EXHIBIT 10.14
EMPLOYMENT CONTRACT
By this Employment contract (the "Contract"), CROSS-CONTINENT AUTO
RETAILERS, INC. ("Employer"), a Delaware corporation, located at 0000 X. Xxxxxx,
Xxxxxxxx, Xxxxx, employs XXXXX X. XXXXXX ("Employee"), whose mailing address is
0000 Xxxxx Xxxxx, Xxxxx, Xxxxx 00000, who accepts employment on the following
terms and conditions:
ARTICLE 1
TERM OF EMPLOYMENT
1.1 By this Contract, Employer employs Employee and Employee accepts
employment with Employer for a period of three (3) years, beginning on April 1,
1997, or such earlier date as may be mutually agreed to by the parties in
writing.
ARTICLE 2
COMPENSATION
2.1 BASIC COMPENSATION. As compensation for all services rendered
under this Contract, Employee shall be paid by Employer a salary of not less
than $235,000.00 per year for each of the three years of this Contract PLUS such
increases as are consistent with the executive salary administration plan(s) of
Employer.
2.2 ADDITIONAL COMPENSATION. In addition to the Basic Compensation,
Employee shall receive:
(A) Par Value Stock Options. Employer grants Employee the right and option
to purchase from the Employer all or any part of an aggregate of
25,000 shares of non-qualified, common stock, priced at par value of
$0.01 per share, exercised proportionately over an 8-year period, as
defined in "Employee's Stock Option Agreement" (herein so called) in
the form attached hereto and incorporated herein by reference for all
purposes as Exhibit "A", which options are herein collectively
referred to as the "Par Value Stock Option".
(B) Fair Market Value Stock Options. Employer grants Employee the right
and option to purchase from the Employer all or any part of an
aggregate of an additional 25,000 shares of non-qualified, common
stock, priced at the fair market value [as defined in Employer's
Amended and Restated 1996 Stock Option Plan, a duplicate copy of which
is attached as Exhibit "B" and incorporated herein by reference for
all purposes and hereinafter referred to as the "Plan"], exercised
proportionately over a 5-year period, as defined in the Employee's
Stock Option Agreement, which options are herein collectively referred
to as the "Fair Market Value Stock Option."
"Market Value Stock Option."
The Par Value Stock Option, Fair Market Value Stock Option, and the Employee's
Stock Option Agreement shall each be ratified and adopted by the "Administrator"
(as such term is defined in the Plan) and by the Board of Directors of Employer,
if such Board of Directors is not one and the same as the Administrator, all
within ten ( 10) calendar days from the date of execution of this Contract, with
a duplicate copy of such ratification(s) being attached as "Exhibit C" to this
Contract. The provisions of the Employee's Stock Option Agreement shall govern
with respect to the Par Value Stock Option and the Fair Market Value Stock
Option unless in direct conflict with this Contract.
ARTICLE 3
DUTIES OF EMPLOYEE
3.1 DUTIES. Employee is employed as Chief Financial Officer and
appointed to the Board of Directors of Employer, and shall thereafter stand for
election as a Director of Cross-Continent Auto Retailers, Inc. at the first
annual meeting hereafter held of the shareholders of Employer. The office of
Employee shall be located at 0000 X. Xxxxxx, Xxxxxxxx, Xxxxx.
3.2. Extent of Services. Employee shall devote his entire productive
time, ability, attention, and general energies to the business of Employer SAVE
AND EXCEPT for the nominal and ordinary administrative chores associated with
the personal investments of Employee and as otherwise consented to in writing by
Employer. During the term of the Contract, Employee shall not, directly or
indirectly, render any services of a business, commercial, or professional
nature to any other person or organization, whether or not for compensation,
without the prior written consent of Employer. The exclusive remedy of Employer
for Employee's reach of this section 3.2 shall be immediate discharge for cause.
ARTICLE 4
EMPLOYEE'S OBLIGATIONS OTHER THAN TO
PERFORM SERVICES
4.1 QUALIFICATION FOR SURETY BOND. Employee agrees to furnish all
information and take any other steps necessary to enable Employer to obtain a
fidelity bond conditioned on the rendering of a true account by Employee of all
money, goods, or other property that may come into the custody, charge, or
possession of Employee during the term of employment. All premiums on the surety
bond are to be paid by Employer. Failure by the Employee to qualify for such
bond shall constitute good cause for termination of the services of Employee
under this Contract.
ARTICLE 5
EMPLOYEE BENEFITS
5.1 HEALTH BENEFITS. Employer agrees to include Employee in the
existing and any hereafter adopted hospital, surgical, and medical benefit
plan(s) of Employer, and thereby provide coverage of Employee, the spouse of
Employee and the dependents of Employee. During any unwaived waiting period
pertaining to Employee, his spouse or dependents under any such plan, Employer
shall pay one-half of the cost of any available COBRA coverage of Employee, his
spouse and his dependents.
5.2 Health Insurance. Employee shall be reimbursed for fifty percent
(50%) of the health insurance premiums charged under any such hospital, surgical
or medical benefit plan(s) for coverage of Employee, the spouse of Employee and
the dependents of Employee thereby.
5.3 Retirement Benefits. Employee shall be eligible to participate in
all retirement plan(s) of Employer as such plan(s) now exists and all subsequent
plans and supplements thereto benefitting one or more members of the executive
class of Employer.
5.4 Living And Relocation Allowance. Employer agrees to reimburse
Employee for:
(A) Such loss, if any, as Employee suffers in the sale of the current
home of Employee up to, but not in excess of Fifteen Thousand
($15,000.00) Dollars, such a loss being deemed to have been
incurred to the extent the net sale proceeds derived by Employee
is less than the cost (including the improvements) of such home
and the incidental repair costs of preparing such home for sale;
plus,
(B) The expenses of Employee incurred prior to December 31, 1997, for:
i) Crating and moving of belongings from Dallas, Texas, to
Amarillo, Texas;
ii) Temporary living arrangements for Employee and his family
while procuring a home in Amarillo, Texas;
iii) The cost of travel for Employee, his spouse and his
dependents between Dallas and Amarillo, Texas; and
iv) Reasonable legal fees concerning this Contract.
Contract.
All such reimbursement to be made promptly upon submission by Employee to
Employer of reasonable documentation and itemized account therefor.
5.5 EXECUTIVE AUTOMOBILE. Employer agrees to provide Employee with a
car allowance commensurate with such allowance as is paid or available to other
executives of Employer, or, in the alternative, furnish Employee at the cost of
Employer with an automobile of Employee's choice.
5.6 COUNTRY CLUB. Employer agrees to pay Employee's annual dues to the
Amarillo Country Club.
ARTICLE 6
REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEE
6.1 BUSINESS EXPENSES. Employee is authorized to incur reasonable
business expenses for promoting the business of Employer, including expenditures
for business entertainment and travel. Employer shall reimburse Employee for all
such reasonable expenses upon Employee's monthly presentation of an itemized
account of the expenditures.
ARTICLE 7
PROPERTY RIGHTS OF PARTIES
7.1 TRADE SECRETS. During the term of employment, Employee will have
access to and become familiar with various trade secrets, consisting of
formulas, and compilations of information, records, and specifications owned by
Employer and regularly used in the operation of the business of Employer.
Employee must not disclose any such trade secrets, directly or indirectly, nor
use them in any way, either during the term of this Contract or at any time
thereafter, except as required in the course of his employment. All files,
records, documents, drawings, specifications, equipment, and similar items
relating to the business of Employer, whether or not prepared by Employee, will
remain the exclusive property of Employer and, except in the ordinary course of
performing services for Employer or as other wise directed or expressly
consented to by Employer, shall not be removed from the premises of Employer
without the prior written consent of Employer.
7.2 Return of Employer's Property. On the termination of employment or
whenever requested by Employer, Employee must immediately deliver to Employer
all property in Employee's possession or under Employee's control belonging to
Employer in good condition, ordinary wear and tear excepted.
ARTICLE 8
OBLIGATION OF EMPLOYER
8.1 INDEMNIFICATION OF LOSSES OF EMPLOYEE. Employer shall indemnify
Employee for all losses sustained by Employee as direct result of the discharge
of his duties required by this Contract, except for losses caused by Employee's
gross negligence or willful misconduct.
8.2 Working Conditions. Employer will provide-Employee with an office
and clerical services, and any other facilities and services as are suitable to
the Employee's position or required for the performance of his duties.
ARTICLE 9
TERMINATION
9.1 TERMINATION BY EMPLOYER. In the event of fraud, insubordination,
theft, or acts of moral turpitude, Employer has the right to terminate Employee
immediately. The termination shall not prejudice any remedy that Employer may
have at law or in equity. In the event that Employee is terminated for cause as
provided in this paragraph 9. l, Employee will be entitled to no further
compensation after the date of termination.
9.2 Effect of Termination Without Cause on Compensation. In the event
of the termination of this Contract, without cause, prior to the completion of
the term of employment specified in Article 1, Employee will be entitled to all
the compensation (and Additional Compensation and options) Employee should have
received had he completed the terms of this Contract as provided for in Article
2 of this Contract, and the Employee shall for such remaining time period also
receive all the Employee Benefits provided for in Article 5. During such
remaining time period, Employee shall be deemed an independent contractor of
Employer for purposes of the Employee's Stock Option Agreement and the Plans.
ARTICLE 10
GENERAL PROVISIONS
10.1 NOTICES. All notices or other communications required under this
Contract may be effected either by personal delivery in writing or by certified
mail, return receipt requested. Notice shall be deemed to have been given when
delivered or three days after having been mailed postage prepaid to the parties
at their
respective addresses as set forth above or when mailed to the last address
provided in writing to the other party by the addressee. Employer and Employee
shall have the right from time to time to change their respective addresses by
not less than ten (10) days prior written notice to the other party.
10.2 ENTIRETY AGREEMENT. This Contract and the Exhibits hereto
attached supersede all other agreements, either oral or in writing, between the
parties to this Contract with respect to the employment of Employee by Employer.
This Contract and such Exhibits contain the entire understanding of the parties
and all of the covenants and agreements between the parties with respect to the
employment of Employee by Employer.
10.3 GOVERNING LAW. The construction, enforcement, interpretation, and
validity of this Contract shall be governed by the laws of the State of Texas.
Executed on this ____ day of _______________________, 1997.
EMPLOYER: CROSS-CONTINENT AUTO RETAILERS, INC.
BY: _____________________________________
XXXX XXXXXXXXX,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
EMPLOYEE: _____________________________________
XXXXX X. XXXXXX
