EXHIBIT 99.6
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), including the attached Exhibit
"A," is entered into between Coda Acquisition, Inc. ("Employer"), and J. William
Freeman an individual currently residing at 1639 Handley, Dallas, Texas 75208
("Employee"), to be effective as of the Effective Date (as hereinafter defined).
WITNESSETH:
WHEREAS, concurrently with the execution and delivery of this Agreement,
Employer, Coda Energy, Inc., a Delaware corporation ("Coda"), and Joint Energy
Development Investments Limited Partnership, a Delaware limited partnership, are
entering into an Agreement and Plan of Merger (the "Merger Agreement") providing
for the merger of Employer with and into Coda (the "Merger").
WHEREAS, Employer is desirous of having Coda, as the surviving corporation
of the Merger, continue to employ Employee, effective as of the date on which
the "Effective Time," as defined in the Merger Agreement, occurs (the "Effective
Date"), pursuant to the terms and conditions and for the consideration set forth
in this Agreement, and Employee is desirous of entering into such employment
relationship pursuant to such terms and conditions and for such consideration.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants,
and obligations contained herein, Employer and Employee agree as follows:
ARTICLE 1: EMPLOYMENT AND DUTIES:
1.1. Employer agrees to employ Employee, and Employee agrees to be
employed by Employer, beginning as of the Effective Date and continuing until
the date set forth on Exhibit "A" (the "Term"), subject to the terms and
conditions of this Agreement.
1.2. Employee initially shall be employed in the position set forth on
Exhibit A. Employer may not assign Employee to a new position or relocate
Employee, without Employee's prior consent. Employer may not materially modify
Employee's duties and responsibilities without Employee's prior consent, which
shall not be unreasonably withheld, provided that notwithstanding the foregoing,
Employer may assign such additional or different duties and services appropriate
to Employee's position which Employee from time to time may be reasonably
directed to perform by Employer. Employee agrees to serve in the assigned
position and to perform diligently and to the best of Employee's abilities the
duties and services appertaining to such position. Employee shall at all times
comply with and be subject to such policies and procedures as Employer may
establish from time to time.
1.3. Employee shall, during the period of Employee's employment by
Employer, devote Employee's full business time, energy, and best efforts to the
business and affairs of Employer. Employee may not engage, directly or
indirectly, in any other business, investment, or activity that requires any
significant portion of Employee's business time.
1.4. In connection with Employee's employment by Employer, Employer shall
endeavor to provide Employee access to such confidential information pertaining
to the business and services of Employer as is appropriate for Employee's
employment responsibilities. Employer also shall endeavor
to provide to Employee the opportunity to develop business relationships with
those of Employer's clients and potential clients that are appropriate for
Employee's employment responsibilities.
1.5. Employee acknowledges and agrees that Employee owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests of
the Employer and to do no act which would injure Employer's business, its
interests, or its reputation. It is agreed that any direct or indirect interest
in, connection with, or benefit from any outside activities, particularly
commercial activities, which interest might in any way adversely affect Employer
or any of its affiliates, involves a possible conflict of interest. In keeping
with Employee's fiduciary duties to Employer, Employee agrees that Employee
shall not knowingly become involved in a conflict of interest with Employer or
its affiliates, or upon discovery thereof, allow such a conflict to continue.
Moreover, Employee agrees that Employee shall disclose to Employer's General
Counsel any facts that might involve such a conflict of interest that has not
been approved by Employer's Board of Directors.
1.6. Employer and Employee recognize that it is impossible to provide an
exhaustive list of actions or interests that constitute a "conflict of
interest." Moreover, Employer and Employee recognize there are many borderline
situations. In some instances, full disclosure of facts by the Employee to
Employer's General Counsel may be all that is necessary to enable Employer or
its affiliates to protect its interests. In others, if no improper motivation
appears to exist and the interests of Employer or its affiliates have not
suffered, prompt elimination of the outside interest will suffice. In still
others, it may be necessary for Employer to terminate the employment
relationship. Employer reserves the right to take such action as, in its
judgment, will end the conflict.
1.7. Any potential conflict of interest existing prior to the execution
of this Agreement shall be disclosed to Employer prior to execution. Employer
agrees that such disclosed potential conflicts of interest are not conflicts of
interest pursuant to Section 1.5 or 1.6 absent a material change in such action
or interest.
ARTICLE 2: COMPENSATION AND BENEFITS:
2.1. Employee's base salary during the Term shall be not less than the
amount set forth under the heading "Monthly Base Salary" on Exhibit A (as such
salary amount may be increased from time to time (the "Base Salary")), which
shall be paid in semimonthly installments in accordance with Employer's standard
payroll practice.
2.2. Employee shall be eligible to participate in any incentive
compensation program of Employer.
2.3. While employed by Employer (both during the Term and thereafter),
Employee shall be allowed to participate, on the same basis generally as other
employees of Employer, in all general employee benefit plans and programs,
including improvements or modifications of the same, which on the effective date
or thereafter are made available by Employer to all or substantially all of
Employer's employees. Such benefits, plans, and programs may include, without
limitation, medical, health, and dental care, life insurance, disability
protection, and pension plans. Nothing in this Agreement is to be construed or
interpreted to provide greater rights, participation, coverage, or benefits
under such benefit plans or programs than provided to similarly situated
employees pursuant to the terms and conditions of such benefit plans and
programs.
2.4. Employer shall not by reason of this Article 2 be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any
such incentive compensation or employee benefit program or plan, so long as such
actions are similarly applicable to covered employees generally. Moreover,
unless specifically provided for in a written plan document adopted by the Board
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of Directors of Employer, none of the benefits or arrangements described in this
Article 2 shall be secured or funded in any way, and each shall instead
constitute an unfunded and unsecured promise to pay money in the future
exclusively from the general assets of Employer.
2.5. Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal, state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.
ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH
TERMINATION:
3.1. Notwithstanding any other provisions of this Agreement, Employer
shall have the right to terminate Employee's employment under this Agreement at
any time prior to the expiration of the Term for any of the following reasons:
(i) For "cause" upon the good faith determination by the Employer's
management committee (or, if there is no management committee, the
highest applicable level of management) of Employer that "cause"
exists for the termination of the employment relationship. As used
in this Section 3.1(i), the term "cause" shall mean [a] Employee's
gross negligence or willful misconduct in the performance of the
duties and services required of Employee under his or her employment
agreement with the Employer [b] Employee's final conviction of a
felony or of a misdemeanor involving moral turpitude; [c] Employee's
involvement in a conflict of interest as referenced in Sections 1.5-
1.6 for which Employer makes a determination to terminate the
employment of Employee; or [d] Employee's material breach of any
material provision of this Agreement which remains uncorrected for
thirty (30) days following written notice to Employee by Employer of
such breach. It is expressly acknowledged and agreed that the
decision as to whether "cause" exists for termination of the
employment relationship by Employer is delegated to the management
committee (or, if there is no management committee, the highest
applicable level of management) of Employer for determination. If
Employee disagrees with the decision reached by Employer, the
dispute will be limited to whether the management committee (or, if
there is no management committee, the highest applicable level of
management) of Employer reached its decision in good faith;
(ii) for any other reason whatsoever, with or without cause, in the sole
discretion of the management committee (or, if there is no
management committee, the highest applicable level of management) of
Employer;
(iii) upon Employee's death; or
(iv) upon Employee's becoming incapacitated by accident, sickness, or
other circumstance which renders him or her mentally or physically
incapable of performing the duties and services required of
Employee.
The termination of Employee's employment by Employer prior to the expiration of
the Term shall constitute a "Termination for Cause" if made pursuant to Section
3.1(i); the effect of such termination is specified in Section 3.4. The
termination of Employee's employment by Employer prior to the expiration of the
Term shall constitute an "Involuntary Termination" if made pursuant to Section
3.1(ii); the effect of such termination is specified in Section 3.5. The effect
of the employment relationship being terminated pursuant to Section 3.1(iii) as
a result of Employee's death is specified in Section 3.6. The effect of the
employment relationship being terminated pursuant to Section 3.1(iv) as a result
of the Employee becoming incapacitated is specified in Section 3.7.
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3.2 Notwithstanding any other provisions of this Agreement except
Section 7.5, Employee shall have the right to terminate the employment
relationship under this Agreement at any time prior to the expiration of the
Term of employment for any of the following reasons:
(i) a material breach by Employer of any material provision of this
Agreement which remains uncorrected for 30 days following written
notice of such breach by Employee to Employer (a breach of Section
1.2 shall be conclusively deemed a material breach of this
Agreement); or
(ii) for any other reason whatsoever, in the sole discretion of Employee.
The termination of Employee's employment by Employee prior to the expiration of
the Term shall constitute an "Involuntary Termination" if made pursuant to
Section 3.2(i); the effect of such termination is specified in Section 3.5. The
termination of Employee's employment by Employee prior to the expiration of the
Term shall constitute a "Voluntary Termination" if made pursuant to Section
3.2(ii); the effect of such termination is specified in Section 3.3.
3.3 Upon a "Voluntary Termination" of the employment relationship by
Employee prior to expiration of the Term, all future compensation to which
Employee is entitled and all future benefits for which Employee is eligible
shall cease and terminate as of the date of termination, except as may otherwise
be provided in the Stockholders Agreement dated October 30, 1995 among Coda
Acquisition, Inc. and the persons listed on the signature pages thereto,
including Employee (the "Stockholders Agreement"). Employee shall be entitled
to pro rata salary through the date of such termination plus any other payments
generally available to other departing employees of Employer (e.g., unused
vacation, personal days, etc.), but Employee shall not be entitled to any
individual bonuses or individual incentive compensation not yet paid at the date
of such termination.
3.4 If Employee's employment hereunder shall be terminated by Employer
for Cause prior to expiration of the Term, all future compensation to which
Employee is entitled and all future benefits for which Employee is eligible
shall cease and terminate as of the date of termination, except as may otherwise
be provided in the Stockholders Agreement. Employee shall be entitled to pro
rata salary through the date of such termination, but Employee shall not be
entitled to any individual bonuses or individual incentive compensation not yet
paid at the date of such termination.
3.5 Upon an Involuntary Termination of the employment relationship by
either Employer or Employee prior to expiration of the Term, Employee shall be
entitled, in consideration of Employee's continuing obligations hereunder after
such termination (including, without limitation, Employee's non-competition
obligations), to receive the Base Salary as if Employee's employ ment (which
shall cease on the date of such Involuntary Termination) had continued for the
full Term of this Agreement, and Employee shall continue to have his rights
under the Stockholders Agreement in accordance with the terms and provisions
thereof. Employee shall not be under any duty or obligation to seek or accept
other employment following Involuntary Termination and the amounts due Employee
hereunder shall not be reduced or suspended if Employee accepts subsequent
employment. Employee's rights under this Section 3.5 are Employee's sole and
exclusive rights against Employer or its affiliates, and Employer's sole and
exclusive liability to Employee under this Agreement, in contract, tort, or
otherwise, for any Involuntary Termination of the employment relationship.
Employee covenants not to sue or lodge any claim, demand or cause of action
against Employer for any sums for Involuntary Termination other than those sums
specified in this Section 3.5. If Employee breaches this covenant, Employer
shall be entitled to recover from Employee all sums expended by Employer
(including costs and attorneys fees) in connection with such suit, claim, demand
or cause of action.
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3.6 Upon termination of the employment relationship as a result of
Employee's death, Employee's heirs, administrators, or legatees shall be
entitled to Employee's pro rata Base Salary through the date of such termination
plus any other payments generally available to other departing employees of
Employer (e.g., unused vacation, personal days, etc.), but Employee's heirs,
administrators, or legatees shall not be entitled to any individual bonuses or
individual incentive compensation not yet paid to Employee at the date of such
termination, except as may otherwise be provided in the Stockholders Agreement.
3.7 Upon termination of the employment relationship as a result of
Employee's incapacity, Employee shall be entitled to his or her pro rata Base
Salary through the date of such termination plus any other payments generally
available to other departing employees of Employer (e.g., unused vacation,
personal days, etc.), but Employee shall not be entitled to any individual
bonuses or individual incentive compensation not yet paid to Employee at the
date of such termination, except as may otherwise be provided in the
Stockholders Agreement.
3.8 Termination of the employment relationship does not terminate those
obligations imposed by this Agreement which are continuing obligations,
including, without limitation, Employee's obligations under Articles 5 and 6.
ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM; TERMINATION AND EFFECTS OF
TERMINATION:
4.1 Should Employee remain employed by Employer beyond the expiration of
the Term specified on Exhibit "A," such employment shall convert to a month-to-
month relationship terminable at any time by either Employer or Employee for any
reason whatsoever, with or without cause. Upon such termination of the
employment relationship by either Employer or Employee for any reason
whatsoever, all future compensation to which Employee is entitled and all future
benefits for which Employee is eligible shall cease and terminate. Employee
shall be entitled to pro rata salary through the date of such termina tion, but
Employee shall not be entitled to any individual bonuses or individual incentive
compensation not yet paid at the date of such termination. Nothing herein
precludes Employee from participating in any severance program or policy
instituted by the Employer under which Employee is otherwise eligible.
ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:
5.1 All information, ideas, concepts, improvements, discoveries, and
inventions, whether patentable or not, which are conceived, made, developed or
acquired by Employee, individually or in conjunction with others, during
Employee's employment by Employer (whether during business hours or otherwise
and whether on Employer's premises or otherwise) and that relate to Employer's
business, products or services (including, without limitation, all such
information relating to corporate opportunities, research, financial and sales
data, pricing and trading terms, evaluations, opinions, interpreta tions,
acquisition prospects, the identity of customers or their requirements, the
identity of key contacts within the customer's organizations or within the
organization of acquisition prospects, or marketing and merchandising
techniques, prospective names, and marks) shall be disclosed to Employer and are
and shall be the sole and exclusive property of Employer. Moreover, all
drawings, memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps and all other writings or
materials of any type embodying any of such information, ideas, concepts,
improvements, discoveries, and inventions are and shall be the sole and
exclusive property of Employer.
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5.2 Employee acknowledges that the business of Employer and its
affiliates is highly competitive and that their strategies, methods, books,
records, and documents, their technical information concerning their products,
equipment, services, and processes, procurement procedures and pricing
techniques, the names of and other information (such as credit and financial
data) concerning their customers and business affiliates, all comprise
confidential business information and trade secrets which are valuable, special,
and unique assets which Employer or its affiliates use in their business to
obtain a competitive advantage over their competitors. Employee further
acknowledges that protection of such confidential business information and trade
secrets against unauthorized disclosure and use is of critical importance to
Employer or its affiliates in maintaining their competitive position. Employee
hereby agrees that Employee will not, at any time during or after his or her
employment by Employer, make any unauthorized disclosure of any confidential
business information or trade secrets of Employer or its affiliates, or make any
use thereof, except in the carrying out of his or her employment
responsibilities hereunder. As a result of Employee's employment by Employer,
Employee may also from time to time have access to, or knowledge of,
confidential business information or trade secrets of third parties, such as
customers, suppliers, partners, joint venturers, and the like, of Employer and
its affiliates. Employee also agrees to preserve and protect the confidentiality
of such third party confidential information and trade secrets to the same
extent, and on the same basis, as Employer's confidential business information
and trade secrets. Employee acknowledges that money damages would not be
sufficient remedy for any breach of this Article 5 by Employee, and Employer
shall be entitled to enforce the provisions of this Article 5 by terminating any
payments then owing to Employee under this Agreement and/or to specific
performance and injunctive relief as remedies for such breach or any threatened
breach. Such remedies shall not be deemed the exclusive remedies for a breach of
this Article 5, but shall be in addition to all remedies available at law or in
equity to Employer, including the recovery of damages from Employee and his or
her agents involved in such breach.
5.3 All written materials, records, and other documents made by, or
coming into the possession of, Employee during the period of Employee's
employment by Employer which contain or disclose confidential business
information or trade secrets of Employer or its affiliates shall be and remain
the property of Employer or its affiliates, as the case may be. Upon termination
of Employee's employment by Employer, for any reason, Employee promptly shall
deliver the same, and all copies thereof, to Employer.
5.4 If, during Employee's employment by Employer, Employee creates any
original work of authorship fixed in any tangible medium of expression which is
the subject matter of copyright (such as videotapes, written presentations on
acquisitions, computer programs, drawings, maps, architectural renditions,
models, manuals, brochures, or the like) relating to Em ployer's business,
products, or services, whether such work is created solely by Employee or
jointly with others (whether during business hours or otherwise and whether on
Employer's premises or otherwise), Employee shall disclose such work to
Employer. Employer shall be deemed the author of such work if the work is
prepared by Employee in the scope of his or her employment; or, if the work is
not prepared by Employee within the scope of his or her employment but is
specially ordered by Employer as a contribution to a collective work, as a part
of a motion picture or other audiovisual work, as a translation, as a
supplementary work, as a compilation, or as an instructional text, then the work
shall be considered to be work made for hire and Employer shall be the author of
the work. If such work is neither prepared by the Employee within the scope of
his or her employment nor a work specially ordered and then not deemed to be a
work made for hire, then Employee hereby agrees to assign, and by these presents
does assign, to Employer all of Employee's worldwide right, title, and interest
in and to such work and all rights of copyright therein.
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5.5 Both during the period of Employee's employment by Employer and
thereafter, Employee shall assist Employer and its nominee, at any time, in the
protection of Employer's worldwide right, title, and interest in and to
information, ideas, concepts, improvements, discoveries, and inventions, and its
copyrighted works, including without limitation, the execution of all formal
assignment documents requested by Employer or its nominee and the execution of
all lawful oaths and applications for applications for patents and registration
of copyright in the United States and foreign countries.
ARTICLE 6: POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:
6.1 As part of the consideration for the compensation and benefits to be
paid to Employee hereunder, in keeping with Employee's duties as a fiduciary and
in order to protect Employer's interests in the confidential information of
Employer and the business relationships developed by Employee with the clients
and potential clients of Employer, and as an additional incentive for Employer
to enter into this Agreement, Employer and Employee agree to the non-competition
provisions of this Article 6. Employee agrees that during the period of
Employee's non-competition obligations hereunder, Employee will not, directly or
indirectly for Employee or for others, in any geographic area or market where
Employer or any of its affiliated companies are conducting any business as of
the date of termination of the employment relationship or have during the
previous twelve months conducted any business:
(i) engage in any business competitive with the business conducted by
Employer; or
(ii) render advice or services to, or otherwise assist, any other person,
association, or entity who is engaged, directly or indirectly, in any business
competitive with the business conducted by Employer.
If the employment relationship is terminated by Employer for cause under Section
3.1(i) or upon a Voluntary Termination of the employment relationship by
Employee prior to the expiration of the Term, these non-competition obligations
shall extend until six (6) months after the date of termination of the
employment relationship. These non-competition obligations shall not be
applicable in the event of an Involuntary Termination.
6.2 Until five (5) years after termination of the employment
relationship, Employee shall not induce any employee of Employer or any of its
affiliates to terminate his or her employment with Employer or its affiliates,
or hire or assist in the hiring of any such employee by person, association, or
entity not affiliated with Employer.
6.3 Employee understands that the foregoing restrictions may limit his
or her ability to engage in certain businesses anywhere in the world during the
period provided for above, but acknowledges that Employee will receive
sufficiently high remuneration and other benefits (e.g., the right to receive
compensation under Section 3.5 for the remainder of the Term upon Involuntary
Termination) under this Agreement to justify such restriction. Employee
acknowledges that money damages would not be sufficient remedy for any breach of
this Article 6 by Employee, and Employer shall be entitled to enforce the
provisions of this Article 6 by terminating any payments then owing to Employee
under this Agreement and/or to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be
deemed the exclusive remedies for a breach of this Article 6, but shall be in
addition to all remedies available at law or in equity to Employer, including,
without limitation, the recovery of damages from Employee and his or her agents
involved in such breach.
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6.4 It is expressly understood and agreed that Employer and Employee
consider the restrictions contained in this Article 6 to be reasonable and
necessary to protect the proprietary information of Employer. Nevertheless, if
any of the aforesaid restrictions are found by a court having jurisdiction to be
unreasonable, or overly broad as to geographic area or time, or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by such courts so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.
ARTICLE 7: MISCELLANEOUS:
7.1. For purposes of this Agreement the terms "affiliates" or
"affiliated" means an entity who directly, or indirectly through one or more
intermediaries, is controlled by Employer.
7.2. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Employer, to:
Coda Energy, Inc.
5735 Pineland Drive, Suite 300
Dallas, Texas 75231
Attention: Corporate Secretary
If to Employee, to the address shown on the first page hereof.
Either Employer or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.
7.3. This Agreement shall be governed in all respects by the laws of the
State of Texas, excluding any conflict-of-law rule or principle that might refer
the construction of this Agreement to the laws of another State or country.
7.4. No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
7.5. If a dispute arises out of or related to this Agreement, other than
a dispute regarding Employee's obligations under Sections 5.2, Article 5, or
Section 6.1, and if the dispute cannot be settled through direct discussions,
then Employer and Employee agree first to endeavor to settle the dispute in an
amicable manner by mediation, before having recourse to any other pro ceeding or
forum. Thereafter, if either party to this Agreement brings legal action to
enforce the terms of this Agreement, the party who prevails in such legal
action, whether plaintiff or defendant, in addition to the remedy or relief
obtained in such legal action shall be entitled to recover its, his, or her
expenses incurred in connection with such legal action, including, without
limitation, costs of Court and attorneys fees.
7.6. It is a desire and intent of the parties that the terms, provisions,
covenants, and remedies contained in this Agreement shall be enforceable to the
fullest extent permitted by law. If any such term, provision, covenant, or
remedy of this Agreement or the application thereof to any person,
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association, or entity or circumstances shall, to any extent, be construed to be
invalid or unenforceable in whole or in part, then such term, provision,
covenant, or remedy shall be construed in a manner so as to permit its
enforceability under the applicable law to the fullest extent permitted by law.
In any case, the remaining provisions of this Agreement or the application
thereof to any person, association, or entity or circumstances other than those
to which they have been held invalid or unenforceable, shall remain in full
force and effect.
7.7. This Agreement shall be binding upon and inure to the benefit of
Employer and any other person, association, or entity which may hereafter
acquire or succeed to all or substantially all of the business or assets of
Employer by any means whether direct or indirect, by purchase, merger,
consolidation, or otherwise. Employee's rights and obligations under Agreement
hereof are personal and such rights, benefits, and obligations of Employee shall
not be voluntarily or involuntarily assigned, alienated, or transferred, whether
by operation of law or otherwise, without the prior written consent of Employer.
7.8. This Agreement replaces and merges previous agreements and
discussions pertaining to the following subject matters covered herein: the
nature of Employee's employment relationship with Employer and the term and
termination of such relationship. However, nothing herein precludes Employee
from participating in any severance program or policy instituted by the Employer
under which Employee is otherwise eligible. This Agreement constitutes the
entire agreement of the parties with regard to such subject matters, and
contains all of the covenants, promises, representations, warranties, and
agreements between the parties with respect such subject matters. Each party to
this Agreement acknowledges that no representation, inducement, promise, or
agreement, oral or written, has been made by either party with respect to such
subject matters, which is not embodied herein, and that no agreement, statement,
or promise relating to the employment of Employee by Employer that is not
contained in this Agreement shall be valid or binding. Any modification of this
Agreement will be effective only if it is in writing and signed by each party
whose rights hereunder are affected thereby, provided that any such modification
must be authorized or approved by the Board of Directors of Employer.
7.9. Termination. If the Merger Agreement is terminated in accordance
with its terms, this Agreement shall terminate and the parties hereto shall have
no further obligations to any other party hereunder.
IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement
in multiple originals to be effective on the date first stated above.
CODA ACQUISITION, INC.
By:_________________________________
C. John Thompson
Vice President
This 30th day of October, 1995
J. WILLIAM FREEMAN
___________________________________
This 30th day of October, 1995
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EXHIBIT "A" TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN CODA ACQUISITION, INC. AND J. WILLIAM FREEMAN
-----------------------------------------------------
Employee Name: J. William Freeman
Term: Five (5) Years after the Effective Time
Position: Vice President - Engineering
Location: Dallas, Texas
Reporting Relationship: Chief Operating Officer
Monthly Base Salary: $14,166.67
CODA ACQUISITION, INC.
By:_________________________________
C. John Thompson
Vice President
This 30th day of October, 1995
J. WILLIAM FREEMAN
___________________________________
This 30th day of October, 1995
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