{"id":39103,"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-encompass-management-co-and-ray-naizer.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-encompass-management-co-and-ray-naizer","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-encompass-management-co-and-ray-naizer.html","title":{"rendered":"Employment Agreement &#8211; Encompass Management Co. and Ray Naizer"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n     This Employment Agreement (this \"Agreement\") is effective as of April 1,\n2001, between ENCOMPASS MANAGEMENT CO., a Delaware corporation (the \"Company\")\nand RAY NAIZER, a resident of __________ County, Texas (\"Employee\").  Encompass\nServices Corporation, a Texas corporation (\"Encompass\") has joined herein solely\nfor the purpose of guaranteeing the performance by the Company of its\nobligations hereunder, as provided in Section 28 of this Agreement.  In\nconsideration of the premises and the mutual covenants contained herein, the\nparties agree as follows:\n\n     1.   Employment.  The Company hereby agrees to employ Employee and Employee\nhereby agrees to work for the Company as its President - Electrical Technologies\nGroup.  So long as Employee is employed by the Company, Employee shall devote\nEmployee's skill, energy and substantially all of his business-related efforts\nto the faithful discharge of Employee's duties as an employee of the Company.\nEmployee will work from his offices in Dallas, Texas but will spend such time in\nthe Kansas City, Kansas office of Encompass as is required to effectively\ndischarge his responsibilities under this Agreement.  In providing services\nhereunder, Employee shall comply with and follow all directives, policies,\nstandards and regulations from time to time established by the Board of\nDirectors of the Company or Encompass, which are applicable to the Company.  If\nEmployee is elected as a director or an officer of any of the Company's\nAffiliates, Employee will fulfill his duties as such director or officer without\nadditional compensation.\n\n     2.   Term of Employment.  Employee's employment by the Company pursuant to\nthis Agreement shall continue in effect for a term of two (2) years from the\ndate of this Agreement (the \"Initial Period\"), which shall be automatically\nextended, without any action on the part of Employee or the Company, for\nadditional, successive one-year periods (each such one-year period, an\n\"Additional Period\" and all of such one-year periods collectively, the\n\"Additional Periods\") commencing on the second anniversary date of this\nAgreement and on each anniversary date thereafter, unless either party gives\nnotice of non-renewal of this Agreement, as provided in Section 10(e) of this\nAgreement, or otherwise terminates this Agreement, in accordance with the other\nprovisions of Section 10 hereof.\n\n     3.  Representations and Warranties.  Employee represents and warrants that\nEmployee is under no contractual or other restrictions or obligations that will\nlimit in any way Employee's activities on behalf of the Company or its\nAffiliates or will prohibit or limit the disclosure or use by Employee of any\ninformation that directly or indirectly relates to the businesses of the Company\nor its Affiliates, or the services to be rendered by Employee under this\nAgreement.\n\n     4.  Compensation.  Subject to the provisions of Section 10 of this\nAgreement, Employee will be entitled to the compensation and benefits set forth\nin this Section 4.\n\n \n     (a) During the Initial Period, the Company shall pay Employee an Annual\nBase Salary, payable semi-monthly, in equal installments, at a rate equal to\n$265,000 per year for the first calendar year or portion thereof occurring\nduring the term of this Agreement.  In each subsequent calendar year, or portion\nthereof, occurring during the term of this Agreement, the Company shall pay to\nEmployee an Annual Base Salary determined by the Compensation Committee of\nEncompass following its annual salary and performance review.  Employee's Annual\nBase Salary for each succeeding calendar year (or portion thereof) occurring\nduring the term of this Agreement will be reviewed at least annually following\nthe fourth quarter of each calendar year of Employee's employment hereunder,\ncommencing after the fourth quarter of calendar year 2001.  Employee's Annual\nBase Salary shall be pro-rated for any partial calendar year remaining following\nthe commencement of employment with the Company under this Agreement.  In the\nevent this Agreement is terminated or expires during any calendar year, the\namount of such Annual Base Salary owed by the Company to Employee, if any, will\nbe determined pursuant to Section 10 of this Agreement.\n\n     (b) Employee shall be eligible to receive an annual bonus pursuant to the\nincentive compensation program in effect, if any, from time to time for group\npresident level employees of the Company.  The target bonus of Employee under\nsuch program shall not be less than 135% of Employee's Annual Base Salary in\neffect for the calendar year with respect to which such bonus is earned (pro-\nrated for any partial calendar year in which employment under his Agreement\ncommences).  The bonus, if any, will be earned for Employee's performance during\neach calendar year (or portion thereof) occurring during the term of this\nAgreement, but will be finally determined and paid following the closing of the\nbooks and records of the Company for such calendar year and review of same by\nthe Compensation Committee of Encompass and the Company's independent auditors.\nIn the event this Agreement is terminated or expires during any calendar year,\nthe amount of such bonus, if any, owed by the Company to Employee will be\ndetermined pursuant to Section 10 of this Agreement.\n\n     (c) All payments of salary and other compensation to Employee shall be made\nafter deduction of any taxes required to be withheld with respect thereto under\napplicable federal, state and local laws.\n\n     5.   Fringe Benefits; Expenses.\n\n     (a) During the term of employment of Employee hereunder, Employee shall\nparticipate in all employee benefit plans sponsored by the Company for its group\npresident level employees, which may include, but will not be limited to, stock\npurchase and stock option plans, sick leave and disability leave, health\ninsurance, dental insurance and pension and\/or profit sharing plans; provided,\nhowever, that except as provided below, the existence, nature, amount and\nlimitations of such plans shall be determined from time to time by the Board of\nDirectors of the Company or Encompass.\n\n     (b) The Company will reimburse Employee for all reasonable business\nexpenses incurred by Employee in the scope of Employee's employment; provided,\nhowever, that Employee must file expense reports with respect to such expenses\nin accordance with the \n\n                                      -2-\n\n \nCompany's policies as are in effect from time to time, and any expenses\nrequiring the approval of any officer or the Board of Directors of the Company\nor Encompass pursuant to any policies of the Company then in effect shall have\nbeen so approved.\n\n     (c) During the term of employment of Employee hereunder, Employee shall be\nentitled to a minimum of three weeks paid vacation during each calendar year and\nto paid holidays and other paid leave set forth in the Company's policies in\neffect from time to time.  Any vacation not used during a calendar year may not\nbe used during any subsequent period. Vacation time shall be prorated for any\npartial calendar year of employment.\n\n     (d) During the term of employment of Employee hereunder, the Company will\npay all license fees, occupation taxes and reasonable educational costs and\nexpenses necessary to maintain Employee's good standing under any professional\nlicenses required in connection with Employee's employment by the Company.\n\n     (e) During the term of this Agreement, the Company shall use its reasonable\nefforts to provide to Employee (i) life insurance payable to Employee's\ndesignated beneficiary or beneficiaries in an amount at least three times\nEmployee's Annual Base Salary and (ii) to the extent provided to its other group\npresident level employees, as such coverage may change from time to time,\ndisability insurance on behalf of Employee which, as a goal, shall provide for\nsalary continuation in the event of permanent disability in an amount equal to\nthe lesser of (i) 60% of Employee's Annual Base Salary, or (ii) $10,000 per\nmonth.\n\n     6.  Indemnification and Insurance.  The Company shall indemnify Employee\nwith respect to matters relating to Employee's services as an officer and\/or\ndirector of the Company or any of its Affiliates, occurring during the course\nand scope of Employee's employment with the Company, to the extent and pursuant\nto the procedures set forth in the Company's By-laws, and in accordance with the\nterms and procedures of any other indemnification which is generally applicable\nto group president level employees of the Company and that may be provided by\nthe Company from time to time.  The foregoing indemnity is contractual and will\nsurvive any adverse amendment to or repeal of the By-laws.  The Company will\nalso cover Employee under a policy of officers' and directors' liability\ninsurance providing coverage that is comparable to that provided now or\nhereafter to any other group president level employee of the Company.  The\nprovisions of this Section 6 will survive the termination of this Agreement for\nany reason.\n\n     7.  Change in Control.  If a Change of Control occurs and if during the\nProtected Period, Employee's employment is terminated or not renewed pursuant to\nSection 10, whether by the Company or by Employee, then the Company shall\npromptly pay or otherwise provide to Employee the benefits set forth below:\n\n     (a) An amount equal to the sum of (i) Employee's Annual Base Salary then in\neffect and (ii) an amount equal to the lesser of (a) Employee's actual bonus\nearned with respect to the preceding calendar year and (b) the amount of\nEmployee's target bonus established by the Compensation Committee of Encompass\nat the beginning of the calendar year in which the Employee's employment is\nterminated or not renewed, which target bonus amount shall not be \n\n                                      -3-\n\n \nless that 135% of the Annual Base Salary for such year, payable in a single lump\nsum by certified or bank cashier's check within 30 days of such termination; and\n\n     (b) An amount equal to the product of (i) the maximum monthly premium\npayment that may be charged to continue coverage for Employee and Employee's\ndependents under the Company's health insurance plan under COBRA, and under all\nlife insurance and disability policies provided by the Company for Employee,\nmultiplied by (ii) 18.  Such amount shall be payable semi-monthly in accordance\nwith the Company's policies then in effect over a period of eighteen (18)\ncalendar months beginning in the first calendar month following the effective\ndate of such termination.  Any unpaid amounts under this clause (b) will cease\nif Employee obtains substantially similar coverage under new employment.\n\nNotwithstanding the foregoing, Employee shall not be entitled to any benefits\nunder this Section 7 if such termination is (i) due to Employee's death, (ii) by\nthe Company on account of Employee's disability as provided in Section 10(d)\nbelow, (iii) by the Company for Cause or (iv) by Employee for other than Good\nReason as provided in Section 10 below.\n\n     8.   Gross-Up of Parachute Payments.\n\n     (a) To provide Employee with adequate protection in connection with\nEmployee's ongoing employment with the Company, this Agreement or other\nincentive plans of the Company provide Employee with various benefits in the\nevent of termination of Employee's employment with the Company during the\nProtected Period following a Change of Control.  If Employee's employment is\nterminated or not renewed pursuant to Section 10 during a Protected Period\nfollowing a Change of Control, or otherwise in connection with a \"change of\ncontrol\" of Encompass, within the meaning of Section 280G of the Internal\nRevenue Code of 1986, as amended (the \"Code\"), a portion of those benefits could\nbe characterized as \"excess parachute payments\" within the meaning of Section\n280G of the Code.  The parties hereto acknowledge that the protections set forth\nin this Section 8 are important, and it is agreed that Employee should not have\nto bear the full burden of the excise tax that might be levied under Section\n4999 of the Code or any similar provision of federal, state of local law, in the\nevent that any portion of the benefits payable to Employee pursuant to this\nAgreement or the other incentive plans of the Company are treated as an excess\nparachute payment.  The parties, therefore, have agreed as set forth in this\nSection 8.\n\n     (b) Anything in this Agreement to the contrary notwithstanding, if it shall\nbe determined that any payment or distribution (including income recognized by\nEmployee upon the early vesting of restricted property or upon the exercise of\noptions whose exercise date has been accelerated) by the Company or any other\nPerson to or for the benefit of Employee (whether paid or payable or distributed\nor distributable pursuant to the terms of this Agreement or otherwise, but\ndetermined without regard to any additional payments required under this Section\n8) (a \"Payment\") would be subject to the excise tax imposed by Section 4999 of\nthe Code or any similar provision of any federal, state or local law or any\ninterest or penalties are incurred by Employee with respect to such excise tax\n(such excise tax, together with any such interest and penalties, are hereinafter\ncollectively referred to as the \"Excise Tax\"), then the Company shall \n\n                                      -4-\n\n \npay an additional payment, not to exceed $250,000 in the aggregate (a \"Gross-Up\nPayment\"), in an amount such that after payment by Employee of all taxes\n(including any interest or penalties imposed with respect to such taxes),\nincluding, without limitation, any income taxes (and any interest and penalties\nimposed with respect thereto) and Excise Tax imposed on the Gross-Up Payment,\nEmployee retains an amount of the Gross-Up Payment equal to fifty percent (50%)\nof the Excise Tax imposed on the Payments. Employee will bear the cost of the\nremaining 50% until the aggregate Gross-Up Payments from the Company have\nreached $250,000, and will thereafter bear all additional taxes, interest or\npenalties.\n\n     (c) In the event of any dispute as to the applicability or amount of any\nGross-Up Payment, all determinations required to be made under this Section 8,\nincluding whether and when a Gross-Up Payment is required and the amount of such\nGross-Up Payment and the assumptions to be utilized in arriving at such\ndetermination, shall be made by the independent public accounting firm regularly\nemployed by the Company (the \"Accounting Firm\") which shall provide detailed\nsupporting calculations both to the Company and to Employee within 15 business\ndays after the receipt of notice from Employee that there has been a Payment, or\nsuch earlier time as is requested by the Company. All fees and expenses of the\nAccounting Firm will be borne by the Company.  If the Accounting Firm determines\nthat no Excise Tax is payable by Employee, it shall furnish Employee with a\nwritten statement that failure to report the Excise Tax on Employee's applicable\nfederal income tax return would not result in the imposition of a negligence or\nsimilar penalty.  Any determination by the Accounting Firm shall be binding on\nthe Company and Employee unless and until a final determination is received from\nthe Internal Revenue Service indicating a contrary result.  As a result of\nuncertainty in the application of Section 4999 of the Code at the time of the\ninitial determination by the Accounting Firm hereunder, it is possible that\nGross-Up Payments may not have been made by the Company that should have been\nmade (\"Underpayment\"), consistent with the calculations required to be made\nhereunder.  If Employee thereafter is required to make a payment of any Excise\nTax, the Accounting Firm shall determine the amount of the Underpayment that has\noccurred and any such Underpayment shall be promptly paid by the Company to or\nfor the benefit of Employee, consistent with the maximum limitation stated in\nSection 8(b) above.  In the event it is determined by the Accounting Firm that\nthe Gross Payments previously made by the Company exceeded the limitations\nstated in Section 8(b) above, upon written notice from the Company, accompanied\nby a copy of the Accounting Firm's calculation of same, the amount of such\noverpayment shall be promptly paid by Employee to the Company.\n\n     9.   Options and Other Stock-Related Plans.    Except to the extent\notherwise provided in this Section 9 below, the terms and conditions of any\noption, stock bonus, restricted stock, stock award or other stock-related plan\nor program with respect to capital stock of Encompass, which may be granted to\nEmployee, or in which Employee may participate, shall be governed by the\napplicable Encompass or Company plan, if any, and\/or separate agreement(s)\nbetween the Company or Encompass, and Employee with respect thereto.\n\n     (a) The exercise period for vested stock options held by Employee at the\ntime of any termination of this Agreement shall be the greater of (i) ninety\n(90) days from the effective date of termination of employment other than under\nSection 10(b) of this Agreement, (ii) thirty (30) \n\n                                      -5-\n\n \ndays from the effective date of termination of employment under Section 10(b) of\nthis Agreement, (iii) the exercise period established in or under the terms of\nthe stock option plan or stock option agreement to which such stock options are\nsubject, or (iv) the exercise period established in or under the terms of any\nother written agreement between Employee and Encompass or the Company with\nrespect to such stock options.\n\n     10.  Termination or Non-Renewal of Employment.\n\n     (a)  Termination by Either Party; General Provisions. Either the Company or\nEmployee may terminate this Agreement and Employee's employment hereunder at any\ntime during the term of this Agreement by delivery of written notice by the\nterminating party to the other party at least thirty (30) days prior to the\neffective date of such termination as set forth in such notice; provided that\nnotice under this Section 10(a) shall only be effective to terminate this\nAgreement in situations not governed by Section 10(e) of this Agreement. Within\nthirty (30) days after such termination is effective, in addition to any other\npayments or benefits provided in this Section 10, the Company shall pay to\nEmployee an amount equal to the sum of (i) Employee's unpaid Annual Base Salary\nprorated through the date of termination of this Agreement at the rate in effect\nat the time of such termination, (ii) vacation pay earned pursuant to the\npolicies of the Company then in effect but not taken to the date of such\ntermination, and (iii) all other amounts previously deferred by Employee or\nearned by Employee as reflected in the books and records of the Company but not\npaid as of such date under all Company incentive or deferred compensation plans\nor programs.\n\n     (b)  Termination for Cause; Resignation without Good Reason. If the Company\nterminates Employee's employment for Cause, or Employee terminates his\nemployment without Good Reason, the payments due to Employee shall be limited to\nthe amounts described in Section 10(a) of this Agreement.\n\n     (c)  Termination Without Cause; Termination for Good Reason. If the Company\nterminates Employee's employment without Cause (except as provided in Section\n10(d) below), or if Employee terminates Employee's employment for Good Reason,\nthe Company shall promptly pay or otherwise provide to Employee the following\namounts in addition to those set forth in Section 10(a) of this Agreement:\n\n          (i) An amount equal to the sum of (A) Employee's Annual Base Salary\n     then in effect and (B) the lesser of (1) the amount of Employee's actual\n     bonus earned with respect to the preceding calendar year and (2) the amount\n     of Employee's target bonus established by the Compensation Committee of\n     Encompass at the beginning of the calendar year in which such termination\n     occurs, which target bonus amount shall not be less than 135% of the Annual\n     Base Salary for such year, payable in a single lump sum by certified or\n     bank cashier's check within 30 days of such termination; and\n\n                                      -6-\n\n \n          (ii) An amount equal to the product of (A) the maximum monthly premium\n     payment that may be charged to continue coverage for Employee and\n     Employee's dependents under the Company's health insurance plan under\n     COBRA, and under all life insurance and disability policies provided by the\n     Company for Employee multiplied by (B) 18.  Such amount shall be payable\n     semi-monthly in accordance with the Company's policies then in effect over\n     a period of eighteen (18) calendar months beginning in the first calendar\n     month following the effective date of such termination.  Any unpaid amounts\n     under this clause (ii) will cease if Employee obtains substantially similar\n     coverage under new employment.\n\n     (d)  Termination on Disability. If at any time during the term of \nEmployee's employment hereunder, Employee is unable to perform the essential\nfunctions of Employee's job with or without reasonable accommodation, the\nCompany shall continue payment of Employee's compensation as provided in Section\n4 of this Agreement during the first twelve (12) month period of such disability\nto the extent not covered by the Company's disability insurance policies (the\nCompany may offset against its obligations in this sentence the amounts actually\nreceived by Employee under such policies). Upon the expiration of such 12 month\nperiod, the Company, at its sole option, may continue payment of Employee's\nsalary for such additional periods as the Company elects, or may terminate\nEmployee's employment hereunder without any further compensation obligations to\nEmployee hereunder. If Employee should die during the term of Employee's\nemployment hereunder, Employee's employment and the Company's obligations\nhereunder for compensation payments shall terminate as of the end of the month\nin which Employee's death occurs.\n\n     (e)  Non-Renewal of Employment; General Provisions. Either the Company or\nEmployee may elect not to renew Employee's employment hereunder at the end of\nthe Initial Period, or at the end of any Additional Period thereafter, by\ndelivery of written notice by the electing party to the other party at least\nsixty (60) days prior to the effective date of such termination, as set forth in\nsuch notice. Within thirty (30) days after the expiration of the employment term\n(in addition to any other amounts provided in Section 10(f) below in the case of\na non-renewal by the Company), the Company shall pay to Employee an amount equal\nto the sum of (i) Employee's unpaid Annual Base Salary, if any, prorated through\nthe date of termination of this Agreement at the rate then in effect at the time\nof such non-renewal and (ii) vacation pay earned pursuant to the policies of the\nCompany then in effect but not taken to the date of such non-renewal. In the\nevent of a non-renewal by Employee, the amounts due Employee shall be limited to\nthe amounts specified in clause (i) and (ii) of the preceding sentence.\n\n     (f)  Non-Renewal by the Company at End of Initial Period or Additional \nPeriod. If the Company elects not to continue this Agreement and renew\nEmployee's employment as of the end of the Initial Period or an Additional\nPeriod, and provided in the Company's reasonable good faith determination,\nEmployee continues to perform Employee's duties and responsibilities through the\nend of such Initial Period or Additional Period, as the case may be, then the\nCompany shall promptly pay or otherwise provide to Employee the following\namounts in addition to those set forth in Section 10(a):\n\n                                      -7-\n\n \n          (i)  An amount equal to Employee's Annual Base Salary then in effect,\n     payable in a single lump sum by certified or bank cashier's check within 30\n     days of such non-renewal; and\n\n          (ii) An amount equal to the product of (A) the maximum monthly \n     premium payment that may be charged to continue coverage for Employee and\n     Employee's dependents under the Company's health insurance plan under\n     COBRA, and under all life insurance and disability policies provided by the\n     Company for Employee multiplied by (B) 12. Such amount shall be payable\n     semi-monthly in accordance with the Company's policies then in effect over\n     a period of twelve (12) calendar months beginning in the first calendar\n     month following the effective date of such non-renewal. Any unpaid amounts\n     under this clause (ii) will cease if Employee obtains substantially similar\n     coverage under new employment.\n\n     (g)  Waiver of Claims.  In the event this Agreement expires as a result of \nnon-renewal by the Company, or is terminated by the Company without Cause or\nbecause Employee is unable to perform the essential functions of his or her job,\nwith or without reasonable accommodation, in accordance with Section 10(d)\nhereof, or is terminated by Employee with Good Reason, Employee agrees to\naccept, in full settlement of any and all claims, losses, damages and other\ndemands that Employee may have arising out of such termination or non-renewal,\nas liquidated damages and not as a penalty, the payments, benefits and vesting\nof rights set forth in this Agreement. Employee waives any and all rights\nEmployee may have to bring any cause of action or proceeding contesting any such\ntermination or non-renewal. Under no circumstances shall Employee be entitled to\nany compensation or confirmation of any benefits under this Agreement for any\nperiod of time following Employee's date of termination if Employee's\ntermination is for Cause, or Employee's election to not renew this Agreement at\nthe end of the Initial Period or any Additional Period, or Employee's election\nto terminate his or her employment without Good Reason.\n\n     (h)  Lock-ups, etc.  During the one (1) year period after Employee \nreceives the lump sum payments as provided in Section 10(c) or (f) above,\nEmployee shall sign any lock-up letters, standstill agreements, or other similar\ndocumentation specifically required by an underwriter from such Employee in\nconnection with a public offering of securities by the Company or Encompass or\ntake other actions reasonably related thereto as requested by the Board of\nDirectors of the Company or Encompass; provided, however, that equivalent\nagreements are being required of Company management and the period of any such\nlock-up or standstill agreements shall not exceed the shorter of (i) 180 days or\n(ii) the balance of the one (1) year period. In the event Employee fails to sign\nany such letters, agreements or similar documentation or take any such action,\nthe Company may seek and obtain specific performance of such covenant,\nincluding, without limitation, any injunction requiring execution thereof or the\ntaking of any such actions, and Employee hereby appoints the then president of\nthe Company in office from time to time to sign any such documents on Employee's\nbehalf so long as such documents are prepared on the same basis as other\nshareholders generally or as all Company management shareholders.\n\n                                      -8-\n\n \n     11.  No Mitigation Obligation.  All amounts paid to Employee under this \nAgreement following Employee's termination of employment and this Agreement\nare acknowledged by the Company and Employee to be reasonable and to be\nliquidated damages, and Employee will not be required to reduce the amount of\nsuch payments by seeking other employment or otherwise, nor will any profits,\nincome, earnings or other benefits from any source whatsoever (including from\nother employment) create any mitigation, offset, reduction or any other\nobligation on the part of Employee under this Agreement.\n\n     12.  Covenant Not to Compete.\n\n     (a)  During Employee's employment with the Company or any of its\nAffiliates, and thereafter during the Restricted Period, in order to help, among\nother things, ensure the security of the Company's Confidential Information,\nregardless of the reason for the termination of Employee's employment and this\nAgreement, Employee will not engage in or carry on, directly or indirectly,\neither for himself or as a member of a partnership or as a shareholder,\ninvestor, owner, officer or director of a company or other entity, or as an\nemployee, agent, associate or consultant of any person, partnership, corporation\nor other entity, any business in any State of the United States or in any other\npart of the world that directly competes with any services or products produced,\nsold, conducted, developed, or in the process of development by the Company or\nits Affiliates on the date of termination of Employee's employment.\n\n     (b)  Notwithstanding the foregoing, Employee shall not be deemed to be\nin violation of Section 12(a) based solely on the ownership of less than one\npercent of any class of securities of a publicly-held company whose gross assets\nexceed $100,000,000.\n\n     (c)  Employee acknowledges that (i) during the term of this Agreement,\nEmployee will be provided training by the Company or its Affiliates and access\nto certain Confidential Information related to the business and operations of\nthe Company and its Affiliates and (ii) the limitations set forth herein on\nEmployee's rights to compete with the Company and its Affiliates are reasonable\nand necessary for the protection of the Company and its Affiliates. In this\nregard, Employee specifically agrees that the limitations as to period of time\nand geographic area, as well as all other restrictions on Employee's activities\nspecified herein, are reasonable and necessary for the protection of the Company\nand its Affiliates.  In particular, Employee acknowledges that the parties\nanticipate that Employee will be actively seeking markets for the products and\nservices of the Company and its Affiliates throughout the United States and\nelsewhere in the world during Employee's employment with the Company.\n\n     (d)  Employee further agrees that during Employee's employment with\nthe Company or any of its Affiliates, and thereafter during the Restricted\nPeriod, Employee shall not (i) request, induce or attempt to influence any\nsupplier of goods or services to the Company or any of its Affiliates to curtail\nor cancel any business they may transact with the Company or any of its\nAffiliates, (ii) request, induce or attempt to influence any customers or\npotential customers of the Company or any of its Affiliates to curtail or cancel\nany business they may transact with the Company or any of its Affiliates, or\n(iii) request, induce or attempt to influence any employee of \n\n                                      -9-\n\n \nthe Company or any of its Affiliates to terminate his or her employment with the\nCompany or any of its Affiliates.\n\n     (e)  In the event that there shall be any violation of the covenant \nnot to compete set forth in this Section 12, then the time limitation thereof\nshall be extended for a period of time equal to the period of time during which\nsuch violation continues; and in the event the Company is required to seek\nrelief from such violation in any court, board of arbitration or other tribunal,\nthen the covenant shall be extended for a period of time equal to the pendency\nof such proceedings, including all appeals.\n\n     (e)  In the event Employee should violate any of the terms of this\nSection 12, the Company shall have the right, in addition to pursuing damages\nresulting from such violation, to reimbursement of all amounts paid to Employee,\nif any, pursuant to Section 10(c),  Furthermore, Employee agrees that the remedy\nat law for any breach by Employee of this Section 12 will be inadequate and that\nthe Company shall also be entitled to injunctive relief.\n\n     13.  Confidential Information.  During the term of Employee's\nemployment hereunder, and for five (5) years after Employee's termination of\nemployment, Employee shall not use or disclose, without the prior written\nconsent of the Company, Confidential Information relating to the Company or any\nof its Affiliates, and upon termination of Employee's employment will return to\nthe Company all written materials in Employee's possession embodying such\nConfidential Information.  Employee will promptly disclose to the Company all\nConfidential Information, as well as any business opportunity related to the\nCompany which comes to Employee's attention during the term of Employee's\nemployment with the Company.  Employee will not take advantage of or divert any\nsuch business opportunity for the benefit of Employee or any other Person\nwithout the prior written consent of the Company. Employee agrees that the\nremedy at law for any breach by Employee of this Section 13 will be inadequate\nand that the Company shall also be entitled to injunctive relief.\n\n     14.  Intellectual Property.\n\n     (a)  To the extent they relate to, or result from, directly or indirectly,\nthe actual or anticipated operations of the Company or any of its Affiliates, or\nthe activities of Employee in the course and scope of his employment, Employee\nhereby agrees that all patents, trademarks, copyrights, trade secrets, and other\nintellectual property rights, all inventions, whether or not patentable, and any\nproduct, drawing, design, recording, writing, literary work or other author's\nwork, in any other tangible form developed in whole or in part by Employee\nduring the term of this Agreement, or otherwise developed, purchased or acquired\nby the Company or any of its Affiliates (\"Intellectual Property\"), shall be the\nexclusive property of the Company or such Affiliate, as the case may be.\n\n     (b)  Employee will hold all Intellectual Property in trust for the \nCompany and will deliver all Intellectual Property in Employee's possession or\ncontrol to the Company upon request and, in any event, at the end of Employee's\nemployment with the Company.\n\n                                      -10-\n\n \n     (c)  Employee shall assign and does hereby assign to the Company all \nproperty rights that Employee may now or hereafter have in the Intellectual\nProperty. Employee shall take such action, including, but not limited to, the\nexecution, acknowledgment, delivery and assistance in preparation of documents,\nand the giving of testimony, as may be requested by the Company to evidence,\ntransfer, vest or confirm the Company's right, title and interest in the\nIntellectual Property.\n\n     (d)  Employee will not contest the validity of any invention, any\ncopyright, any trademark or any mask work registration owned by or vesting in\nthe Company or any of its Affiliates under this Agreement.\n\n     15.  Definitions.  As used in this Agreement, the terms defined in\nExhibit A have the meaning assigned to such terms in such exhibit.\n\n     16.  Notices. All notices, requests, demands and other communications\nrequired by or permitted under this Agreement shall be in writing and shall be\nsufficiently delivered if delivered by hand, by courier service, or sent by\nregistered or certified mail, postage prepaid, to the parties at their\nrespective addresses listed below:\n\n     (a)  If to Employee:\n          __________________\n          __________________\n          __________________\n\n     (b)  If to the Company:\n          Encompass Management Co.\n          3 Greenway Plaza, Suite 2000\n          Houston, Texas 77046\n          Attention:  Corporate Secretary\n          Facsimile:  713-626-4788\n\nAny party may change such party's address by such notice to the other parties.\n\n     17.  Set-off Rights.  The Company's obligations to make the payments and\nprovide the benefits required by this Agreement and otherwise to perform its\nobligations hereunder shall not be affected by any set off, counterclaim,\nrecoupment, defense or other claim, right or action that the Company may have\nagainst Employee or others, unless such amount is a determinable liability of\nEmployee to the Company.\n\n     18.  Assignment.  This Agreement is personal to Employee, and Employee\nshall not assign any of Employee's rights or delegate any of Employee's duties\nhereunder without the prior written consent of the Company.  Neither Employee\nnor Employee's spouse will have the right to commute, encumber, or otherwise\ndispose of any payments under this Agreement.  The Company shall have the right\nto assign this Agreement to a successor in interest in connection with a merger,\nsale of substantially all assets, or the like; provided however, that an\nassignment of this \n\n                                      -11-\n\n \nAgreement to an entity with operations, products or services outside of the\nindustries in which the Company or its Affiliates is then active shall not be\ndeemed to expand the scope of Employee's covenant not to compete with such\noperations, products or services without Employee's written consent. As used in\nthis Agreement, the term \"Company\" means the Company as hereinbefore defined and\nany successor to its business and\/or assets as aforesaid which assumes and\nagrees to perform this Agreement by operation of law, written agreement, or\notherwise.\n\n     19.  Survival.  The provisions of this Agreement shall survive the\ntermination of Employee's employment hereunder in accordance with their terms.\n\n     20.  Governing Law.  This Agreement shall be governed by, and construed and\nenforced in accordance with, the laws of the State of Texas without regard to\nthe choice-of-law principles thereof.\n\n     21.  Binding Upon Successors.  This Agreement shall be binding upon, and\nshall inure to the benefit of, the parties hereto and their respective heirs,\nlegal representatives, successors and permitted assigns.\n\n     22.  Entire Agreement.  This Agreement constitutes the entire agreement\nbetween the Company and Employee with respect to the terms of employment of\nEmployee by the Company and supersedes all prior agreements and understandings,\nwhether written or oral, between them concerning such terms of employment.\n\n     23.  Amendments and Waivers.  This Agreement may be amended, modified or\nsupplemented, and any obligation hereunder may be waived, only by a written\ninstrument executed by the parties hereto.  The waiver by either party of a\nbreach of any provision of this Agreement shall not operate as a waiver of any\nsubsequent breach.  No failure on the part of any party to exercise, and no\ndelay in exercising, any right or remedy hereunder shall operate as a waiver\nhereof, nor shall any single or partial exercise of any such right or remedy by\nsuch party preclude any other or further exercise thereof or the exercise of any\nother right or remedy.\n\n     24.  Cumulative Rights And Remedies.  All rights and remedies hereunder are\ncumulative and are in addition to all other rights and remedies provided by law,\nagreement or otherwise.  Employee's obligations to the Company and the Company's\nrights and remedies hereunder are in addition to all other obligations of\nEmployee and rights and remedies of the Company created pursuant to any other\nagreement.\n\n     25.  Construction.  Each party to this Agreement has had the opportunity to\nreview this Agreement with legal counsel.  This Agreement shall not be construed\nor interpreted against any party on the basis that such party drafted or\nauthored a particular provision, parts of or the entirety of this Agreement.\n\n     26.  Severability.  In the event that any provision or provisions of this\nAgreement is held to be invalid, illegal or unenforceable by any court of law or\notherwise, the remaining \n\n                                      -12-\n\n \nprovisions of this Agreement shall nevertheless continue to be valid, legal and\nenforceable as though the invalid or unenforceable parts had not been included\ntherein. In addition, in such event the parties hereto shall negotiate in good\nfaith to modify this Agreement so as to effect the original intent of the\nparties as closely as possible with respect to those provisions that were held\nto be invalid, illegal or unenforceable.\n\n     27.  Attorneys' Fees and Costs.  If any action at law or in equity is\nbrought to enforce or interpret the terms of this Agreement, the prevailing\nparty shall be entitled to reasonable attorneys' fees, costs and necessary\ndisbursements in addition to any other relief to which it may be entitled.\n\n     28.  Encompass Performance Guarantee.  Encompass shall cause the Company to\nperform each and every obligation to be performed by the Company hereunder.\n\n     IN WITNESS WHEREOF, the Company and Employee have executed this Agreement\non the date first above written.\n\n                              COMPANY:\n\n                              ENCOMPASS MANAGEMENT CO.\n\n\n                              By:   \/s\/ Hank Holland\n                                 --------------------------------------\n                                    Hank Holland\n                                    Executive Vice President\n\n\n                              EMPLOYEE:\n                              \n                              \/s\/ Ray Naizer   \n                              _______________________________________\n                              Ray Naizer\n\n     IN WITNESS WHEREOF, Encompass Services Corporation has executed this\nAgreement on the date first above written solely for the purpose of guaranteeing\nthe performance by the Company of its obligations hereunder, as provided in\nSection 28 of this Agreement.\n\n\nENCOMPASS SERVICES CORPORATION\n\nBy: \/s\/ Hank Holland\n   ----------------------------\n     Hank Holland\n     Executive Vice President\n\n                                      -13-\n\n \n                                                                      EXHIBIT  A\n                                                                                \n                                  DEFINITIONS\n                                        \n\n     \"Annual Base Salary\" means the salary of Employee in effect at the relevant\ntime determined in accordance with Section 4(a) hereof.\n\n     \"Affiliate\" means, with respect to any Person, each other Person who\ncontrols, is controlled by, or is under common control with the Person\nspecified.\n\n     \"Cause\", when used in connection with the termination of employment with\nthe Company, means: (i) Employee's breach of his or her obligations under this\nAgreement after Employee has been given notice specifying such breach and a\nreasonable opportunity to cure such breach; (ii) Employee's failure to adhere to\nany written Company policy after the Employee has been given notice specifying\nthe failure and a reasonable opportunity to comply with such policy or cure his\nor her failure to comply, or (whether with or without notice and opportunity to\ncure) the engagement by the Employee in any activity which would constitute a\nmaterial violation of the provisions of the Company's or Encompass' Insider\nTrading Policy, Business Ethics Policy or Communications Policy then in effect;\n(iii) the conviction of, indictment for or the entering of a guilty plea or plea\nof no contest with respect to, a felony, the equivalent thereof, or any other\ncrime with respect to which imprisonment is a possible punishment (but excluding\nminor and irregular traffic violations); (iv) the commission by the Employee of\nan act of fraud upon the Company or any of its Affiliates; (v) the\nmisappropriation (or attempted misappropriation) of any funds or property of the\nCompany or any of its Affiliates by the Employee; (vi) the engagement by the\nEmployee, without the written approval of the Board of Directors of the Company,\nin any activity which competes with the business of the Company or any of its\nAffiliates or which would result in a material injury to the Company or any of\nits Affiliates; (vii) the failure by the Employee to sign any lock-up letters,\nstandstill agreements, or other similar documentation required by an underwriter\nin connection with a public offering of securities by the Company or Encompass\nor to take other actions reasonably related thereto as requested by the Board of\nDirectors of Encompass or the Company, or (viii) any act or omission by the\nEmployee that, in the judgment of the Board of Directors of the Company has or\ncould have a material adverse effect on (a) the Company's properties, operations\nor public image, or (b) the health, safety or morale of any of the Company's\nsuppliers, employees or customers.\n\n     \"Change of Control\" means:\n\n          (i) the acquisition by any individual, entity or group (within the\n     meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a \"Designated\n     Person\") of beneficial ownership (within the meaning of Rule 13d-3\n     promulgated under the Securities Exchange Act of 1934, as amended, (the\n     \"Exchange Act\")) of 30% or more of either (1) the then outstanding shares\n     of Common Stock of Encompass (the \"Outstanding Encompass Common Stock\") or\n     (2) the combined voting power of the then outstanding voting \n\n                                      -14-\n\n \n     securities of Encompass entitled to vote generally in the election of\n     directors (the \"Outstanding Encompass Voting Securities\"); provided,\n     however, that the following acquisitions shall not constitute a Change of\n     Control: (a) any acquisition of Common Stock of Encompass or voting\n     securities of Encompass directly from Encompass (excluding an acquisition\n     by virtue of the exercise of a conversion privilege), (b) any acquisition\n     of Common Stock of Encompass or voting securities of Encompass by\n     Encompass, (c) any acquisition of Common Stock of Encompass or voting\n     securities of Encompass by any employee benefit plan(s) (or related\n     trust(s)) sponsored or maintained by the Company or Encompass or any other\n     corporation controlled by Encompass and approved by the Incumbent Board,\n     (d) any acquisition by any corporation pursuant to a reorganization, merger\n     or consolidation, if, immediately following such reorganization, merger or\n     consolidation, the conditions described in clauses (1), (2) and (3) of\n     paragraph (iii) below of this definition are satisfied, or (e) an\n     acquisition by Apollo Management L.P. and\/or one or more of its affiliates\n     resulting in an ownership of no more than 40% of the Common Stock of\n     Encompass (for this purpose, any securities convertible into Common Stock\n     held by Apollo Management L.P. and its affiliates will be treated as if\n     they have been converted for purposes of determining the percentage of\n     ownership held on an \"as-converted basis\"); or\n\n          (ii) individuals who, as of the date hereof, constitute the entire\n     Board of Directors of Encompass (the \"Incumbent Board\") cease for any\n     reason to constitute at least a majority of the Board of Directors of\n     Encompass (the \"Board\"); provided, however, that any individual becoming a\n     director subsequent to the date hereof whose election, or nomination for\n     election by Encompass shareholders, was approved by a vote of at least a\n     majority of the directors then comprising the Incumbent Board shall be\n     considered as though such individual were a member of the Incumbent Board,\n     but excluding, for this purpose, any such individual whose initial\n     assumption of office occurs as a result of either (1) an actual or\n     threatened election contest (as such terms are used in Rule 14a-11 of the\n     Regulation 14A promulgated under the Exchange Act), or an actual or\n     threatened solicitation of proxies or consents by or on behalf of a Person\n     other than the Board or (2) a plan or agreement to replace a majority of\n     the members of the Board then comprising the Incumbent Board; or\n\n          (iii)  approval by the shareholders of Encompass of a reorganization,\n     merger or consolidation, in each case unless, immediately following such\n     reorganization, merger or consolidation, (1) more than 50% (or such greater\n     percentage as may be approved by the Incumbent Board) of the then\n     outstanding shares of common stock of the corporation resulting from such\n     reorganization, merger or consolidation (including, without limitation, a\n     corporation which as a result of such transaction owns Encompass through\n     one or more subsidiaries) and the combined voting power of the then\n     outstanding voting securities of such corporation entitled to vote\n     generally in the election of directors is then beneficially owned, directly\n     or indirectly, by all or substantially all of the individuals and entities\n     who were the beneficial owners, respectively, of the Outstanding Encompass\n\n                                      -15-\n\n \n     Common Stock and Outstanding Encompass Voting Securities immediately prior\n     to such reorganization, merger or consolidation in substantially the same\n     proportions as their ownership immediately prior to such reorganization,\n     merger or consolidation, of the Outstanding Encompass Common Stock or\n     Outstanding Encompass Voting Securities, as the case may be, (2) no\n     Designated Person (excluding Encompass, any employee benefit plan(s) (or\n     related trust(s)) of Encompass and\/or its subsidiaries or any Person\n     beneficially owning, immediately prior to such reorganization, merger or\n     consolidation, directly or indirectly, 30% (or such lesser percentage as\n     may be approved by the Incumbent Board) or more of the Outstanding\n     Encompass Common Stock or Outstanding Encompass Voting Securities, as the\n     case may be) beneficially owns, directly or indirectly, 30% (or such lesser\n     percentage as may be approved by the Incumbent Board) or more of,\n     respectively, the then outstanding shares of common stock of the\n     corporation resulting from such reorganization, merger or consolidation or\n     the combined voting power of the then outstanding voting securities of such\n     corporation entitled to vote generally in the election of directors, and\n     (3) at least a majority of the members of the board of directors of the\n     corporation resulting from such reorganization, merger or consolidation\n     were members of the Incumbent Board at the time of the execution of the\n     initial agreement providing for such reorganization, merger or\n     consolidation; or\n\n          (iv) approval by the shareholders of Encompass of (1) a complete\n     liquidation or dissolution of Encompass or (2) the sale or other\n     disposition of all or substantially all of the assets of Encompass, other\n     than to a corporation, with respect to which immediately following such\n     sale or other disposition, (A) more than 50% (or such greater percentage as\n     may be approved by the Incumbent Board) of the then outstanding shares of\n     common stock of such corporation and the combined voting power of the then\n     outstanding voting securities of such corporation entitled to vote\n     generally in the election of directors is then beneficially owned, directly\n     or indirectly, by all or substantially all of the individuals and entities\n     who were beneficial owners, respectively, of the Outstanding Encompass\n     Common Stock and Outstanding Encompass Voting Securities immediately prior\n     to such sale or other disposition in substantially the same proportion as\n     their ownership, immediately prior to such sale or other disposition, of\n     the Outstanding Encompass Common Stock and Outstanding Encompass Voting\n     Securities, as the case may be, (B) no Designated Person (excluding\n     Encompass and any employee benefit plan (or related trust) of Encompass\n     and\/or its subsidiaries or such corporation and any Person beneficially\n     owning, immediately prior to such sale or other disposition, directly or\n     indirectly, 30% (or such lesser percentage as may be approved by the\n     Incumbent Board) or more of the Outstanding Encompass Common Stock or\n     Outstanding Encompass Voting Securities, as the case may be) beneficially\n     owns, directly or indirectly, 30% (or such lesser percentage as may be\n     approved by the Incumbent Board) or more of, respectively, the then\n     outstanding shares of common stock of such corporation or the combined\n     voting power of the then outstanding voting securities of such corporation\n     entitled to vote generally in the election of directors, and (C) at least a\n     majority of the members of the board of directors of such corporation were\n     members of the Incumbent \n\n                                      -16-\n\n \n     Board at the time of the execution of the initial agreement or action of\n     the Board providing for such sale or other disposition of assets of\n     Encompass.\n\n     \"COBRA\" means the Consolidated Omnibus Budget Reconciliation Act of 1985.\n\n     \"Confidential Information\" includes information conveyed or assigned to the\nCompany or any of its Affiliates by Employee or conceived, compiled, created,\ndeveloped, discovered or obtained by Employee from and during Employee's\nemployment relationship with the Company, whether solely by Employee or jointly\nwith others, which concerns the affairs of the Company or its Affiliates and\nwhich the Company or Encompass could reasonably be expected to desire be held in\nconfidence, or the disclosure of which would likely be embarrassing, detrimental\nor disadvantageous to the Company or its Affiliates and without limiting the\ngenerality of the foregoing includes information relating to inventions, and the\ntrade secrets, technologies, algorithms, products, services, finances, business\nplans, marketing plans, legal affairs, supplier lists, client lists, potential\nclients, business prospects, business opportunities, personnel assignments,\ncontracts and assets of the Company or any of its Affiliates and information\nmade available to the Company or any of its Affiliates by other parties under a\nconfidential relationship.  Confidential Information, however, shall not include\ninformation (a) which is, at the time in question, in the public domain through\nno wrongful act of Employee, (b) which is later disclosed to Employee by one not\nunder obligations of confidentiality to the Company or any of its Affiliates or\nEmployee, (c) which is required by court or governmental order, law or\nregulation to be disclosed, or (d) which the Company has expressly given\nEmployee the right to disclose pursuant to written agreement.\n\n     \"Good Reason\" means the occurrence of any of the following events:\n\n     (a)  Employee is assigned duties, taken as a whole, that are materially\ninconsistent with, or materially diminished from, Employee's positions, duties,\nresponsibilities and status with the Company immediately prior to such action,\nor Employee's status, reporting responsibilities, titles or offices are\nmaterially diminished from those in effect immediately prior to such action, or\nEmployee's duties and responsibilities are materially increased without a\ncorresponding reasonable increase in Employee's compensation (provided that in\nthe case of such a change within a Protected Period, such increase must be\nsatisfactory to Employee in Employee's sole reasonable judgment), except in each\ncase in connection with the termination of Employee's employment by the Company\nfor Cause or on account of disability, or as a result of Employee's death, or by\nEmployee for other than Good Reason; provided, however, that Good Reason shall\nnot be triggered under this subsection (a) by an immaterial action not taken in\nbad faith or by an action that is remedied by the Company promptly after receipt\nof written notice from Employee; or\n\n     (b)  Employee's Annual Base Salary is reduced (i) within a Protected \nPeriod, from that in effect immediately prior to the commencement of a Protected\nPeriod or as the same may be increased from time to time thereafter, or (ii)\nother than within a Protected Period, from that \n\n                                      -17-\n\n \nwhich was in effect prior to such action unless such reduction is part of a\ngeneral reduction in compensation within the officer ranks due to economic or\ncompany-wide considerations; or\n\n     (c)  The Company (i) within a Protected Period, fails to continue in \neffect any benefit or compensation plan, including, but not limited to, the\nannual bonus plan, qualified retirement plan, executive life insurance plan\nand\/or health and accident plan, in which Employee is participating immediately\nprior to the commencement of the Protected Period, or plans providing, in the\nsole reasonable judgment of Employee, Employee with substantially similar\nbenefits, or the Company takes any action that would adversely affect Employee's\nparticipation in or reduce Employee's benefits under any of such plans\n(excluding any such action by the Company that is required by law), or (ii)\nother than within a Protected Period, takes any action to materially reduce or\neliminate Employee's participation in the Company's benefit or compensation\nplans unless such reduction or elimination is part of a general reduction in\nbenefits within the officer ranks due to economic or company-wide\nconsiderations; or\n\n     (d)  The amendment, modification or repeal of any provision of the \nCertificate of Incorporation or Bylaws of the Company that was in effect\nimmediately prior to the commencement of a Protected Period, if such amendment,\nmodification or repeal would materially adversely affect Employee's rights to\nindemnification by the Company; or\n\n     (e)  The Company shall violate or breach any obligation of the Company\n(regardless whether such obligation be set forth in the Bylaws of the Company\nand\/or in this Agreement or any other separate agreement entered into between\nthe Company and Employee) to indemnify Employee against any claim, loss, expense\nor liability sustained or incurred by Employee by reason, in whole or in part,\nof the fact that Employee is or was an officer or director of the Company; or\n\n     (f)  The Company shall violate or breach any other material obligation of \nthe Company owing to Employee relating to Employee's employment with the\nCompany, provided that in the event of a violation or breach that is reasonably\nsubject to being cured by the Company, Good Reason shall only occur if the\nCompany shall fail or refuse to commence a cure within 15 days after written\nnotice thereof is given by Employee to the Company or shall thereafter fail to\ndiligently prosecute such cure to completion; or\n\n     (g)  The Company shall fail to keep in force, for the benefit of Employee,\ndirectors' and officers' insurance policy with coverage amounts and scope at\nleast equal to the coverage amounts in effect on the date hereof; or\n\n     (h)  The Company shall fail to obtain from a successor (including a \nsuccessor to a material portion of the business or assets of the Company) a\nsatisfactory assumption in writing of the Company's obligations under this\nAgreement; or\n\n                                      -18-\n\n \n     (i)  The Company shall fail to provide Employee with office space, related\nfacilities and support personnel (including, but not limited to, administrative\nand secretarial assistance) that are both commensurate with Employee's position\nand Employee's responsibilities to and position with the Company and not\nmaterially dissimilar to the office space, related facilities and support\npersonnel provided to other executive officers of the Company; or\n\n     (j)  The Company notifies Employee of the Company's intention not to \nobserve or perform one or more of the material obligations of the Company under\nthis Agreement.\n\n     \"Person\" means any individual, corporation, trust, partnership, limited\npartnership, foundation, association, limited liability company, joint stock\nassociation or other legal entity.\n\n     \"Protected Period\" means the period of time beginning with a Change of\nControl and ending 6 months following such Change of Control; provided, however,\nthat if any event has occurred which could reasonably be expected to result in a\nChange of Control and a Change of Control occurs within six months after such\nevent, then the Protected Period will begin on the date of such event.\n\n     \"Restricted Period\" means the period beginning on the date of the\ntermination or resignation of Employee's employment with the Company and its\nAffiliates and ending as follows, as applicable:\n\n          (i)  one year after the termination of Employee's employment if \n     Employee is not entitled to benefits under Section 7 or 10(c); or;\n\n          (ii) two years after the termination of Employee's employment, if \n     Employee receives all of the benefits under Section 7 or 10(c) (after\n     giving effect to any permissible setoff).\n\n                                      -19-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7445],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9539,9544],"class_list":["post-39103","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-encompass-services-corp","corporate_contracts_industries-construction__specialty","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\/39103","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=39103"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39103"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39103"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39103"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}