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EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made effective as of May 1, 2000 between W-H
ENERGY SERVICES, INC., a Texas corporation (hereinafter called the "Company" or
"W-H") and Xxxxxxx X. Xxxxxx, III (hereinafter called the "Employee").
WHEREAS, the parties hereto desire to enter into a contract to provide for
the employment of Employee by the Company;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. The Company hereby employs the Employee and the Employee hereby agrees
to serve the Company as Vice President of W-H Energy Services, Inc. or
in such other capacity as may be mutually agreed. Employee agrees to
devote his full time, energy and ability to the Company and its
subsidiaries, except for incidental attention to the management of his
personal affairs.
2. The employment of the Employee shall continue from the date hereof for
a period ending in three (3) years and shall be automatically renewed
for an additional three (3) year term expiring on April 30, 2006,
unless the Company notifies Employee in writing on or before March 1,
2003 of the Company's election not to renew this Employment Agreement
or Employee notifies the Company in writing on or before March 1, 2003
of Employee's election not to renew this Employment Agreement.
3. The Company shall pay to the Employee during the term of his
employment, a salary at the annual rate of $250,000 payable in
accordance with the Company's usual payroll practices plus an
automobile or automobile allowance. Employee shall be entitled to
receive incentive compensation up to a maximum of 100% of his base
compensation each year, as shall be determined by the W-H Compensation
Committee. W-H shall furnish Employee with all the fringe benefits made
available by W-H to the executive officers of W-H and its subsidiaries,
recognizing that such fringe benefits may be changed from time to time.
Employee's salary will be reviewed every two years by the W-H
Compensation Committee for possible increases based on Employee's
performance.
4. In the event of Employee's death or permanent disability, which
disability in the opinion of a physician selected by the Company
renders him totally incapable of performing the services contemplated
under his Employment Agreement, while in the employ of the Company, in
addition to the other provisions of this Employment Agreement, the
Company shall pay to Employee or the Estate of Employee, as the case
may be, the base compensation which would otherwise be payable to
Employee hereunder for a period of six (6) months after such permanent
disability or death occurs. The Employee is entitled to obtain a second
opinion, at the Company's cost, regarding his disability. If the
physician chosen by the Employee disagrees with the Company physician,
the Parties will obtain the opinion of a physician mutually agreeable
to the first two physicians, whose opinion will decide whether the
Employee is totally disabled and unable to perform under this
Agreement.
5. In the event Employee voluntarily terminates his employment hereunder,
Employee shall be entitled to receive only his salary to the date of
such termination and shall not be entitled to receive any incentive
compensation he might otherwise have been entitled to receive
hereunder.
6. Except as provided in paragraph 7 hereunder, in the event Employee's
employment is terminated by the Company, Employee shall be entitled to
receive his salary for two (2) years, however, Employee shall not be
entitled to receive any incentive compensation he might otherwise have
been entitled to receive hereunder.
7. The Company shall deem any of the following events as cause for the
termination of this Employment Agreement:
(a) Proven dishonesty by Employee or misappropriation of funds or
property of the Company by Employee;
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(b) Willful breach by Employee of his duties hereunder; or
(c) Conduct on the part of Employee which would be materially adverse
to the interest of the Company.
In the event of termination of Employee's employment hereunder for
cause, Employee shall be entitled to receive only his salary to the
date of such termination and shall not be entitled to receive any
incentive compensation he might otherwise have been entitled to receive
hereunder.
8. The Employee shall not at any time hereafter divulge or disclose to any
person, firm or company, or make use of any confidential or other
information which constitutes special or exclusive knowledge connected
with the business or operations of the Company or with any of its
dealings, transactions or affairs and which he may acquire during the
period of this Employment Agreement.
9. During the term of this Employment Agreement, Employee shall be
entitled to reimbursement of all reasonable out-of-pocket expenses
incurred on behalf of the Company by reason of his employment and to
participate in the same employee benefits as all other employees of the
Company, consistent with past practices.
10. The Employee will not, during the term of this Agreement and for a
period of one (1) year after his voluntary termination of this
Agreement, engage, directly or indirectly, in any type of business in
which W-H or any of its subsidiaries is actively engaged in the state
of Texas and Louisiana, or in owning, managing, operating, controlling
or being employed by or participating in the management, ownership,
operation or control of, or be connected in any manner with, any
business in the states of Texas and Louisiana of the type and character
engaged in by W-H or any of its subsidiaries, except that Employee may
hold up to 2% of the outstanding shares of any publicly held company
engaged in such competitive activities.
11. The rights and benefits of the Employee under this Employment Agreement
may not be assigned by the Employee.
12. This Employment Agreement shall be deemed to have been executed in,
governed by and construed in accordance with the laws of the State of
Texas.
13. If any term, provision, covenant, or restriction of this agreement is
held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.
14. This Employment Agreement supersedes the Amended Employment agreement
originally dated June 14, 1994 and amended on September 30, 1996, which
is hereby terminated.
WITNESS THE EXECUTION HEREOF, effective as of the date herein before
indicated.
W-H ENERGY SERVICES, INC.
By:
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Xxxxxxx X. Xxxxx, Xx., Chairman
By:
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Xxxxxxx X. Xxxxxx, III
