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Employment Contract - Boots & Coots International Well Control Inc. and Jerry Winchester

                               EMPLOYMENT CONTRACT

This Agreement is made and entered into by and between BOOTS & COOTS
INTERNATIONAL WELL CONTROL, INC., and its wholly owned subsidiaries, referred to
together in this Contract as 'Employer', and JERRY WINCHESTER, referred to in
this Contract as 'Employee'. Employer hereby employs Employee and Employee
accepts such employment on the following terms and conditions:

1.     Term. Employee shall be employed by Employer for a period of five (5)
years from the effective date hereof. This letter agreement shall be
automatically renewed for successive additional five (5) year terms unless
notice of termination is given in writing by either party to the other party at
least thirty (30) days prior to the expiration of the initial term or any such
renewal term.

2.     Duties. Employee shall hold the title of President and Chief Operating
Officer, and shall perform such services regarding the operations of Employer as
are appropriate for the position and as the Board of Directors, or Senior
management, may from time to time request. Employee shall at all times
faithfully, with diligence, and to the best of his ability, experience and
talents, perform all the duties that may be required of and from him pursuant to
the terms of this letter agreement. It is expressly understood and agreed that
in the performance of his duties and obligations hereunder, Employee shall at
all times, be subject to the direction and control of the Executive Committee
and Senior management of Employer.

3.     Compensation. In consideration of the work and other services that 
Employee performs for Boots & Coots hereunder, Boots & Coots shall pay Employee
the following:

                  a) Base Salary. A gross annual base salary of $250,000,
                  payable semi-monthly in accordance with Employer's normal
                  payroll policies, subject to withholding for federal income
                  tax, social security, state and local taxes, if any, and any
                  other sums that Employer may be legally required to withhold;

                  b) Auto Allowance. In addition to the Base Salary, Employer
                  shall pay $12,000 per year for Employee's use of his personal
                  automobile on behalf of Employer. Such auto allowance shall be
                  payable in accordance with Employer's normal payroll policies,
                  subject to withholding for federal income tax, social
                  security, state and local taxes, if any, and any other sums
                  that Employer may be legally required to withhold;

                  c) Incentive Stock Plan. Employer has adopted an Employee
                  Incentive Stock Plan and will, as a condition of employment,
                  award Employee an Option to purchase up to 1,000,000 shares of
                  the $0.00001 par value Common Stock of Employer, at a price
                  equal to eighty percent (80%) of the last bid price of such
                  Common Stock on the American Stock Exchange on the day
                  preceding the date hereof. 200,000 of such Options shall be
                  vested upon execution hereof and the balance shall vest at the
                  rate of 200,000 on each anniversary of Employee's employment
                  and shall be further conditioned upon Employee's continued
                  employment at the time of each vesting.

                  d) Retirement Plan. Employer has proposed to adopt a defined
                  contribution retirement plan permitting employees to
                  contribute a percentage of their annual salary to a managed
                  retirement plan. The amount of such contribution shall be the
                  lesser of 10% of an employee's annual salary, or the maximum
                  permitted by law. Employer will match employee's annual
                  contribution to such a retirement plan by an equal
                  contribution denominated in common stock of Employer.

                  e) Insurance. Employer will provide Employee with coverage
                  under a policy of hospitalization and major medical insurance
                  at no cost to the Employee. Such of Employee's dependants may
                  be covered under such insurance policy, subject to the terms
                  of such policy, at the expense of Employee. Employer will
                  provide life insurance coverage in amount of not less than
                  $250,000 and short term disability insurance coverage in an
                  amount to be determined by the company. Employee acknowledges
                  that Employer may seek to secure a policy of Key Man life
                  insurance on the life of Employee, with death benefits payable
                  to the company. Employee agrees to cooperate with the company
                  in securing the same.

                  f) Annual Review. Employee shall be eligible each year during
                  the five year term of this agreement and each extension hereof
                  for a merit review by the President, Chairman of the Board, or
                  Board of Directors, of Employer to consider increases to
                  Employee's compensation.

                  g) Consideration for Execution. Employer and Employee agree
                  that the market value cannot be established for all inventions
                  that may be discovered or developed by Employee which are
                  required to be transferred and assigned to Employer pursuant
                  to the terms of paragraph 7 of this Agreement. In
                  consideration for the opportunity costs and rights relinquised
                  by Employee for Inventions and for the restrictive covenants
                  contained in paragraphs 6 and 8 hereof, Employer shall pay the
                  sum of $25,000, contemporaniously with the execution herof, as
                  additional consideration for the execution of this Employment
                  Contract. Employee acknowledges that this sum, together with
                  the other considerations set forth herein, is sufficient
                  consideration for his execution hereof and the undertakings
                  contained in paragraphs 6, 7 and 8.

4.     Vacation and Sick Leave. Employee shall be entitled to three weeks of
paid vacation each year of his employment hereunder. Such vacation shall be
taken at such time, or times, as shall not be disruptive to the business of
Employer. Scheduling shall be accomplished with the Executive Committee. In
addition, Employee shall be entitled to paid sick leave of five (5) days for
each year of service to Employer, up to a maximum os fifteen days annually.

5.     Expenses. Boots & Coots shall reimburse Employee for all reasonable 
expenses and disbursements incurred by Employee, and approved by appropriate
designees of the Executive Committee, in the performance of his duties
hereunder, including expenses for entertainment and travel, as are consistent
with the policies and procedures of Employer and Internal Revenue Service
regulations. Travel and other expenses from Employee's home to company's office
are not included. Employer shall furnish Employee with a cellular telephone and
pager, at the expense of Employer.

6.     Confidential Information. Employee acknowledges that in the course of
employment by Employer, Employee will receive certain trade secrets and
confidential information belonging to the Employer which Employer desires to
protect as confidential. For the purposes of this Agreement, the term
'confidential information' shall mean information of any nature and in any form
which at the time is not generally known to those persons engaged in business
similar to that conducted by Employer. Employee agrees that such information is
confidential and that the will not reveal such information to anyone other than
officers, directors and employees of Employer. Upon termination of employment,
for any reason, Employee shall surrender all papers, documents and other
property of Employer.

7.     Information, Ideas, Concepts, Improvements, Discoveries, Inventions, 
etc.. Employee agrees that during his employment he will promptly disclose, in
writing, all information, ideas, concepts, improvements, discoveries and
inventions, whether patentable or not, and whether or not reduced to practice,
which are conceived, developed, made or acquired by Employer, either
individually, or jointly with others, and which relate to the business, products
or services of Employer, or any of its subsidiaries or affiliates, irrespective
of whether such information, idea, concept, improvement, discovery or invention
was conceived, developed, discovered or acquired by Employee on the job, or
elsewhere (collectively, the 'Inventions'). Employer and Employee have agreed as
follows regarding the Inventions:

                  a) All Inventions are, and shall be, the property of Employer.
                  In this context, all drawings, memoranda, notes, records,
                  files, correspondence, manuals, models, specifications,
                  computer programs, maps and all other writings, or materials
                  of any type embodying any such Inventions are and shall be the
                  sole and exclusive property of Employer.

                  b) Employee hereby specifically sells, assigns and transfers
                  to Employer all of his worldwide right, title and interest in
                  an to all such Inventions, and any United States or foreign
                  applications for patents, inventor's certificates or other
                  industrial rights that may be filed thereon, including
                  divisions, continuations, continuations-in-part, reissues
                  and/or extensions thereof, and applications for registration
                  of any names and marks included therewith. Both during the
                  period of Employee's employment by Employer and thereafter,
                  Employee shall assist Employer and its nominees at all times
                  in the protection of such Inventions, both in the United
                  States and all foreign countries, including but not limited
                  to, the execution of all lawful oaths and all assignment
                  documents, not inconsistent with this agreement, requested by
                  Employer, or its nominee in connection with the preparation,
                  prosecution, issuance or enforcement of any applications for
                  United States or foreign letters patent, including divisions,
                  continuations, continuations-in-part, reissue, and/or
                  extensions thereof, and any application for the registration
                  of names and marks included therewith.

                  c) Moreover, if during Employee's employment by Employer,
                  Employee creates any original work of authorship which is the
                  subject matter of copyright relating to Employer's business,
                  products, or services, whether such work is created solely by
                  Employee or jointly with others, Employer shall be deemed the
                  author of such work if the work is prepared by Employee in the
                  scope of his or her employment; or, if the work is not
                  prepared by Employee within the scope of his

                  or her employment, but is specifically ordered by Employer as
                  a contribution to a collective work, as a part of a motion
                  picture or other audiovisual work, as a translation, as a
                  supplementary work, as a compilation or as an instructional
                  text, then the work shall be considered to be a work made for
                  hire and Employer shall be the author of the work. In the
                  event such work is neither prepared by the Employee within the
                  scope of his or her employment or is not a work specially
                  ordered and deemed to be a work made for hire, then Employee
                  hereby agrees to assign, and by these presents, does assign,
                  to Employer an undivided one-half interest in and to all of
                  Employee's worldwide right, title and interest in and to the
                  work and all rights or copyright therein, including but not
                  limited to, the execution of all formal assignment documents
                  requested by Employer or its nominee, not inconsistent with
                  this agreement, and the execution of all lawful oaths and
                  applications for registration of copyright in the United
                  States and foreign countries.

8.     Agreement Not To Solicit. During the term hereof and for a period of one
year after the termination of employment hereunder (the 'Termination Date'),
regardless of how terminated, Employee will not, singly, jointly, or as a
partner, member, contractor, employee or agent of any partnership or as an
officer, director, employee, agent, contractor, stockholder or investor in any
other entity or in any other capacity, directly or indirectly:

                  a) induce, or attempt to induce, any person or party who, on
                  the Termination Date is employed by or affiliated with Boots & Coots or at any dime during the term of this covenant is, or
                  may be, or becomes an employee of or affiliated with Employer,
                  to terminate his, her or its employment or affiliation with

                  b) induce, or attempt to induce, any person, business or
                  entity which is or becomes a customer or supplier of Employer,
                  or which otherwise is a contracting party with Employer, as of
                  the Termination Date, or at any time during the term hereof,
                  to terminate any written or oral agreement or understanding
                  with Employer, or to interfere in any manner with any
                  relationship between Employer and such customer or supplier;

                  c) employ or otherwise engage in any capacity any person who
                  at the Termination Date or at any time during the period two
                  years prior thereto was employed, or otherwise engaged, in any
                  capacity by Employer and who, by reason thereof is or is
                  reasonable likely to be in possession of any confidential

Employee acknowledges and agrees that the provisions of this paragraph
constitute a material, mutually bargained for portion of this consideration to
be delivered under this letter agreement and that it is a condition precedent to
the creation and existence of Employer's obligations hereunder.

9.     Termination for Cause. Employer may terminate employment of Employee
under this letter agreement if any of the following occur:

                  a) the death of Employee;

                  b) the Employee becomes, in the good faith opinion of
                  Employer, physically or mentally disabled, for a period of
                  more than sixty (60) consecutive days, or for a period of more
                  than ninety (90) days in the aggregate during a twelve (12)
                  month period, to extent he is unable to perform his duties

                  c) the Employee breaches any material provision of this

                  d) the Employee fails, or refuses to perform any job duty
                  resulting in substantial prejudice to Employer's business
                  interests; or

                  e) the Employee engages in conduct, if not in connection with
                  the performance of his duties hereunder, which would result in
                  substantial prejudice to the interests of Employer if he were
                  retained as an employee.

In the event of a termination for cause pursuant to the provisions of this
letter agreement, Employer shall give a written statement to Employee specifying
the event causing such termination, and the termination will be immediately
effective. In the event of a termination for cause pursuant to the provision
above, this agreement shall be wholly terminated and Employee shall not be
entitled to any further compensation or any other benefits provided for herein,
and shall not be entitled to severance pay. However, any of the provisions of
this agreement relating to activities and conduct after the termination of the
employment relationship between Employer and Employee shall remain in full force
and effect, and be enforceable.

10.     Termination and Compensation. In the event that Employer elects to
terminate Employee from employment prior to the expiration of a five (5) year
initial term, or renewal term, of this Agreement for any reason other than
termination for cause as expressly provided for in Paragraph 9, then, and in
that event, Employer shall pay to Employee, on the effective date of such
termination, the following compensation: (1) a lump sum payment equal to one
year's gross annual base salary, (2) a lump sum payment equal to three months
automobile allowance, and (3) shall continue the payment of premiums for
hospitalization and major medical insurance for the lesser period of either
twelve (12) months or the date on which Employee secures full time employment
that affords equivalent medical coverage.

11.     Notices. All notices or other communications pursuant to this contract
may be given by personal delivery, or by certified mail, addressed to the home
office of Boots & Coots or to the last known address of Employee. Notices given
by personal delivery shall be deemed given at the time of delivery, and notices
sent by certified mail shall be deemed given when deposited with the U. S. Post

12.     Notices. All notices or other communications pursuant to the Agreement
may be given by personal deliver, or by certified mail, addressed to the home
office of Employer or the last known address of Employee. Notices given by
personal delivery shall be deemed given at the dime of delivery, and notices
sent by certified mail shall be deemed given when deposited with the U. S.
Postal Service.

13.     Entirety of Agreement. This letter agreement contains the entire
understanding of the parties and all of the covenants and agreements between the
parties with respect to the employment.

14.     Governing Law. This letter agreement shall be construed and enforced in
accordance with, and be governed by, the laws of the State of Texas.

15.     Waiver. The failure of either party to enforce any rights hereunder
shall not be deemed to be a waiver of such rights, unless such waiver is an
express written waiver which has been signed by the waiving party. Waiver of one
breach shall not be deemed a waiver of any other breach of the same or any other
provision hereof.

17.     Assignment. This letter agreement shall not be assignable by Employee.
In the event of a future disposition of the properties and business of Boots & Coots by merger, consolidation, sale of assets, or otherwise, then Boots & Coots
may assign this letter agreement and all of its rights and obligations to the
acquiring or surviving entity; provided that any such entity shall assume all of
the obligations of Boots & Coots hereunder.

18.     Arbitration. Any dispute, controversy or claim arising out of or
relating to this Agreement and Employee's job duties shall be submitted to and
finally settled by binding arbitration to be held in Houston, Texas, in
accordance with the rules of the American Arbitration Association in effect on
the date of this letter agreement, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. All
agreements contemplated herein to be entered into to which the parties hereto
are parties shall contain provisions which provide that all claims, actions or
disputes pursuant to, or related to, such agreements shall be submitted to
binding arbitration.

This Employment Contract is entered into this the _____ day of _________, 1998.



    L. H. Ramming, Chairman


Jerry Winchester

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