EXHIBIT 10.17
EMPLOYMENT AGREEMENT
This Employment Agreement for an Executive (the "Agreement") is made and
effective this 1 July, 2003.
BETWEEN: STEPHEN J. SHOWS, (the Executive") an individual with his main
address at: 2618 York Avenue, Minden, LA 71055
AND: VALENTEC SYSTEMS, INC. (the "Company"), an entity organized and
existing under the laws of the Delaware, with its head office
located at: 2618 York Avenue, Minden, LA 71055
RECITALS
In consideration of the covenants and agreements herein contained and the moneys
to be paid hereunder, the Company hereby employs the Executive and the Executive
hereby agrees to perform services as an Executive of the Company, upon the
following terms and conditions:
1. TERM
The Company hereby employs Executive to serve as Vice President, General
Manager and to serve in such additional or different position or positions
as the Company may determine in its sole discretion. The term of
employment shall continue through December 31,2006.
The effective date of this Agreement shall be the date first set forth
above, and it shall continue in effect until the earlier of:
A. The effective date of any subsequent employment agreement between
the Company and the Executive;
B. The effective date of any termination of employment as provided
elsewhere herein; or
C. December 31, 2006, provided, that this Employment Agreement shall
automatically renew for successive periods of 1 year each unless
either party gives written notice to other that it does not wish to
automatically renew this Agreement, which written notice must be
received by the other party no less than 60 days and no more than 90
days prior to the expiration of the applicable term.
2. DUTIES AND RESPONSIBILITIES
Executive will be reporting to Robert A. Zummo, Chairman. Within the
limitations established by the By-laws of the Company, the Executive shall
have each and all of the duties and responsibilities of that position.
3. LOCATION
Employment Agreement Page 1 of 11
The initial principal location at which Executive shall perform services
for the Company shall be Valentec offices, 2618 York Avenue, Minden,
Louisiana.
4. ACCEPTANCE OF EMPLOYMENT
Executive accepts employment with the Company upon the terms set forth
above and agrees to devote all Executive's time, energy and ability to the
interests of the Company, and to perform Executive's duties in an
efficient, trustworthy and business-like manner.
5. DEVOTION OF TIME TO EMPLOYMENT
The Executive shall devote the Executive's best efforts and substantially
all of the Executive's working time to performing the duties on behalf of
the Company. The Executive shall provide services during the normal
business hours of the Company as determined by the Company. Reasonable
amounts of time may be allotted to personal or outside business,
charitable and professional activities and shall not constitute a
violation of this Agreement provided such activities do not materially
interfere with the services required to be rendered hereunder.
6. QUALIFICATIONS
The Executive shall, as a condition of this Agreement, satisfy all of the
qualification that are reasonably and in good faith established by the
Chairman.
7. COMPENSATION
7.1 BASE SALARY
Executive shall be paid a base salary ("Base Salary") at the annual rate
of $150,000, payable in biweekly installments consistent with Company's
payroll practices. The annual Base Salary shall be reviewed on or before 1
July of each year, unless Executive's employment hereunder shall have been
terminated earlier pursuant to this Agreement. In consideration of the
services under this Agreement, Executive shall be paid the aggregate of
basic compensation, bonus and benefits as hereinafter set forth.
7.2 PAYMENT
Payment of all compensation to Executive hereunder shall be made in
accordance with the relevant Company policies in effect from time to time,
including normal payroll practices.
7.3 BONUS
From time to time, the Company may pay to Executive a bonus out of net
revenues of the Company. Payment of any bonus compensation shall be at the
sole discretion of the Chairman.
7.4 BENEFITS
The Company shall provide Executive with such benefits as are provided to
other senior management Of the Company. Benefits shall include at a
minimum (i) paid vacation of 4 weeks per year, at such times as approved
by the Chairman, (ii) health insurance coverage under the same terms as
offered to other Executives of the Company, (iii) retirement and profit
sharing programs as offered to other Executives of the Company, (iv) paid
holidays as per the Company's policies, and (v) such other benefits and
perquisites as are approved by the Chairman.
Employment Agreement Page 2 of 11
The Company has the right to modify conditions of participation, terminate any
benefit, or change insurance plans and other providers of such benefits in its
sole discretion. The Executive shall be reimbursed for out of pocket expenses
that are pre-approved by the Company, subject to the Company's policies and
procedures therefore, and only for such items that are a necessary and integral
part of the Executive's job functions.
7.5 WITHHOLDING
All sums payable to Executive under this Agreement will be reduced by all
federal, state, local, and other withholdings and similar taxes and
payments required by applicable law.
8. OTHER EMPLOYMENT BENEFITS
8.1 BUSINESS EXPENSES
Upon submission of itemized expense statements in the manner specified by
the Company, Executive shall be entitled to reimbursement for reasonable
travel and other reasonable business expenses duly incurred by Executive
in the performance of his duties under this Agreement.
8.2 BENEFIT PLANS
Executive shall be entitled to participate in the Company's medical and
dental plans, life and disability insurance plans and retirement plans
pursuant to their terms and conditions. Executive shall be entitled to
participate in any other benefit plan offered by the Company to its
Executives during the term of this Agreement. Nothing in this Agreement
shall preclude the Company or any affiliate of the Company from
terminating or amending any Executive benefit plan or program from time to
time.
8.3 VACATION
Executive shall be entitled to 4 weeks of vacation each year of full
employment, exclusive of legal holidays, as long as the scheduling of
Executive's vacation does not interfere with the Company's normal business
operations.
8.4 AUTOMOBILE
Executive shall be provided or reimbursed for a general purpose automobile
and operating expenses, with approval of Chairman, to be used in
conjunction with performance of company business and for personal use.
9. POLICIES AND PROCEDURES
The Company shall have the authority to establish from time to time the
policies and procedures to be followed by the Executive in performing
services for the Company. Executive shall abide by the provisions of any
contract entered into by the Company under which the Executive provides
services. Executive shall comply with the terms and conditions of any and
all contracts entered by the Company.
10. TERMINATION OF EMPLOYMENT
10.1 FOR CAUSE
Notwithstanding anything herein to the contrary, the Company may terminate
Executive's employment hereunder for cause for any one of the following
reasons: 1) conviction of a felony, any act involving moral turpitude, or
a misdemeanor where imprisonment is imposed, 2) commission of any act of
theft, fraud, dishonesty, or falsification of any employment or Company
records, 3) improper disclosure of the Company's confidential or
proprietary information, 4) any action by the
Employment Agreement Page 3 of 11
Executive which has a detrimental effect on the Company's reputation or
business, 5) Executive's failure or inability to perform any reasonable
assigned duties after written notice from the Company of, and a reasonable
opportunity to cure, such failure or inability, 6) any breach of this
Agreement, which breach is not cured within [10] days following written
notice of such breach, 7) a course of conduct amounting to gross
incompetence, 8) chronic and unexcused absenteeism, 9) unlawful
appropriation of a corporate opportunity, or 10) misconduct in connection
with the performance of any of Executive's duties, including, without
limitation, misappropriation of funds or property of the Company, securing
or attempting to secure personally any profit in connection with any
transaction entered into on behalf of the Company, misrepresentation to
the Company, or any violation of law or regulations on Company premises or
to which the Company is subject. Upon termination of Executive's
employment with the Company for cause, the Company shall be under no
further obligation to Executive, except to pay all accrued but unpaid base
salary and accrued vacation to the date of termination thereof.
10.2 WITHOUT CAUSE
The Company may terminate Executive's employment hereunder at any time
without cause, provided, however, that Executive shall be entitled to
severance pay in the amount of 52 weeks of Base Salary in addition to
accrued but unpaid Base Salary and accrued vacation, less deductions
required by law, but if, and only if, Executive executes a valid and
comprehensive release of any and all claims that the Executive may have
against the Company in a form provided by the Company and Executive
executes such form within 30 days of tender.
10.3 RESIGNATION
Upon termination of employment, Executive shall be deemed to have resigned
from the Board of Directors of the Company if HE is a director.
10.4 COOPERATION
After notice of termination, Executive shall cooperate with the Company,
as reasonably requested by the Company, to effect a transition of
Executive's responsibilities and to ensure that the Company is aware of
all matters being handled by Executive.
10.5 COMPENSATION AFTER NOTICE OF TERMINATION
After notice of termination has been given by either Company or Executive,
as provided in this Article, Executive shall be entitled to receive the
compensation provided for in this Agreement until the notice period has
expired. It is understood that after the written notice is given by either
Company or Executive, Executive shall continue to devote substantially all
of the Executive's time to the Executive's normal services for the Company
during the notice period, with sufficient time allowed, in the sole
discretion of the Company, for Executive to seek new employment.
10.6 CHANGE OF OWNERSHIP
The executive, at his discretion, may choose to terminate his employment
in the event of an ownership change or change in reporting assignment
defined in article 2. In the event of this election, the executive will be
entitled to full compensation for the remainder of the contract term to
include salary, health care, life insurance benefits and vacation
consideration. A new owner or new reporting assignment may not
unilaterally terminate the executive, for any reason, until this agreement
expires or the executive is compensated for the term of the agreement.
11. DISABILITY OF EXECUTIVE
The Company may terminate this Agreement without liability if Executive
shall be permanently prevented from properly performing his essential
duties hereunder with reasonable accommodation by reason of illness or
other physical or mental incapacity for a period of more than [90]
consecutive days. Upon such termination, Executive shall be entitled to
all accrued but unpaid Base Salary and vacation.
Employment Agreement Page 4 of 11
11.1 DEFINITIONS
For purposes of this Agreement, whenever used in this Article 14:
"TOTAL DISABILITY" shall mean that the Executive is unable, mentally or
physically, whether it be due to sickness, accident, age or other
infirmity, to engage in any aspect of the Executive's normal duties as set
forth in this Agreement.
"PARTIAL DISABILITY" shall mean that the Executive is able to perform, to
some extent, art behalf of the Company, the particular services in which
the Company specializes, and which the Executive previously performed for
the Company, but that the Executive is unable, mentally or physically, to
devote the same amount of time to such services as was devoted prior to
the occurrence of such sickness or accident.
"NORMAL MONTHLY SALARY" shall mean the salary which the Executive is being
paid by the Company per month as of the commencement date of the period of
disability, as specified hereinabove or as determined by the Chairman
pursuant to the terms hereof.
11.2 TOTAL DISABILITY
During a single period of total disability of the Executive, the Executive
shall be entitled to receive from the Company, the Executive's normal
monthly salary for the shorter of first three (3) months of disability or
until any disability insurance policy available through the Executive's
employment begins to pay benefits. If the single period of disability
should continue beyond three (3) months, the Executive shall receive only
such amount as the Executive shall be entitled to receive under disability
insurance coverage on the Executive, if any.
11.3 PARTIAL DISABILITY
During a period of partial disability of the Executive, the Executive
shall receive an amount of compensation computed as follows:
That portion of the Executive's normal monthly basic compensation which
bears the same ratio to the Executive's normal monthly basic compensation
as the amount of time which the Executive is able to devote to the usual
performance of services on behalf of the Company during such period bears
to the total time the Executive devoted to performing such services
prior to the commencement date of the single period of disability, and
Such amount shall be calculated by multiplying the Executive's basic
compensation by a fraction, the numerator of which shall be the percentage
of normal services that the Executive is able to perform and the
denominator which shall be the total services that the Executive is able
to perform absent the partial disability.
11.4 COMBINATION OF TOTAL AND PARTIAL DISABILITY
If a single period of disability of the Executive consists of a
combination of total disability and partial disability, the maximum total
disability compensation to which the Executive shall be entitled from the
Company under this disability provision shall not exceed an amount equal
to one (1) times the Executive's normal monthly basic compensation.
11.5 BROKEN PERIODS OF DISABILITY
A period of disability may be continuous or broken. If broken into partial
periods of disability which are separated by intervening periods of work,
there shall be aggregated together all of such successive partial periods
of disability except any period prior to the time when any single period
of work extends for [6] months or longer; and such aggregated periods of
disability shall be treated as a single period in determining the amount
of disability compensation to which an Executive shall be entitled under
any provision of this Section.
Employment Agreement Page 5 of 11
11.6 TERMINATION DUE TO DISABILITY
If and when the period of total or partial disability of the Executive
totals 6 months, the Executive's employment with the Company shall
automatically terminate. Notwithstanding the foregoing, if the disabled
Executive and the Company agree, the disabled Executive may thereafter be
employed by the Company upon such terms as may be mutually agreeable.
11.7 COMMENCEMENT DATE OF DISABILITY
The commencement date of a period of disability, whether it be a
continuous period or the aggregate of successive partial periods, shall be
the first day on which the Executive is disabled.
11.8 DISPUTE REGARDING EXISTENCE OF DISABILITY
Any dispute regarding the existence, extent or continuance of the
disability shall be resolved by the determination of a majority of three
(3) competent physicians, one (1) of whom shall be selected by the
Company, one (1) of whom shall be selected by the Executive and the third
(3rd) of whom shall be selected by the other two (2) physicians so
selected.
11.9 DEATH OF EXECUTIVE
In the event the Executive shall die during the term hereof, the Company
shall pay to the Executive's surviving spouse, or if the Executive shall
leave no surviving spouse, then to the Executive's estate, only such
amounts as may have been earned by the Executive prior to the Executive's
date of death, but which were unpaid at date of death.
12. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENTS
Executive recognizes and acknowledges that all records with respect to
clients, business associates, customer or referral lists, contracting
parties and referral sources of the Company, and all personal, financial
and business and proprietary information of the Company, its Executives,
officers, directors and shareholders obtained by the Executive during the
term of this Agreement and not generally known in the public (the
"Confidential Information") are valuable, special and unique and
proprietary assets of the Company's business. The Executive hereby agrees
that during the term of this Agreement and following the termination of
this Agreement, whether the termination shall be voluntary or involuntary,
or with or without cause, or whether the termination is solely due to the
expiration of the term of this Agreement, the Executive will not at any
time, directly or indirectly, disclose any Confidential Information, in
full or in part, in written or other form, to any person, firm, Company,
association or other entity, or utilize the same for any reason or purpose
whatsoever other than for the benefit of and pursuant to authorization
granted by the Company. "Confidential Information" shall also include any
information (including, but not limited to, technical or nontechnical
data, a formula, a pattern, a compilation, a program, a device, a method,
a technique, a drawing, a process, financial data, financial plans,
product plans, or a list of actual or potential customers) that: (i)
derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use; and (ii)
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy. In the case of Company's business, Company's Trade
Secrets include (without limitation) information regarding names and
addresses of any customers, sales personnel, account invoices, training
and educational manuals, administrative manuals, prospective customer
leads, in whatever form, whether or not computer or electronically
accessible "on-line."
13. EXCLUSIVE EMPLOYMENT
During employment with the Company, Executive will not do anything to
compete with the Company's present or contemplated business, nor will he
or she plan or organize any competitive business activity. Executive will
not enter into any agreement which conflicts with his duties or
obligations to the Company. Executive will not during his employment or
within [1] year after it ends, without the Company's express written
consent, directly or indirectly, solicit or encourage any
Employment Agreement Page 6 of 11
Executive, agent, independent contractor, supplier, customer, consultant
or any other person or company to terminate or alter a relationship with
the Company.
14. HIRING
The Executive agrees that during the Executive's employment with the
Company and for a period of [1] years following the termination of this
Agreement, whether the termination shall be voluntary or involuntary, or
with or without cause, or whether the termination is solely due to the
expiration of the term of this Agreement, the Executive will not attempt
to hire any other Executive or independent contractor of the Company or
otherwise encourage or attempt to encourage any other Executive or
independent contractor of the Company to leave the Company's employ.
15. ASSIGNMENT AND TRANSFER
Executive's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, and any purported assignment,
transfer or delegation thereof shall be void. This Agreement shall inure
to the benefit of, and be binding upon and enforceable by, any purchaser
of substantially all of Company's assets, any corporate successor to
Company or any assignee thereof.
16. NO INCONSISTENT OBLIGATIONS
Executive is aware of no obligations, legal or otherwise, inconsistent
with the terms of this Agreement or with his undertaking employment with
the Company. Executive will not disclose to the Company, or use, or induce
the Company to use, any proprietary information or trade secrets of
others. Executive represents and warrants that he or she has returned all
property and confidential information belonging to all prior employers.
17. ATTORNEYS' FEES
The parties hereto agree that, in the event of breach or threatened breach
of any covenants of Executive, the damage or imminent damage to the value
and the goodwill of the Company's business shall be inestimable, and that
therefore any remedy at law or in damages shall be inadequate.
Accordingly, the parties hereto agree that the Company shall be entitled
to injunctive relief against Executive in the event of any breach or
threatened breach of any of such provisions by Executive, in addition to
any other relief (including damages) available to the Company under this
Agreement or under law. The prevailing party in any action instituted
pursuant to this Agreement shall be entitled to recover from the other
party its reasonable attorneys' fees and other expenses incurred in such
action.
In the event that either party is required to engage the services of legal
counsel to enforce the terms and conditions of this Agreement against the
other party, regardless of whether such action results in litigation, the
prevailing party shall be entitled to reasonable attorneys' fees, costs of
legal assistants, and other costs from the other party, which shall
include any fees or costs incurred at trial or in any appellate
proceeding, and expenses and other costs, including any accounting
expenses incurred.
18. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Louisiana regard to conflict of law principles.
19. AMENDMENT
This Agreement may be amended only by a writing signed by Executive and by
a duly authorized
Employment Agreement Page 7 of 11
representative of the Company.
20. SEVERABILITY
If any term, provision, covenant or condition of this Agreement, or the
application thereof to any person, place or circumstance, shall be held to
be invalid, unenforceable or void, the remainder of this Agreement and
such term, provision, covenant or condition as applied to other persons,
places and circumstances shall remain in full force and effect.
21. CONSTRUCTION
The headings and captions of this Agreement are provided for convenience
only and are intended to have no effect in construing or interpreting this
Agreement. The language in all parts of this Agreement shall be in all
cases construed according to its fair meaning and not strictly for or
against the Company or Executive.
22. RIGHTS CUMULATIVE
The rights and remedies provided by this Agreement are cumulative, and the
exercise of any right or remedy by either party hereto (or by its
successor), whether pursuant to this Agreement, to any other agreement, or
to law, shall not preclude or waive its right to exercise any or all other
rights and remedies.
23. NONWAIVER
No failure or neglect of either party hereto in any instance to exercise
any right, power or privilege hereunder or under law shall constitute a
waiver of any other right, power or privilege or of the same right, power
or privilege in any other instance. All waivers by either party hereto
must be contained in a written instrument signed by the party to be
charged and, in the case of the Company, by an officer of the Company
(other than Executive) or other person duly authorized by the Company.
24. NOTICES
Any and all notices or other communication provided for herein, shall be
given by registered or certified mail, return receipt requested, in case
of the Company to its principal office, and in the case of the Executive
to the Executive's residence address set forth on the first page of this
Agreement or to such other address as may be designated by the Executive.
25. ASSISTANCE IN LITIGATION
Executive shall, during and after termination of employment, upon
reasonable notice, furnish such information and proper assistance to the
Company as may reasonably be required by the Company in connection with
any litigation in which it or any of its subsidiaries or affiliates is, or
may become a party; provided, however, that such assistance following
termination shall be furnished at mutually agreeable times and for
mutually agreeable compensation.
Arbitration
Any controversy, claim or dispute arising out of or relating to this
Agreement or the employment relationship, either during the existence of
the employment relationship or afterwards, between the parties hereto,
their assignees, their affiliates, their attorneys, or agents, shall be
settled by arbitration in Shreveport, Louisiana. Such arbitration shall be
conducted in accordance with the then prevailing commercial arbitration
rules of the American Arbitration Association (but the arbitration shall
be in front of an arbitrator, with the following exceptions if in
conflict: (a) one arbitrator shall be chosen by Stephen Shows; (b) each
party to the arbitration will pay Its pro rata share of the expenses and
fees of the arbitrator(s), together with other expenses of the arbitration
incurred or approved by
Employment Agreement Page 8 of 11
the arbitrators); and (c) arbitration may proceed in the absence of any
party if written notice of the proceedings has been given to such party.
The parties agree to abide by all decisions and awards rendered in such
proceedings. Such decisions and awards rendered by the arbitrator shall be
final and conclusive and may be entered in any court having jurisdiction
thereof as a basis of judgment and of the issuance of execution for its
collection. All such controversies, claims or disputes shall be settled in
this manner in lieu of any action at law or equity; provided however, that
nothing in this subsection shall be construed as precluding the Company
from bringing an action for injunctive relief or other equitable relief or
relief under the Confidential Information and Invention Assignment
Agreement. The arbitrator shall not have the right to award punitive
damages, consequential damages, lost profits or speculative damages to
either party. The parties shall keep confidential the existence of the
claim, controversy or disputes from third parties (other than the
arbitrator), and the determination thereof, unless otherwise required by
law or necessary for the business of the Company. The arbitrator(s) shall
be required to follow applicable law.
IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN
EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING
HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES
HERETO.
26. SOLICITATION
The Executive further agrees that during the term of this Agreement and
following the termination of this Agreement, whether the termination shall
be voluntary or involuntary, or with or without cause, or whether the
termination is solely due to the expiration of the term of this Agreement,
the Executive will not, in any manner or at any time, solicit or encourage
any person, firm, Company or other business entity who are clients,
business associates or referral sources of the Company to cease doing
business with the Company or to do business with the Executive.
27. COVENANTS INDEPENDENT
Each restrictive covenant on the part of the Executive set forth in this
Agreement shall be construed as a covenant independent of any other
covenant or provisions of this Agreement or any other agreement which the
Company and the Executive may have, fully performed and not executory, and
the existence of any claim or cause of action by the Executive against the
Company whether predicated upon another covenant or provision of this
Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of any other covenant.
28. INJUNCTIVE AND EQUITABLE RELIEF
Executive and Company recognize and expressly agree that the extent of
damages to Company in the event of a breach by Executive of any
restrictive covenant set forth herein would be impossible to ascertain,
that the irreparable harm arising out of any breach shall be irrefutably
presumed, and that the remedy at law for any breach will be inadequate to
compensate the Company. Consequently, the Executive agrees that in the
event of a breach of any such covenant, in addition to any other relief to
which Company may be entitled, Company shall be entitled to enforce the
covenant by injunctive or other equitable relief ordered by a court of
competent jurisdiction.
29. INDEMNIFICATION
The Executive hereby agrees to indemnify and hold the Company and its
officers, directors, shareholders and Executives harmless from and against
any loss, claim, damage or expense, and/or all costs of prosecution or
defense of their rights hereunder, whether in judicial proceedings,
including appellate proceedings, or whether out of court, including
without limiting the generality of
Employment Agreement Page 9 of 11
the foregoing, attorneys' fees, and all costs and expenses of litigation,
arising from or growing out of the Executive's breach or threatened breach
of any covenant contained herein.
30. ACKNOWLEDGMENT
The Executive acknowledges that when this Agreement is concluded, the
Executive will be able to earn a living without violating the foregoing
restrictions and that the Executive's recognition and representation of
this fact is a material inducement to the execution of this Agreement and
to Executive's continued relationship with the Company.
31. SURVIVAL OF COVENANTS
All restrictive covenants contained in this Agreement shall survive the
termination of this Agreement.
32. LIMITATIONS ON AUTHORITY
Without the express written consent from the Company, the Executive shall
have no apparent or implied authority to: (i) Pledge the credit of the
Company or any of its other Executives; (II) Bind the Company under any
contract, agreement, note, mortgage or otherwise; (iii) Release or
discharge any debt due the Company unless the Company has received the
full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose
of any assets of the Company.
33. REPRESENTATION AND WARRANTY OF EXECUTIVE
The Executive acknowledges and understands that the Company has extended
employment opportunities to Executive based upon Executive's
representation and warranty that Executive is in good health and able to
perform the work contemplated by this Agreement for the term hereof.
34. INVALID PROVISION; SEVERABILITY
The invalidity or unenforceability of a particular provision of this
Agreement shall not affect the other provisions hereof, and the Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
35. MODIFICATION
No change or modification of this Agreement shall be valid unless the same
be in writing and signed by the parties hereto.
36. ENTIRE AGREEMENT
This Agreement contains the entire agreement and supersedes all prior
agreements and understandings, oral or written, with respect to the
subject matter hereof. This Agreement may be changed only by an agreement
in writing signed by the party against whom any waiver, change, amendment,
modification, or discharge is sought.
37. DISPUTES
Any controversy, claim or dispute arising out of or relating to this Agreement
or the employment relationship, either during the existence of the employment
relationship or afterwards, between the parties hereto, their assignees, their
affiliates, their attorneys, or agents, shall be litigated solely in state or
federal court in Shreveport, LA. Each party (1) submits to the jurisdiction of
such court, (2) waives the defense of an inconvenient forum, (3) agrees that
valid consent to service may be made by mailing or delivery of such service to
the Secretary of State (the "Agent") or to the party at the party's last known
Employment Agreement Page 10 of 11
address, if personal service delivery can not be easily affected, and (4)
authorizes and directs the Agent to accept such service in the event that
personal service delivery can not easily be effected.
IN WITNESS HEREOF, each party to this Agreement has caused it to be executed at
Minden, Louisiana on the data indicated below.
EXECUTIVE COMPANY
/s/ Stephen J. Shows /s/ Robert A. Zummo
- ------------------------------------------------- --------------------------
Authorized Signature Authorized Signature
Stephen J. Shows, Vice President, General Manager Robert A. Zummo, Chairman
Print Name and Title Print Name and Title
Employment Agreement Page 11 of 11