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NON-COMPETE AGREEMENT
NON-COMPETE AGREEMENT (this "Agreement"), dated as of July 1, 2005
by
and between Tejas Incorporated, a Delaware
corporation (the "Company"), and
Jared E. Abbruzzese, Sr., an individual
residing at [
]
(the "Employee").
WHEREAS, the Company and the Employee have entered into an
employment
arrangement as of July 1, 2005 (the
"Employment Arrangement") and, in connection
therewith, wish to enter into this
Agreement; and
NOW THEREFORE, in consideration of entering into the Employment
Arrangement and the other good and valuable
consideration noted below, the
parties hereto agree as follows:
(a) As consideration for the Employee executing this Agreement,
the
Company shall disclose confidential and
proprietary information to Employee. As
further consideration for the Employee
executing this agreement, Company shall
provide to Employee, at the Company's sole
expense, periodic training through
classes and seminars in the area of
investment banking.
The Employee acknowledges that the Company has invested and
shall
invest valuable time and expense in
recruiting, training, providing services to
the Employee and providing specialized
knowledge to the Employee. In recognition
of the Employee's acknowledgment that the
Employee's services to be rendered to
the Company are of a special and unusual
character which have a unique value to
the Company, the Employee acknowledges the
loss of his services cannot
adequately be compensated by damages in any
action at law.
In view of the unique value to the Company of such expenditure of
funds
for recruitment, training, services and
other consideration provided above, it
is understood and agreed by the parties
hereto that such benefits are sufficient
and valuable consideration to the Employee.
The Employee further covenants,
agrees and states: "THAT SUCH CONSIDERATION
PROVIDED TO ME BY THE COMPANY, AS
IDENTIFIED ABOVE IS VALUABLE AND SUFFICIENT
BENEFIT TO ME, BECAUSE OF WHICH I
AGREE TO EXECUTE THIS NON- COMPETE
AGREEMENT WITH THE COMPANY."
(b) In the event that Employee is terminated from employment with
the
Company for Cause (as defined below) or
Employee voluntarily terminates
employment with the Company without Good
Reason (as defined below), for a period
of two (2) years commencing on the date of
such termination (the "Restricted
Period"), Employee shall not, directly or
indirectly, as an employee, employer,
consultant, agent, principal, partner,
manager, stockholder, officer, director,
or in any other individual or
representative capacity, engage or participate in
the ownership, management, operation or
control of, or be connected or
associated in any manner to any Restricted
Enterprise (as defined below),
provided that in no event shall ownership
of less than two (2) percent of the
outstanding
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equity securities of any issuer whose
securities are registered on a national
securities exchange be prohibited under
this Agreement.
"Cause" shall mean (i) employee's dishonesty, fraud, theft,
embezzlement, or breach of fiduciary duty
related to Company matters; (ii)
employee's material violation of this
Agreement with the Company; (iii)
employee's engagement in gross misconduct
which is injurious to the Company's
finances, business, or reputation; or (iv)
employee's conviction of, or plea of
nolo contendere to, a felony or other crime
involving moral turpitude (other
than minor traffic offenses).
"Good Reason" shall mean any action taken by the Company or any
subsidiary thereof (other than any such
actions within the control of employee)
and not consented to by employee in
writing, which has the following effect(s):
(i) any material breach of the terms of the
employment arrangement between
employee and the Company; (ii) any change
in the formula or the means by which
employee's annual compensation is to be
determined, or any failure to pay such
compensation to employee when
