Exhibit 10.9
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), made as of this 25th
day of November 2002, by and between C. Mark Pearson, residing at 724 Longford
Drive, Southlake, Texas, (the "Executive"), and Carbo Ceramics Inc., a Delaware
corporation (the "Company").
WITNESSETH
WHEREAS, the Company wishes to employ the Executive as
President and Chief Executive Officer of the Company and the Executive wishes to
serve the Company in such capacity.
NOW, THEREFORE, in consideration of the conditions and
covenants set forth herein, it is agreed as follows:
1. Employment, Duties and Agreements.
(a) The Company hereby employs the Executive, and the
Executive hereby agrees to be employed by the Company during the Term, as the
Company's President and Chief Executive Officer on the terms and conditions set
forth herein. "Term" shall mean the period commencing on January 1, 2003 (the
"Effective Date") and ending on December 31, 2003 provided, that the Term shall
be extended automatically for successive one-year periods, at the rate of Base
Salary and on other terms then in effect pursuant to this Agreement, unless
written notice of any election not to extend is given by either party to the
other at least ninety (90) days prior to the date the Term would then otherwise
expire absent its extension; provided, that the Term may be terminated prior to
its scheduled expiration date in accordance with Section 3 hereof. Upon any the
expiration of the Term, the Executive's employment with the Company shall be at
will.
(b) The Executive shall have such responsibilities and
duties as the Board of Directors of the Company (the "Board") may from time to
time reasonably determine consistent with the Executive's position as President
and Chief Executive Officer of the Company. In rendering his services hereunder,
the Executive shall be subject to, and shall act in accordance with, all
reasonable instructions and directions of the Board and all applicable policies
and rules thereof. The Executive shall devote the Executive's full working time
to the performance of the Executive's responsibilities and duties hereunder.
During the Term, the Executive will not, without the prior written consent of
the Board, render services, whether or not compensated, to any other person or
entity as an employee, independent contractor, director or otherwise (other than
as a director of Pinnacle Technologies Inc. and as an adjunct professor at the
Colorado School of Mines); provided, however, that nothing herein shall restrict
the Executive from rendering services to not-for-profit organizations,
including, without limitation, any country club of which he is a member, or
managing the Executive's personal investments during the Executive's non-working
time.
(c) During the Term, the Executive will not engage in any
other business affiliation with respect to any entity, including, without
limitation, the establishment of a proprietorship or the participation in a
partnership or joint venture, or acquire any equity interest in any entity
(other than the Company) if (i) such engagement or ownership would interfere
with
the full-time performance of his responsibilities and duties hereunder or (ii)
such entity is engaged in the business of production, supply or distribution of
proppants used in the hydraulic fracturing of natural gas and oil wells. The
Executive represents and warrants that, as of the Effective Date, the Executive
will not be engaged in any such business affiliation and will not own any such
equity interests.
2. Compensation. During the Term, the Executive shall be
entitled to the following compensation.
(a) The Company shall pay the Executive a base salary at
the rate of $200,000 per annum, payable in accordance with the Company's normal
payroll practices ("Base Salary"). The Board shall have the right to review the
Executive's performance and compensation from time to time and may, in its sole
discretion, increase his Base Salary based on such factors as the Board deems
appropriate.
(b) The Executive will be paid an incentive bonus with
respect to each fiscal year during the Term equal to the sum of (i) 0.5% of the
Company's earnings before interest income and expense and taxes for such fiscal
year ("EBIT") up to $20,000,000, plus (ii) 1.0% of EBIT in excess of $20,000,000
("Incentive Bonus"). Any such Incentive Bonus shall be paid to the Executive as
soon as practicable and in any event within thirty (30) days after the
completion of the audited financial statements and determination of EBIT for
such fiscal year.
(c) The Executive shall be entitled to four (4) weeks of
paid vacation during each calendar year of the Term in accordance with the
Company's standard vacation policy and practices. The Executive shall take
vacations only at such times as are consistent with reasonable business needs of
the Company.
(d) The Company shall reimburse the Executive for all
reasonable, ordinary and necessary expenses incurred by the Executive in the
performance of the Executive's duties hereunder, provided that the Executive
accounts to the Company for such expenses in a manner reasonably prescribed by
the Company.
(e) The Executive shall be entitled to such benefits and
perquisites as are generally made available to senior executive officers of the
Company, provided that the Executive shall not be eligible to participate in the
Company's Incentive Compensation Plan.
3. Early Termination of the Term. The Term shall terminate
prior to the Scheduled Termination Date upon the occurrence of any of the
following events.
(a) The Term and the Executive's employment hereunder
shall terminate upon written notice to the Executive by the Company specifying
Disability as the basis for such termination. In respect of such termination,
the Company shall pay to the Executive (i) within thirty (30) days after such
termination, the Executive's earned but unpaid Base Salary, earned but unused
vacation (determined in accordance with the Company's standard vacation policy
and practices) and reimbursement for expenses incurred (in accordance with
Section 2(d) hereof), all as of the date of such termination, and (ii) as soon
as practicable and in any event within thirty (30) days after the completion of
the audited financial statements and determination of EBIT for the fiscal year
in which such termination takes place, an amount equal to the Incentive Bonus
for
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such fiscal year (calculated in accordance with the first sentence of Section
2(b)) multiplied by a fraction, the numerator of which is the number of days in
the period commencing on January 1 of the year in which such termination takes
place and ending on the date of such termination (inclusive) and the denominator
of which is 365. The Executive shall not be entitled to any further compensation
or payments hereunder. "Disability" shall mean a physical or mental impairment
of the Executive that (A) qualifies the Executive for (x) disability benefits
under any long-term disability plan maintained by the Company or (y) Social
Security disability benefits or (B) has prevented or, at the date of
determination, will reasonably be likely to prevent, the Executive from
performing the essential functions of his position for a period of six (6)
consecutive months. The existence of a Disability shall be determined by the
Board in its absolute discretion. The Executive agrees to submit to medical
examinations by a licensed medical doctor selected by the Board to determine
whether a Disability exists, as the Board may request from time to time.
(b) The Company may terminate the Term and the
Executive's employment hereunder for Cause. Termination for Cause shall be
effective upon written notice to the Executive by the Company specifying that
such termination is for Cause. In respect of such termination, the Company shall
pay to the Executive, within thirty (30) days after such termination, the
Executive's earned but unpaid Base Salary, earned but unused vacation
(determined in accordance with the Company's standard vacation policy and
practices) and reimbursement for expenses incurred (in accordance with Section
2(d) hereof), all as of the date of such termination. The Executive shall not be
entitled to any further compensation or payments hereunder. "Cause" shall mean:
(i) any material violation by the Executive of this Agreement; (ii) any failure
by the Executive substantially to perform his duties hereunder; (iii) any act or
omission involving dishonesty, fraud, willful misconduct or gross negligence on
the part of the Executive that is or may be materially injurious to the Company;
and (iv) any felony or other crime involving moral turpitude committed by the
Executive. If the basis for terminating the Executive's employment for Cause is
the result of a violation or failure described in clause (i) or (ii) of the
foregoing definition of "Cause" and the majority of the Board (excluding the
Executive, if he is a member of the Board) reasonably determines that such
violation or failure is capable of being remedied, the Board shall give the
Executive thirty (30) days' prior written notice of the Company's intent to
terminate the Executive's employment for Cause, which notice shall set forth the
violation or failure forming the basis for the determination to terminate the
Executive's employment for Cause. The Executive shall have the right to remedy
such violation or failure within a reasonable period of time (as determined by
the Board), provided that the Executive begins to take appropriate steps to
remedy such violation or failure within ten (10) days of the date of such
written notice and diligently prosecutes such efforts thereafter. The Term and
the Executive's employment hereunder may not be terminated for Cause unless a
majority of the Board (excluding the Executive, if he is a member of the Board)
finds in good faith that termination for Cause is justified and, if the basis
for terminating the Executive's employment for Cause arises as a result of a
violation or failure described in clause (i) or (ii) of the definition of
"Cause", that the violation or failure has not been remedied within the period
of time designated by the Board or that there is no reasonable prospect that the
Executive will remedy the violation or failure forming the basis for terminating
his employment for Cause.
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(c) The Term and the Executive's employment hereunder
shall terminate upon the death of the Executive. In respect of such termination,
the Company shall pay to the Executive's estate or any beneficiary previously
designated by the Executive in writing (a "Designated Beneficiary") (i) within
thirty (30) days after such termination, the Executive's earned but unpaid Base
Salary, earned but unused vacation (determined in accordance with the Company's
standard vacation policy and practices) and reimbursement for expenses incurred
(in accordance with Section 2(d) hereof), all as of the date of such
termination, and (ii) as soon as practicable and in any event within thirty (30)
days after the completion of the audited financial statements and determination
of EBIT for the fiscal year in which such termination takes place, an amount
equal to the Incentive Bonus for such fiscal year (calculated in accordance with
the first sentence of Section 2(b)) multiplied by a fraction, the numerator of
which is the number of days in the period commencing on January 1 of the year in
which such termination takes place and ending on the date of such termination
(inclusive) and the denominator of which is 365. The Executive, his estate and
his Designated Beneficiary shall not be entitled to any further compensation or
payments hereunder.
(d) The Company may terminate the Term and the
Executive's employment hereunder at any time without Cause. Such termination
without Cause shall be effective upon written notice to the Executive from the
Company of such termination. In respect of such termination, the Company shall
pay to the Executive (i) within thirty (30) days after such termination, the
Executive's earned but unpaid Base Salary, earned but unused vacation
(determined in accordance with the Company's standard vacation policy and
practices) and reimbursement for expenses incurred (in accordance with Section
2(d) hereof), all as of the date of such termination, and (ii) as soon as
practicable and in any event within thirty (30) days after the completion of the
audited financial statements and determination of EBIT for the fiscal year in
which such termination takes place, an amount equal to the Incentive Bonus for
such fiscal year (calculated in accordance with the first sentence of Section
2(b)) multiplied by a fraction, the numerator of which is the number of days in
the period commencing on January 1 of the year in which such termination takes
place and ending on the date of such termination (inclusive) and the denominator
of which is 365. In addition, the Company shall continue to pay to the Executive
(or to the Executive's estate or Designated Beneficiary, if the Executive should
die during such two-year period) the Executive's Base Salary (at the level in
effect immediately preceding such termination) for two years following the date
of such termination of employment without Cause in accordance with the Company's
normal payroll practices. The Executive (or his estate or Designated
Beneficiary) shall not be entitled to any further compensation or payments
hereunder. No salary continuation payments made pursuant to this Section 3(d)
will constitute compensation for any purpose under any retirement plan or other
employee benefit plan, program, arrangement or agreement of the Company, and no
period during which such payments are made to the Executive pursuant to this
Section 3(d) shall constitute a period of employment with the Company for any
such purposes. In respect of such termination, all outstanding stock options
granted to the Executive by the Company pursuant to the Carbo Ceramics Inc. 1996
Stock Option Plan for Key Employees (the "Option Plan"), whether or not they
were exercisable at the time of such termination of employment without Cause,
shall become fully and immediately exercisable and shall remain exercisable
until the expiration of thirty (30) days after such termination, on which date
they shall expire; provided, however, that no such stock option shall be
exercisable after the expiration of ten (10) years after the date such stock
option was granted to the Executive.
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(e) During the one-year period following a Change in
Control of the Company, the Company may terminate the Term and the Executive's
employment hereunder without Cause or the Executive may voluntarily terminate
the Term and his employment hereunder for Good Reason. Such termination shall be
effective upon written notice to the Executive from the Company or from the
Executive to the Company, as applicable, of such termination. In respect of such
termination, in lieu of all other amounts or benefits to which the Executive
would be entitled pursuant to any other provisions of Section 3 of this
Agreement, the Company shall pay to the Executive, within thirty (30) days after
such termination (i) the Executive's earned but unpaid Base Salary, earned but
unused vacation (determined in accordance with the Company's standard vacation
policy and practices) and reimbursement for expenses incurred (in accordance
with Section 2(d) hereof), all as of the date of such termination, (ii) an
amount equal to the Incentive Bonus with respect to the fiscal year immediately
preceding the fiscal year in which such termination takes place (calculated in
accordance with the first sentence of Section 2(b)) multiplied by a fraction,
the numerator of which is the number of days in the period commencing on January
1 of the year in which such termination takes place and ending on the date of
such termination (inclusive) and the denominator of which is 365 and (iii) an
amount equal to two times the Executive's Base Salary (at the rate in effect as
of the date of such termination). In respect of such termination, all
outstanding stock options granted to the Executive by the Company pursuant to
the Option Plan, whether or not they were exercisable at the time of such
termination of employment, shall become fully and immediately exercisable and
shall remain exercisable until the expiration of thirty (30) days after such
termination, on which date they shall expire; provided, however, that no such
stock option shall be exercisable after the expiration of ten (10) years after
the date such stock option was granted to the Executive.
(f) For purposes of Section 3(e) hereof:
(1) "Change in Control" shall mean (i)
the occurrence of a change in control of the Company of a
nature that would be required to be reported or is reported in
response to Item 1 of the current report on Form 8-K, as in
effect on the Effective Date, pursuant to Sections 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); or (ii) any "Person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power
of the Company's outstanding securities (other than any Person
who was a "beneficial owner" of securities of the Company
representing 30% or more of the combined voting power of the
Company's outstanding securities prior to the Effective Date);
or (iii) individuals who constitute the Board on the Effective
Date (the "Incumbent Board") cease for any reason to
constitute at least a majority of the members of the Board,
provided that any person becoming a director subsequent to the
Effective Date whose appointment to fill a vacancy or to fill
a new Board position was approved by a vote of at least
three-quarters of the directors comprising the Incumbent
Board, or whose nomination for election by the Company's
shareholders was approved by the same nominating committee
serving under an Incumbent Board, shall be, for purposes of
this clause (iii), considered as though he were a member of
the Incumbent Board; or (iv) the occurrence of any of the
following of which the
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Incumbent Board does not approve (A) merger or consolidation
in which the Company is not the surviving corporation or (B)
sale of all or substantially all of the assets of the Company;
or (v) stockholder approval pursuant to a proxy statement
soliciting proxies from stockholders of the Company, by
someone other than the then current management of the Company,
of a plan of reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to
the plan of reorganization are exchanged or converted into
cash or property or securities not issued by the Company.
(2) "Good Reason" shall mean, without
the Executive's express written consent, the occurrence of any
one or more of the following: (i) the assignment of the
Executive to duties materially inconsistent with the
Executive's authorities, duties, responsibilities and status
(including offices, titles, and reporting requirements) as an
officer of the Company, or a reduction or alteration in the
nature or status of the Executive's authorities, duties, or
responsibilities from those in effect immediately prior to the
Change in Control, including a failure to reelect the
Executive to, or a removal of him from, any office of the
Company that the Executive held immediately prior to the
Change in Control; or (ii) the Company's requiring the
Executive to be based at a location more than 50 miles from
Irving, Texas, except for required travel on the Company's
business to an extent substantially consistent with the
Executive's business obligations immediately prior to the
Change in Control; or (iii) the Company materially breaches
this Agreement or any other written agreement with the
Executive; or (iv) a material reduction in the Executive's
level of participation in any of the Company's welfare
benefit, retirement or other employee benefit plans, policies,
practices, or arrangements in which the Executive participates
as of the date of the Change in Control.
4. Restrictive Covenants.
(a) The Executive agrees that all information pertaining
to the prior, current or contemplated business of the Company and its corporate
affiliates, and their officers, directors, employees, agents, shareholders and
customers (excluding (i) publicly available information (in substantially the
form in which it is publicly available) unless such information is publicly
available by reason of unauthorized disclosure by the Executive or by any person
or entity of whose intention to make such unauthorized disclosure the Executive
is aware and (ii) information of a general nature not pertaining exclusively to
the Company that generally would be acquired in similar employment with another
company) constitutes a valuable and confidential asset of the Company. Such
information includes, without limitation, information related to trade secrets,
customer lists, production techniques, and financial information of the Company.
The Executive agrees that he shall, during the Term and continuing thereafter,
(A) hold all such information in trust and confidence for the Company and its
corporate affiliates, and (B) not use or disclose any such information to any
person, firm, corporation or other entity other than under court order or other
legal or regulatory requirement.
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(b) Upon expiration of the Term and continuing for a
period ending two (2) years after the Executive's employment by the Company
terminates for any reason whatsoever, the Executive agrees that the Executive
will not, directly or indirectly, own, manage, operate, control, be employed by
(whether as an employee, consultant, independent contractor or otherwise, and
whether or not for compensation) or render services to any person, firm,
corporation or other entity, in whatever form, engaged in (i) the business of
supply or distribution of proppants used in the hydraulic fracturing of natural
gas and oil wells ("Proppants") other than Baker Hughes Inc., BJ Services
Company, Schlumberger Limited, Halliburton Company and OSCA, Inc. or (ii) the
business of production of Proppants.
(c) During the Term and continuing for a period ending
twelve (12) months after the Executive's employment terminates for any reason
whatsoever, the Executive agrees that the Executive will not, directly or
indirectly, individually or on behalf of other persons, solicit, aid or induce
(i) then remaining employees of the Company or its corporate affiliates to leave
their employment with the Company or its corporate affiliates in order to accept
employment with or render services to or with another person, firm, corporation
or other entity, or assist or aid any other person, firm, corporation or other
entity in identifying or hiring such employees or (ii) any customer of the
Company or its corporate affiliates who was a customer of the Company or its
corporate affiliates at any time during which the Executive was actively
employed by the Company to purchase products or services then sold by the
Company or its corporate affiliates from another person, firm, corporation or
other entity, or assist or aid any other person or entity in identifying or
soliciting any such customer.
(d) Prior to agreeing to, or commencing to, act as an
employee, officer, director, trustee, principal, agent or other representative
of any type of business other than as an employee of the Company during the
period in which the non-competition agreement, as described in Section 4(b),
applies, the Executive shall (i) disclose such agreement in writing to the
Company and (ii) disclose to the other entity with which he proposes to act in
such capacity, or to the other principal together with whom he proposes to act
as a principal, the existence of this Agreement, including, in particular, the
non-disclosure agreement contained in Section 4(a), the non-competition
agreement contained in Section 4(b), and the non-solicitation agreement
contained in Section 4(c).
(e) With respect to the restrictive covenants set forth
in Sections 4(a), 4(b) and 4(c), the Executive acknowledges and agrees as
follows.
(i) The specified duration of a restrictive
covenant shall be extended by and for the term of any period
during which the Executive is in violation of such covenant.
(ii) The restrictive covenants are in addition to
any rights the Company may have in law or at equity.
(iii) It is impossible to measure in money the
damages which will accrue to the Company in the event that the
Executive breaches any of the restrictive covenants.
Therefore, if the Executive breaches any restrictive covenant,
the Company and its corporate affiliates shall be entitled to
an
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injunction restraining the Executive from violating such
restrictive covenants. If the Company or any of its corporate
affiliates shall institute any action or proceeding to enforce
a restrictive covenant, the Executive hereby waives the claim
or defense that the Company or any of its corporate affiliates
has an adequate remedy at law and the Executive agrees not to
assert in any such action or proceeding the claim or defense
that the Company or any of its corporate affiliates has an
adequate remedy at law. The foregoing shall not prejudice the
Company's or its corporate affiliates' right to require the
Executive to account for and pay over to the Company or its
corporate affiliates, and the Executive hereby agrees to
account for and pay over, the compensation, profits, monies,
accruals or other benefits derived or received by the
Executive as a result of any transaction constituting a breach
of the restrictive covenants.
(f) The restrictions in this Section 4 shall be in
addition to any restrictions imposed on the Executive by statute or at common
law.
5. Arbitration of Disputes.
(a) Any disagreement, dispute, controversy or claim
arising out of or relating to this Agreement or the interpretation or validity
hereof shall be settled exclusively and finally by arbitration. It is
specifically understood and agreed that any disagreement, dispute or controversy
which cannot be resolved between the parties, including without limitation any
matter relating to interpretation of this Agreement, may be submitted to
arbitration irrespective of the magnitude thereof, the amount in controversy or
whether such disagreement, dispute or controversy would otherwise be considered
justiciable or ripe for resolution by a court or arbitral tribunal.
Notwithstanding this Section 5, the Company shall be entitled to institute a
court action or proceeding for injunctive relief as provided in Section 4 of
this Agreement.
(b) The arbitration shall be conducted in accordance with
the Commercial Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association ("AAA").
(c) The arbitral tribunal shall consist of one
arbitrator. The parties to the arbitration jointly shall directly appoint such
arbitrator within thirty (30) days of initiation of the arbitration. If the
parties shall fail to appoint such arbitrator as provided above, such arbitrator
shall be appointed by the AAA as provided in the Arbitration Rules and shall be
a person who (i) maintains his principal place of business within thirty (30)
miles of the City of Irving, Texas and (ii) has substantial experience in
executive compensation. The parties shall each pay an equal portion of the fees,
if any, and expenses of such arbitrator.
(d) The arbitration shall be conducted within thirty (30)
miles of the City of Irving, Texas or in such other city in the United States of
America as the parties to the dispute may designate by mutual written consent.
(e) At any oral hearing of evidence in connection with
the arbitration, each party thereto or its legal counsel shall have the right to
examine its witnesses and to cross-examine the witnesses of any opposing party.
No evidence of any witness shall be presented unless the opposing party or
parties shall have the opportunity to cross-examine such witness,
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except as the parties to the dispute otherwise agree in writing or except under
extraordinary circumstances where the interests of justice require a different
procedure.
(f) Any decision or award of the arbitral tribunal shall
be final and binding upon the parties to the arbitration proceeding. The parties
hereto hereby waive to the extent permitted by law any rights to appeal or to
seek review of such award by any court or tribunal.
(g) Nothing herein contained shall be deemed to give the
arbitral tribunal any authority, power, or right to alter, change, amend,
modify, add to or subtract from any of the provisions of this Agreement.
(h) Notwithstanding anything to the contrary in this
Agreement, the arbitration provisions set forth in this Section 5 shall be
governed exclusively by the Federal Arbitration Act, Title 9, United States
Code.
6. Miscellaneous.
(a) Each provision hereof is severable from this
Agreement, and if one or more provisions hereof are declared invalid the
remaining provisions shall nevertheless remain in full force and effect. If any
provision of this Agreement is so broad, in scope or duration or otherwise, as
to be unenforceable, such provision shall be interpreted to be only so broad as
is enforceable.
(b) Any notice to be given hereunder shall be given in
writing. Notice shall be deemed to be given when delivered by hand to the party
to whom notice is being given, or ten (10) days after being mailed, postage
prepaid, registered with return receipt requested, or sent by facsimile
transmission with a confirmation by registered or certified mail, postage
prepaid. Notices to the Executive should be addressed to the Executive as
follows:
C. Mark Pearson
c/o Carbo Ceramics Inc.
6565 MacArthur Boulevard, Suite 1050
Irving, Texas 75039
Notices to the Company should be sent as follows:
Carbo Ceramics Inc.
6565 MacArthur Boulevard, Suite 1050
Irving, Texas 75039
Attn: Secretary
with copies sent to:
Cleary Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
Attn: Stephen H. Shalen, Esq.
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Either party may change the address or person to whom notices
should be sent to by notifying the other party in accordance with this Section
6(b).
(c) The failure to enforce at any time any of the
provisions of this Agreement or to require at any time performance by the other
party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect the validity of this Agreement, or any
part hereof, or the right of either party thereafter to enforce each and every
such provision in accordance with the terms of this Agreement.
(d) This Agreement contains the entire agreement between
the parties with respect to the employment of the Executive by the Company after
the Effective Date and supersedes any and all prior understandings, agreements
or correspondence between the parties regarding such employment. It may not be
amended or extended in any respect except by a writing signed by both parties
hereto.
(e) The parties hereto acknowledge and agree that each
party has reviewed and negotiated the terms and provisions of this Agreement and
has contributed to its preparation (with advice of counsel, if desired).
Accordingly, the rule of construction to the effect that ambiguities are
resolved against the drafting party shall not be employed in the interpretation
of this Agreement. Rather, the terms of this Agreement shall be construed fairly
as to both parties hereto and not in favor of or against either party,
regardless of which party generally was responsible for the preparation of this
Agreement.
(f) This Agreement shall be governed by, and interpreted
in accordance with, the laws of Texas, without reference to its principles of
conflict of laws.
(g) This Agreement shall not be assignable by either
party hereto without the written consent of the other, provided, however, that
the Company may, without the written consent of the Executive, assign this
Agreement to (i) any entity with which the Company is merged or consolidated or
to which the Company transfers substantially all of its assets or (ii) any
entity controlling, under common control with or controlled by the Company.
(h) This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
(i) The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect
the meaning of any provision hereof.
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IN WITNESS WHEREOF, the Company has caused this Agreement to
be signed by its duly authorized representative and the Executive has hereunto
set his hand as of the day and year first above written.
CARBO CERAMICS INC.
By: /s/ William C. Morris
------------------------------------------
William C. Morris, Chairman
/s/ C. Mark Pearson
----------------------------------------------
C. Mark Pearson
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