEO and to such reasonable limits on Executive's
authority as the Board may from time to time impose.
Executive agrees to observe and comply with the rules and regulations of
the Company respecting the performance of Executive's duties and agrees to carry
out and perform orders, directions and policies of the Company as they may be,
from time to time, stated in writing. The Company agrees that the duties which
may be assigned to Executive shall be reasonable, usual and customary duties of
the office or position to which Executive will from time to time be appointed or
elected and shall not be inconsistent with the provisions of the charter
documents of the Company or applicable law. Executive shall have such corporate
power and authority as shall reasonably be required to enable Executive to
perform the duties required in any office that may be held.
Indemnification. Executive shall be entitled to indemnification with
respect to all costs and expenses incurred by him on account of the fact he
becomes a party, or is threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was or becomes a director,
officer, employee or agent of the Company, to the same extent as other senior
executive offices of the Company and consistent with the bylaws of the Company.
Compensation.
Base Compensation. During the term of this Agreement, the Company shall pay
Executive a base salary at the rate of $165,000 per year subject to upward
adjustment pursuant to Section 5(b) below (the "Base Salary"). The Base Salary
shall be earned monthly and shall be payable in periodic installments no less
frequently than monthly in accordance with the Company's customary payroll
practices for its senior executive officers.
Periodic Review. The Board shall review Executive's Base Salary and
Additional Benefits (as defined below) then being paid to Executive not less
frequently than every twelve months, beginning October 1, 1998. Following such
review, the Company may in its discretion increase (but shall not be required to
increase) the Base Salary or any other benefits, but may not decrease the Base
Salary during the term of this Agreement. The amount of such increase of Base
Salary combined with the previous year's Base Salary shall then constitute
Executive's Base Salary for purposes of this Agreement.
Bonus. Executive shall be entitled to participate in the Company's bonus,
incentive compensation and similar programs generally available to the executive
officers of the Company, currently consisting of the Company's "Gainsharing
Program" and its "Incentive Bonus Program," under which Executive shall be
entitled to earn an aggregate annual cash bonus of up to a maximum annual amount
equal to 75% of his then current Base Salary; provided that with respect to the
Company's 1998 fiscal year the cash bonus payable to Executive shall be an
amount equal to the same percentage received by the Company's other senior
executives times the aggregate of the monthly installments of the Base Salary
payable to Executive with respect to fiscal year 1998.
Stock Options. The Compensation Committee of the Board has granted to
Executive, under the Company's 1994 Stock Option Plan, options to purchase
80,000 shares of the Company's common stock (the "Options") at a purchase price
equal to the closing price of the Company's common stock on the Nasdaq Stock
Market (or, if not listed on such exchange, on a nationally recognized exchange
or quotation system on which trading volume in the Company's common stock is the
highest) on the business day immediately preceding the date Executive's
employment commences under this Agreement. Executive may exercise the Options,
in whole or in part, at any time during the period beginning on and including
June 15, 2001 and ending on and including June 14, 2008.
Club Membership Dues Allowance. During the term of this Agreement,
Executive shall be entitled to be paid an allowance for actual club membership
dues for health club membership and for golf or country club membership, payable
in accordance with the Company's customary practices.
Automobile Allowance. During the term of this Agreement, the Company shall
provide Executive with a vehicle of Executive's reasonable choice in accordance
with the Company's automobile business standards. The Company shall pay all
acquisition and operating expenses relating to such automobile up to an
aggregate monthly maximum of $600.
Vacation. Executive shall be entitled to paid vacation in accordance with
the plans, policies, programs and practices as in effect generally with respect
to other senior executive officers of the Company; provided, however, that
Executive shall be entitled to no less than 20 days vacation each calendar year
during the term of this Agreement in addition to all holidays of the Company.
Additional Benefits. Executive and/or his family, as the case may be, shall
also be entitled to participate in and shall receive all rights and benefits
under any pension plan, profit-sharing plan, life, medical, dental,
prescription, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans or programs, expense
reimbursement or other plan or benefit that the Company may provide for
Executive or (provided Executive is eligible to participate therein) for
executive officers of the Company, as from time to time in effect, during the
term of this Agreement (collectively, "Additional Benefits").
The Company shall have the right to deduct or withhold, subject to
Executive's employee elected deductions, from all compensation payable to
Executive under this Agreement any and all sums required for federal income and
Social Security taxes and all state and local taxes, if any, now applicable or
that may be enacted and become applicable in the future.
Termination. This Agreement and all obligations hereunder shall terminate
upon the earliest to occur of any of the following:
Voluntary Termination. The voluntary termination by Executive or retirement
by Executive from the Company in accordance with the normal retirement policies
of the Company.
Death or Disability of Executive. The Executive's employment shall
terminate automatically (i) upon his death, or (ii) the determination by the
Company, in good faith, that the disability (as defined below) of Executive has
occurred, provided that the Company shall have given Executive written notice in
accordance with Section 13 of its intention to terminate Executive's employment.
For the purposes of this Agreement, "disability" shall mean the absence of
Executive performing Executive's duties with the Company on a full-time basis
for a period of 180 days during any 12 months' period as a result of incapacity
due to mental or physical illness as determined by a physician selected by the
Company or its insurers and acceptable to Executive or Executive's legal
representative (such agreement as to acceptability not to be withheld
unreasonably). For the purposes of this Agreement, "incapacity" shall be limited
only to such disability which substantially prevents the Company from availing
itself of the services of Executive hereunder. If Executive's employment is
terminated by reason of Executive's death or disability, this Agreement shall
terminate without further obligations to Executive (or Executive's heirs or
legal representatives) under this Agreement, other than for (1) payment of the
sum of (A) Executive's annual Base Salary through the date of termination to the
extent not theretofore paid, (B) any accrued bonus due to Executive based on a
pro rata allocation of such bonus as of the date of termination, (C) any
compensation previously deferred by Executive (together with any accrued
interest or earnings thereon), and (D) any accrued vacation pay, in each case to
the extent not theretofore paid (the sum of the amounts described in clauses
(A), (B), (C) and (D) shall be hereinafter referred to as the "Accrued
Obligations"), which shall be paid to Executive or Executive's estate or
beneficiary, as applicable, in a lump sum in cash within 30 days after the date
of termination or any earlier time required by applicable law; and (2) payment
to Executive or Executive's estate or beneficiary, as applicable, of any amount
accrued pursuant to the terms of any applicable benefit plan.
Termination for Cause. The Company may terminate Executive's employment for
cause. For purposes of this Agreement, the term "cause" shall mean that the
Company, acting in good faith based upon the information then known to the
Company, after due inquiry, and upon reasonable grounds, determines that
Executive (i) shall have been convicted of a felony or a misdemeanor, which
misdemeanor materially impairs Executive's ability to perform his duties, or
(ii) Executive's material breach of this Agreement. Notwithstanding the
foregoing, Executive shall not be terminated for cause pursuant to clause (ii)
of this Section 6(c) unless and until Executive has received notice of a
proposed termination for cause and Executive has had an opportunity to be heard
before all of the members of the Board. Executive shall be deemed to have had
such an opportunity if given written notice at least ten (10) calendar days in
advance of a meeting.
Without Cause. Notwithstanding any other provision of this Section 6, the
Board shall have the right to terminate Executive's employment with the Company
without cause at any time, but any such termination other than as expressly
provided in Section 6(a), (b) or (c) herein shall be without prejudice to
Executive's rights to receive a pro rata bonus through such termination date. If
Executive is so terminated without cause, Executive shall receive from the
Company within ten (10) days of the date of such termination a lump sum payment
equal to Executive's then current Base Salary. This lump sum payment shall be in
lieu of all rights of Executive other than the Options, including any rights to
any Additional Benefits hereunder, all of which other than the Options shall
terminate upon the payment of such lump sum amount except to the extent
expressly governed by any other written agreement between the Company and
Executive.
Change in Control. Upon 30 days prior written notice to Executive, the
Company may terminate Executive's employment at any time within 24 months
following a "change in control" (as hereinafter defined). In the event
Executive's employment is so terminated, then the Company shall pay in lump sum
cash to Executive, within 15 days of the effective date of termination, an
amount equal to either (i) three times the Base Salary if the change in control
occurs on or before June 14, 1999, or (ii) if the change in control occurs any
time on or after June 15, 1999 and Executive's employment is terminated within
the time period following the change in control set forth below, the applicable
factor times the Base Salary:
Effective Date
of Termination
(from June 15, 1999) Factor
0-6 months 2.0
7-12 months 1.5
13-18 months 1.0
19-24 months .5
For purposes of this Agreement, a "change in control" means, and shall be deemed
to have taken place, if: (i) any person or entity or group of affiliated persons
or entities (other than shareholders as of the date hereof), including a group
which is deemed a "person" by Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, acquires in one or more transactions, ownership of 35% or more
of the outstanding capital stock of the Company; or (ii) the Company is merged
or consolidated into an unrelated company in a transaction in which the
outstanding voting securities of the Company immediately prior to such merger or
consolidation do not constitute or represent more than 80% of the combined
voting power of voting securities of the surviving entity after such merger or
consolidation.
The Company shall pay on behalf of Executive all taxes imposed on Executive
under Section 4999(a) of the Internal Revenue Code of 1986 as amended ("Code"),
resulting from payments or other benefits to Executive under this Section 6(e)
being deemed "excess parachute payments," as such term is defined in Section
280(G)(b) of the Code (the "Subject Taxes"). Additionally, the Company shall pay
to Executive an amount which will as closely as reasonably practicable
approximate any additional income or excise taxes payable by Executive as a
result of the payment of the Subject Taxes on behalf of Executive pursuant to
the preceding sentence.
Resignation for Good Reason. In the event of a change in control, Executive
may terminate his employment and this Agreement for "good reason" (as
hereinafter defined) at any time within 24 months following the change in
control in which event Executive shall be entitled to receive his then current
Base Salary for the remainder of the period beginning with the date on which
Executive terminates his employment and ending on the second anniversary of the
date on which the change in control occurred. For the purposes of this
Agreement, "good reason" means each of the following: (i) any action by the
Company which results in a significant reduction in Executive's position,
authority, duties or responsibilities, including for this purpose any material
change in Executive's employment location; (ii) any reduction in the
compensation payable to Executive not agreed to in writing by Executive, which
reduction shall be deemed to occur if there is (A) a reduction in Executive's
then current Base Salary or (B) a material reduction in Executive's ability to
participate in employee benefit plans, receive expense reimbursements, receive
other fringe benefits, receive office and support staff, or receive paid
vacation; (iii) the material breach of any of the Company's obligations under
this Agreement without Executive's express written consent; or (iv) the good
faith determination by Executive that the business philosophy and policies of
the Company are not compatible with those of Executive.
Executive acknowledges his understanding that it is the intent of the
Company to revise its currently existing severance policy applicable to the
Company's executive officers (the "Revised Severance Policy") and that Executive
will have significant responsibility in the development and implementation of
the Revised Severance Policy. The parties acknowledge that it is their
respective intent that upon the effectiveness of such Revised Severance Policy,
such Revised Severance Policy will supersede those provis1ions of this Agreement
covering the same subject matter (the "Covered Provisions"), such as, for
example Section 6(e) dealing with certain rights of Executive upon a change in
control. Accordingly, and notwithstanding anything to the contrary contained
herein, it is agreed that upon the effectiveness of the Revised Severance
Policy, the terms of such Revised Severance Policy, as same may be modified from
time to time, shall supersede all Covered Provisions contained herein, and to
the extent of any inconsistency between the terms of this Agreement and the
Revised Severance Policy, the terms of the Revised Severance Policy shall
prevail.
Relocation and Temporary Living Expenses. In order to defray moving
expenses and temporary living expenses incurred by Executive in moving from
Irvine, California to St. Louis County, Missouri, Employer shall reimburse
Employee for all reasonable expenses incurred for the following:
(a) Moving the household goods and personal effects of
Executive and his family from Executive's residence in Irvine,
California, to the new place of residence selected by Executive in
Missouri;
(b) Airfare for Executive or his spouse for one round trip per
week between California and St. Louis, Missouri, or vice versa, taken
during the initial 120 days of Executive's employment with the Company;
(c) All the settlement costs incurred by Executive in selling
his residence in Irvine, California, as set forth on a copy of the
seller's closing costs statement provided by Executive to the Company;
(d) All the settlement costs incurred by Executive in
purchasing his residence in Missouri, as set forth on a copy of the
buyer's closing costs statement provided by Executive to the Company,
excluding points, if any, paid by Executive to the lender for the loan
to finance the purchase of such residence;
(e) Airfare for a single one-way flight from California to St.
Louis, Missouri for Executive and his spouse to relocate from Irvine,
California to Missouri; and
(f) Monthly rent for the period June 22, 1998 through October
31, 1998, for a furnished two-bedroom apartment in the vicinity of the
Company's corporate headquarters for Executive and his spouse.
The Company shall also pay to Executive the amount of any federal, state and
local taxes payable by Executive by reason of Executive's receipt of the amounts
described in this Section 7 (including, without limitation, the payment
described in this sentence).
Non-Disclosure Covenant. Executive acknowledges that: (i) during the term
hereof and as a part of his employment, Executive will be afforded access to
Confidential Information (as herein defined); (ii) disclosure of such
Confidential Information could have an adverse effect on the Company and its
business; (iii) the Company has required that Executive make the covenants in
this Section 8 as a condition to his employment with the Company; and (iv) the
provisions of this Section 8 are reasonable and necessary to prevent the
improper use or disclosure of Confidential Information. In consideration of the
compensation and benefits to be paid or provided to Executive by the Company
under this Agreement, Executive covenants as follows:
During and following his employment with the Company, Executive will hold
in confidence the Confidential Information and will not disclose it to any
non-Company person except (1) if and to the extent required by court order,
subpoena or other lawful order of a governmental authority, (2) with the
specific prior written consent of the Company or (3) except as otherwise
expressly permitted by the terms of this Agreement.
Any trade secrets of the Company will be entitled to all of the protections
and benefits of all applicable law. If any information that the Company deems to
be a trade secret is found by a court of competent jurisdiction not to be a
trade secret for purposes of this Agreement, such information will,
nevertheless, be considered Confidential Information for purposes of this
Agreement. To the extent permitted by law, Executive hereby waives any
requirement that the Company submit proof of the economic value of any trade
secret or post a bond or other security.
None of the foregoing obligations and restrictions applies to any part of
the Confidential Information and Executive demonstrates was or became generally
available to the public other than as a result of a disclosure by Executive in
violation of this Section 8.
Executive will not remove from the Company's premises (except to the extent
such removal is for purposes of the performance of Executive's duties at home or
while traveling, or except as otherwise specifically authorized by the Company)
any document, record, notebook, plan, model, component, device, or computer
software or code, whether embodied in a disk or in any other form (collectively,
the "Proprietary Items"). Executive recognizes that, as between the Company and
Executive, all of the Proprietary Items, whether or not developed by Executive,
are the exclusive property of the Company. Upon termination of this Agreement by
either party, or upon the request of the Company, Executive will return to the
Company all of the Proprietary Items in Executive's possession or subject to
Executive's control, and Executive shall not retain any copies, abstracts,
sketches, or other physical embodiment of any of the Proprietary Items.
As used herein, the term "Confidential Information" means any and all trade
secrets concerning the business and affairs of the Company, product
specifications, data, know how, formula, compositions, processes, designs,
sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
current and planned, research and development, current and plan manufacturing or
distribution methods and processes, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, computer
software and programs (including object code and source code), computer software
and data base technology, systems, structures and architectures, inventions,
discoveries, concepts, ideas, designs, methods and information, however
documented, projected sales, capital spending, budgets and plans, the names and
backgrounds of key personnel, personal training and techniques and material and
all similar information of the type that would generally be deemed proprietary
in nature.
Non-Competition and Non-Interference. Executive acknowledges that: (i) the
services to be performed by him under this Agreement are of a special, unique
and intellectual character; (ii) the Company's business is national in scope and
its products are marketed throughout the United States; (iii) the Company
competes with other businesses that are or could be located in any part of the
United States; (iv) the Company has required that Executive make the covenants
set forth in this Section 9 as a condition to Executive's employment by the
Company; and (v) the provisions of this Section 9 are reasonable and necessary
to protect the Employer's business. In consideration of the acknowledgments by
Executive, and in consideration of the compensation and benefits to be paid or
provided to Executive by the Company, Executive covenants that he will not,
directly or indirectly:
during term of his employment with the Company (the "Employment Period"),
except in the course of his employment hereunder, and during the Post-
Employment Period (defined below), engage or invest in, own, manage,
operate, finance, control, or participate in the ownership, management,
operation, financing, or control of, be employed by, associated with, or
in any manner connected with, lend Executive's name or any similar name to,
lend Executive's credit to or render services or advice to, any
business whose products or activities "compete to any significant
extent" (as hereinafter defined) in whole or in part with the products or
activities of the Employer anywhere within the United States (the phase
"compete to any significant extent" means that the products or activities
constitute or are anticipated to constitute, as of the date of termina-
tion of Executive's employment, 15% of the revenues of the Company);
provided, however, that Executive may purchase or otherwise acquire up
to (but not more than) one percent of any class of securities of any enter-
prise (but without otherwise participating in the activities of such
enterprise) if such securities are listed on any national or regional
securities exchange or have been registered under Section 12(g)
of the Securities Exchange Act of 1934;
whether for Executive's own account or for the account of any other person,
at any time during the Employment Period and the Post-Employment Period,
solicit business of the same or similar type being carried on by the
Company, from any person known by Executive to be a customer of the
Company, whether or not Executive had personal contact with such person
during and by reason of the Executive's employment with the Company.
whether for Executive's own account or the account of any other person (i)
at any time during the Employment Period and the Post-Employment Period,
solicit, employ, or otherwise engage as an employee, independent
contractor, or otherwise, any person who is or was an employee of the
Company at any time during the Employment Period or in any manner induce or
attempt to induce any employee of the Company to terminate his employment
with the Company; or (ii) at any time during the Employment Period and the
Post-Employment Period, interfere with the Employer's relationship with any
person, including any person who at any time during the Employment Period
was an employee, contractor, supplier, or customer of the Company; or
at any time during the Employment Period and the Post-Employment Period,
disparage the Company or any of its shareholders, directors, officers,
employees, or agents.
For purposes of this Section 9, the term "Post-Employment Period" means the
one year period beginning on the date of termination of Executive's employment
with the Company.
If any covenant of this Section 9 is held to be unreasonable,
arbitrary, or against public policy, such covenant will be considered to be
divisible with respect to scope, time, and geographic area, and such lesser
scope, time, or geographic area, or all of the, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary, and not against
public policy, will be effective, binding, and enforceable against the
Executive.
The period of time applicable to any covenant in this Section
9 will be extended by the duration of any violation by Executive of such
covenant.
Executive will, while the covenant under this Section 9 is in
effect, give notice to the Company, within ten days after accepting any other
employment from a person who competes to any significant extent (as defined in
Section 9(d) above), of the identity of such employer. The Company may notify
such employer that the Executive is bound by this Agreement and, at the
Company's election, furnish such employer with a copy of this Agreement or
relevant portions thereof.
General Provisions. Executive acknowledges that the injury that would be
suffered by the Company as a result of a breach of the provisions of this
Agreement (including any provision of Section 8 and 9) would be irreparable and
that an award of monetary damages to the Company for such a breach would be an
inadequate remedy. Consequently, the Company will have the right, in addition to
any other rights it may have, to obtain injunctive relief to restrain any breach
or threatened breach or otherwise to specifically enforce any provision of this
Agreement, and the Company will not be obligated to post bond or other security
in seeking such relief.
The covenants by Executive in Sections 8 and 9 are essential
elements of this Agreement, and without the Executive's agreement to comply with
such covenants, the Company would not have entered into this Agreement or
employed Executive. The Company and Executive have independently consulted their
respective counsel and have been advised in all respects concerning the
reasonableness and propriety of such covenants, with specific regard to the
nature of the business conducted by the Company.
Executive's covenants in Sections 8 and 9 are independent
covenants and the existence of any claim by Executive against the Company under
this Agreement or otherwise, will not excuse Executive's breach of any covenant
in Section 7 or 8.
If Executive's employment hereunder expires or is terminated,
this Agreement will continue in full force and effect as is necessary or
appropriate to enforce the covenants and agreements of the Executive in Sections
8 and 9.
Executive represents and warrants to the Company that the
execution and delivery by Executive of this Agreement do not, and the
performance by Executive of Executive's obligations hereunder will not, with or
without the giving of notice or the passage of time, or both: (a) violate any
judgment, writ, injunction, or order of any court, arbitrator, or governmental
agency applicable to Executive; or (b) conflict with, result in the breach of
any provisions of or the termination of, or constitute a default under, any
agreement to which Executive is a party or by which Executive is or may be
bound.
Severability. If any provision of this Agreement is held to be unenforceable for
any reason, it shall be adjusted rather than voided, if possible, to achieve the
intent of the parties to the extent possible. In any event, all other provisions
of this Agreement shall be deemed valid and enforceable to the extent possible.
Succession. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns and any such successor or assignee shall
be deemed substituted for the Company under the terms of this Agreement for all
purposes. As used herein, "successor" and "assignees" shall include any person,
firm, corporation or other business entity which at any time, whether by
purchase, merger or otherwise, directly or indirectly acquires the stock of the
Company or to which the Company assigns this Agreement by operation of law or
otherwise. The obligations and duties of Executive under this Agreement are
personal and otherwise not assignable. Executive's obligations and
representations under this Agreement will survive the termination of Executive's
employment, regardless of the manner of such termination.
Notices. Any notice or other communication provided for in this Agreement shall
be in writing and sent if to the Company at the address set forth on the
signature page hereof or at such other address as the Company may from time to
time in writing designate, and if to Executive at the address set forth on the
signature page hereof or at such address as Executive may from time to time in
writing designate. Each such notice or other communication shall be effective
(i) if given by written telecommunication, three (3) days after its transmission
to the applicable number so specified in (or pursuant to) this Section 13 and a
verification of receipt is received, (ii) if given by certified mail, once
verification of receipt is received, or (iii) if given by any other means, when
actually delivered to the addressee at such address and verification of receipt
is received.
Entire Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof and supersedes any prior
agreements, undertakings, commitments and practices relating to Executive's
employment by the Company.
Amendments. No amendment or modification of the terms of this Agreement
shall be valid unless made in writing and duly executed by both parties.
Waiver. No failure on the part of any party to exercise or delay in
exercising any right hereunder shall be deemed a waiver thereof or of any other
right, nor shall any single or partial exercise preclude any further or other
exercise of such right or any other right.
Governing Law. This Agreement, and the legal relations between the parties,
shall be governed by and construed in accordance with the laws of the State of
Missouri without regard to conflicts of law doctrines and any court action
arising out of this Agreement shall be brought in any court of competent
jurisdiction within the State of Missouri, County of St. Louis.
Counterparts. This Agreement and any amendment hereto may be executed in
one or more counterparts. All of such counterparts shall constitute one and the
same agreement and shall become effective when a copy signed by each party has
been delivered to the other party.
Headings. Section and other headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
[Signatures on next page]
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
"THE COMPANY"
Maverick Tube Corporation
a Delaware corporation
___/s/ Xxxxx X. Eisenberg__________
Xxxxx X. Xxxxxxxxx,
President and Chief Executive Officer
Maverick Tube Corporation
00000 Xxxxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: Board of DirectorS
"EXECUTIVE"
___/s/ Xxxxx X. Pearl_______________
Xxxxx X. Xxxxx
00 Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
