Exhibit 10.1
BRIAN RECATTO
EMPLOYMENT
AGREEMENT
This Employment Agreement (this
“Agreement”) is made effective as of February 28,
2007, between Charles Holston, Inc., (“CHI”), a
Louisiana corporation that is a wholly-owned subsidiary of OMNI
Energy Services Corp., a Louisiana corporation (“OMNI”)
and Brian Recatto, a resident of Lafayette, Louisiana
(“Employee”). In order to protect the goodwill of CHI
and OMNI and in consideration of the premises and the mutual
covenants contained herein, the parties hereby agree as
follows:
1. Employment . CHI hereby
agrees to employ Employee and Employee hereby agrees to work for
CHI as its Vice President of Charles Holston, Inc., or such other
salaried, executive position as CHI and Employee shall mutually
agree. So long as Employee is employed by CHI, 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 CHI. In
providing services hereunder, Employee shall comply with and follow
in all directives, policies, standards and regulations from time to
time established by the Board of Directors of CHI and
OMNI.
2. Term of Employment .
Employee’s employment by CHI pursuant to this Agreement shall
continue in effect until December 31, 2009 (the “Initial
Period”), which shall be automatically extended for
additional, successive one year periods (the “Additional
Periods”) commencing on January 1, 2010, 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 CHI or OMNI or will
prohibit or limit the disclosure or use by Employee of any
information which directly or indirectly relates to the business of
CHI or 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 semi-monthly, in
equal semi-monthly installments at a rate equal to $150,000 per
year. In each Additional Period, CHI shall pay to Employee an
Annual Base Salary (not less than $150,000 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 fourth quarter of each fiscal year of
Employee’s employment hereunder, commencing in the fourth
quarter of fiscal year 2007.
(b) Employee shall be eligible to
receive an annual bonus. For 2007, the bonus will be calculated per
Exhibit “C” (attached) as if the Employee were a Unit
Vice President. The bonus targets for subsequent years will be
generated by OMNI’s CEO, approved
by the OMNI Board of Directors, and presented to
Employee before April 1. The bonus will be determined and if
appropriate, awarded by the Board during each calendar year
beginning with the 2007 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, 401(k) plans and Stock Incentive
Plans.
(b) CHI 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 CHI’s and 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 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 CHI’s and 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 CHI Without
Cause. CHI 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 CHI to
Employee. After such termination of employment, CHI shall pay:
(i) the Annual Base Salary then in effect in semi-monthly
payments and in accordance with CHI’s normal payroll
practices for the remainder of the Initial Period if Employee is
terminated during the Initial Period 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 CHI, 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 CHI. Promptly
after such termination of employment, CHI 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 CHI,
OMNI or any Affiliate.
(c) Termination for Cause .
If CHI 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 hereunder, Employee
shall be deemed to have resigned from all offices, directorships,
and committee positions then held with CHI, OMNI or any
Affiliate.
(d) Non-Renewal of Employment
. Either CHI 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, CHI
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 CHI, OMNI or any Affiliate.
(e) Waiver of Claims . In the
event this Agreement is terminated by CHI 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 CHI or 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 CHI under this Agreement, (i) the
Employee’s employment will terminate on the date of his
death, (ii) CHI 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 subject to the terms of those Plans.
(g) Disability. If Employee
becomes disabled during his employment by CHI 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 subject to the terms of those Plans.
7. Covenant Not to Compete
.
(a) During Employee’s
employment with CHI 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 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, any business 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 any services or products
produced, sold, provided, conducted or developed, by CHI or OMNI on
the date of termination of Employee’s employment including
the services described on Exhibit A as “OMNI’s
Business.”
(b) Notwithstanding the foregoing,
Employee shall not be deemed to be in violation of
Section 7(a) based solely on the ownership of: (a) less
than five (5%) percent of any class of securities registered
under the Securities Exchange Act of 1934, as amended; or
(b) CHI Labor Services, Inc. or its successor in interest (
collectively “CHI Labor”).
(c) Employee acknowledges that the
limitations set forth in this Section 7 are reasonable and
necessary for the protection of CHI and 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 CHI and OMNI and its
Affiliates. Employee further acknowledges that the parties
anticipate that Employee will be actively seeking markets for the
products and services of CHI and OMNI and its Affiliates throughout
the United States during Employee’s employment with
CHI.
(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 CHI or 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 CHI and OMNI shall also be entitled to
injunctive relief.
8. Non-solicitation . During
Employee’s employment with CHI 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 CHI, OMNI or any of its Affiliates or in any manner
induce or attempt to induce any employee of CHI, OMNI and any such
Affiliate to terminate his employment with CHI, OMNI or such
Affiliate or (b) interfere with CHI
