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EXHIBIT 10.11
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered as of the
1st day of June, 1996, by and between Venus Energy PLC, a company organized and
existing under the laws of the United Kingdom ("Company"), and E. L. Ames, Jr.,
an individual residing in San Antonio, Bexar County, Texas ("Employee").
FOR AND IN CONSIDERATION of the mutual covenants herein contained and
the mutual benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. EMPLOYMENT. Company hereby employs Employee and Employee
hereby accepts employment with Company on the terms and conditions herein set
forth. In consideration of Employee's employment by Company, Employee agrees
to the terms, conditions and covenants of this Agreement.
2. TERM OF EMPLOYMENT. Employment of Employee by Company shall
be for a term of three (3) years.
3. DUTIES AND RESPONSIBILITIES. Employee shall serve as Chief
Executive Officer and, if elected by the Board of Directors of the Company,
Chairman of the Board of Directors of the Company.
3.01 EXTENT OF SERVICES. Employee shall devote his efforts to
the advancement of the interests of the Company's business,
and he shall pursue no new business interests other than
passive investments, without the prior written approval of the
Company, which approval shall not be unreasonably withheld.
Employee shall minimize the interference any such activities
have on the conduct of the Company's business.
3.02 APPROVED OTHER BUSINESS INTERESTS. The Company
understands and accepts the facts that the Employee owns
certain interests in oil and gas properties in his own right
and that the Employee may develop those interests and the
surrounding Areas of Mutual Interest without offering same to,
or in any way involving, the Company. However, Employee
agrees that he will not acquire any new interests outside of
such Areas of Mutual Interests and that all new oil and gas
projects in which he is involved outside of such Areas of
Mutual Interest will be considered a Company project.
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4. COMPENSATION AND BENEFITS. The compensation and other
benefits listed below as payable to or accruing to Employee shall constitute
the full consideration to be paid to Employee for all services to be rendered
by Employee to Company and all other agreements of Employee hereunder.
4.01 BASE SALARY. As compensation for all services of
whatever type rendered by Employee in the performance of his
duties under this Agreement and for all other agreements and
undertakings of Employee hereunder, Company shall pay to
Employee a base salary to be determined from time to time and
approved by the Board of Directors; however, in no event will
such salary be less than $_______ per year. Such salary shall
be payable in equal regular installments in accordance with
Company's customary payroll payment policy. It is
specifically understood and agreed that a portion of
Employee's annual base salary hereunder is attributable to
Employee's agreement, pursuant to Section 8 hereof, to
maintain the confidentiality of "Confidential Information" (as
herein defined), both during and after the term of this
Agreement, and that Employee's salary would be reduced
significantly if Employee did not agree to be bound by the
terms of Section 8. It is further understood and agreed that
a portion of Employee's annual base salary is attributable to
Employee's agreement, pursuant to Section 9 hereof, not to
compete with Company either during or for a specified period
of time after the expiration or termination of this Agreement
and that Employee's annual salary would be reduced
significantly if Employee did not agree to be bound by the
terms of Section 9 hereof. Employee agrees that he is being
fairly and reasonably compensated for the agreements
undertaken by Employee pursuant to Sections 8 and 9 hereof.
4.02 BENEFITS. Employee shall be entitled to four weeks
paid vacation each year, the times for such vacation to be
mutually agreed upon by Employee and Company. Employee shall
be entitled to participate in the Company benefit programs
designed for Company employees with similar salaries, duties
and responsibilities.
4.03 EXPENSES. Company shall pay or reimburse Employee
for all reasonable and necessary expenses actually incurred or
paid by Employee during the term of this Agreement in the
performance of Employee's services under this Agreement, upon
presentation of expense statements or vouchers or such other
supporting documents as Company may reasonably require.
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4.04 AUTOMOBILE. The Company shall provide Employee an
automobile of class, style and age that are commensurate with
the position he holds and the needs of Employee in that
position.
5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. Employee
represents, warrants and agrees that: (i) Employee is not currently bound by
any employment agreement, restriction or other obligation of any kind that
would in any way materially interfere with or be inconsistent with the services
to be provided by Employee to Company hereunder; and (ii) Employee is free to
enter into this Agreement and the services and work product provided by
Employee to Company hereunder will be original works of Employee.
6. REGULATIONS AND POLICIES. Employee shall, during the term of
this Agreement, comply with all Company regulations and policies, including,
without limitation, security regulations.
7. CONFIDENTIAL INFORMATION. The term "Confidential
Information," as used herein, shall mean and include any and all documents,
knowledge, data or information (in whatever medium) known, communicated,
provided or made available to Employee, whether before or after the execution
of this Agreement, which are marked within a confidentiality legend by Company
or which Employee knows or reasonably should know constitute trade secrets of
Company or information belonging to third parties to whom Company may have an
obligation of confidentiality; provided, however, that Confidential Information
shall not include any information or materials which are or become generally
available to the public other than as a result of any breach of the provisions
of this Agreement or any other agreement between Employee and Company (or their
respective successors, assigns or affiliates).
8. CONFIDENTIALITY. Employee acknowledges and agrees that in his
employment by Company he occupies a position of trust and confidence and that
during the term of his employment under this Agreement he will have access to
and will become familiar with Company's Confidential Information. Employee
further acknowledges and agrees that the Confidential Information, including
any and all copies thereof, constitutes trade secrets of Company and is
confidential and proprietary information of Company. Employee further
acknowledges and agrees that he has no right, title, interest or claim in or to
any of the Confidential Information or any copies thereof. Employee agrees to
maintain the confidentiality of the Confidential Information and agrees that he
will not take, or permit to be taken, any action with respect to the
Confidential Information (or any portion thereof) which is inconsistent with
the confidential and proprietary nature of such information. Without limiting
the generality of the foregoing, Employee agrees that he will not, directly or
indirectly, without the prior specific written consent of Company, except as
specifically required in the course of his employment,
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(i) communicate, divulge, transmit or otherwise disclose any
Confidential Information to any person, firm, partnership,
corporation or other entity, or
(ii) use any Confidential Information in any manner except as
specifically required in connection with the performance of
services hereunder.
Employee agrees to take any and all steps reasonably necessary to
protect the confidentiality of the Confidential Information. Employee shall,
upon termination of this Agreement, immediately return to Company all
Confidential Information in Employee's control or possession, including,
without limitation, any and all copies thereof. This Section shall survive the
expiration or termination of this Agreement for a period of three (3) years.
9. RESTRICTIVE COVENANT AND NONCOMPETITION.
9.01 UPON TERMINATION. As an independent covenant, Employee agrees
that, for a period of three (3) years commencing upon the termination
of this Agreement by expiration of its term or by the Company for
cause, as provided in Section 12 of this Agreement, Employee will not,
unless granted express written permission by the Board of Directors of
Company, develop, work on or in any way advance, directly or
indirectly, as an officer, director, stockholder, employee, advisor,
consultant, partner, owner, agent, representative or in any other
capacity, any competitor of Company or any other third party, any oil,
gas and mineral exploration or production from the geographic areas,
horizons, plays, formations or trends that the Company was studying to
any significant extent during his employment; provided, however, that
the foregoing shall not prohibit Employee from becoming a passive
shareholder owning less than five percent (5%) of the shares of
another corporation whose shares are publicly traded.
9.02 COMPANY EMPLOYEES. As an independent covenant, Employee agrees,
during the term of this Agreement and, upon termination or expiration
of this Agreement for any reason, for a period of eighteen (18) months
thereafter, not to induce or attempt to influence any employee of
Company to terminate his or her employment with Company.
9.03 REASONABLENESS. Employee acknowledges and agrees that the
covenants and agreements set forth in this Section are made to protect
the legitimate business interests of Company, including Company's
interest in Confidential Information, and not to restrict his mobility
or to prevent him from utilizing his skills. Employee recognizes and
acknowledges the necessarily national and international scope of the
market served by Company and agrees that the restrictions set forth in
this Section are reasonable.
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9.04 SURVIVAL. This Section 9 shall survive the expiration or
termination of this Agreement.
10. PERFORMANCE BY EMPLOYEE. Employee acknowledges and agrees
that the value of the Confidential Information and the success and long-term
viability of Company depends largely upon Employee's performance of his
obligations under Sections 8 and 9 of this Agreement.
11. INJUNCTIVE RELIEF. Employee acknowledges and agrees that in
the event of any unauthorized use or disclosure of Confidential Information in
violation of the terms and conditions of Section 8 of this Agreement by
employee, or any breach of any of the terms and conditions of Section 9 of this
Agreement by Employee, Company will suffer irreparable injury not compensable
by money damages and, therefore, will not have an adequate remedy available at
law. Accordingly, if Company institutes an action or proceeding to enforce the
provisions of Section 8 or 9 of this Agreement, Company shall be entitled to
obtain such injunctive relief or other equitable remedy from a court of
competent jurisdiction as may be necessary or appropriate to prevent or curtail
any such breach, threatened or actual. The foregoing shall be in addition to
and without prejudice to such other rights as Company may have at law or in
equity.
12. TERMINATION.
12.01 TERMINATION. Employee's employment hereunder is terminable,
with cause, at the will of either Company or Employee upon the giving
of 30 days' prior written notice by either party; otherwise, it shall
continue for the term of the Agreement as specified in Section 2, at
which time it shall terminate. If Employee's employment is terminated
for cause by the Company before the expiration of the term of the
Agreement, Company shall discontinue Employee's compensation as of the
effective date of the termination of Employee's employment. If
Employee's employment is terminated for cause by the Employee, is
terminated involuntarily, including, without limitation, termination
resulting from the death or mental or physical disability of Employee,
or is terminated without cause by the Company, Employee's regular
compensation shall continue for the remainder of the term of the
Agreement. For purposes of this Agreement, "for cause" shall mean:
(a) Any willful or intentional act of either Employee or the
Company that has or will have the effect of injuring the
reputation or business relationships of the other party or its
affiliates;
(b) The non-terminating party's conviction of or entering a
plea of nolo contendere to a charge of felony or a misdemeanor
involving dishonesty or fraud;
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(c) The non-terminating party's material breach of any of the
terms, covenants or conditions contained in this Agreement;
provided, however, that with respect to any breach that can be
effectively cured by some act of a party, termination of this
Agreement shall be revoked if, within ten (10) days after
receipt of notice of such breach from the non-breaching party,
the breaching party cures such breach to the reasonable
satisfaction of the other party or, if such cure cannot
reasonably be accomplished within such ten (10) day period, if
the breaching party initiates efforts to cure such breach
within such ten (10) day period and diligently pursues such
cure efforts thereafter until such cure is accom- plished; or
(d) The non-terminating party's repeated or continuous
failure, neglect or refusal to perform its duties under this
Agreement.
Until the effective date of termination, Employee, if requested to do
so by Company, shall continue to render services to Company.
12.02 NO DUTY TO MITIGATE. Employee shall not be required to
mitigate the amount of any post-employment payment or benefit paid or
provided to Employee under this Agreement by seeking other employment
or otherwise, nor shall the amount of any such payment or benefit paid
or provided to Employee under this Agreement be reduced or offset by
any compensation earned by Employee as the result of employment by
another employer or otherwise.
13. EFFECT OF TERMINATION. Upon the termination or expiration of
this Agreement: (i) Employee shall immediately return to Company any and all
Confidential Information in his possession or control (including, without
limitation, all copies thereof and all materials incorporating such
Confidential Information), (ii) Employee shall have no further obligation to
perform services for Company hereunder, provided, however, that Employee shall
continue to be bound by the terms of Sections 8 and 9 hereof, and (iii) except
to the extent specifically provided in Section 12 above, Company shall have no
further obligation to compensate or provide benefits to Employee hereunder.
14. BUSINESS KNOWLEDGE AND EXPERIENCE. Notwithstanding anything
to the contrary contained in this Agreement, it is specifically understood and
agreed that Employee has, prior to entering into this Agreement, developed
significant business expertise, ideas and experience (collectively "Business
Experience") that such Business Experience, to the extent it applies to
business operations generally and not to the specific operations, technologies
or trade secrets of Company, shall not be
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deemed to constitute Confidential Information, and nothing contained in Section
8 of this Agreement shall be deemed to prevent Employee form using such general
Business Experience in such a manner as does not violate any of the other terms
and conditions of this Agreement.
15. GENERAL.
15.01 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All
representations, warranties and covenants contained herein shall
survive the execution of this Agreement and the consummation of the
transactions contemplated hereby.
15.02 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
heirs, successors, assigns and legal representatives, but it shall not
be assignable by Employee. Any purported assignment in violation of
the foregoing shall be invalid and of no force and effect. No
assignment of this Agreement shall relieve the assigning party of any
obligation or liability hereunder.
15.03 NOTICES. Any notice, demand, payment, request, response or
other communication provided for herein or given hereunder to a party
hereto shall be in writing and shall be deemed to have been duly given
if signed by the party giving it. Notice shall be deemed effective
upon delivery by hand, or on the third business day after it is
deposited in the United States mail, postage prepaid (registered or
certified mail) or on the business day after it is sent by federal
express or similar overnight service to the address of the parties
listed below:
If to Company: John Y. Ames,
President
700 N. St. Mary's St., Suite 1900
San Antonio, Texas 78205
If to Employee: E. L. Ames, Jr.
700 N. St. Mary's St., Suite 1900
San Antonio, Texas 78205
or to such other address as the party to receive such communication
has last designated by notice delivered to the other party in
accordance with the foregoing provisions.
15.04 WAIVER. Failure to delay in insisting upon strict compliance
with any provision hereof shall not be deemed a waiver of such
provision or any other provision hereof with respect to prior,
contemporaneous or subsequent occurrences. No waiver by either party
of any right hereunder or of any default shall be binding upon such
party unless such waiver is
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in writing and signed by Employee (in the case of Employee) or a duly
authorized officer of Company in the case of Company.
15.05 GOVERNING LAW; VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. Employee
and Company hereby agreed that the sole and exclusive place of
jurisdiction and venue for resolution of any disputes arising
hereunder or relating hereto shall be San Antonio, Bexar County,
Texas, and Employee hereby specifically consents to personal
jurisdiction in such location.
15.06 ENTIRE AGREEMENT. This Agreement, as may be amended from time
to time, shall represent the sole and entire agreement between
Employee and Company respecting the employment relationship between
Company and Employee. There are no representations, agreements,
arrangements or understandings, oral or written, between or among the
parties hereto relating to the employment relationship between Company
and Employee that are not fully expressed in this Agreement. This
Agreement may be amended only by a writing signed by both parties.
15.07 SEVERABILITY. The provisions of this Agreement are severable
and the invalidity or unenforceability of any provision hereof shall
not affect the validity or enforceability any other provision. In
addition, in the event that any provision of this Agreement (or
portion thereof) is determined by a court to be unenforceable as
drafted by virtue of the scope, duration, extent or character of any
obligation contained therein, the parties acknowledge that it is their
intention that such provision (or portion thereof) shall be construed
in a manner designed to effectuate the purposes of such provision to
the maximum extent enforceable under applicable law.
15.08 ATTORNEYS' FEES. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection
with any of the provisions of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and other
costs incurred in that action or proceeding, in addition to any other
relief to which it may be entitled.
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15.09 REMEDIES CUMULATIVE. All remedies provided for in this
Agreement shall be cumulative and in addition to, and not in lieu of,
any other remedies available to either party under this or any other
agreement between the parties or at law, in equity or otherwise.
15.10 LANGUAGE. The language used in this Agreement shall be deemed
to be language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction against any party shall
apply to any term or condition of this Agreement.
15.11 MEDIATION AND ARBITRATION. THE PARTIES HEREBY AGREE THAT ANY
CONTROVERSY ARISING BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING
BUT NOT LIMITED TO COMMON LAW, STATUTORY, TORT OR CONTRACT CLAIMS OR
OTHER CLAIMS IN ANY MANNER WHATSOEVER PERTAINING TO THIS AGREEMENT OR
ANY OTHER DISPUTE BETWEEN THE PARTIES (OR ANY AGENT, OFFICER, DIRECTOR
OR AFFILIATE OF ANY PARTY) ("DISPUTE") SHALL BE SUBMITTED TO MEDIATION
AND, FAILING TO REACH A SETTLEMENT IN MEDIATION, TO BINDING
ARBITRATION IN ACCORDANCE WITH THE RULES OF THE CPR INSTITUTE FOR
DISPUTE RESOLUTION.
Notwithstanding anything to the contrary in this Agreement, this
arbitration provision shall be governed by the provisions of the
Federal Arbitration Act, 9 U.S.C. Section 1 et seq. Judgment upon the
arbitration award may be entered in any court having jurisdiction
thereof.
15.12 HEADINGS. The descriptive headings of the sections, paragraphs
and subparagraphs hereof are inserted for convenience only and do not
constitute a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY:
VENUS ENERGY PLC
By:
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John Y. Ames,
President
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EMPLOYEE:
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E. L. Ames, Jr.
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