EXHIBIT 10.2
EMPLOYMENT AGREEMENT
(XXXXXX XXXXXXX)
This Employment Agreement (this "AGREEMENT") is entered into by and
between ABRAXAS GROUP, INC., a Delaware corporation ("EMPLOYER"), and XXXXXX
XXXXXXX, an individual residing at 000 X. Xxxxxxxxx ("EMPLOYEE"). CORNELL
CORRECTIONS, INC. ("CORNELL") has joined this Agreement for purposes of
paragraph 9. below.
1. EMPLOYMENT; INITIAL TERM. Employee agrees to be employed by Employer,
and Employer agrees to employ Employee, to serve as President of Employer and to
perform by and on behalf of Employer such services relating to Employer's
juvenile correction operations (i) as are typical of a president or an employee
in a substantially similar position, and (ii) as may be requested by the Chief
Executive Officer of Employer or the board of directors of Cornell from time to
time. This Agreement will commence on the date hereof. During the period from
the date of this Agreement until September 9, 2000 (the "INITIAL TERM"),
Employee's employment hereunder may not be voluntarily terminated by Employer or
Employee; provided, however, that Employer can terminate Employee for cause at
any time, if any of the following events has occurred:
(a) Employee willfully and continually, without proper legal cause,
has failed or refused to use her best efforts to follow the directions of
the Chief Executive Officer or the board of directors of Cornell;
(b) Employee has been convicted of, or has pleaded guilty or nolo
contendere to a charge that she committed, a felony;
(c) Employee has perpetrated a fraud against, or theft of property
of, the Employer or any affiliate of Employer;
(d) As a result of her negligence or willful misconduct, Employee
has violated any applicable federal or state law or regulation and, as a
result of such violation, has become, or has caused Employer to become,
the subject of any legal action or administrative proceeding or a
suspension of any right or privilege, which action, proceeding or
suspension could have a material adverse effect on the condition or
operations of Employer. In the event Employer makes a determination that
Employee has violated any applicable federal or state law or regulation
and provides written notification to such effect to Employee and Employee
objects in writing to such determination within 10 business days of being
notified by Employer, such determination shall be submitted to binding
arbitration on an expedited basis which shall be binding on all parties.
The losing party in such arbitration shall bear all costs of arbitration,
except attorneys fees shall be the obligation of each party separately.
(e) as a result of her negligence or willful misconduct, Employee
has committed any act that causes, or shall knowingly or recklessly fail
to take reasonable and appropriate action to prevent, any material adverse
effect to the financial condition or business reputation of Employer;
(f) Employee has violated any of the provisions of this Agreement or
the Covenant Not to Compete Agreement with Employer dated of even date
herewith; or
(g) Employee dies or becomes physically or mentally unable to
perform her duties hereunder at any time.
1
At any time after the Initial Term, Employee's employment hereunder may be
voluntarily terminated by Employee or Employer upon 30 days prior written notice
by either party to the other, without the payment of severance pay of any kind.
2. COMPENSATION. Commencing on the date hereof and hereafter during
Employee's employment hereunder, Employer shall pay to Employee the compensation
specified on EXHIBIT A hereto, which is hereby incorporated herein by reference.
Employer shall also reimburse Employee for all authorized expenses incurred or
paid by Employee in connection with the performance of Employee's services under
this Agreement upon presentation of expense statements or vouchers and such
other supporting information as Employer may from time to time require or
request.
3. PERFORMANCE. Employee shall devote her entire business efforts to the
performance of her duties hereunder; provided, however, that Employee may engage
in personal investment and charitable activities so long as they do not
interfere with the performance of her duties hereunder. Employee hereby warrants
and represents that her employment, and the performance of her duties as
required by this Agreement, do not violate any agreements or relationships
existing between Employee and any other person.
4. INVENTIONS, DESIGNS AND PRODUCT DEVELOPMENTS. All inventions,
innovations, designs, ideas and product developments, developed or conceived by
Employee, solely or jointly with others, whether or not patentable or
copyrightable, at any time during Employee's employment by Employer or during
her employment by the Abraxas Group of companies prior to the commencement of
the Initial Term and that relate to the business activities of Employer or its
affiliates (collectively, the "DEVELOPMENTS") and all of Employee's right, title
and interest therein, shall be the exclusive property of Employer. The Employee
hereby assigns, transfers and conveys to the Employer all of her right, title
and interest in and to any and all such Developments. At any time and from time
to time, upon the request of Employer, Employee shall execute and deliver to
Employer any and all instruments, documents and papers, give evidence and do any
and all other acts that, in the opinion of counsel for Employer, are or may be
necessary or desirable to document such transfer or to enable Employer to file
and prosecute applications for and to acquire, maintain and enforce any and all
patents, trademark registrations or copyrights under United States or foreign
law with respect to any such Developments or to obtain any extension,
validation, reissue, continuance or renewal of any such patent, trademark or
copyright.
5. ASSIGNMENTS. The rights and obligations under this Agreement of
Employer and Employee may not be assigned, except that Employer may, at its
option, assign one or more of its rights or obligations under this Agreement to
any of its subsidiaries or affiliates, or in connection with a transfer of all
or substantially all of the assets or stock of Employer or a merger or
consolidation of Employer with and into another corporation or other entity;
provided, however, any such assignment shall not relieve Employer of its
obligations hereunder.
6. NOTICES. All notices required to be given under this Agreement shall be
in writing and shall be deemed to have been given when personally delivered or
when mailed by registered or certified mail, postage pre-paid, return receipt
requested, or when sent by Federal Express or other overnight delivery service
addressed (i) in the case of the Employer, to the Employer at its principal
executive offices, to the attention of the Chairman, and (ii) in the case of the
Employee, to the Employee at the Employee's residential address on the records
of the Employer at that time.
2
7. REMEDIES; GOVERNING LAW. Employee and Employer acknowledge that damages
are inadequate remedy at law for the breach of the terms hereof and,
accordingly, Employer is hereby granted and shall have the right of injunction
(any requirements for posting of bonds for injunction are hereby expressly
waived) and such other and further relief, both in law and in equity, as
Employer may be entitled to receive under the laws of the State of Texas, in the
event Employee breaches or threatens to breach any of the covenants or
agreements contained herein. In the event any provisions hereof shall be
modified or held ineffective by any Court in any respect, such adjudication
shall not invalidate or render ineffective the balance of the provisions hereof,
and the provisions hereof shall be enforced to the maximum extent allowed by
law. This Agreement shall be governed by the laws of the State of Texas.
8. MISCELLANEOUS. The parties hereto have read the terms and conditions of
this Agreement before signing the same, and hereby agree that no statement,
agreement or understanding, whether oral or written, not contained herein will
be recognized or enforced. This Agreement may not be amended except by a written
agreement executed by Employer or Employee which makes specific reference to
this Agreement.
9. CORNELL GUARANTY. Cornell hereby guarantees the performance of
Employer's obligations under this Agreement.
IN WITNESS WHEREOF, the undersigned have set their hands this 9th day of
September, 1997.
ABRAXAS GROUP, INC.,
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: Secretary and Treasurer
"Employer"
/s/ XXXXXX XXXXXXX
Xxxxxx Xxxxxxx
"Employee"
CORNELL CORRECTIONS, INC.
By: /s/ XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer,
Secretary and Treasurer
3
EXHIBIT A
(1) Employer shall pay to Employee a salary of $125,000 per annum, payable in
accordance with Employer's customary payroll practices which amount shall
be subject to annual review and salary increases if deemed appropriate by
Employer.
(2) Employee shall participate in all retirement plans and group health,
accident and life insurance plans sponsored by Employer on the same terms
that Employer provides such benefits to its executive officers generally.
Employer agrees to allow Employee four weeks paid vacation at such time as
is mutually satisfactory between Employer and Employee.
(3) Employer shall grant an option to purchase 10,000 shares of the common
stock of Cornell Corrections, Inc., having an exercise price equal to 50%
of the fair market value of Cornell Corrections, Inc. common stock on the
date hereof.
