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Exhibit 10.1
BRIAN J. RECATTO
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made effective as of
December 1, 2008, between OMNI Energy Services Corp., a
Louisiana corporation ("OMNI") and Brian J. Recatto, a resident of
Lafayette, Louisiana ("Employee"). In order to protect the goodwill
of OMNI and in consideration of the premises and the mutual
covenants contained herein, the parties hereby agree as
follows:
1. Employment
. OMNI hereby agrees to employ Employee and
Employee hereby agrees to work for OMNI as President and Chief
Executive Officer or such other salaried, executive position as
OMNI and Employee shall mutually agree upon. So long as Employee is
employed by OMNI, Employee shall devote Employee’s skill,
energy and substantially all of his business-related efforts to the
faithful discharge of Employee’s duties as a salaried, exempt
employee of OMNI. In providing services hereunder, Employee shall
comply with and follow all directives, policies, standards and
regulations from time to time established by the Board of Directors
of OMNI.
2. Term of Employment
. Employee’s employment by OMNI
pursuant to this Agreement shall continue in effect until
June 30, 2012 (the "Initial Period"), which shall be
automatically extended for additional, successive one year periods
(the "Additional Periods") commencing on July 1, 2012 unless
either party gives notice of non-renewal as provided for in
Section 6(d) or otherwise terminates this Agreement in
accordance with the other provisions of Section 6.
3. Representations and Warranties
. Employee represents and warrants that
Employee is under no contractual or other restrictions or
obligations that will limit Employee’s activities on behalf
of OMNI or will prohibit or limit the disclosure or use by Employee
of any information which directly or indirectly relates to the
business of OMNI or the services to be rendered by Employee under
this Agreement. OMNI acknowledges and consents to Employee’s
ownership in CHI Labor, L.L.C. Nothing in this Agreement shall be
construed to prohibit Employee’s ownership or operation of
CHI Labor, L.L.C. during the term of this Agreement or while the
obligations set forth in Sections 7, 8, 9, and 10 are in
effect.
4. Compensation
. Subject to the provisions of
Section 6, Employee will be entitled to the compensation and
benefits set forth in this Section 4.
(a) During the Initial Period, OMNI shall
pay Employee an Annual Base Salary, payable bi-weekly, in equal
bi-weekly installments at a rate equal to $300,000.00 per year. In
each Additional Period, OMNI shall pay to Employee an Annual Base
Salary (not less than $300,000.00 per year) determined by the OMNI
Board of Directors following its annual salary and performance
review. Employee’s Annual Base Salary will be reviewed
annually in the second quarter of each fiscal year of
Employee’s employment hereunder, commencing in the second
quarter of fiscal year 2009.
(b) Employee shall be
eligible to receive an annual bonus through OMNI’s Senior
Executive Bonus Plan. In 2008, Employee will be eligible to earn up
to 125% of annual salary through achievement of targets to be
determined upon board approval of the 2008 OMNI Business Plan. In
lieu of cash, bonus payments may be in the form of Restricted OMNI
Common Stock if mutually agreeable by both parties. Bonus goals for
subsequent years will be developed by the Board, and presented to
Employee before April 1 st of each bonus year. If a bonus
is awarded by the Board, it will be paid following the closing of
the books and records of OMNI for the calendar year, but not later
than April 1 of the following calendar year.
(c) All payments of salary and other
compensation to Employee shall be made after deduction of any taxes
required to be withheld with respect thereto under applicable
federal and state laws.
5. Fringe Benefits; Expenses
.
(a) During his Term of Employment,
Employee shall be entitled to participate in all employee benefit
plans sponsored by OMNI and made available for salaried, exempt
employees, including sick leave and disability leave, health
insurance and 401(k) plans. In addition, Employee shall be eligible
to participate in OMNI’s Long Term Incentive Compensation
Plan.
(b) OMNI will reimburse Employee for all
reasonable business expenses incurred by Employee in the scope of
Employee’s employment; provided, however, that Employee must
file expense reports with respect to such expenses and otherwise
comply with OMNI’s policies.
(c) Employee shall be entitled to four
(4) weeks paid vacation during each calendar year (prorated
for any partial year) and to paid holidays and other paid leave set
forth in and in accordance with OMNI’s policies in effect for
other salaried, exempt employees. Any vacation not used during a
calendar year may not be used during any subsequent period.
Employee shall be compensated for any unused vacation upon
termination of this Agreement for any reason.
(d) Employee will be entitled to an
automobile allowance of $950 per month or provided with a Company
vehicle, mutually agreeable to both parties, during his employment
with the Company.
(e) Employee shall be eligible to
participate in a Long Term Incentive Program as separately agreed
to between the parties.
(f) Employer will obtain a Key Man
Insurance Policy, and Employee shall cooperate in the obtaining of
said policy.
6. Termination or Non-Renewal of
Employment .
(a) Termination by OMNI Without
Cause. OMNI may terminate
Employee’s employment at any time during the term of this
Agreement Without Cause by delivery of thirty
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(30) days prior written notice to Employee. After
such termination of employment, if Employee is not in breach of his
obligations under this Agreement, OMNI shall pay: (i) the
Annual Base Salary then in effect in semi-monthly payments and in
accordance with OMNI’s normal payroll practices for the
remainder of the Initial Period or twelve months, whichever is
greater, and (ii) vacation pay earned but not taken to the
date of such termination. If an annual bonus is awarded pursuant to
Section 4(b) hereof, it shall be prorated through the date of
termination and paid in accordance with Section 4(b). Upon
termination of Employee’s employment, Employee shall be
deemed to have resigned from all offices, directorships, and
committee positions then held with OMNI or any Affiliate. Upon
termination of Employee’s employment, all options granted
hereunder shall vest immediately.
(b) Termination by Employee.
Employee may terminate his employment at
any time during the term of this Agreement, and by delivery of
thirty (30) days prior written notice by Employee to OMNI.
Promptly after such termination of employment, OMNI shall pay to
Employee an amount equal to the sum of: (i) Employee’s
earned but unpaid Annual Base Salary through the date of
termination of employment at the rate in effect at the time of
termination and (ii) pay for vacation earned but not used
through the date of termination. If an annual bonus is awarded
pursuant to Section 4(b) hereof, it shall be prorated through
the date of termination and paid in accordance with
Section 4(b). Upon termination of Employee’s employment,
Employee shall be deemed to have resigned from all offices,
directorships, and committee positions then held with OMNI or any
Affiliate.
(c) Termination for Cause
. If OMNI terminates Employee’s
employment for Cause (by delivering written notice of termination
setting forth the event or events constituting Cause and the
effective date of such termination) the payments due to Employee
shall be limited to the amounts described in Section 6(b)(i)
and (ii). Upon termination of Employee’s employment, Employee
shall be deemed to have resigned from all offices, directorships,
and committee positions then held with OMNI or any affiliate.
(d) Non-Renewal of Employment
. Either OMNI or Employee may elect not to
renew Employee’s employment hereunder at the end of the
Initial Period, or at the end of any Additional Period thereafter,
by delivery of sixty (60) calendar days prior written notice.
At the expiration of the employment term, OMNI shall pay to
Employee an amount equal to the sum of: (i) Employee’s
earned but unpaid Annual Base Salary through the date of
termination of employment at the rate then in effect, and
(ii) pay for vacation earned but not used through the date of
termination. If an annual bonus is awarded pursuant to
Section 4(b) hereof, it shall be prorated through the date of
termination and paid in accordance with Section 4(b). Upon
termination of Employee’s employment hereunder, Employee
shall be deemed to have resigned from all offices, directorships,
and committee positions then held with OMNI or any affiliate.
(e) Waiver of Claims
. In the event this Agreement is terminated
by OMNI without Cause, Employee agrees to accept, in full
settlement of any and all claims, losses, damages and other demands
that Employee may have arising out of such termination or
non-renewal, as liquidated damages and not as a penalty, the
payments and benefits set forth in this Agreement. Employee hereby
waives any and all rights Employee may have to bring any cause of
action or proceeding contesting any such termination or
non-renewal, provided, however, that such waiver shall not be
deemed to affect Employee’s rights to enforce any other
obligations of
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OMNI unrelated to employment. Under no
circumstances shall Employee be entitled to any compensation or
confirmation of any benefits under this Agreement for any period of
time following Employee’s date of termination if
Employee’s termination is for Cause.
(f) Death
. If Employee dies during his employment by
OMNI under this Agreement, (i) the Employee’s employment
will terminate on the date of his death, (ii) OMNI will pay to
Employee’s estate the remainder of Employee’s Annual
Base Salary at the rate then in effect and any accrued incentive
bonus through the end of the twelfth (12 th ) calendar month following
the month in which such death occurred, and
(iii) Employee’s estate shall be entitled to all rights
and benefits that Employee may have under the terms of OMNI’s
Employee Benefit Plans.
7. Covenant Not to Compete .
(a) During Employee’s employment
with OMNI or any of its Affiliates and thereafter during the
Covenant Period (as defined in Exhibit "A" attached hereto),
Employee will not engage in or carry on, directly or indirectly,
either in Employee’s individual capacity or as a member of a
partnership or as a shareholder, investor, owner, officer or
director of a company or other entity, or as an employee, agent,
associate or consultant of any person, partnership, corporation or
other entity in Texas, Louisiana, Mississippi or any parish or
county thereof (including but not limited to the Parishes and
Counties listed on Exhibit "B") or the offshore waters within
one-hundred (100) miles of the coast of any such state that
directly competes with OMNI’s Restricted Business (as defined
in Exhibit "A" attached hereto), including any services or products
produced, sold, provided, conducted or developed, by the Restricted
Business on the date of termination of Employee’s employment.
Employee shall not be deemed to be in violation of this
Section 7(a) based solely on the ownership of less than five
(5%) percent of any class of securities registered under the
Securities Exchange Act of 1934, as amended.
(b) Employee acknowledges that the
limitations set forth in this Section 7 are reasonable and
necessary for the protection of OMNI and its Affiliates. In this
regard, Employee specifically agrees that the limitations as to
period of time and geographic area, as well as all other
restrictions on Employee’s activities specified herein, are
reasonable and necessary for the protection of OMNI and its
Affiliates. Employee further acknowledges that the parties
anticipate that Employee will be actively seeking markets for the
products and services of OMNI and its Affiliates throughout the
United States during Employee’s employment with OMNI.
(c) In the event that there shall be any
violation of the covenants set forth in this Section 7, then
the time limitation thereof shall be automatically extended for a
period of time equal to the period of time during which such
violation continues; and in the event OMNI is required to seek
relief from such violation in any court, board of arbitration or
other tribunal, then the covenant shall be extended for a period of
time equal to the pendency of such proceedings, including all
appeals.
(d) Employee agrees that the remedy at
law for any breach by Employee of this Section 7 will be
inadequate and that OMNI shall also be entitled to injunctive
relief.
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8.
Non-solicitation . During
Employee’s employment with OMNI or any of its Affiliates and
thereafter during the Covenant Period, whether on his own behalf or
on behalf of any other Person, Employee will not (A) solicit,
employ, or otherwise engage as an employee, independent contractor,
or otherwise, any Person who is an employee of OMNI or any of its
Affiliates or in any manner induce or attempt to induce any
employee of OMNI and any such Affiliate to terminate his employment
with OMNI or such Affiliate or (B) interfere with OMNI’s
or any of its Affiliate’s relationship with any Person,
including any Person who at any time during the Employee’s
employment with OMNI was an employee, contractor, supplier, or
customer of OMNI or any such Affiliate.
9. Confidential Information; Business
Opportunity .
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