{"id":39754,"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-hell-fighters-inc-and-brian-krause.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-contract-hell-fighters-inc-and-brian-krause","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-contract-hell-fighters-inc-and-brian-krause.html","title":{"rendered":"Employment Contract &#8211; Hell Fighters Inc. and Brian Krause"},"content":{"rendered":"<pre>                              EMPLOYMENT CONTRACT\n\n     HELL FIGHTERS, INC, referred to in this Contract as Employer, hereby\nemploys Brian Krause, referred to in this Contract as Employee, who accepts\nemployment on the following terms and conditions:\n\n1.  TERM OF EMPLOYMENT.  By this Contract, Employer employs Employee, and\nEmployee accepts employment with Employer, for a period of five (5) years\nbeginning on the 1st  day of June, 1995, unless sooner terminated as provided\nherein.  This Contract shall be automatically renewed for successive additional\ntwo (2) year terms unless notice of termination is given in writing by either\nparty to the other party at least thirty (90) days prior to the expiration of\nthe initial term or any such renewal term.\n\n2.  DUTIES OF EMPLOYEE.  Employee shall perform such duties and responsibilities\nas are assigned to Employee by Employer.  Employee may be assigned duties and\nresponsibilities related to the affairs of HELL FIGHTERS, INC.  Nothing herein\nshall be construed to require Employer to maintain Employee in the designated\nposition or any particular position for the entire term of this Agreement, and\nsuch position may be changed from time to time as directed by the Board of\nDirectors or management of Employer.  Employee shall devote substantially all of\nhis time to Employer and shall exclusively conduct the business of Employer.\nThe expenditure of reasonable amounts of time by the Employee for personal,\ncharitable or professional activities shall not be a breach of this Agreement,\nprovided such activities do not materially interfere with the services required\nto be rendered by Employee under this Agreement, and are not contrary to the\nbusiness or other interests of the Employer.  Employee recognizes and\nacknowledges that the principal business of Employer is fighting fires at oil\nand gas well sites, providing consulting services and developing blowout\ncontingency plans to, and for, oil and gas operators.  The Employee will be\nrequired to travel extensively, and for long periods of time, including overseas\nand to undeveloped and remote parts of the world.  The Employee further\nrecognizes and acknowledges that the duties to which he will be assigned may be\nhazardous and expose the Employee to the dangers associated with such\nactivities, and that the compensation provided for herein is calculated to\ncompensate Employee for exposure to such hazardous situations.\n\n3.  COMPENSATION.\n\n    A.  Base Salary.  As compensation for services rendered pursuant to this\nContract, Employee shall be paid by Employer a salary of not less than\n$80,000.00 per year, paid in regular installments not less often than semi-\nmonthly in accordance with the payroll policies of the Employer, during the term\nof employment.  Nothing herein shall preclude the parties from mutually agreeing\nto pay compensation in excess of that set forth above for all or any part of the\nterm.\n\n \n    B.  Incentive Pay\/Profit Sharing.  In addition to the base salary as\nprovided above, Employee shall participate in Employer's Incentive Pay\/Profit\nSharing Plan ('Plan').  The plan provides that twenty percent (20%) of the net\nprofits of Employer, after providing a ten percent (10%) return to shareholders,\nbe established a fund for distribution to employees of Employer pursuant to the\nPlan.  Each employee participant in the Plan shall be credited with a number of\n'base points', the sum of which is currently eighty (80), to be used in\ndetermining the dollar amount of the employee's participation in the Plan.\nTwenty (20) additional 'points' shall be credited to employee participants each\nyear by the executive committee of the Board of Directors of Employer, based\nupon performance.  At the end of each calendar year, the fund will be divided by\nthe number of 'points' of the employee participants and will be distributed\naccordingly.  Each employee shall have five (5) 'base points' during the term of\nhis employment.  Nothing herein, however, shall prevent Employer from\nperiodically revising or altering such compensation for all employee\nparticipants.\n\n    C.  Stock Rights.  In addition to the compensation set forth above,\nEmployer will issue to Employee a certificate representing 10,000 shares of the\ncommon stock of Hell Fighters, Inc. for the purchase price of $100.00 which the\nparties agree is the fair value thereof at the time of this agreement.  Such\nstock will be subject to the terms of a Voting Trust Agreement, a copy of which\nis attached hereto as Exhibit A.  Employee agrees to execute the Voting Trust\nAgreement and will be bound by all of the terms of such agreement.\n\n4.  REIMBURSEMENT OF BUSINESS EXPENSES.  Employee is authorized to incur\nreasonable business expenses in conducting the business of Employer.  Employer\nmay from time to time adopt policies and procedures specifying the nature and\namount of expenses that will be considered reasonable, and the statements\ncontained in such policies and procedures shall be considered conclusive as to\nsuch matters.  Employer will reimburse Employee for such actual, out of pocket\nexpenses, upon the Employee's presentation and itemized account of such expenses\nin the form required by the then properly adopted policies and procedures of\nEmployer.\n\n5.  EMPLOYEE BENEFITS.  During the term hereof, Employee shall be entitled to\nparticipate in all employee benefit plans from time to time made available to\nemployees of Employer, including any retirement plan, profit sharing plan, group\nlife, health, disability or accident insurance plan, vacation, sick leave, or\nother benefit plan on the same basis as other employees in similar positions.\n\n6.  REPRESENTATIONS AND WARRANTIES OF EMPLOYEE.  Employee represents and\nwarrants to Employer that:\n\n    A.  Employee is under no contractual or other restriction or obligation\ncompliance with which is inconsistent with the execution of this Agreement, the\nperformance of Employee's obligations hereunder, or the other rights of the\nEmployer hereunder.\n\n    B.  Employee has no physical or mental disability that would hinder the\nperformance of Employee's obligations under this Agreement.\n\n                                       2\n\n \n7.  CONFIDENTIAL INFORMATION.  Employee acknowledges that in the course of\nemployment by Employer, Employee will receive certain trade secrets and\nconfidential information belonging to Employer which Employer desires to protect\nas confidential.  For the purposes of the Agreement, the term 'confidential\ninformation' shall mean information of any nature and in any form which at the\ntime is not generally known to those persons engaged in business similar to that\nconducted by Employer.  Employee agrees that such information is confidential\nand that he will not reveal such information to anyone other than officers,\nemployees and directors of Employer.  Upon termination of employment for any\nreason whatsoever, whether or not in breach of this Contract, Employee shall\nsurrender to Employer all papers, documents and other property of Employer.\n\n8.  OBLIGATION OF LOYALTY TO EMPLOYER.  During the term of employment by\nEmployer, Employee agrees that he will not:\n\n    A. Make a statement or perform any act intended to advance an interest of\nany existing or prospective competitor of the Employer in any way; that will or\nmay injure the Employer in any way; or solicit or encourage any other employee\nof Employer to do any such act;\n\n    B.  Inform any existing or potential customer, supplier or creditor of the\nEmployer that Employee intends to resign; or make any statement or do any act\nintended to cause any existing or potential customer, supplier or creditor of\nEmployer to learn of Employee's intention to resign; or\n\n    C.  Discuss with any existing or potential customer, supplier or creditor\nof the Employer the present or future availability of services provided by a\nbusiness that competes with or where such services are competitive with services\nthat the Employer provides.\n\n9.  AGREEMENT NOT TO COMPETE.\n\n    A.  Scope of Agreement Not to Compete.  Employee hereby agrees that during\nthe term of this Agreement, and for one (1) year thereafter, Employee will not,\ndirectly or indirectly, be employed by, or provide consulting, advise, or\nservices to, any business, individual, firm, partnership or corporation, other\nthan Employer herein, which is engaged in the oil or gas well control or\nfirefighting business.  Employer and Employee acknowledge and agree that the\ngeographic scope of this covenant is worldwide, for the time period set forth\nherein, in recognition of the worldwide market served by Employer.\n\n    B.  Consideration for Agreement Not to Compete.  Employer and Employee\nrecognize and agree that the total consideration provided for herein, including\nin particular the stock rights provided to Employee herein, are paid, in part,\nto Employee in consideration of this agreement not to compete, and that if this\nagreement not to compete were not a part of this Agreement, such stock rights\nwould not be granted herein.\n\n                                       3\n\n \n    C.  Survival of Agreement Not to Compete After Termination of This\nAgreement.  This Agreement not to compete shall survive the termination, whether\nfor cause or for expiration of its term, of this Agreement.\n\n    D.  Enforcement of Agreement Not to Compete.  In the event of a breach of\nthe agreement not to compete by Employee, Employer may pursue any and all\nremedies available to it under law or equity.  Employee agrees and acknowledges\nthat a breach of the agreement not to compete by Employee will result in\ncontinuing and irreparable harm to Employer for which there would be no adequate\nremedy at law, and that injunctive relief would be appropriate.\n\n10. TERMINATION OF EMPLOYMENT FOR CAUSE.\n\n    A.  Basis for Termination for Cause.  Employer may terminate employment of\nEmployee under this provision if any of the following occur:\n\n    (1) The death of Employee;\n\n    (2) The Employee becomes, in good faith opinion of the Employer, physically\nor mentally disabled, for a period of more than thirty (30) consecutive days, or\nfor a period of more than sixty (60) days in the aggregate during a twelve (12)\nmonth period, to perform his duties on a full time basis;\n\n    (3) Employee breaches any material provision of this Contract;\n\n    (4) Employee misappropriates any funds or property of Employer;\n\n    (5) Employee fails or refuses to comply with the policies, standards or\nregulations of Employer; or\n\n    (6) Employee engages in conduct, even if not in connection with the\nperformance of his duties hereunder, which would result in serious prejudice to\nthe interests of Employer if he were retained as an employee.\n\n    B.  Statement of Termination for Cause.  In the event of termination for\ncause pursuant to this provision, Employer shall give a written statement to\nEmployee, specifying the event causing such termination, and the termination\nwill be immediately effective.\n\n    C.  Compensation Upon Termination for Cause.  In the event of a termination\nfor cause pursuant to the provision above, this Agreement shall be wholly\nterminated and Employee shall not be entitled to any further compensation or\nother benefits provided for herein, and shall \n\n                                       4\n\n \nnot be entitled to severance pay. However, any of the provisions of this\nAgreement relating to activities and conduct after the end of the employment\nrelationship between Employer and Employee shall remain in full force and\neffect, and be enforceable as provided for herein.\n\n11. NOTICES.  All notices or other communications pursuant to this contract may\nbe given by personal delivery, or by certified mail, addressed to the home\noffice of Employer or to the last known address of Employee.  Notices given by\npersonal 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. ENTIRETY OF AGREEMENT.  This Contract contains the entire understanding of\nthe parties and all of the covenants and agreements between the parties with\nrespect to the employment.\n\n13. GOVERNING LAW.  This Contract shall be construed and enforced in accordance\nwith, and governed by, the laws of the State of Texas.\n\n14. 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 waive of any other breach of the same or any other\nprovision hereof.\n\n15. ASSIGNMENT.  This Agreement shall not be assignable by Employee.  A change\nin ownership of the stock of Employer shall not affect the validity of the\nAgreement.  In the event of a future disposition of the properties and\nbusinesses of Employer by merger, consolidation, sale of assets, or otherwise,\nthen the Employer may assign the Agreement and all of its rights and obligations\nto the acquiring or surviving entity; provided that such entity shall assume of\nthe obligations of Employer hereunder.\n\n\nDated this ________  day of ____________________, 1995.\n\n\nEMPLOYEE:                                 EMPLOYER:\n                                          HELL FIGHTERS, INC.:\n\n\n\n____________________________________      By:__________________________________\n\n                                       5\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-39754","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\/39754","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=39754"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39754"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39754"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39754"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}