1
EXHIBIT 10.10
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT
This Employment and Confidentiality Agreement (the "Agreement") is made
and entered into as of January 10, 2000 (the "Effective Date") by and between
▇▇▇▇ ▇▇▇▇▇▇▇ ("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
Page 1
2
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 and Termination.
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.
Chief Financial Officer
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").
Page 2
3
2.3. Schedule.
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.
2.4. Salary.
During employment with the Company, Employee shall be paid
$12,500 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.
2.5. Bonus.
Employee shall receive a minimum annual bonus of $50,000 in
the year 2000. Employee shall also receive a signing advance of
$30,000 due and payable on January 3, 2000. Such advance is
forgiven at the commencement of employment.
2.6. Stock Options.
Employee shall have the right to purchase 50,000 shares of the
Westech's common stock for $2.00 per share. This option is vested
in accordance with Westech's option plan. In the event of the
termination of the employee without cause prior to January 10,
2001, employee would vest in one third of the 50,000 options
(16,666.67) upon termination.
Page 3
4
2.7. 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.
2.8. Benefits.
In addition to salary and stock options, 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.
2.9. 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.
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 regards as highly
confidential. In addition, Employee acknowledges and agrees that
he/she will receive special and important training in regard to
Page 4
5
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 provision are incalculable. Employee agrees
that in addition to any remedy available to the Company provided
by law, that Company will be entitled to
Page 5
6
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 inure 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 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.
Page 6
7
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 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.
Page 7
8
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/ ▇▇▇ ▇. VAN ERT
--------------------------------------
Printed name: ▇▇▇ ▇. Van Ert
----------------------------
Its: President
-------------------------------------
EMPLOYEE
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Printed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Page 8
