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EMPLOYMENT AND NON-COMPETITION AGREEMENT

NonCompetition Agreement

EMPLOYMENT AND NON-COMPETITION AGREEMENT | Document Parties: CONTINENTAL FUELS, INC. You are currently viewing:
This NonCompetition Agreement involves

CONTINENTAL FUELS, INC.

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Title: EMPLOYMENT AND NON-COMPETITION AGREEMENT
Date: 12/17/2007
Industry: Oil and Gas Operations     Sector: Energy

EMPLOYMENT AND NON-COMPETITION AGREEMENT, Parties: continental fuels  inc.
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Exhibit 10.10

EMPLOYMENT AND NON-COMPETITION AGREEMENT



       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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