{"id":39751,"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-control2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-contract-boots-coots-international-well-control2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-contract-boots-coots-international-well-control2.html","title":{"rendered":"Employment Contract – Boots & Coots International Well Control Inc. and Dewitt Edwards"},"content":{"rendered":"
\n                               EMPLOYMENT CONTRACT\n\nThis Agreement is made and entered into by and between BOOTS & COOTS\nINTERNATIONAL WELL CONTROL, INC., and its wholly owned subsidiaries, referred to\ntogether in this Contract as Employer, and DEWITT EDWARDS, referred to in this\nContract as Employee. Employer hereby employs Employee and Employee accepts such\nemployment on the following terms and conditions:\n\n1.     Term. Employee shall be employed by Boots & Coots for a period of five \n(5) years from the effective date hereof. This letter agreement shall be\nautomatically renewed for successive additional one (1) year terms unless notice\nof termination is given in writing by either party to the other party at least\nthirty (30) days prior to the expiration of the initial term or any such renewal\nterm.\n\n2.     Duties. Employee shall perform such services regarding the operations of\nBoots & Coots as the Board of Directors, or Senior management, may from time to\ntime request. Employee shall at all times faithfully, with diligence, and to the\nbest of his ability, experience and talents, perform all the duties that may be\nrequired of and from him pursuant to the terms of this letter agreement. It is\nexpressly understood and agreed that in the performance of his duties and\nobligations hereunder, Employee shall at all times, be subject to the direction\nand control of the Executive Committee and Senior management of Boots & Coots.\n\n3.     Compensation. In consideration of the work and other services that\nEmployee performs for Boots & Coots hereunder, Boots & Coots shall pay Employee\nthe following:\n\n                  a) Base Salary. During the term hereof, Boots & Coots shall\n                  pay Employee a an initial gross annual salary of $150,000,\n                  payable semi-monthly in accordance with the company'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 Boots & Coots may be legally required to\n                  withhold.\n\n                  b) Auto Allowance. In addition to the Base Salary, Employer\n                  shall pay Employee an amount equal to $12,000 per year for the\n                  use of his personal automobile on behalf of Employer. Such\n                  auto allowance shall be payable in accordance with the\n                  Company's normal payroll policies, subject to withholding for\n                  federal income tax, social security, state and local taxes, if\n                  any, and any other sums that Employer may be legally required\n                  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 100,000 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. 20,000 of such Options shall be\n                  vested upon execution hereof and the balance shall vest at the\n                  rate of 20,000 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                                       17\n\n\n\n                  d) Retirement Plan. Boots & Coots has proposed to adopt a\n                  defined 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. Boots & Coots will match employee's annual\n                  contribution to such a retirement plan by an equal\n                  contribution denominated in common stock of Boots & Coots.\n\n                  e) Insurance. Boots & Coots will provide Employee with\n                  coverage under a policy of hospitalization and major medical\n                  insurance at no cost to the Employee. Such of Employee's\n                  dependants may be covered under such insurance policy, subject\n                  to the terms of such policy, at the expense of Employee. Boots\n                  and Coots will provide life insurance coverage in amount of\n                  $150,000 and short term disability insurance coverage in an\n                  amount to be determined by the company. Employee acknowledges\n                  that Boots & Coots 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. Boots & Coots shall pay the\n                  sum of $10,000 as additional consideration for the execution\n                  of this Employment Contract. Employee acknowledges that this\n                  sum, together with the other considerations set forth herein,\n                  is sufficient consideration for his execution hereof and the\n                  undertakings contained in paragraphs 7 and 8.\n\n4.     Vacation and other Benefits. 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\nBoots & Coots. Scheduling shall be accomplished with Executive Committee. In\naddition, Employee shall be entitled to paid sick leave of up to fifteen days,\nbased upon Employee's years of service. Employee shall be entitled to five days\nof paid sick leave for each year of service to the company, up to a maximum of\nfifteen days, annually.\n\n5.     Expenses. Boots & Coots shall reimburse Employee for all reasonable\nexpenses and disbursements incurred by Employee, and approved by appropriate\ndesignees of the Executive Committee, in the performance of his duties\nhereunder, including expenses for entertainment and travel, as are consistent\nwith the policies and procedures of Boots & Coots. Travel and other expenses\nfrom Employee's home to company's office are not included.\n\n6. Confidential Information. Employee acknowledges that in the course of\nemployment by Boots & Coots, Employee will receive certain trade secrets and\nconfidential information\n\n\n                                       18\n\n\n\nbelonging to the company which Boots & Coots desires to protect as confidential.\nFor the purposes of this letter agreement, the term 'confidential information'\nshall mean information of any nature and in any form which at the time is not\ngenerally known to those persons engaged in business similar to that conducted\nby Boots & Coots. Employee agrees that such information is confidential and that\nthe will not reveal such information to anyone other than officers, directors\nand employees of Boots & Coots. Upon termination of employment, for any reason,\nEmployee shall surrender to Boots & Coots all papers, documents and other\nproperty of Boots & Coots.\n\n7.     Information, Ideas, Concepts, Improvements, Discoveries, Inventions, \netc.. Employee agrees that during his employment by Boots & Coots, Employee\nshall promptly disclose, in writing, all information, ideas, concepts,\nimprovements, discoveries and inventions, whether patentable or not, and whether\nor not reduced to practice, which are conceived, developed, made or acquired by\nBoots & Coots, either individually, or jointly with others, and which relate to\nthe business, products or services of Boots & Coots, or any of its subsidiaries\nor affiliates, irrespective of whether such information, idea, concept,\nimprovement, discovery or invention was conceived, developed, discovered or\nacquired by Employee on the job, or elsewhere (collectively, the 'Inventions').\nBoots & Coots and Employee have agreed as follows regarding the Inventions:\n\n                  a) All Inventions are, and shall be, the property of Boots & Coots. In this context, all drawings, memoranda, notes,\n                  records, files, correspondence, manuals, models,\n                  specifications, computer programs, maps and all other\n                  writings, or materials of any type embodying any such\n                  Inventions are and shall be the sole and exclusive property of\n                  Boots & Coots.\n\n                  b) Employee hereby specifically sells, assigns and transfers\n                  to Boots & Coots all of his worldwide right, title and\n                  interest in an to all such Inventions, and any United States\n                  or foreign applications for patents, inventor's certificates\n                  or other industrial rights that may be filed thereon,\n                  including divisions, continuations, continuations-in-part,\n                  reissues and\/or extensions thereof, and applications for\n                  registration of any names and marks included therewith. Both\n                  during the period of Employee's employment by Boots & Coots\n                  and thereafter, Employee shall assist Boots & Coots and its\n                  nominees at all times in the protection of such Inventions,\n                  both in the United States and all foreign countries, including\n                  but not limited to, the execution of all lawful oaths and all\n                  assignment documents, not inconsistent with this agreement,\n                  requested by Boots & Coots, or its nominee in connection with\n                  the preparation, prosecution, issuance or enforcement of any\n                  applications for United States or foreign letters patent,\n                  including divisions, continuations, continuations-in-part,\n                  reissue, and\/or extensions thereof, and any application for\n                  the registration of names and marks included therewith.\n\n                  c) Moreover, if during Employee's employment by Boots & Coots,\n                  Employee creates any original work of authorship which is the\n                  subject matter of copyright relating to Boots & Coots\n                  business, products, or services, whether such work is created\n                  solely by Employee or jointly with others, Boots & Coots shall\n                  be deemed the author of such work if the work is prepared by\n                  Employee in the scope\n\n\n\n\n\n                  of his or her employment; or, if the work is not prepared by\n                  Employee within the scope of his or her employment, but is\n                  specifically ordered by Boots & Coots as a contribution to a\n                  collective work, as a part of a motion picture or other\n                  audiovisual work, as a translation, as a supplementary work,\n                  as a compilation or as an instructional text, then the work\n                  shall be considered to be a work made for hire and Boots & Coots shall be the author of the work. In the event such work\n                  is neither prepared by the Employee within the scope of his or\n                  her employment or is not a work specially ordered and deemed\n                  to be a work made for hire, then Employee hereby agrees to\n                  assign, and by these presents, does assign, to Boots & Coots\n                  an undivided one-half interest in and to all of Employee's\n                  worldwide right, title and interest in and to the work and all\n                  rights or copyright therein, including but not limited to, the\n                  execution of all formal assignment documents requested by\n                  Boots & Coots or its nominee, not inconsistent with this\n                  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 & Coots or at any dime during the term of this covenant is, or\n                  may be, or becomes an employee of or affiliated with Boots & Coots, to terminate his, her or its employment or affiliation\n                  with Boots & Coots;\n\n                  b) induce, or attempt to induce, any person, business or\n                  entity which is or becomes a customer or supplier of Boots & Coots, or which otherwise is a contracting party with Boots & Coots, as of the Termination Date, or at any time during the\n                  term hereof, to terminate any written or oral agreement or\n                  understanding with Boots & Coots, or to interfere in any\n                  manner with any relationship between Boots & Coots and such\n                  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 Boots & Coots 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 Boots & Coots obligations hereunder.\n\n\n\n\n\n9.     Termination for Cause. Boots & Coots may terminate employment of Employee\nunder this letter agreement if any of the following occur:\n\n                  a) the death of Employee;\n\n                  b) the Employee becomes, in the good faith opinion of Boots & Coots, physically or mentally disabled, for a period of more\n                  than thirty (30) consecutive days, or for a period of more\n                  than sixty (60) 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 comply with the policies,\n                  standards or regulations of Boots & Coots; or\n\n                  e) the Employee engages in conduct, if not in connection with\n                  the performance of his duties hereunder, which would result in\n                  serious prejudice to the interests of Boots & Coots 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, Boots & Coots shall give a written statement to Employee\nspecifying the event causing such termination, and the termination will be\nimmediately effective. In the event of a termination for cause pursuant to the\nprovision above, this agreement shall be wholly terminated and Employee shall\nnot be entitled to any further compensation or any other benefits provided for\nherein, and shall not be entitled to severance pay. However, any of the\nprovisions of this agreement relating to activities and conduct after the\ntermination of the employment relationship between Boots & Coots and Employee\nshall remain in full force and effect, and be enforceable as provided for\nherein.\n\n10.     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 & 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\n11.     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\n12.     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\n13. Waiver. The failure of either party to enforce any rights hereunder shall\nnot be deemed to be a waiver of such rights, unless such waiver is an express\nwritten waiver which has been signed by the waiving party. Waiver of one breach\nshall not be deemed a waiver of any other breach of the same or any other\nprovision hereof.\n\n\n\n\n\n14.     Assignment. This letter agreement shall not be assignable by Employee.\nIn the event of a future disposition of the properties and business of Boots & Coots by merger, consolidation, sale of assets, or otherwise, then Boots & Coots\nmay assign this letter agreement and all of its rights and obligations to the\nacquiring or surviving entity; provided that any such entity shall assume all of\nthe obligations of Boots & Coots hereunder.\n\n15.     Arbitration. Any dispute, controversy or claim arising out of or \nrelating to this letter agreement shall be submitted to and finally settled by\nbinding arbitration to be held in Houston, Texas, in accordance with the rules\nof the American Arbitration Association in effect on the date of this letter\nagreement, and judgment upon the award rendered by the arbitrator(s) may be\nentered in any court having jurisdiction thereof. All agreements contemplated\nherein to be entered into to which the parties hereto are parties shall contain\nprovisions which provide that all claims, actions or disputes pursuant to, or\nrelated to, such agreements shall be submitted to binding arbitration.\n\nThis Employment Contract is entered into this the _____ day of _________, 1998.\n\n'EMPLOYER'\n\nBOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.\n\n\n\nBy:\n   ---------------------------------\n    L. H. Ramming, Chairman\n\n'EMPLOYEE'\n\n\n\n------------------------------------\nDewitt 'Dee' Edwards\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-39751","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\/39751","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=39751"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39751"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39751"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39751"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}