EMPLOYMENT CONTRACT
THIS AGREEMENT made and entered into this 1st day of July, 2000, by and
between Chemical & Equipment Specialties, Inc., an Oklahoma corporation,
hereinafter referred to as "CORPORATION", and Glenn Penny, hereinafter referred
to as "EMPLOYEE".
W I T N E S S E T H:
WHEREAS, CORPORATION desires to employ EMPLOYEE upon the terms and
conditions hereinafter set forth, and EMPLOYEE desires to accept such
employment.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. EMPLOYMENT. CORPORATION hereby employs EMPLOYEE and EMPLOYEE hereby accepts
employment by CORPORATION, upon all of the terms and conditions as are
hereinafter set forth.
2. DUTIES. CORPORATION hereby employs EMPLOYEE as President, his duties
and powers in that capacity to be determined by the board of directors of
CORPORATION. EMPLOYEE shall further perform such other duties as may be assigned
to him from time to time by the board of directors of CORPORATION. During the
term of this agreement, EMPLOYEE shall also serve without additional
compensation in such other offices of the CORPORATION to which he may be elected
or appointed by the board of directors of CORPORATION.
3. TERM. Unless hereafter extended by mutual agreement of the parties,
the term of employment under this agreement shall be for a period of three (3)
years commencing July 1, 2000, and terminating June 30, 2003, subject, however,
to an earlier termination during said period as provided hereinafter. The
contract is extendable for one year on the expiration date and each anniversary
thereafter.
4. COMPENSATION. CORPORATION shall pay EMPLOYEE for all services rendered a
salary of One Hundred Thousand Dollars ($100,000.00) per year, payable in equal
bi-weekly installments. Salary payments shall be subject to withholding and
other applicable taxes.
5. EXTENT OF SERVICES. EMPLOYEE shall devote his time and attention to
the business of CORPORATION. During the term of this agreement, EMPLOYEE shall
not engage in any other conflicting business activity, regardless of whether it
is pursued for gain or profit, without the prior consent of CORPORATION.
EMPLOYEE, however, may invest his assets in other companies, so long as they do
not require the services of EMPLOYEE in the operation of their affairs.
6. WORKING FACILITIES. CORPORATION shall provide EMPLOYEE with such facilities
and secretarial or technical help as may be suitable to his position and
adequate for the performance of his duties.
7. DISCLOSURE OF INFORMATION. EMPLOYEE acknowledges that certain information of
CORPORATION, e.g. customer lists, drawings, designs, bid documents, formulations
and computer programs ("Confidential Information"), all as CORPORATION may
determine from time to time, is valuable, special and confidential information
of the business of CORPORATION. EMPLOYEE shall not, during and after the term of
his employment, disclose all or any part of the Confidential Information to any
person, firm, corporation, association, or other entity for any reason or
purpose. In the event of the EMPLOYEE's breach or threatened breach of this
paragraph, CORPORATION shall be entitled to a preliminary restraining order and
an injunction restraining and enjoining the EMPLOYEE from disclosing all or any
part of the Confidential Information and from rendering any services to any
person, firm, corporation, association, or other entity to whom all or any part
of such Confidential Information has been or is threatened to be disclosed. In
addition to or in lieu of the above, CORPORATION may pursue all other remedies
available to CORPORATION or for such breach or threatened breach, including the
recovery of damages from the EMPLOYEE.
8. VACATION. EMPLOYEE shall be entitled to 4 weeks vacation (20 days), during
which time his compensation shall be paid in full.
9. SICKNESS. EMPLOYEE shall be entitled to a number of working days of leave
each year during the term of this agreement as defined in the employee policy
manual because of the sickness, accident, and/or disability of EMPLOYEE or any
member of his immediate family without any adjustment in salary. Unused sick
leave during any year may not be accumulated and may not be used for additional
vacation.
10. DISABILITY. If the EMPLOYEE is unable to perform his services by reason of
illness or incapacity for a period of more than two consecutive weeks, the
compensation thereafter payable to him during the continued period of such
illness or incapacity shall be as outlined in the employee policy manual.
11. EXPENSES. During the term of this agreement, CORPORATION shall reimburse
EMPLOYEE for the reasonable expenses incurred by EMPLOYEE for the benefit of
CORPORATION, all in accordance with the general policy or policies of
CORPORATION as adopted by the board of directors of CORPORATION from time to
time. CORPORATION shall reimburse the EMPLOYEE for all such expenses upon the
periodic presentation by EMPLOYEE of an itemized account of such expenditures.
12. AUTHORITY TO BIND CORPORATION. EMPLOYEE shall have authority to enter into
any contracts binding upon CORPORATION, and to create any obligations on the
part of CORPORATION, as shall be specifically authorized by the board of
directors of CORPORATION.
13. TERMINATION WITHOUT CAUSE.CORPORATION may, without cause, terminate this
agreement at any time by giving sixty (60) days' written notice to the EMPLOYEE.
In that event, EMPLOYEE, if requested by CORPORATION, shall continue to render
his services, and shall be paid his regular compensation up to the date of
termination. In addition, EMPLOYEE shall be paid on the date of termination a
severance allowance equal to the pay for the remaining time of the contract
(less all amounts required to be withheld and deducted). EMPLOYEE may, without
cause, terminate this agreement by giving sixty (60) days' written notice to
CORPORATION. In such event, EMPLOYEE shall continue to render his services and
shall be paid his regular compensation up to the date of termination, but he
shall not receive any severance allowance.
14. TERMINATION UPON SALE OF BUSINESS. Notwithstanding anything herein to the
contrary, CORPORATION may terminate this agreement by giving sixty (60) days
notice to the EMPLOYEE if any of the following events occur: (a) CORPORATION
sells substantially all of its assets to a single purchaser or to a group of
associated purchasers; (b) At least two-thirds of the outstanding corporate
shares of CORPORATION are sold, exchanged, or otherwise disposed of, in one
transaction; (c) CORPORATION elects to terminate its business or liquidate its
assets; or (d) There is a merger or consolidation of the CORPORATION in a
transaction in which the CORPORATION's shareholders receive less than fifty
percent (50%) of the outstanding voting shares of the new or continuing
corporation. In such event, EMPLOYEE shall continue to render his services and
shall be paid his regular compensation up to the date of termination, and shall
receive severance allowance equal to the remaining pay in the contract (less all
amounts required to be withheld and deducted).
15. RESTRICTIVE COVENANT. For a period of two (2) years after the termination or
expiration of this agreement, EMPLOYEE shall not, within the State of Oklahoma,
directly or indirectly, own, manage, operate, control, be employed by,
participate in or be connected in any manner with the ownership, management,
operation, or control of any business similar to the type of business conducted
by the CORPORATION at the time this agreement terminates. In the event of the
actual or threatened breach by EMPLOYEE of this paragraph, CORPORATION shall be
entitled to a preliminary restraining order and injunction restraining the
EMPLOYEE from violating its provisions. Nothing in this agreement shall be
construed to prohibit the CORPORATION from pursuing any other available remedies
for such breach or threatened breach, including the recovery of damages from the
EMPLOYEE.
16. NOTICES. Any notice required or desired to be given under this agreement
shall be deemed given if delivered in person or in writing and sent by certified
mail, return receipt requested, to the residence of EMPLOYEE or to the principal
office of CORPORATION, as the case may be.
17. WAIVER OF BREACH. The waiver by CORPORATION of a breach of any provision of
this agreement by the EMPLOYEE shall not operate or be construed as a waiver of
any subsequent breach by the EMPLOYEE. No waiver shall be valid unless in
writing and signed by an authorized officer of the CORPORATION.
18. ASSIGNMENT. EMPLOYEE acknowledges that his services are unique and personal.
Accordingly, EMPLOYEE may not assign his rights or delegate his duties or
obligations under this agreement. The rights and obligations of CORPORATION
under this agreement shall enure to the benefit of, and shall be binding upon,
the successors and assigns of CORPORATION.
19. ENTIRE AGREEMENT. This agreement contains the entire understanding of the
parties and may not be changed orally but only by an agreement in writing signed
by the parties against whom enforcement of any waiver, change, modification,
extension, or discharge is sought.
20. GOVERNING LAW. This agreement shall be governed by the laws of the State of
Oklahoma.
21. HEADINGS. Headings in this agreement are for convenience only and shall not
be used to interpret or construe its provisions.
22. COSTS. In the event either party hereto is forced to resort to arbitration
or use of a court of competent jurisdiction in the resolution of any controversy
arising out of this Employment Contract, or in the enforcement of any rights
granted herein, then the successful party shall, in addition to any litigation
costs incurred, be entitled to the payment of its attorney's fees by the
unsuccessful party.
23. COUNTERPARTS. This agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall be
construed one and the same instrument.
24. EFFECTIVE DATE. This agreement shall, regardless of the date of execution,
be deemed effective as of the 1st day of July, 2000, in all respects.
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IN WITNESS WHEREOF, the parties hereunto have executed this agreement
as of the day and year first above set forth.
CHEMICAL & EQUIPMENT SPECIALTIES, INC.
By:/s/Tom Morton
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Tom Morton, CFO
"CORPORATION"
/s/ Glenn Penny
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Glenn Penny
"EMPLOYEE"