Exhibit 10.1
GREGORY B. MILTON
EMPLOYMENT
AGREEMENT
This Employment Agreement (this
“Agreement”) is made effective as of May 1, 2008
and is entered by OMNI Energy Services Corp. (“OMNI”),
a Louisiana corporation, and Gregory B. Milton, a resident of
Crowley, Louisiana (“Employee”). In order to protect
the goodwill 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 its Chief Accounting Officer and Vice President, or such
other salaried, executive position as OMNI and Employee shall
mutually agree. 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 December 31, 2010 (the
“Initial Period”), which shall be automatically
extended for additional, successive one year periods (the
“Additional Periods”), unless either party gives notice
of non-renewal as provided 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.
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 $130,000 per year.
In each Additional Period, OMNI shall pay to Employee an Annual
Base Salary (not less than $130,000 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 2008.
(b) Employee shall be eligible to
receive an annual bonus commencing with calendar year 2008. The
bonus targets will be generated by OMNI’s CEO, approved by
the OMNI Board of Directors, and presented to Employee on or before
April 1 of the bonus year. The bonus will be determined and if
appropriate, awarded by the Board during each calendar year
beginning with the 2008 calendar year, but will be paid following
the closing of the books and records of OMNI for each such 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 the term of employment of
Employee hereunder, 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 and stock incentive
plans, if any.
(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 as are in effect from
time to time and are made known to Employee.
(c) During the term of employment of
Employee hereunder, 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
from time to time 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.
6. Termination or Non-Renewal of
Employment .
(a) Termination by OMNI Without
Cause. OMNI may terminate Employee’s employment hereunder
at any time during the term of this Agreement without Cause by
delivery of thirty (30) days prior written notice by OMNI to
Employee. After such termination of employment OMNI shall pay:
(i) the Annual Base Salary then in effect in bi-weekly
payments and in accordance with OMNI’s normal payroll
practices for the greater of: the remainder of the Initial Period
or twelve months, and (ii) vacation pay earned but not taken
to the date of such termination. 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.
(b) Termination by Employee.
Employee may terminate Employee’s employment hereunder at any
time during the term of this Agreement 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 such termination
and (ii) vacation pay earned but not taken to the date of such
termination. 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.
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(c) Termination for Cause .
If OMNI terminates Employee’s employment for Cause (as
defined in Exhibit A attached hereto), 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 hereunder, 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 thirty
(30) calendar days prior written notice by the electing party
to the other party. 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) vacation pay earned but not taken to the date
of such termination. 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 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 through the end of the 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 and Stock
Incentive Plans, if any, subject to the terms of those
Plans.
(g) Disability. If Employee
becomes disabled during his employment by OMNI as the result of a
Disability, (i) the Employee’s employment will terminate
on the date of his Disability, (ii) OMNI will pay to Employee
the remainder of Employee’s Annual Base Salary at the rate
then in effect through the end of the month following the month in
which such Disability occurred, and (iii) Employee shall be
entitled to all rights and benefits that Employee may have under
the terms of OMNI’s Employee Benefit Plans and Stock
Incentive Plans, if any, subject to the terms of those
Plans.
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7. Covenant Not to Compete
.
(a) During Employee’s
employment with OMNI or any of its Affiliates and thereafter during
the Restricted 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 limited liability company, or as a shareholder,
investor, owner, officer or director of a corporation or other
entity, or as an employee, agent, associate, manager or consultant
of any person, partnership, limited liability company, corporation
or other entity, any business in Texas, Louisiana, Mississippi,
Utah, Alabama, Arkansas, Wyoming or any parish or county thereof or
of any other state (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 any services or products produced,
sold, provided, conducted or developed, by OMNI or its Affiliates
on the date of termination of Employee’s employment including
services described on Exhibit “C” as Restricted
Activities.
(b) Notwithstanding the foregoing,
Employee shall not be deemed to be in violation of
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.
(c) 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.
(d) 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.
(e) 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.
8. Non-solicitation. During
Employee’s employment with OMNI or any of its Affiliates and
thereafter during the Restricted Period, Employee will not whether
for the Employee’s own account or the account of any other
Person (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 of its Affiliates.
9. Confidential Information;
Business Opportunity . During the term of Employee’s
employment hereunder, and for five (5) years after
Employee’s termination of employment,
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Employee shall not use or disclose,
without the prior written consent of OMNI, Confidential Information
(as defined in Exhibit A attached hereto) relating to OMNI or any
of its Affiliates, and upon termination of Employee’s
employment will return to OMNI all written materials in
Employee’s possession embodying such Confidential
Information. Employee will promptly disclose to OMNI all
Confidential Information, as well as any domestic business
opportunity related to OMNI or any of its Affiliates which comes to
Employee’s attention during the ter
