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EMPLOYMENT AND
NON-COMPETITION AGREEMENT
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This
EMPLOYMENT AND NON-COMPETITION
AGREEMENT (this “Agreement”) is made and entered
into
as of the 1st day of December, 2007, by
and between
GEER TANK TRUCKS, INC. , a [Texas] corporation (the
“Company”) and
LORI GEER
SMITH (the “Executive”).
WHEREAS, pursuant to
a Stock Purchase Agreement (the “Acquisition
Agreement”) dated as of July 3,
2007 by and among
Charles Randall Geer, Jana Geer Douglas, Donna Osteen Reich, Jerrye
Geer Faltyn and Lori
Geer Smith (the “Sellers”),
Company and Continental Fuels, Inc. (the “Buyer”), the
Buyer intends to acquire all of the
outstanding stock of the Company from
the Sellers (the “Acquisition”);
WHEREAS, the
Executive is a Seller and shall receive cash and other remuneration
upon the closing of the
Acquisition; and
WHEREAS, it is a
condition precedent to effectuating the Acquisition that the
Executive enter into an
employment and non-competition
agreement with the Company in the form hereof, which agreement
supersedes
and replaces any previous employment
agreement the Executive may have had with Seller or any of its
affiliates;
NOW, THEREFORE, in
consideration of the premises and of the mutual covenants herein
contained, and
as an inducement to the Company to
consummate the Acquisition, it is agreed as follows:
1. Employment . The Company hereby agrees to
employ the Executive and the Executive hereby
agrees to be employed by the Company
upon the terms and conditions herein set forth.
2. Term of Employment . Employment shall be
for a term commencing on the date hereof and,
subject to termination under Sections 7
and 8, expiring one (1) year from the date hereof (the
“Term”). Following the
expiration of the Term, the Executive
shall be an at-will employee of the Company.
3. Duties of the Executive . The Executive
shall have such duties and responsibilities as may be
prescribed by the Board of Directors
(the “Board”) of the Company. The Executive shall
devote her full time and best
efforts to the business of the Company.
4. Compensation . During the Term, the Company
shall pay to the Executive a base salary of Eighty
Thousand Dollars ($80,000) per annum
which base salary may be adjusted from time to time by the
Company,
payable at the times and in the manner
consistent with the Company’s general policies regarding
compensation of
executive employees. Such base salary
shall include any salary reduction contributions elected by the
Executive to
(i) any plan for which the
Executive may be eligible sponsored by the Company or its
affiliates that includes a cash-
or-deferred arrangement under Section
401(k) of the Code (if any), or (ii) any “cafeteria
plan” for which the Executive
may be eligible sponsored by the
Company or its affiliates under Section 125 of the Code (i.e., any
such
contributions elected by the executive
will be deducted from the base salary set forth on Exhibit
B).
5. Executive Benefits . In addition to the
compensation described in Section 4, the Company shall
make available to the Executive,
subject to the terms and conditions of the applicable plans,
including without
limitation the eligibility rules,
participation for the Executive and her eligible dependents in the
employee benefit
plans or arrangements and such other
usual and customary benefits generally available to employees of
the
Company.
6. Place of Performance . In connection with
employment by the Company, unless otherwise agreed
by the Executive, the Executive shall
be based at offices located in Jacksboro, Texas (except for travel
reasonably
required for
Company business), provided that the Company maintains an office
and operations in Jacksboro,
Texas.
7. Termination .
(a)
Involuntary Termination . The
Executive’s Disability (as defined herein) during the Term
shall
constitute an involuntary termination
of employment hereunder, unless the Board expressly extends
such
employment for a specified time
thereafter. The Executive’s death during the Term shall
constitute an involuntary
termination of employment for purposes
of eligibility for Termination Payments and Benefits as provided in
Section 8.
(b)
Voluntary Termination . The
Executive may voluntarily terminate the Agreement at any time
by
providing 90 days prior written notice
to the Company as provided in Section 13(d).
(c)
Compensation and Benefits .
Subject to Section 8 and any benefit continuation requirements
of
applicable laws, in the event the
Executive’s employment hereunder is voluntarily or
involuntarily terminated for any
reason whatsoever, the compensation and
benefits obligations of the Company under Sections 4 and 5 shall
cease
as of the effective date of such
termination, except for any compensation and benefits earned or
accrued but unpaid
through such date.
8. Termination Payments and Benefits
.
(a) If the
Executive’s employment hereunder is involunt
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