AGREEMENT dated
the 26 th
day of January, 2009, between
Jonathan Walker (“Employee”) and America Service Group
Inc., a Delaware Corporation (the
“Company”).
WHEREAS, the
Company seeks to employ the Employee; and
WHEREAS, the
Employee accepts the positions contemplated herein;
NOW, THEREFORE,
the parties hereby agree as follows:
1.
Employment and Duties . The Company hereby employs the
Employee as Senior Vice President, Business Development of the
Company and/or such other offices and duties as the Company shall
reasonably determine from time to time, consistent with
Employee’s responsibilities. Employee shall perform the
duties and services of the offices and titles for which he is
employed from time to time hereunder.
2.
Performance . From the date hereof, Employee agrees to
actively devote all of his time and effort to the performance of
his duties hereunder and to use his reasonable best efforts and
endeavors to promote the interests and welfare of the
Company.
3.
Term . The term of Employee’s employment hereunder
shall commence as of March 9, 2009 and shall continue until
terminated in accordance with the provisions of Paragraph 7 of
this Agreement.
4.
Compensation . For all services rendered by Employee, the
Company agrees to pay Employee from and after the date hereof:
(i) a salary (the “Base Salary”) at a gross annual
rate of not less than $250,000 Dollars and 00/100’s, less
applicable withholdings, payable in such installments as the
parties shall mutually agree; plus (ii) such additional
compensation as the CEO and/or the Incentive Stock and Compensation
Committee of the Board (the “committee”) shall from
time to time determine.
5.
Employee Benefits . During the period of his employment
under this Agreement, Employee shall be entitled to vacation,
insurance, and other employment benefits customarily provided by
the Company to its executives, including increased or changed
benefits as are from time to time provided to the Company’s
executives generally. Upon employment, Employee will be entitled to
accrue Paid Annual Leave (vacation pay) at the rate of 15 days
per year, pro-rated in accordance with the normal bi-weekly pay
schedule.
6.
Expenses . The Company shall promptly pay or reimburse
Employee for all reasonable expenses incurred by him in connection
with the performance of his duties and responsibilities hereunder,
including, but not limited to, payment or reimbursement of
reasonable expenses paid or incurred for travel and entertainment
relating to the business of the Company.
(a)
Termination Without Cause. The Company shall have the right
to terminate the employment of Employee at any time, without cause,
upon thirty (30) days advance written notice.
(b)
Termination for Cause . The Company shall have the right to
terminate the employment of Employee at any time, without advance
notice, for “cause.” For purposes hereof,
“cause” shall mean: (i) violation of the material
terms of this Agreement, (ii) intentional commission of an
act, or failure to act, in a manner which constitutes dishonesty or
fraud or which has a direct material adverse effect on the Company
or its business; (iii) Employee’s conviction of or a
plea of guilty to any felony or crime involving moral turpitude;
(iv) continued incompetence, as determined by the chief
executive officer of the Company, using reasonable standards;
(v) drug and/or alcohol abuse which impairs Employee’s
performance of his duties or employment; (vi) breach of
loyalty to the Company, whether or not involving personal profit,
as determined by the chief executive officer of the Company using
reasonable standards; or (vii) failure to follow the
directions of the chief executive officer of the Company, provided
that the directions are not inconsistent with Employee’s
duties and further provided that Employee is not directed to
violate any law or take any action that he reasonably deems to be
immoral or unethical.
(c)
Disability, Death . If Employee shall fail to or be unable
to perform the essential functions of his position, with or without
a reasonable accommodation, because of any physical or mental
infirmity, and such failure or inability shall continue for any six
(6) consecutive months while Employee is employed hereunder, the
Company shall have the right to terminate this Agreement. Except as
otherwise provided herein, this Agreement shall terminate upon the
death of Employee, and the estate of Employee shall be entitled to
receive all unpaid amounts due Employee hereunder to such date of
death as provided for in this Agreement.
(d)
Change in Control . For purposes of this Agreement, a
“change in control” shall mean a change in control of
America Service Group Inc.(hereinafter referred to as
‘ASG’) involving (a) a change in control of a
nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under
the Securities Exchange Act of 1934 (“Exchange Act”);
provided however, that without limitation, such a change in control
shall be deemed to have occurred if (i) any
“person” (as such term is used in Sections 13(d) and
14(d) (2) of the Exchange Act) other than Employee or any other
person currently the beneficial owner of 10% or more of the
outstanding common stock of ASG, becomes the beneficial owner,
directly or indirectly, of securit
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