{"id":39105,"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-encompass5.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-encompass-management-co-encompass5","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-encompass-management-co-encompass5.html","title":{"rendered":"Employment Agreement &#8211; Encompass Management Co., Encompass Services Corp. and Robert C. Tyler"},"content":{"rendered":"<pre>                             EMPLOYMENT AGREEMENT\n\n     This Employment Agreement (this \"Agreement\") is effective as of March 21,\n2000, among Encompass Management Co., a Delaware corporation (the \"Company\"),\nEncompass Services Corporation, a Texas corporation (\"Encompass\"), and Robert C.\nTyler, a resident of Harris County, Texas (\"Employee\"). In consideration of the\npremises and the mutual covenants contained herein, the parties hereby agree as\nfollows:\n\n     1. Employment. The Company hereby agrees to employ Employee and Employee\nhereby agrees to work for the Company as its President - Mechanical Group.\nEmployee's principal office shall be in Houston, Texas. So long as Employee is\nemployed by the Company, Employee shall devote Employee's skill, energy and\nsubstantially all of his business-related efforts to the faithful discharge of\nEmployee's duties as an employee of the Company. 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.\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 years from the date of\nthis Agreement (the \"Initial Period\"), which shall be automatically extended for\nadditional, successive one year periods (the \"Additional Periods\") commencing on\nthe second anniversary date of this Agreement and on each anniversary date\nthereafter, unless either party gives notice of nonrenewal as provided in\nSection 10(e) or otherwise terminates this Agreement in accordance with the\nother provisions of Section 10.\n\n     3. Representations and Warranties. Employee represents and warrants that\nEmployee is under no contractual or other restrictions or obligations that will\nsignificantly limit Employee's activities on behalf of the Company or will\nprohibit or limit the disclosure or use of by Employee of any information which\ndirectly or indirectly relates to the nature of the Company or the services to\nbe rendered by Employee under this Agreement.\n\n     4.  Compensation. Subject to the provisions of Section 10, Employee will be\nentitled to the compensation and benefits set forth in this Section 4.\n\n     (a) During the Initial Period, the Company shall pay Employee an Annual\nBase Salary, payable semi-monthly, in equal semi-monthly installments at a rate\nequal to $225,000 per year for the first calendar year or portion thereof. In\neach subsequent calendar year during the term of this Agreement, the Company\nshall pay to Employee an Annual Base Salary determined by the Board of Directors\nfollowing its annual salary and performance review. Employee's Annual Base\nSalary will be reviewed at least annually in the fourth quarter of each fiscal\nyear of Employee's employment hereunder, commencing in the fourth quarter of\nfiscal year 2000.\n\n     (b) Employee shall be eligible to receive an annual bonus pursuant to the\nincentive compensation program in effect from time to time for executive\nemployees of the Company. The target bonus of Employee under such program shall\nnot be less than 80% of Employee's\n\n \nannual salary. The bonus will be earned for Employee's performance during each\ncalendar year but will be finally determined and paid following the closing of\nthe books and records of the Company for the calendar year and review of same by\nthe Compensation Committee of the Company and the Company's independent\nauditors.\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 therefor under\napplicable federal and state laws.\n\n    5. Fringe Benefits; Expenses. (a) During the term of employment of Employee\nhereunder, Employee shall participate in all employee benefit plans sponsored by\nthe Company for its executive employees, including but not limited to stock\nbonus, stock purchase, stock performance incentive and stock option plans, sick\nleave and disability leave, health insurance, dental insurance and pension\nand\/or profit sharing plans; provided, however, that except as provided below,\nthe nature, amount and limitations of such plans shall be determined from time\nto time by the Board of Directors of the Company.\n\n    (b) The Company will reimburse Employee for all reasonable business expenses\nincurred by Employee in the scope of Employee's employment; provided, however,\nthat Employee must file expense reports with respect to such expenses in\naccordance with the Company's policies as are in effect from time to time.\n\n    (c) During the term of employment of Employee hereunder, Employee shall be\nentitled to a minimum of four 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.\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.\n\n    (e) During the term of employment of Employee hereunder, the Company shall\nuse reasonable efforts to provide (i) life insurance payable to Employee's\ndesignated beneficiary in an amount at least three times Employee's Annual Base\nSalary and (ii) disability insurance on behalf of Employee which, as a goal,\nshall provide for salary continuation in the event of permanent disability in an\namount equal to the lesser of (i) 60% of Employee's Annual Base Salary, or (ii)\n$10,000 per month.\n\n    6. Indemnification and Insurance. The Company shall indemnify Employee with\nrespect to matters relating to Employee's services as an officer and\/or director\nof the Company or any of its Affiliates (as defined in Exhibit A attached\nhereto) to the extent set forth in the Company's By-laws and in accordance with\nthe terms of any other indemnification which is generally applicable to\nexecutive officers of the Company or any of its Affiliates that may be provided\nby the Company or any such Affiliate from time to time. The foregoing indemnity\nis contractual and will survive any adverse amendment to or repeal of the By-\nlaws. The Company\n\n                                      2\n\n \nwill also 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 executive officer or director of the Company. The\nprovisions of this Section 6 will survive the termination of Employee's\nemployment for any reason and the term of this Agreement.\n\n    7. Change in Control of the Company.\n\n    (a) If a Change of Control (as defined in Exhibit A attached hereto) occurs\nand if during the Protected Period (as defined in Exhibit A attached hereto),\nEmployee's employment is terminated or not renewed pursuant to Section 10,\nwhether by the Company or by Employee, then the Company shall promptly pay or\notherwise provide to Employee the benefits set forth below:\n\n        (i) An amount equal to two times the sum of (A) Employee's Annual Base\n    Salary then in effect and (B) the amount of the Employee's target bonus\n    established by the Compensation Committee of the Board at the beginning of\n    the calendar year in which such termination occurs, which shall not be less\n    than 80% of the Annual Base Salary for such year, payable in a single lump\n    sum by certified or bank cashier's check within 30 days of such termination;\n    and\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 Employee's\n    dependents under the Company's health insurance plan under COBRA and under\n    all life insurance and disability policies provided by Employer for\n    Employee, multiplied by (B) 24 months (payable over such period). Any unpaid\n    amount under this clause (ii) will cease if Employee obtains substantially\n    similar coverage under new employment.\n\nThe Company will use its best efforts to keep the policies of insurance referred\nto in clause (ii) above in effect for the benefit of the Employee through the 24\nmonth period, and after the expiration of such 24 month period, if the Employee\nis unable to secure reasonable alternative coverage as a result of lack of\ninsurability, at the written request of the Employee, the Company will use\nreasonable commercial efforts to continue such coverage, provided that the\nCompany will have no obligation to incur any incremental cost or risk (other\nthan minor administration inconvenience) and Employee shall agree in writing to\nbear all such cost and risk and hold the Company harmless against same.\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 (as defined in Exhibit A attached hereto)\nor (iv) by Employee for other than Good Reason (as defined in Exhibit A attached\nhereto) 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\n\n                                       3\n\n \nemployment with the Company during the Protected Period. If Employee's\nemployment is terminated or not renewed pursuant to Section 10 during a\nProtected Period or otherwise in connection with a \"change of control\" of the\nCompany, within the meaning of Section 280G of the Internal Revenue Code of\n1986, as amended (the \"Code\"), a portion of those benefits could be\ncharacterized as \"excess parachute payments\" within the meaning of Section 280G\nof the Code. The parties hereto acknowledge that the protections set forth in\nthis Section 8 are important, and it is agreed that Employee should not have to\nbear the full burden of the excise tax that might be levied under Section 4999\nof the Code or any similar provision of state or federal law, in the event that\nany portion of the benefits payable to Employee pursuant to this Agreement or\nthe other incentive plans of the Company are treated as an excess parachute\npayment. The parties, therefore, have agreed as set forth in this Section 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 state or federal law or any interest or\npenalties are incurred by Employee with respect to such excise tax (such excise\ntax, together with any such interest and penalties, are hereinafter collectively\nreferred to as the \"Excise Tax\"), then the Company shall pay an additional\npayment, not to exceed $250,000 in the aggregate (a \"Gross-Up Payment\"), in an\namount such that after payment by Employee of all taxes (including any interest\nor penalties imposed with respect to such taxes), including, without limitation,\nany income taxes (and any interest and penalties imposed with respect thereto)\nand Excise Tax imposed on the Gross-Up Payment, Employee retains an amount of\nthe Gross-Up Payment equal to fifty percent (50%) the Excise Tax imposed on the\nPayments. The Employee will bear the cost of the remaining 50% until the\naggregate Gross Payments from the Company have reached $250,000, and will\nthereafter bear all additional taxes, interest or penalties.\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\n\n                                       4\n\n \nSection 4999 of the Code at the time of the initial determination by the\nAccounting Firm hereunder, it is possible that Gross-Up Payments may not have\nbeen made by the Company that should have been made (\"Underpayment\"), consistent\nwith the calculations required to be made hereunder. If the Employee thereafter\nis required to make a payment of any Excise Tax, the Accounting Firm shall\ndetermine the amount of the Underpayment that has occurred and any such\nUnderpayment shall be promptly paid by the Company to or for the benefit of\nEmployee, consistent with the maximum limitation stated in paragraph 8(b) above.\nIn the event it is determined by the Accounting Firm that the Gross Payments\npreviously made by the Company exceeded the limitations stated in paragraph 8(b)\nabove, upon written notice from the Company, accompanied by a copy of the\nAccounting Firm's calculation of same, the amount of such overpayment shall be\npromptly paid by the Employee to the Company.\n\n    9. Options and Other Stock-Related Plans. Except to the extent otherwise\nprovided in this Section 9, the terms and conditions of any option, stock bonus,\nrestricted stock, stock award or other stock-related plan or program with\nrespect to capital stock of the Company which may be granted to Employee or in\nwhich Employee may participate shall be governed by the applicable Company plan,\nif any, and\/or separate agreement(s) between the Company and Employee with\nrespect thereto.\n\n    (a) All stock options granted to the Employee prior to February 22, 2000\nwill vest upon a termination of this Agreement by the Company or the Employee\nunder Section 10(c) at any time during the Initial Period.\n\n    (b) Upon the occurrence of any of the termination events described in\nSection 9(a) above, the exercise period of each stock option granted before\nFebruary 22, 2000 and then held by the Employee shall be the greater of (i) the\nbalance of the Initial Period, or (ii) ninety (90) days from the date of such\ntermination, but in neither event beyond the unexpired term of such option as\nset forth in the respective plan or option agreement under which such option was\ninitially granted.\n\n    (c) The exercise period of all Founder Options (as defined in Exhibit A)\nheld by the Employee on the date hereof shall be the remainder of the ten-year\nterm of such Founder Options.\n\n    (d) Except as otherwise provided in Section 9(b) or 9(c), the exercise\nperiod for stock options held by the Employee at the time of any termination of\nthe Agreement shall be the greater of (i) ninety (90) days from the effective\ndate of termination of employment other than under Section 10(b), (ii) thirty\n(30) days from the effective date of termination of employment under Section\n10(b), (iii) the exercise period established in or under the terms of the stock\noption plan or stock option agreement to which such stock options are subject,\nor (iv) the exercise period established in or under the terms of any other\nwritten agreement between the Employee and the Company with respect to such\nstock options.\n\n                                       5\n\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 Employee's employment hereunder at any time during the\nterm of this Agreement by delivery of sixty (60) days prior written notice by\nthe terminating party to the other party. Promptly after such termination of\nemployment, in addition to any other payments or benefits provided in this\nSection 10, the Company shall pay to Employee an amount equal to the sum of (i)\nEmployee's earned but unpaid Annual Base Salary through the date of termination\nof employment at the rate in effect at the time of such termination, (ii)\nvacation pay earned but not taken to the date of such termination, and (iii) all\nother amounts previously deferred by Employee or earned but not paid as of such\ndate under all Company incentive or deferred compensation plans or programs.\n\n    (b) Termination for Cause; Resignation without Good Reason. If the Company\nterminates Employee's employment for Cause, or if the Employee terminates\nemployment without Good Reason, the payments due to Employee shall be limited to\nthe amounts described in Section 10(a).\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 the Employee terminates Employee's employment for Good\nReason, then the Company shall promptly pay or otherwise provide to Employee the\nfollowing amounts in addition to those set forth in Section 10(a):\n\n        (i) An amount equal to two times the sum of (A) Employee's Annual Base\n    Salary then in effect and (B) the amount of the Employee's target bonus\n    established by the Compensation Committee of the Board at the beginning of\n    the calendar year in which such termination occurs, which shall not be less\n    than 80% of the Annual Base Salary for such year, payable in a single lump\n    sum by certified or bank cashier's check within 30 days of such termination;\n    and\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 Employee's\n    dependents under the Company's health insurance plan under COBRA, and under\n    all life insurance and disability policies provided by Employer for Employee\n    multiplied by (B) 24 months (payable over such period). Any unpaid amount\n    under this clause (ii) will cease if Employee obtains substantially similar\n    coverage under new employment.\n\n                                       6\n\n \n    (d) Termination on Disability. If at any time during the term of Employee's\nemployment hereunder, Employee is unable due to physical or mental disability,\nto perform effectively Employee's duties hereunder, the Company shall continue\npayment of salary as provided in Section 4 during the first 12 month period of\nsuch disability to the extent not covered by the Company's disability insurance\npolicies (the Company may offset against its obligations in this sentence the\namounts actually received by the Employee under such policies). Upon the\nexpiration of such 12 month period, the Company, at its sole option, may\ncontinue payment of Employee's salary for such additional periods as the Company\nelects, or may terminate Employee's employment hereunder without any further\ncompensation obligations to Employee hereunder. If Employee should die during\nthe term of Employee's employment hereunder, Employee's employment and the\nCompany's obligations hereunder for compensation payments shall terminate as of\nthe end of the month in 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 sixty (60) days prior written notice by the electing party to the\nother party. At the expiration of the employment term (in addition to any other\namounts provided in Section 10(f) below in the case of a non-renewal by the\nCompany), the Company shall pay to Employee an amount equal to the sum of (i)\nEmployee's earned but unpaid Annual Base Salary through the date of termination\nof employment at the rate then in effect, (ii) vacation pay earned but not taken\nto the date of such termination, and (iii) all other amounts previously deferred\nby Employee or earned but not paid as of such date under all Company incentive\nor deferred compensation plans or programs. In the event of a non-renewal by the\nEmployee, the amounts due the Employee shall be limited to the amounts specified\nin clause (i), (ii) and (iii) 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 renew the Employee's employment as of the\nend of the Initial Period or an Additional Period, and provided the Employee\ncontinues to perform Employee's duties and responsibilities through the end of\nsuch Initial Period or Additional Period, as the case may be, then the Company\nshall promptly pay or otherwise provide to Employee the following amounts in\naddition to those set forth in Section 10(a):\n\n        (i) An amount equal to the sum of (A) Employee's Annual Base Salary then\n    in effect and (B) the amount of the Employee's target bonus established by\n    the Compensation Committee of the Board at the beginning of the calendar\n    year in which such termination occurs, which shall not be less than 80% of\n    the Annual Base Salary for such year, payable in a single lump sum by\n    certified or bank cashier's check within 30 days of such termination; and\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 Employee's\n    dependents under the Company's health insurance plan under COBRA, and under\n    all life insurance and disability policies provided by Employer for Employee\n    multiplied by (B)\n\n                                       7\n\n \n    12 months (payable over such period). Any unpaid amount under this clause\n    (ii) will cease if Employee obtains substantially similar coverage under new\n    employment.\n\n    (g) Continuance of Insurance. The Company will use its best efforts to keep\nthe policies of insurance referred to in clause (ii) of Sections 10(c) and\nSection 10(f) above in effect for the benefit of the Employee through the 24 or\n12 month period (as the case may be), and after the expiration of such 24 or 12\nmonth period (as the case may be) if the Employee is unable to secure reasonable\nalternative coverage as a result of lack of insurability, at the written request\nof the Employee, the Company will use reasonable commercial efforts to continue\nsuch coverage, provided that the Company will have no obligation to incur any\nincremental cost or risk (other than minor administration inconvenience) and\nEmployee shall agree in writing to bear all such cost and risk and hold the\nCompany harmless against same.\n\n    (h) 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 as\na result of a disability of Employee in accordance with Section 10(d), or is\nterminated by Employee with Good Reason, Employee agrees to accept, in full\nsettlement of any and all claims, losses, damages and other demands that\nEmployee may have arising out of such termination or non-renewal, as liquidated\ndamages and not as a penalty, the payments, benefits and vesting of rights set\nforth in this Agreement. Employee hereby waives any and all rights Employee may\nhave to bring any cause of action or proceeding contesting any such termination\nor non-renewal; provided, however, that such waiver shall not be deemed to\naffect Employee's rights to enforce any other obligations of the Company\nunrelated to employment. 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.\n\n    (i) Lock-ups, etc. During the one year period after Employee receives the\nlump sum payments as provided in Section 10(c) or (f) above, Employee shall sign\nany lock-up letters, standstill agreements, or other similar documentation\nspecifically required by an underwriter from such Employee in connection with a\npublic offering of securities by the Company or take other actions reasonably\nrelated thereto as requested by the Board of Directors of the Company; provided,\nhowever, that equivalent agreements are being required of Company management and\nthe period of any such lock-up or standstill agreements shall not exceed the\nshorter of (i) 180 days or (ii) the balance of the one (1) year period. In the\nevent Employee fails to sign any such letters, agreements or similar\ndocumentation or take any such action, the Company may seek and obtain specific\nperformance of such covenant, including any injunction requiring execution\nthereof or the taking of any such actions, and Employee hereby appoints the then\npresident of the Company in office from time to time to sign any such documents\non Employee's behalf so long as such documents are prepared on the same basis as\nother shareholders generally or as all Company management shareholders.\n\n    11. No Mitigation Obligation. The Company acknowledges that it will be\ndifficult and may be impossible (i) for Employee to find reasonably comparable\nemployment following termination of Employee's employment and (ii) to measure\nthe amount of damages which Employee may suffer as a result of the termination\nof Employee's employment. Accordingly, all\n\n                                       8\n\n \namounts paid to Employee under this Agreement following Employee's termination\nof employment are acknowledged by the Company to be reasonable and to be\nliquidated damages, and Employee will not be required to mitigate 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 Affiliates\nand thereafter during the Restricted Period (as defined in Exhibit A attached\nhereto), regardless of the reason for the termination of Employee's employment,\nEmployee will not engage in or carry on, directly or indirectly, either for\nhimself or as a member of a partnership or as a shareholder, investor, owner,\nofficer or director of a company or other entity, or as an employee, agent,\nassociate or consultant of any person, partnership, corporation or other entity,\nany business in any State of the United States or in any other part of the world\nthat directly competes with any services or products produced, sold, conducted,\ndeveloped, or in the process of development by the Company or its Affiliates on\nthe date of termination of Employee's employment.\n\n     (b) Notwithstanding the foregoing, Employee shall not be deemed to be in\nviolation 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 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 during\nEmployee's employment with the Company.\n\n     (d) In the event that there shall be any violation of the covenant not to\ncompete set forth in this Section 12, then the time limitation thereof shall be\nextended for a period of time equal to the period of time during which such\nviolation continues; and in the event the Company is required to seek relief\nfrom such violation in any court, board of arbitration or other tribunal, then\nthe covenant shall be extended for a period of time equal to the pendency of\nsuch proceedings, including all appeals.\n\n     (e) Employee agrees that the remedy at law for any breach by Employee of\nthis Section 12 will be inadequate and that the Company shall also be entitled\nto injunctive relief.\n\n     13. Confidential Information. During the term of Employee's employment\nhereunder, and for five years after Employee's termination of employment,\nEmployee shall not use or disclose, without the prior written consent of the\nCompany, Confidential Information (as defined\n\n                                       9\n\n \nin Exhibit A attached hereto) relating to the Company or any of its Affiliates,\nand upon termination of Employee's employment will return to the Company all\nwritten materials in Employee's possession embodying such Confidential\nInformation. Employee will promptly disclose to the Company all Confidential\nInformation, as well as any business opportunity related to the Company which\ncomes to Employee's attention during the term of Employee's employment with the\nCompany. Employee will not take advantage of or divert any such business\nopportunity for the benefit of Employee or any other Person (as defined in\nExhibit A attached hereto) without the prior written consent of the Company.\nEmployee agrees that the remedy at law for any breach by Employee of this\nSection 13 will be inadequate and that the Company shall also be entitled to\ninjunctive 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,\nEmployee hereby agrees that all patents, trademarks, copyrights, trade secrets,\nand other intellectual property rights, all inventions, whether or not\npatentable, and any product, drawing, design, recording, writing, literary work\nor other author's work, in any other tangible form developed in whole or in part\nby Employee during the term of this Agreement, or otherwise developed, purchased\nor acquired by the Company or any of its Affiliates, shall be the exclusive\nproperty of the Company or such Affiliate, as the case may be (\"Intellectual\nProperty\").\n\n     (b) Employee will hold all Intellectual Property in trust for the Company\nand will deliver all Intellectual Property in Employee's possession or control\nto the Company upon request and, in any event, at the end of Employee's\nemployment with the Company.\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 copyright,\nany trademark or any mask work registration owned by or vesting in the Company\nor any of its Affiliates under this Agreement.\n\n     15.  Definitions. As used in this Agreement , the terms defined in Exhibit\nA have the means 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                                      10\n\n \n          (a)    If to Employee:\n\n                 Robert Taylor\n                 10219 Green Tree\n                 Houston, TX 77042\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:  713-626-4766\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\nthe Employee to the Company.\n\n    18. Assignment. This Agreement is personal to Employee, and Employee shall\nnot assign any of Employee's rights or delegate any of Employee's duties\nhereunder without the prior written consent of the Company. Neither Employee nor\nEmployee's spouse will have the right to commute, encumber, or otherwise dispose\nof any payments under this Agreement. The Company shall have the right to assign\nthis Agreement to a successor in interest in connection with a merger, sale of\nsubstantially all assets, or the like; provided however, that an assignment of\nthis Agreement to an entity with operations, products or services outside of the\nindustries in which the Company is then active shall not be deemed to expand the\nscope of Employee's covenant not to compete with such operations, products or\nservices without Employee's written consent. The Company shall require any\nPerson who is the successor (whether direct or indirect, by purchase, merger,\nconsolidation, reorganization, or otherwise) to all or substantially all of the\nbusiness and\/or assets of the Company to expressly assume and agree to perform,\nby a written agreement in form and substance reasonably satisfactory to\nEmployee, all of the obligations of the Company under this Agreement. 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 termination\nof 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 Texas without regard to the choice-of-\nlaw principles thereof.\n\n                                      11\n\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 delay\nin exercising, any right or remedy hereunder shall operate as a waiver hereof,\nnor shall any single or partial exercise of any such right or remedy by such\nparty 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 provisions of this Agreement shall nevertheless\ncontinue to be valid, legal and enforceable as though the invalid or\nunenforceable parts had not been included therein. In addition, in such event\nthe parties hereto shall negotiate in good faith to modify this Agreement so as\nto effect the original intent of the parties as closely as possible with respect\nto those provisions which were held to be invalid, illegal or unenforceable.\n\n    27. Attornevs' Fees and Costs. If any action at law or in equity is brought\nto enforce or interpret the terms of this Agreement, the prevailing party shall\nbe entitled to reasonable attorneys' fees, costs and necessary disbursements in\naddition to any other relief to which it may be entitled.\n\n                                      12\n\n \n    28. Encompass Performance Agreement. 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 on\nthe date first above written.\n\n                                        COMPANY:\n\n                                        ENCOMPASS MANAGEMENT CO.\n\n                                        By: \/S\/ D. L. LUKE\n                                            --------------\n                                        Name: D. L. LUKE\n                                              ----------\n                                        Title: EVP\/COO\n                                               -------\n\n                                        ENCOMPASS:\n\n                                        ENCOMPASS SERVICES CORPORATION\n\n                                        By: \/S\/ D. L. LUKE\n                                            --------------\n                                        Name: D. L. LUKE\n                                              ----------\n                                        Title: EVP\/COO\n                                               -------\n\n                                        EMPLOYEE:\n\n                                        \/S\/ ROBERT TYLER\n                                        ----------------\n\n                                        Printed Name: Robert Tyler\n                                                      ------------\n\n                                      13\n\n \n                                                                       EXHIBIT A\n\n                                  DEFINITIONS\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 the\nCompany, means the termination of Employee's employment by the Company by reason\nof (i) the conviction of Employee of a crime involving moral turpitude by a\ncourt of competent jurisdiction; (ii) the proven commission by Employee of an\nact of fraud upon the Company; (iii) the willful and proven misappropriation of\nany funds or property of the Company by Employee; (iv) the willful, continued\nand unreasonable failure by Employee to perform material duties assigned to\nEmployee after reasonable notice and opportunity to cure such performance has\nbeen given by the Company; (v) the knowing engagement by Employee in any direct,\nmaterial conflict of interest with the Company without compliance with the\nCompany's conflict of interest policy, if any, then in effect; (vi) the knowing\nengagement by Employee, without the written approval of the Board of Directors\nof the Company, in any activity which competes with the business of the Company\nor any of its Affiliates or which would result in a material injury to the\nCompany or any of its Affiliates; or (vii) the knowing engagement in any\nactivity which would constitute a material violation of the provisions of the\nCompany's Insider Trading Policy or Business Ethics Policy, if any, then in\neffect.\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 of\n    Common Stock of the Company (the \"Outstanding Company Common Stock\") or (2)\n    the combined voting power of the then outstanding voting securities of the\n    Company entitled to vote generally in the election of directors (the\n    \"Outstanding Company Voting Securities\"); provided, however, that the\n    following acquisitions shall not constitute a Change of Control: (a) any\n    acquisition of Common Stock of the Company or voting securities of the\n    Company directly from the Company (excluding an acquisition by virtue of the\n    exercise of a conversion privilege), (b) any acquisition of Common Stock of\n    the Company or voting securities of the Company by the Company (c) any\n    acquisition of Common Stock of the Company or voting securities of the\n    Company by any employee benefit plan(s) (or related trust(s)) sponsored or\n    maintained by the Company or any corporation controlled by the Company and\n    approved\n\n                                      14\n\n \n    by the Incumbent Board, (d) any acquisition by any corporation pursuant to a\n    reorganization, merger or consolidation, if, immediately following such\n    reorganization, merger or consolidation, the conditions described in clauses\n    (1), (2) and (3) of paragraph (iii) below of this definition are satisfied,\n    or (e) an acquisition by Apollo Management L.P. and\/or one or more of its\n    affiliates resulting in an ownership of no more than 40% of the Common Stock\n    of the Company (for this purpose, any securities convertible into Common\n    Stock held by Apollo Management L.P. and its affiliates will be treated as\n    if 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 Board\n    of Directors of the Company (the \"Incumbent Board\") cease for any reason to\n    constitute at least a majority of the Board of Directors of the Company (the\n    \"Board\"); provided, however, that any individual becoming a director\n    subsequent to the date hereof whose election, or nomination for election by\n    the Company's shareholders, was approved by a vote of at least a majority of\n    the directors then comprising the Incumbent Board shall be considered as\n    though such individual were a member of the Incumbent Board, but excluding,\n    for this purpose, any such individual whose initial assumption of office\n    occurs as a result of either (1) an actual or threatened election contest\n    (as such terms are used in Rule 14a-11 of the Regulation 14A promulgated\n    under the Exchange Act), or an actual or threatened solicitation of proxies\n    or consents by or on behalf of a Person other than the Board or (2) a plan\n    or agreement to replace a majority of the members of the Board then\n    comprising the Incumbent Board; or\n\n        (iii) approval by the shareholders of the Company 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 the Company through\n    one or more subsidiaries) and the combined voting power of the then\n    outstanding voting securities of such corporation entitled to vote generally\n    in the election of directors is then beneficially owned, directly or\n    indirectly, by all or substantially all of the individuals and entities who\n    were the beneficial owners, respectively, of the Outstanding Company Common\n    Stock and Outstanding Company Voting Securities immediately prior to such\n    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 Company Common Stock or\n    Outstanding Company Voting Securities, as the case may be, (2) no Designated\n    Person (excluding the Company, any employee benefit plans) (or related\n    trust(s)) of the Company and\/or its subsidiaries or any Person beneficially\n    owning, immediately prior to such reorganization, merger or consolidation,\n    directly or indirectly, 30% (or such lesser percentage as may be approved by\n    the Incumbent Board) or more of the Outstanding Company Common Stock or\n    Outstanding Company 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 the corporation resulting\n\n                                      15\n\n \n    from such reorganization, merger or consolidation or the combined voting\n    power of the then outstanding voting securities of such corporation entitled\n    to vote generally in the election of directors, and (3) at least a majority\n    of the members of the board of directors of the corporation resulting from\n    such reorganization, merger or consolidation were members of the Incumbent\n    Board at the time of the execution of the initial agreement providing for\n    such reorganization, merger or consolidation; or\n\n          (iv) approval by the shareholders of the Company of (1) a complete\n    liquidation or dissolution of the Company or (2) the sale or other\n    disposition of all or substantially all of the assets of the Company, other\n    than to a corporation, with respect to which immediately following such sale\n    or other disposition, (A) more than 50% (or such greater percentage as may\n    be approved by the Incumbent Board) of the then outstanding shares of common\n    stock of such corporation and the combined voting power of the then\n    outstanding voting securities of such corporation entitled to vote generally\n    in the election of directors is then beneficially owned, directly or\n    indirectly, by all or substantially all of the individuals and entities who\n    were beneficial owners, respectively, of the Outstanding Company Common\n    Stock and Outstanding Company Voting Securities immediately prior to such\n    sale or other disposition in substantially the same proportion as their\n    ownership, immediately prior to such sale or other disposition, of the\n    Outstanding Company Common Stock and Outstanding Company Voting Securities,\n    as the case may be, (B) no Designated Person (excluding the Company and any\n    employee benefit plan (or related trust) of the Company and\/or its\n    subsidiaries or such corporation and any Person beneficially owning,\n    immediately prior to such sale or other disposition, directly or indirectly,\n    30% (or such lesser percentage as may be approved by the Incumbent Board) or\n    more of the Outstanding Company Common Stock or Outstanding Company Voting\n    Securities, as the case may be) beneficially owns, directly or indirectly,\n    30% (or such lesser percentage as may be approved by the Incumbent Board) or\n    more of, respectively, the then outstanding shares of common stock of such\n    corporation or the combined voting power of the then outstanding voting\n    securities of such corporation entitled to vote generally in the election of\n    directors, and (C) at least a majority of the members of the board of\n    directors of such corporation were members of the Incumbent Board at the\n    time of the execution of the initial agreement or action of the Board\n    providing for such sale or other disposition of assets of the Company; or\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 could reasonably be expected to desire be held in confidence,\nor the disclosure of which would likely be embarrassing, detrimental or\ndisadvantageous 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\n\n                                      16\n\n \nrelationship. Confidential Information, however, shall not include information\n(a) which is, at the time in question, in the public domain through no wrongful\nact of Employee, (b) which is later disclosed to Employee by one not under\nobligations 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    \"Founder Options\" mean the options to acquire common stock of the Company\nfor an exercise price of approximately $3.07 per share (as presently\nconstituted) granted to the Employee prior to the Company's initial public\noffering.\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 the Employee's compensation (provided that\nin the case of such a change within a Protected Period, such increase must be\nsatisfactory to the Employee in Employee's sole reasonable judgment), except in\neach case in connection with the termination of Employee's employment by the\nCompany for Cause or on account of disability, or as a result of the Employee's\ndeath, or by the Employee for other than Good Reason; provided, however, that\nGood Reason shall not be triggered under this subsection (a) by an immaterial\naction not taken in bad faith or by an action that is remedied by the Company\npromptly after receipt of written notice from Employee; or\n\n    (b) Employee's Annual Base Salary is reduced (i) within a Protected Period,\nfrom that in effect immediately prior to the commencement of a Protected Period\nor as the same may be increased from time to time thereafter, or (ii) other than\nwithin a Protected Period, from that which was in effect prior to such action\nunless such reduction is part of a general reduction in compensation within the\nofficer ranks due to economic or company-wide considerations; or\n\n    (c) The Company (i) within a Protected Period, fails to continue in effect\nany benefit or compensation plan, including, but not limited to, the annual\nbonus plan, qualified retirement plan, executive life insurance plan and\/or\nhealth and accident plan, in which Employee is participating immediately prior\nto the commencement of the Protected Period, or plans providing, in the sole\nreasonable judgment of Employee, Employee with substantially similar benefits,\nor 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                                      17\n\n \n    (d) The Company requires the Employee at any time to relocate more than 50\nmiles from where Employee's principal office was located immediately prior to\nsuch event; or\n\n    (e) 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    (f) 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    (g) The Company shall violate or breach any other material obligation of the\nCompany owing to Employee relating to Employee's employment with the Company,\nprovided that in the event of a violation or breach that is reasonably subject\nto being cured by the Company, Good Reason shall only occur if the Company shall\nfail or refuse to commence a cure within 15 days after written notice thereof is\ngiven by Employee to the Company or shall thereafter fail to diligently\nprosecute such cure to completion; or\n\n    (h) 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    (i) The Company shall fail to obtain from a successor (including a successor\nto a material portion of the business or assets of the Company) a satisfactory\nassumption in writing of the Company's obligations under this Agreement; or\n\n    (j) 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 the Employee's\nposition and Employee's responsibilities to and position with the Company and\nnot materially dissimilar to the office space, related facilities and support\npersonnel provided to other executive officers of the Company; or\n\n    (k) The Company notifies Employee of the Company's intention not to observe\nor perform one or more of the material obligations of the Company under this\nAgreement.\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\n\n                                      18\n\n \nControl occurs within six months after such event, then the Protected Period\nwill 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 Employee\n     is not entitled to benefits under Section 7(a) 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(a) or 10(c) (after\n     giving effect to any permissible setoff).\n\n                                      19\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-39105","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\/39105","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=39105"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39105"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39105"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39105"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}