EMPLOYMENT CONTRACT
IWC SERVICES, INC, d/b/a INTERNATIONAL WELL CONTROL, and its wholly owned
subsidiaries, IWC DE VENEZUELA and HELL FIGHTERS, INC, referred to together in
this Contract as Employer, hereby employs Danny R. Clayton, referred to in this
Contract as Employee, who accepts employment on the following terms and
conditions:
1. TERM OF EMPLOYMENT. By this Contract, Employer employs Employee, and
Employee accepts employment with Employer, for a period of five (5) years
beginning on the 1st day of June, 1995, unless sooner terminated as provided
herein. This Contract shall be automatically renewed for successive additional
two (2) year terms unless notice of termination is given in writing by either
party to the other party at least thirty (90) days prior to the expiration of
the initial term or any such renewal term.
2. DUTIES OF EMPLOYEE. Employee shall perform such duties and responsibilities
as are assigned to Employee by Employer. Employee may be assigned duties and
responsibilities related to the affairs of any or all of IWC SERVICES, INC., IWC
DE VENEZUELA, or HELL FIGHTERS, INC. Nothing herein shall be construed to
require Employer to maintain Employee in the designated position or any
particular position for the entire term of this Agreement, and such position may
be changed from time to time as directed by the Board of Directors or management
of Employer. Employee shall devote substantially all of his time to Employer
and shall exclusively conduct the business of Employer. The expenditure of
reasonable amounts of time by the Employee for personal, charitable or
professional activities shall not be a breach of this Agreement, provided such
activities do not materially interfere with the services required to be rendered
by Employee under this Agreement, and are not contrary to the business or other
interests of the Employer. Employee recognizes and acknowledges that the
principal business of Employer is fighting fires at oil and gas well sites,
providing consulting services and developing blowout contingency plans to, and
for, oil and gas operators. The Employee will be required to travel
extensively, and for long periods of time, including overseas and to undeveloped
and remote parts of the world. The Employee further recognizes and acknowledges
that the duties to which he will be assigned may be hazardous and expose the
Employee to the dangers associated with such activities, and that the
compensation provided for herein is calculated to compensate Employee for
exposure to such hazardous situations.
3. COMPENSATION.
A. Base Salary. As compensation for services rendered pursuant to this
Contract, Employee shall be paid by Employer a salary of not less than
$80,000.00 per year, paid in regular installments not less often than semi-
monthly in accordance with the payroll policies of the Employer, during the term
of employment. Nothing herein shall preclude the parties from mutually agreeing
to pay compensation in excess of that set forth above for all or any part of the
term.
B. Incentive Pay/Profit Sharing. In addition to the base salary as
provided above, Employee shall participate in Employer's Incentive Pay/Profit
Sharing Plan ('Plan'). The plan provides that twenty percent (20%) of the net
profits of Employer, after providing a ten percent (10%) return to shareholders,
be established a fund for distribution to employees of Employer pursuant to the
Plan. Each employee participant in the Plan shall be credited with a number of
'base points', the sum of which is currently eighty (80), to be used in
determining the dollar amount of the employee's participation in the Plan.
Twenty (20) additional 'points' shall be credited to employee participants each
year by the executive committee of the Board of Directors of Employer, based
upon performance. At the end of each calendar year, the fund will be divided by
the number of 'points' of the employee participants and will be distributed
accordingly. Each employee shall have five (5) 'base points' during the term of
his employment. Nothing herein, however, shall prevent Employer from
periodically revising or altering such compensation for all employee
participants..
C. Site Pay. Employee shall participate in the Site Pay Program
previuosly adopted by the Company.
D. Stock Rights. In addition to the compensation set forth above,
Employer will issue to Employee a certificate representing 10,000 shares of the
common stock of IWC Services, Inc. for the purchase price of $100.00 which the
parties agree is the fair value thereof at the time of this agreement. Such
stock will be subject to the terms of a Shareholders Agreement, a copy of which
is attached hereto as Exhibit A and a Voting Trust Agreement, a copy of which is
attached hereto as Exhibit B. Employee agrees to execute the Shareholders
Agreement and the Voting Trust Agreement and will be bound by all of the terms
of each agreement.
4. REIMBURSEMENT OF BUSINESS EXPENSES. Employee is authorized to incur
reasonable business expenses in conducting the business of Employer. Employer
may from time to time adopt policies and procedures specifying the nature and
amount of expenses that will be considered reasonable, and the statements
contained in such policies and procedures shall be considered conclusive as to
such matters. Employer will reimburse Employee for such actual, out of pocket
expenses, upon the Employee's presentation and itemized account of such expenses
in the form required by the then properly adopted policies and procedures of
Employer.
5. EMPLOYEE BENEFITS. During the term hereof, Employee shall be entitled to
participate in all employee benefit plans from time to time made available to
employees of Employer, including any retirement plan, profit sharing plan, group
life, health, disability or accident insurance plan, vacation, sick leave, or
other benefit plan on the same basis as other employees in similar positions..
6. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE. Employee represents and
warrants to Employer that:
A. Employee is under no contractual or other restriction or obligation
compliance with which is inconsistent with the execution of this Agreement, the
performance of Employee's obligations hereunder, or the other rights of the
Employer hereunder.
B. Employee has no physical or mental disability that would hinder the
performance of Employee's obligations under this Agreement.
7. CONFIDENTIAL INFORMATION. Employee acknowledges that in the course of
employment by Employer, Employee will receive certain trade secrets and
confidential information belonging to Employer which Employer desires to protect
as confidential. For the purposes of the 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 similiar to
that conducted by Employer. Employee agrees that such information is
confidential and that he will not reveal such information to anyone other than
officers, employees and directors of Employer. Upon termination of employment
for any reason whatsoever, whether or not in breach of this Contract, Employee
shall surrender to Employer all papers, documents and other property of
Employer.
8. OBLIGATION OF LOYALTY TO EMPLOYER. During the term of employment by
Employer, Employee agrees that he will not:
A. Make a statement or perform any act intended to advance an interest of
any existing or prospective competitor of the Employer in any way; that will or
may injure the Employer in any way; or solicit or encourage any other employee
of Employer to do any such act;
B. Inform any existing or potential customer, supplier or creditor of the
Employer that Employee intends to resign; or make any statement or do any act
intended to cause any existing or potential customer, supplier or creditor of
Employer to learn of Employee's intention to resign; or
C. Discuss with any existing or potential customer, supplier or creditor
of the Employer the present or future availability of services provided by a
business that competes with or where such services are competitive with services
that the Employer provides.
9. AGREEMENT NOT TO COMPETE.
A. Scope of Agreement Not to Compete. Employee hereby agrees that during
the term of this Agreement, and for one (1) year thereafter, Employee will not,
directly or indirectly, be employed by, or provide consulting, advise, or
services to, any business, individual, firm, partnership or corporation, other
than Employer herein, which is engaged in the oil or gas well control or
firefighting business. Employer and Employee acknowledge and agree that the
geographic scope of this covenant is worldwide, for the time period set forth
herein, in recognition of the worldwide market served by Employer.
B. Consideration for Agreement Not to Compete. Employer and Employee
recognize and agree that the total consideration provided for herein, including
in particular the stock rights provided to Employee herein, are paid, in part,
to Employee in consideration of this agreement not to compete, and that if this
agreement not to compete were not a part of this Agreement, such stock rights
would not be granted herein.
C. Survival of Agreement Not to Compete After Termination of This
Agreement. This Agreement not to compete shall survive the termination, whether
for cause or for expiration of its term, of this Agreement.
D. Enforcement of Agreement Not to Compete. In the event of a breach of
the agreement not to compete by Employee, Employer may pursue any and all
remedies available to it under law or equity. Employee agrees and acknowledges
that a breach of the agreement not to compete by Employee will result in
continuing and irreparable harm to Employer for which there would be no adequate
remedy at law, and that injunctive relief would be appropriate.
10. TERMINATION OF EMPLOYMENT FOR CAUSE.
A. Basis for Termination for Cause. Employer may terminate employment of
Employee under this provision if any of the following occur:
(1) The death of Employee;
(2) The Employee becomes, in good faith opinion of the Employer, physically
or mentally disabled, for a period of more than thirty (30) consecutive days, or
for a period of more than sixty (60) days in the aggregate during a twelve (12)
month period, to perform his duties on a full time basis;
(3) Employee breaches any material provision of this Contract;
(4) Employee commits, is arrested or officially charged with any felony, or
any crime
involving moral turpitde, which, in the good faith opinion of
Employer, would impair Employee's ability to perform his duties hereunder or
would impair the business reputation of the Employer;
(5) Employee misappropriates any funds or property of Employer;
(6) Employee fails or refuses to comply with the policies, standards or
regulations of Employer; or
(7) Employee engages in conduct, even if not in connection with the
performance of his duties hereunder, which would result in serious prejudice to
the interests of Employer if he were retained as an employe.
B. Statement of Termination for Cause. In the event of termination for
cause pursuant to this provision, Employer shall give a written statement to
Employee, specifying the event causing such termination, and the termination
will be immediately effective.
C. Compensation Upon Termination for Cause. 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
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 end of the employment relationship between Employer and
Employee shall remain in full force and effect, and be enforceable as provided
for herein.
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 Employer 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
Office.
12. ENTIRETY OF AGREEMENT. This Contract contains the entire understanding of
the parties and all of the covenants and agreements between the parties with
respect to the employment.
13. GOVERNING LAW. This Contract shall be construed and enforced in accordance
with, and governed by, the laws of the State of Texas.
14. 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 waive of any other breach of the same or any other
provision hereof.
15. ASSIGNMENT. This Agreement shall not be assignable by Employee. A change
in ownership of the stock of Employer shall not affect the validity of the
Agreement. In the event of a future disposition of the properties and businesses
of Employer by merger, consolidation, sale of assets, or otherwise, then the
Employer may assign the Agreement and all of its rights and obligations to the
acquiring or surviving entity; provided that such entity shall assume of the
obligations of Employer hereunder.
Dated this ____ day of _____________________, 1995.
EMPLOYEE: EMPLOYER:
IWC SERVICES, INC. D/B/A INTERNATIONAL
WELL CONTROL AND ITS SUBSIDIARIES,
IWC DE VENEZUELA AND HELL FIGHTERS, INC.
___________________________________ BY:_____________________________________
Danny R. Clayton
Employment Contract - IWC Services Inc. and Danny R. Clayton
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