{"id":39017,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-boots-amp-amp-coots-international-well.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-boots-amp-amp-coots-international-well","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-boots-amp-amp-coots-international-well.html","title":{"rendered":"Employment Agreement – Boots & Coots International Well Control Inc. and L. H. Ramming"},"content":{"rendered":"
\n                             EMPLOYMENT AGREEMENT\n\n\n\nBOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., and its subsidiaries, HELL\nFIGHTERS, INC., IWC SERVICES de VENZUELA, C.A., BOOTS & COOTS de VENEZUELA,\nS.A., BOOTS & COOTS OVERSEAS, LTD. and INTERNATIONAL WELL CONTROL, LTD. ('Boots\n& Coots') hereby employs L. H. RAMMING (hereinafter referred to as 'Employee')\nto continue to be employed and serve as Chairman of the Board and Chief\nExecutive Officer of Boots & Coots, effective August 1, 1997, on the following\nterms and conditions:\n\n\n                                  WITNESSETH\n\n\n1.  Duties.  Employee shall perform such services regarding the operations of\nBoots & Coots as the Board of Directors may from time to time request.  Employee\nshall at all times faithfully, with diligence, and to the best of his ability,\nexperience and talents, perform all the duties that may be required of and from\nhim pursuant to the terms of this letter agreement.  It is expressly understood\nand agreed that in the performance of his duties and obligations hereunder,\nEmployee shall at all times, be subject to the direction and control of the\nBoard of Directors of Boots & Coots.  It is understood and agreed between the\nparties that Employee is actively involved in a number of independent business\nactivities and will not devote his full time to the affairs of Boots & Coots.\nEmployee agrees to devotes such of his time to the affairs of Boots & Coots as\nis reasonably necessary for the performance of his duties as established by the\nBoard of Directors and further agrees to limit his independent business\nactivities to those that do not materially adversely affedt his performance of\nhis duties as an officer and director of Boots & Coots.\n\n2.  Term.  The employment contemplated by this letter agreement shall commence\non August 1, 1997 and continue for a term of one (1) year.\n\n3.  Compensation.  In consideration of the work and other services that Employee\nperforms for Boots & Coots hereunder, Boots & Coots shall pay Employee the\nfollowing:\n\n          a)  Base Salary. During the term hereof, Boots & Coots shall pay\n          Employee a gross annual salary of $125,000, payable semi-monthly in\n          accordance with the company's normal payroll policies, subject to\n          withholding for federal income tax, social security, state and local\n          taxes, if any, and any other sums that Boots & Coots may be legally\n          required to withhold.\n\n          b)  Automobile Allowance. Boots & Coots shall pay Employee the sum of\n          $1,000 per month, in accordance with its normal payroll policies, as\n          reimbursement for use by Employee of his automobile in connection with\n          the performance of\n\n \n          Employee's duties hereunder.\n\n          c)  Incentive Stock Plan. Boots & Coots has proposed to adopt an\n          Employee Incentive Stock Plan that will provide for the award of stock\n          and stock options to employees of the company on the basis of merit in\n          connection with the performance of an employee's duties with the\n          company. Employee shall participate in any incentive awards made by\n          the Board of Directors pursuant to such plan.\n\n          d)  Retirement Plan. Boots & Coots has proposed to adopt a defined\n          contribution retirement plan permitting employees to contribute a\n          percentage of their annual salary to a managed retirement plan. The\n          amount of such contribution shall be the lesser of 10% of an\n          employee's annual salary, or the maximum permitted by law. Boots & Coots will match employee's annual contribution to such a retirement\n          plan by an equal contribution denominated in common stock of Boots & Coots.\n\n          e)  Insurance. Boots & Coots will provide Employee with coverage under\n          a policy of hospitalization and major medical insurance at no cost to\n          the Employee. Such of Employee's dependants may be covered under such\n          insurance policy, subject to the terms of such policy, at the expense\n          of Employee. Boots and Coots will provide life insurance coverage in\n          amount of $50,000 and short term disability insurance coverage in an\n          amount to be determined by the company. Employee acknowledges that\n          Boots & Coots may seek to secure a policy of Key Man life insurance on\n          the life of Employee, with death benefits payable to the company.\n          Employee agrees to cooperate with the company in securing the same.\n\n4.  Expenses.  Boots & Coots shall reimburse Employee for all reasonable\nexpenses and disbursements incurred by Employee, and approved by appropriate\ndesignees of the Executive Committee, in the performance of his duties\nhereunder, including expenses for entertainment and travel, as are consistent\nwith the policies and procedures of Boots & Coots.  Travel and other expenses\nfrom Employee's home to company's office are not included.\n\n5.  Confidential Information.  Employee acknowledges that in the course of\nemployment by Boots & Coots, Employee will receive certain trade secrets and\nconfidential information belonging to the company which Boots & Coots desires to\nprotect as confidential.  For the purposes of this letter agreement, the term\n'confidential information' shall mean information of any nature and in any form\nwhich at the time is not generally known to those persons engaged in business\nsimilar to that conducted by Boots & Coots.  Employee agrees that such\ninformation is confidential and that the will not reveal such information to\nanyone othe than officers, directors and employees of Boots & Coots.  Upon\ntermination of employment, for any reason, Employee shall surrender to Boots & Coots all papers, documents and other property of Boots & Coots.\n\n6.  Agreement Not To Solicit.  During the term hereof and for a period of two\nyears after the termination of employment hereunder (the 'Termination Date'),\nregardless of how terminated,\n\n \nEmployee will not, singly, jointly, or as a partner, member, contractor,\nemployee or agent of any partnership or as an officer, director, employee,\nagent, contractor, stockholder or investor in any other entity or in any other\ncapacity, directly or indirectly:\n\n          a)  induce, or attempt to induce, any person or party who, on the\n          Termination Date is employed by or affiliated with Boots & Coots or at\n          any dime during the term of this covenant is, or may be, or becomes an\n          employee of or affiliated with Boots & Coots, to terminate his, her or\n          its employment or affiliation with Boots & Coots;\n\n          b)  induce, or attempt to induce, any person, business or entity which\n          is or becomes a customer or supplier of Boots & Coots, or which\n          otherwise is a contracting party with Boots & Coots, as of the\n          Termination Date, or at any time during the term hereof, to terminate\n          any written or oral agreement or understanding with Boots & Coots, or\n          to interfere in any manner with any relationship between Boots & Coots\n          and such customer or supplier;\n\n          c)  employ or otherwise engage in any capacity any person who at the\n          Termination Date or at any time during the period two years prior\n          thereto was employed, or otherwise engaged, in any capacity by Boots & Coots and who, by reason thereof is or is reasonable likely to be in\n          possission of any confidential information.\n\nEmployee acknowledges and agrees that the provisions of this paragraph\nconstitute a material, mutually bargained for portion of this consideration to\nbe delivered under this letter agreement and that it is a condition precedent to\nthe creation and existence of Boots & Coots obligations hereunder.\n\n7.  Termination for Cause.  Boots & Coots may terminate employment of Employee\nunder this letter agreement if any of the following occur:\n\n          a)  the death of Employee;\n\n          b)  the Employee becomes, in the good faith opinion of Boots & Coots,\n          physically or mentally disabled, for a period of more than thirty (30)\n          consecutive days, or for a period of more than sixty (60) days in the\n          aggregate during a twelve (12) month period, to extent he is unable to\n          perform his duties hereunder;\n\n          c)  the Employee breaches any material provision of this letter\n          agreement;\n\n          d)  the Employee fails, or refuses to comply with the policies,\n          standards or regulations of Boots & Coots; or\n\n          e)  the Employee engages in conduct, if not in connection with the\n          performance of his duties hereunder, which would result in serious\n          prejudice to the interests of Boots & Coots if he were retained as an\n          employee.\n\n \nIn the event of a termination for cause pursuant to the provisions of this\nletter agreement, Boots & Coots shall give a written statement to Employee\nspecifying the event causing such termination, and the termination will be\nimmediately effective.  In the event of a termination for cause pursuant to the\nprovision above, this letter agreement shall be wholly terminated and Employee\nshall not be entitled to any further compensation or any other benefits provided\nfor herein, and shall not be entitled to serverance pay.  However, any of the\nprovisions of this letter agreement relating to activities and conduct after the\ntermination of the employment relationship between Boots & Coots and Employee\nshall remain in full force and effect, and be enforceable as provided for\nherein.\n\n8.  Notices.  All notices or other communications pursuant to this contract may\nbe given by personal delivery, or by certified mail, addressed to the home\noffice of Boots & Coots or to the last known address of Employee.  Notices given\nby personal delivery shall be deemed given at the time of delivery, and notices\nsent by certified mail shall be deemed given when deposited with the U. S. Post\nOffice.\n\n9.  Entirety of Agreement.  This letter agreement contains the entire\nunderstanding of the parties and all of the covenants and agreements between the\nparties with respect to the employment.\n\n10.  Governing Law.  This letter agreement shall be construed and enforced in\naccordance with, and be governed by, the laws of the State of Texas.\n\n11.  Waiver.  The failure of either party to enforce any rights hereunder shall\nnot be deemed to be a waiver of such rights, unless such waiver is an express\nwritten waiver which has been signed by the waiving party.  Waiver of one breach\nshall not be deemed a waiver of any other breach of the same or any other\nprovision hereof.\n\n12.  Assignment.  This letter agreement shall not be assignable by Employee.  In\nthe event of a future disposition of the properties and business of Boots & Coots by merger, consolidation, sale of assets, or otherwise, then Boots & Coots\nmay assign this letter agreement and all of its rights and obligations to the\nacquiring or surviving entity; provided that any such entity shall assume all of\nthe obligations of Boots & Coots hereunder.\n\n13.  Arbitration.  Any dispute, controversy or claim arising out of or relating\nto this letter agreement shall be submitted to and finally settled by binding\narbitration to be held in Houston, Texas, in accordance with the rules of the\nAmerican Arbitration Association in effect on the date of this letter agreement,\nand judgment upon the award rendered by the arbitrator(s) may be entered in any\ncourt having jurisdiction thereof.  All agreements contemplated herein to be\n\n \nentered into to which the parties hereto are parties shall contain provisions\nwhich provide that all claims, actions or disputes pursuant to, or related to,\nsuch agreements shall be submitted to binding arbitration.\n\nDATED, this ____ day of _____________, 1997.\n\nBOOTS & COOTS INTERNATIONAL                  EMPLOYEE\nWELL CONTROL, INC.\n\n\n\nBy:__________________________________        ___________________________________\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9539,9544],"class_list":["post-39017","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39017","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39017"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39017"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39017"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39017"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}