1
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into this 21st day of April 1999
by and between AMERICAN ENERGY SERVICES, INC. a corporation, ("Company"); and
XXXXXX X. LOVE ("Employee"). In consideration of the mutual promises and
covenants contained herein Company and Employee agree as follows:
SCOPE, NATURE, AND DUTIES OF EMPLOYMENT
Company hereby employs Employee, and Employee accepts such employment, to render
CFO services to Company ("Services"). The Services may be described in more
detail on the attached Exhibit A. Company shall have the power to determine the
specific duties to be performed by Employee, and the means and the manner by
which those duties shall be performed. The power to supervise the duties to be
performed, the manner of performing such duties, and the terms for performance
of such duties shall be exercised by Company. Hours of employment shall be
determined by Company within the reasonable standards within the profession.
EMPLOYEE'S RESPONSIBILITIES
Employee will:
(A) Use Employee's best efforts to perform the Services;
(B) Devote Employee's full working time and attention to the
services Employee provides to Company. During the term of this
Agreement, Employee shall not, without the written consent of
Company, directly or indirectly render services of a
professional nature to or for any person or firm for
compensation, or engage in any practice that competes in
Company's interest.
TERM
The term of this Agreement shall begin on the below-stated effective date and
shall continue until terminated as provided by this Agreement.
COMPENSATION
BASIS SALARY For all services rendered by Employee under this
Agreement, Company will pay Employee basic salary of SEVENTY-FIVE
THOUSAND DOLLARS and NO CENTS ($75,000) per year, payable weekly
beginning on the effective date of this Agreement. The basic salary may
be changed by mutual agreement of the parties at any time.
FRINGE BENEFITS As further consideration for the performance by
Employee under and pursuant to this Agreement, Company shall, within a
reasonable time after the effective date of this Agreement, provide for
Employee the following further benefits and any additional benefits
that may from time to time be made available by Company to employees
employed by Company. In addition, Xxxxxx X. Love will be granted
options on 40,000 shares of AES common stock to be vested each year by
grant of 8,000 shares at an option price if $1.00 per share.
2
OFFICE FACILITIES
Company shall operate and maintain facilities, and shall provide at its expense,
equipment and supplies, suitable to Employee's position and adequate for the
performance of Employee's duties under and pursuant to this Agreement.
FEES
All fees and compensation received or realized by Company as a result of the
rendition of professional services by Employee under and pursuant to this
Agreement shall belong and be paid and delivered to Company.
VACATION
Employee shall be entitled to be paid annual vacation of one week during the
first year and two weeks each year during the continuance of this Agreement.
Without Company's consent, vacation time may not be accumulated, but must be
taken in the year earned. Employee's vacation will be scheduled at those times
most convenient to Company's business as determined by its Board of Directors.
In addition, Employee shall be allowed FIVE (5) days each year to attend
professional meetings or seminars, provided, that attendance at such meetings or
seminars shall be planned for minimum interference in the business of employer.
TERMINATION
This Agreement shall be terminated immediately:
(A) If Employee breaches any of Employee's agreements,
obligations, representations, or warranties herein.
(B) If Employee dies.
(C) If Employee fails, is unable to, or refuses to faithfully or
diligently perform the duties required under and pursuant to
this Agreement.
Company may terminate this Agreement at will upon THIRTY (30) days written
notice to Employee.
Upon termination, the salary due Employee shall be full compensation in payment
for all Employee's claims under this Agreement.
CONFIDENTIAL INFORMATION
Employee agrees to hold all Confidential Information in trust and strict
confidence for Company and its clients, without disclosing such Confidential
Information to any third parties. Confidential Information includes, but is not
limited to: any information that deals with or relates to Company or Company's
clients' past, present, or future business processes or plans; ideas, know-how,
specifications, customer lists, marketing plans, procedures, and software
programs; and financial or other trade secret information.
Confidential Information will not include that information defined as
Confidential Information above which entered the public domain without
Employee's breach of any obligation to Company or Company's clients; became
known to Employee prior to Company or Company's clients disclosure of such
information to Employee; became known to Employee from a source other than
Company or Company's clients, other than by breach of an obligation of
confidentiality; or was independently developed by Employee without reference to
Confidential Information.
Employee may disclose Confidential information as required by governmental or
judicial order, provided Employee give Company prompt notice of such order and
complies with any protective order ( or equivalent) imposed on such disclosure.
Employee may not disclose any Confidential Information to third parties for
three (3) years following the date of its disclosure by Company or Company's
clients to Employee, except to Company consultants, if any, as provided below.
Employee may only use the Confidential Information in connection with Employee's
performance of the Services.
3
Employee will take reasonable security precautions, at least as great as the
precautions Employee takes to protect Employee's own Confidential Information,
to protect the Company's Confidential Information. Employee may disclose
Confidential Information only to Employee consultants, if any, on a need-to-know
bases. Employee will execute appropriate written agreements with Employee's
consultants and employees, if any, sufficient to enable Employee to comply with
all the provisions of this Agreement. Employee will return all originals,
copies, reproductions, and summaries of Confidential Information at Company's or
Company's clients' request or, at Company's option, certify the destruction of
the same.
These obligations are supplementary to and in addition to any obligations
Employee may have assumed to Company by executing a Nondisclosure Agreement with
Company.
Employee acknowledges that monetary damages may not be a sufficient remedy for
unauthorized disclosure or use of Confidential Information, and the Company
and/or Company's clients will be entitled, without waiving any other rights or
remedies, to such relief as may be deemed proper by a court of competent
jurisdiction. Employee hereby waives the claim that Company or Company's clients
have an adequate remedy at law or in damages with respect to any action
involving unauthorized disclosure or use of Confidential Information.
REPRESENTATIONS AND WARRANTIES
Company represents and warrants that it is a business, duly licensed and in good
standing under the laws of the State of Texas, and has all the requisite power
and authority to execute and perform all of its obligations under this
Agreement.
Employee represents and warrants that:
(A) Employee has the full power and authority to enter into this
Agreement.
(B) Employee's performance of the Services for Company will not
violate any agreement with a prior employer, or with another
person or firm.
(C) Employee is not subject to any existing confidentiality
agreement or obligation that has not been fully disclosed to
Company.
(D) In performing the services for Company, Employee will not use
or infringe, or cause Company or Company's clients to use or
infringe, any patent, copyright, trademark, trade secret, or
other proprietary right belonging to any third part, unless
Employee obtains in writing all the necessary waivers and
releases for such use.
INDEMNIFICATION
Employee agrees that Employee will indemnify and defend Company and Company's
clients against any liability, claim, and expense (including reasonable
attorney's fees) arising out of any act or omission on Employee's part in
carrying out Employee's activities under this Agreement or any breach of the
representations and warranties contained in this Agreement.
MISCELLANEOUS PROVISIONS
This Agreement supersedes any and all oral or written communications between
Employee and Company regarding the subject matter of this Agreement, except any
nondisclosure agreement between Employee and Company, and contains the entire
agreement for these Services. Company may, from time to time, require changes in
the Services, provided such changes are mutually agreed upon by Company and
Employee and are incorporated by written amendments referencing or incorporating
this Agreement.
In any litigation arising out of this Agreement, the prevailing party will be
entitled to recover all reasonable attorney's fees and expenses of litigation,
including fees and appeal or petition for review. Venue in any legal action will
exist exclusively in state or federal courts in Houston, Texas. The
unenforceability, invalidity, illegality, or termination of any
4
provision of this Agreement will not render any other provision of this
Agreement unenforceable, invalid, or illegal, or terminate this Agreement or
other rights or obligations of Company or Employee. This agreement will be
governed by the laws of the State of Texas and applicable United States Federal
Law.
This agreement is executed as of the date indicated below (April 21, 1999).
This Agreement creates personal rights, and may not be transferred or assigned
without the express prior written consent of the other party; except that
Company may transfer its rights and delegate its obligations to any corporate
successor of Company. AES agrees to purchase liability insurance for corporate
personnel such as CFO, CEO, etc. to offset any possible legal exposure, coming
from execution of duties; within 90 dys of the signing of this agreement.
In addition, Employee is eligible to provided with bonuses or other compensation
as approved by the Board of Directors. Company will provide Employee with the
cost of tollway costs (EZ Tag), CPA review courses and exams, cellular phone for
business purposes, and other expense as mutually agreed upon between Employee
and Company.
IN WITNESS WHEREOF, the parties have executed this agreement on this 21st day of
April 1999.
Employer:
/S/ XXX X. XXXXXXX, PRESIDENT for AMERICAN ENERGY SERVICES, INC.
Employee:
/S/ XXXXXX X. LOVE
DESCRIPTION OF SERVICES
Overall financial, accounting and MIS management, strategic planning, banking
relations, budget management, cost accounting and financial reporting.
