{"id":39750,"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-contract-boots-coots-international-well-control.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-contract-boots-coots-international-well-control","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-contract-boots-coots-international-well-control.html","title":{"rendered":"Employment Contract &#8211; Boots &#038; Coots International Well Control Inc. and Jerry Winchester"},"content":{"rendered":"<pre>                               EMPLOYMENT CONTRACT\n\nThis Agreement is made and entered into by and between BOOTS &amp; COOTS\nINTERNATIONAL WELL CONTROL, INC., and its wholly owned subsidiaries, referred to\ntogether in this Contract as 'Employer', and JERRY WINCHESTER, referred to in\nthis Contract as 'Employee'. Employer hereby employs Employee and Employee\naccepts such employment on the following terms and conditions:\n\n1.     Term. Employee shall be employed by Employer for a period of five (5)\nyears from the effective date hereof. This letter agreement shall be\nautomatically renewed for successive additional five (5) year terms unless\nnotice of termination is given in writing by either party to the other party at\nleast thirty (30) days prior to the expiration of the initial term or any such\nrenewal term.\n\n2.     Duties. Employee shall hold the title of President and Chief Operating\nOfficer, and shall perform such services regarding the operations of Employer as\nare appropriate for the position and as the Board of Directors, or Senior\nmanagement, may from time to time request. Employee shall at all times\nfaithfully, with diligence, and to the best of his ability, experience and\ntalents, perform all the duties that may be required of and from him pursuant to\nthe terms of this letter agreement. It is expressly understood and agreed that\nin the performance of his duties and obligations hereunder, Employee shall at\nall times, be subject to the direction and control of the Executive Committee\nand Senior management of Employer.\n\n3.     Compensation. In consideration of the work and other services that \nEmployee performs for Boots &amp; Coots hereunder, Boots &amp; Coots shall pay Employee\nthe following:\n\n                  a) Base Salary. A gross annual base salary of $250,000,\n                  payable semi-monthly in accordance with Employer's normal\n                  payroll policies, subject to withholding for federal income\n                  tax, social security, state and local taxes, if any, and any\n                  other sums that Employer may be legally required to withhold;\n\n                  b) Auto Allowance. In addition to the Base Salary, Employer\n                  shall pay $12,000 per year for Employee's use of his personal\n                  automobile on behalf of Employer. Such auto allowance shall be\n                  payable in accordance with Employer's normal payroll policies,\n                  subject to withholding for federal income tax, social\n                  security, state and local taxes, if any, and any other sums\n                  that Employer may be legally required to withhold;\n\n                  c) Incentive Stock Plan. Employer has adopted an Employee\n                  Incentive Stock Plan and will, as a condition of employment,\n                  award Employee an Option to purchase up to 1,000,000 shares of\n                  the $0.00001 par value Common Stock of Employer, at a price\n                  equal to eighty percent (80%) of the last bid price of such\n                  Common Stock on the American Stock Exchange on the day\n                  preceding the date hereof. 200,000 of such Options shall be\n                  vested upon execution hereof and the balance shall vest at the\n                  rate of 200,000 on each anniversary of Employee's employment\n                  and shall be further conditioned upon Employee's continued\n                  employment at the time of each vesting.\n\n\n\n\n\n\n                  d) Retirement Plan. Employer has proposed to adopt a defined\n                  contribution retirement plan permitting employees to\n                  contribute a percentage of their annual salary to a managed\n                  retirement plan. The amount of such contribution shall be the\n                  lesser of 10% of an employee's annual salary, or the maximum\n                  permitted by law. Employer will match employee's annual\n                  contribution to such a retirement plan by an equal\n                  contribution denominated in common stock of Employer.\n\n                  e) Insurance. Employer will provide Employee with coverage\n                  under a policy of hospitalization and major medical insurance\n                  at no cost to the Employee. Such of Employee's dependants may\n                  be covered under such insurance policy, subject to the terms\n                  of such policy, at the expense of Employee. Employer will\n                  provide life insurance coverage in amount of not less than\n                  $250,000 and short term disability insurance coverage in an\n                  amount to be determined by the company. Employee acknowledges\n                  that Employer may seek to secure a policy of Key Man life\n                  insurance on the life of Employee, with death benefits payable\n                  to the company. Employee agrees to cooperate with the company\n                  in securing the same.\n\n                  f) Annual Review. Employee shall be eligible each year during\n                  the five year term of this agreement and each extension hereof\n                  for a merit review by the President, Chairman of the Board, or\n                  Board of Directors, of Employer to consider increases to\n                  Employee's compensation.\n\n                  g) Consideration for Execution. Employer and Employee agree\n                  that the market value cannot be established for all inventions\n                  that may be discovered or developed by Employee which are\n                  required to be transferred and assigned to Employer pursuant\n                  to the terms of paragraph 7 of this Agreement. In\n                  consideration for the opportunity costs and rights relinquised\n                  by Employee for Inventions and for the restrictive covenants\n                  contained in paragraphs 6 and 8 hereof, Employer shall pay the\n                  sum of $25,000, contemporaniously with the execution herof, as\n                  additional consideration for the execution of this Employment\n                  Contract. Employee acknowledges that this sum, together with\n                  the other considerations set forth herein, is sufficient\n                  consideration for his execution hereof and the undertakings\n                  contained in paragraphs 6, 7 and 8.\n\n4.     Vacation and Sick Leave. Employee shall be entitled to three weeks of\npaid vacation each year of his employment hereunder. Such vacation shall be\ntaken at such time, or times, as shall not be disruptive to the business of\nEmployer. Scheduling shall be accomplished with the Executive Committee. In\naddition, Employee shall be entitled to paid sick leave of five (5) days for\neach year of service to Employer, up to a maximum os fifteen days annually.\n\n5.     Expenses. Boots &amp; Coots shall reimburse Employee for all reasonable \nexpenses and disbursements incurred by Employee, and approved by appropriate\ndesignees of the Executive Committee, in the performance of his duties\nhereunder, including expenses for entertainment and travel, as are consistent\nwith the policies and procedures of Employer and Internal Revenue Service\nregulations. Travel and other expenses from Employee's home to company's office\nare not included. Employer shall furnish Employee with a cellular telephone and\npager, at the expense of Employer.\n\n\n\n\n\n6.     Confidential Information. Employee acknowledges that in the course of\nemployment by Employer, Employee will receive certain trade secrets and\nconfidential information belonging to the Employer which Employer desires to\nprotect as confidential. For the purposes of this Agreement, the term\n'confidential information' shall mean information of any nature and in any form\nwhich at the time is not generally known to those persons engaged in business\nsimilar to that conducted by Employer. Employee agrees that such information is\nconfidential and that the will not reveal such information to anyone other than\nofficers, directors and employees of Employer. Upon termination of employment,\nfor any reason, Employee shall surrender all papers, documents and other\nproperty of Employer.\n\n7.     Information, Ideas, Concepts, Improvements, Discoveries, Inventions, \netc.. Employee agrees that during his employment he will promptly disclose, in\nwriting, all information, ideas, concepts, improvements, discoveries and\ninventions, whether patentable or not, and whether or not reduced to practice,\nwhich are conceived, developed, made or acquired by Employer, either\nindividually, or jointly with others, and which relate to the business, products\nor services of Employer, or any of its subsidiaries or affiliates, irrespective\nof whether such information, idea, concept, improvement, discovery or invention\nwas conceived, developed, discovered or acquired by Employee on the job, or\nelsewhere (collectively, the 'Inventions'). Employer and Employee have agreed as\nfollows regarding the Inventions:\n\n                  a) All Inventions are, and shall be, the property of Employer.\n                  In this context, all drawings, memoranda, notes, records,\n                  files, correspondence, manuals, models, specifications,\n                  computer programs, maps and all other writings, or materials\n                  of any type embodying any such Inventions are and shall be the\n                  sole and exclusive property of Employer.\n\n                  b) Employee hereby specifically sells, assigns and transfers\n                  to Employer all of his worldwide right, title and interest in\n                  an to all such Inventions, and any United States or foreign\n                  applications for patents, inventor's certificates or other\n                  industrial rights that may be filed thereon, including\n                  divisions, continuations, continuations-in-part, reissues\n                  and\/or extensions thereof, and applications for registration\n                  of any names and marks included therewith. Both during the\n                  period of Employee's employment by Employer and thereafter,\n                  Employee shall assist Employer and its nominees at all times\n                  in the protection of such Inventions, both in the United\n                  States and all foreign countries, including but not limited\n                  to, the execution of all lawful oaths and all assignment\n                  documents, not inconsistent with this agreement, requested by\n                  Employer, or its nominee in connection with the preparation,\n                  prosecution, issuance or enforcement of any applications for\n                  United States or foreign letters patent, including divisions,\n                  continuations, continuations-in-part, reissue, and\/or\n                  extensions thereof, and any application for the registration\n                  of names and marks included therewith.\n\n                  c) Moreover, if during Employee's employment by Employer,\n                  Employee creates any original work of authorship which is the\n                  subject matter of copyright relating to Employer's business,\n                  products, or services, whether such work is created solely by\n                  Employee or jointly with others, Employer shall be deemed the\n                  author of such work if the work is prepared by Employee in the\n                  scope of his or her employment; or, if the work is not\n                  prepared by Employee within the scope of his\n\n\n\n\n\n                  or her employment, but is specifically ordered by Employer as\n                  a contribution to a collective work, as a part of a motion\n                  picture or other audiovisual work, as a translation, as a\n                  supplementary work, as a compilation or as an instructional\n                  text, then the work shall be considered to be a work made for\n                  hire and Employer shall be the author of the work. In the\n                  event such work is neither prepared by the Employee within the\n                  scope of his or her employment or is not a work specially\n                  ordered and deemed to be a work made for hire, then Employee\n                  hereby agrees to assign, and by these presents, does assign,\n                  to Employer an undivided one-half interest in and to all of\n                  Employee's worldwide right, title and interest in and to the\n                  work and all rights or copyright therein, including but not\n                  limited to, the execution of all formal assignment documents\n                  requested by Employer or its nominee, not inconsistent with\n                  this agreement, and the execution of all lawful oaths and\n                  applications for registration of copyright in the United\n                  States and foreign countries.\n\n8.     Agreement Not To Solicit. During the term hereof and for a period of one\nyear after the termination of employment hereunder (the 'Termination Date'),\nregardless of how terminated, Employee will not, singly, jointly, or as a\npartner, member, contractor, employee or agent of any partnership or as an\nofficer, director, employee, agent, contractor, stockholder or investor in any\nother entity or in any other capacity, directly or indirectly:\n\n                  a) induce, or attempt to induce, any person or party who, on\n                  the Termination Date is employed by or affiliated with Boots &amp; Coots or at any dime during the term of this covenant is, or\n                  may be, or becomes an employee of or affiliated with Employer,\n                  to terminate his, her or its employment or affiliation with\n                  Employer;\n\n                  b) induce, or attempt to induce, any person, business or\n                  entity which is or becomes a customer or supplier of Employer,\n                  or which otherwise is a contracting party with Employer, as of\n                  the Termination Date, or at any time during the term hereof,\n                  to terminate any written or oral agreement or understanding\n                  with Employer, or to interfere in any manner with any\n                  relationship between Employer and such customer or supplier;\n\n                  c) employ or otherwise engage in any capacity any person who\n                  at the Termination Date or at any time during the period two\n                  years prior thereto was employed, or otherwise engaged, in any\n                  capacity by Employer and who, by reason thereof is or is\n                  reasonable likely to be in possession of any confidential\n                  information.\n\nEmployee acknowledges and agrees that the provisions of this paragraph\nconstitute a material, mutually bargained for portion of this consideration to\nbe delivered under this letter agreement and that it is a condition precedent to\nthe creation and existence of Employer's obligations hereunder.\n\n9.     Termination for Cause. Employer may terminate employment of Employee\nunder this letter agreement if any of the following occur:\n\n                  a) the death of Employee;\n\n\n\n\n\n                  b) the Employee becomes, in the good faith opinion of\n                  Employer, physically or mentally disabled, for a period of\n                  more than sixty (60) consecutive days, or for a period of more\n                  than ninety (90) days in the aggregate during a twelve (12)\n                  month period, to extent he is unable to perform his duties\n                  hereunder;\n\n                  c) the Employee breaches any material provision of this\n                  agreement;\n\n                  d) the Employee fails, or refuses to perform any job duty\n                  resulting in substantial prejudice to Employer's business\n                  interests; or\n\n                  e) the Employee engages in conduct, if not in connection with\n                  the performance of his duties hereunder, which would result in\n                  substantial prejudice to the interests of Employer if he were\n                  retained as an employee.\n\nIn the event of a termination for cause pursuant to the provisions of this\nletter agreement, Employer shall give a written statement to Employee specifying\nthe event causing such termination, and the termination will be immediately\neffective. In the event of a termination for cause pursuant to the provision\nabove, this agreement shall be wholly terminated and Employee shall not be\nentitled to any further compensation or any other benefits provided for herein,\nand shall not be entitled to severance pay. However, any of the provisions of\nthis agreement relating to activities and conduct after the termination of the\nemployment relationship between Employer and Employee shall remain in full force\nand effect, and be enforceable.\n\n10.     Termination and Compensation. In the event that Employer elects to\nterminate Employee from employment prior to the expiration of a five (5) year\ninitial term, or renewal term, of this Agreement for any reason other than\ntermination for cause as expressly provided for in Paragraph 9, then, and in\nthat event, Employer shall pay to Employee, on the effective date of such\ntermination, the following compensation: (1) a lump sum payment equal to one\nyear's gross annual base salary, (2) a lump sum payment equal to three months\nautomobile allowance, and (3) shall continue the payment of premiums for\nhospitalization and major medical insurance for the lesser period of either\ntwelve (12) months or the date on which Employee secures full time employment\nthat affords equivalent medical coverage.\n\n11.     Notices. All notices or other communications pursuant to this contract\nmay be given by personal delivery, or by certified mail, addressed to the home\noffice of Boots &amp; Coots or to the last known address of Employee. Notices given\nby personal delivery shall be deemed given at the time of delivery, and notices\nsent by certified mail shall be deemed given when deposited with the U. S. Post\nOffice.\n\n12.     Notices. All notices or other communications pursuant to the Agreement\nmay be given by personal deliver, or by certified mail, addressed to the home\noffice of Employer or the last known address of Employee. Notices given by\npersonal delivery shall be deemed given at the dime of delivery, and notices\nsent by certified mail shall be deemed given when deposited with the U. S.\nPostal Service.\n\n13.     Entirety of Agreement. This letter agreement contains the entire\nunderstanding of the parties and all of the covenants and agreements between the\nparties with respect to the employment.\n\n\n\n\n\n14.     Governing Law. This letter agreement shall be construed and enforced in\naccordance with, and be governed by, the laws of the State of Texas.\n\n15.     Waiver. The failure of either party to enforce any rights hereunder\nshall not be deemed to be a waiver of such rights, unless such waiver is an\nexpress written waiver which has been signed by the waiving party. Waiver of one\nbreach shall not be deemed a waiver of any other breach of the same or any other\nprovision hereof.\n\n17.     Assignment. This letter agreement shall not be assignable by Employee.\nIn the event of a future disposition of the properties and business of Boots &amp; Coots by merger, consolidation, sale of assets, or otherwise, then Boots &amp; Coots\nmay assign this letter agreement and all of its rights and obligations to the\nacquiring or surviving entity; provided that any such entity shall assume all of\nthe obligations of Boots &amp; Coots hereunder.\n\n18.     Arbitration. Any dispute, controversy or claim arising out of or\nrelating to this Agreement and Employee's job duties shall be submitted to and\nfinally settled by binding arbitration to be held in Houston, Texas, in\naccordance with the rules of the American Arbitration Association in effect on\nthe date of this letter agreement, and judgment upon the award rendered by the\narbitrator(s) may be entered in any court having jurisdiction thereof. All\nagreements contemplated herein to be entered into to which the parties hereto\nare parties shall contain provisions which provide that all claims, actions or\ndisputes pursuant to, or related to, such agreements shall be submitted to\nbinding arbitration.\n\nThis Employment Contract is entered into this the _____ day of _________, 1998.\n\n'EMPLOYER'\n\nBOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC.\n\n\nBy:\n   ---------------------------------\n    L. H. Ramming, Chairman\n\n'EMPLOYEE'\n\n\n\n------------------------------------\nJerry Winchester\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9539,9544],"class_list":["post-39750","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39750","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=39750"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39750"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39750"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39750"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}