EMPLOYMENT AND CONFIDENTIALITY AGREEMENT
This Employment and Confidentiality Agreement (the "Agreement") is made
and entered into as of July 1, 2005 (the "Effective Date") by and between Xxxxx
Xxxx, Xx. ("Employee") and Tejas Incorporated ("Tejas") and its subsidiary,
Capital & Technology Advisors, Inc. ("C&TA). For purposes of this Agreement,
references made to "the Company" are to Tejas and its subsidiaries.
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.
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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 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. In the event that Employee is terminated for
any reason other than for Cause, Employee shall be entitled to six
(6) months severance pay at his prevailing monthly salary rate and
continuation of his benefits for such six (6) month period. For
purposes of this Agreement, "Cause" shall mean (i) material breach
by Employee of any of his obligations set forth in this Agreement,
which breach is not cured within 15 days after receipt by Employee
of notice from the Board of Directors of Company of such breach;
(ii) material breach by Employee of his fiduciary duties as an
officer of the Company, which breach is not cured within 15 days
after receipt by Employee of notice from the Board of Directors of
Company of such breach; (iii)
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conviction of a crime involving fraud, personal dishonesty or
moral turpitude (whether or not in connection with Employee's
employment); (iv) final enforcement by the Securities and Exchange
Commission ("SEC") against Employee, which includes restraining
and enjoining Employee from violating SEC rules and regulations,
prohibiting Employee from acting as an officer or director of any
issuer of securities that has a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or that is required to file reports
pursuant to Section 15(d) of the Exchange Act, and ordering
Employee to pay disgorgement and civil penalties; (v) gross
negligence by the Employee in the performance of his duties
hereunder; or (vi) the Employee's willful failure to comply with
the written corporate policies of the Company or with a lawful
direction of the Board of Directors of the Company.
2. Duties, Compensation and Benefits.
2.1. Title.
President and Chief Executive Officer of C&TA.
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 at a similar level as may be delegated to
Employee by the Board of Directors of the Company (the "Board").
Employee shall have such powers, duties and responsibilities that
are customary for an employee with the same title in the industry.
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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
$15,000 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; provided that the salary shall not be subject to
reduction below its level as of the Effective Date of this
Agreement unless consented to in writing by the Employee.
2.5. Bonus.
2.5.1 Guaranteed Bonus. Employee shall receive a guaranteed
quarterly bonus of $17,500, commencing on September 1, 2005 and to
be paid quarterly thereafter in accordance with the Company's
standard payroll practice.
2.5.2. Discretionary Bonus. Employee is also eligible for
annual bonus based upon performance and Company profitability.
This bonus shall be based upon a percentage of the revenues of
C&TA and shall be allocated by Xxxxx X. Xxxxxxxxxx, Xx., Vice
Chairman of the Company, in his discretion, to the employees
of C&TA, including the Employee.
If Employee is terminated or terminates his/her employment,
he/she shall not be entitled to any additional bonus.
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2.6. 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.
2.7. Benefits.
In addition to salary, bonuses, commissions and stock options,
Employee shall be entitled to participate in any Employee benefit
program established from time to time for employees of the Company
and made generally available by the Company to its executives as
determined by eligibility requirements established by the Company
or such employee benefit programs.
2.8. 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
the performance of the business activities.
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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 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.
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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.
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
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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.
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.
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In witness whereof the parties hereto have executed this Employment
Agreement as of the date first written above.
TEJAS INCORPORATED
By:_________________________________
Printed Name:_______________________
Its:________________________________
CAPITAL & TECHNOLOGY ADVISORS, INC.
By:_________________________________
Printed Name:_______________________
Its:________________________________
EMPLOYEE
____________________________________
Printed Name:_______________________
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