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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This agreement is made and entered into as of the 5th day of March,
2001, by and between TRANSTEXAS GAS CORPORATION hereinafter called "COMPANY" and
ARNOLD BRACKENRIDGE, hereinafter called "EMPLOYEE".
1. The term of this agreement is for twelve (12) months, commencing on
March 5, 2001, and ending on March 4, 2002. Thereafter this contract
shall be subject to renegotiations and renewal. This agreement may be
terminated prior to the end of the term pursuant to paragraph 6, 7 or 8
hereof.
2. The COMPANY agrees to employ EMPLOYEE for the term of this Agreement,
and EMPLOYEE shall have and fulfill such duties, responsibilities and
obligations as are usual and customary for the President and Chief
Operating Officer, subject to the direction and control of the Board of
Directors and the Chief Executive Officer.
3. EMPLOYEE agrees EMPLOYEE will faithfully and diligently serve the
COMPANY to the best of his ability.
4. During his service hereunder, EMPLOYEE'S salary shall be $350,000 per
year payable in installments in accordance with the COMPANY'S regular
payroll practices and any bonus or other consideration as approved by
the Board of Directors.
5. At such costs and eligibility restrictions applicable to all employees,
EMPLOYEE shall participate in all plans and benefits generally
applicable or available to employees of the COMPANY, including but not
limited to health, hospital and surgical benefits, disability, life
insurance plans, and accidental death and dismemberment insurance.
a. During his service hereunder, EMPLOYEE shall receive
four (4) weeks of vacation.
6. This Agreement shall be terminable by the COMPANY for "cause" without
advance notice. In the event of such termination properly for cause,
the salary set forth above shall cease on the effective date of
termination; however, benefits earned to date shall be paid in full.
"Cause" shall mean:
a. Neglect or mismanagement by EMPLOYEE of his duties,
responsibilities and obligations which either
significantly damages or could have significantly
damaged the property or interest of the COMPANY; or
b. Material breach of this Agreement by EMPLOYEE; or
c. Inability of EMPLOYEE to perform his duties,
responsibilities and obligations by reason of
illness, accident or other incapacity for a
continuous period of six (6) months.
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7. This Agreement shall be terminable by EMPLOYEE for cause. In the event
that EMPLOYEE terminates this Agreement properly for cause within
thirty (30) days after he knows of the existence of such cause, the
COMPANY shall be obligated to pay EMPLOYEE his salary through the
effective date of the contract period. "Cause" shall mean:
a. Wrongful behavior or willful neglect by the COMPANY
not caused by EMPLOYEE; or
b. Material breach of its obligations under this
Agreement by the COMPANY; or
c. Sale, reorganization (other than the reorganization
of the COMPANY pursuant to the Plan of Reorganization
of the COMPANY in Case No. 99-21550-C in the United
States Bankruptcy Court, Southern District of Texas,
Corpus Christi Division) or merger of the COMPANY
resulting in a change in the actual control of the
COMPANY.
8. The COMPANY shall have the right to terminate this Agreement without
cause by giving EMPLOYEE written notice of such termination.
9. In the event that the COMPANY terminates EMPLOYEE other than for cause
before the end of the term of this Agreement or EMPLOYEE terminates
this Agreement for cause before the end of the term of this Agreement,
the COMPANY shall pay to EMPLOYEE his salary for the remaining term of
this Agreement.
10. The entire understanding and agreement between the parties has been
incorporated into this Agreement. This Agreement shall inure to the
benefit of, and shall be binding upon the COMPANY, its successors and
assigns and upon EMPLOYEE and his heirs, successors and assigns. This
Agreement may not otherwise be assigned without the prior written
approval of the other party.
11. Any disputes concerning or arising out of interpretation or application
of this Agreement shall be determined by final and binding arbitration
under and in accordance with the rules and procedures of the American
Arbitration's Association provided that the dispute is submitted to
arbitration by written demand therefor delivered to and received by the
other party within sixty (60) days after occurrence of the event giving
rise to the dispute.
12. If there is a conflict between the COMPANY personnel policies and this
Agreement, this Agreement shall prevail.
TRANSTEXAS GAS CORPORATION ARNOLD BRACKENRIDGE
By: /s/ GERALD BARKLEY By: /s/ ARNOLD BRACKENRIDGE
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Date: March 5, 2001 Date: March 5, 2001
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