This Separation
Agreement (the “Agreement”) is made and entered into
effective as of the 23rd day of March, 2009 by and between T-3
Energy Services, Inc., a Delaware corporation
(“Employer”) and Gus D. Halas (“Employee”).
Reference is made herein to the Employment Agreement effective as
of September 14, 2007 and amended as of December 10,
2008, between Employer and Employee. Capitalized terms used herein
but not otherwise defined in this Agreement shall have the meanings
given such terms in the Employment Agreement.
1.
Termination of Employment.
Effective as of
March 23, 2009, (the “Separation Date”) Employee
has resigned his employment and any and all positions he has held
with Employer and any affiliates. Such termination shall be deemed
for the purposes of the Employment Agreement to be a termination
other than for Good Cause under Section 9 of the Employment
Agreement and the provisions of Section 9 shall apply, subject
to the provisions of this Agreement.
In consideration
of Employee’s execution (without revocation) of this
Agreement and his release of all claims as provided in this
Agreement, and Employee’s other agreements herein, Employer
agrees to provide Employee with the following payments and
benefits, less all required withholding and other authorized
deductions, within ten (10) working days after the Waiver
Effective Date (as defined in Section 17):
(a) In
accordance with Section 9(c) of the Employment Agreement, the sum
of $2,783,437.50, which is three times the sum of Employee’s
(i) annual base pay and (ii) average bonus pay for the
previous two fiscal years of employment.
(b) In
accordance with Section 9(b) of the Employment Agreement, the sum
of $112,328.77, which is the pro-rata portion of Employee’s
target Annual Bonus for the current fiscal year.
(c) In
accordance with Section 9(a)(ii) of the Employment Agreement,
the unvested portion of the employer contributions credited to
Employee’s account under Employer’s 401(k) Savings and
Retirement Plan, if any.
(d) A
lump-sum cash payment of $75,000 representing all amounts that may
otherwise be due and payable to Employee under Sections 4.8
and 4.9, or any other provisions of the Employment Agreement not
otherwise specified in this Agreement, or for any other
reason.
3. Payment
of Base Salary and Reimbursements Through Separation
Date.
Employee shall be
entitled to the following within 30 days of the Separation
Date:
(a) In
accordance with Section 9(a)(i) of the Employment Agreement,
Employee shall be entitled to Employee’s current annual base
salary accrued but unpaid, less all required withholding and
authorized deductions, through the Separation Date.
(b) In
accordance with Section 5 of the Employment Agreement, all
reimbursable business expenses incurred on or before the Separation
Date, provided that Employee submits a written request (following
Employer’s standard business procedure) on or before 7
business days following the Separation Date. If Employee fails to
timely submit a request for reimbursement, Employee will be deemed
to have waived the claim for reimbursement. Employer will not
reimburse Employee for expense reports submitted after 7 business
days following the Separation Date.
In consideration
of Employee’s release of all claims as provided in this
Agreement, and Employee’s other agreements herein:
(a) In
accordance with Section 9(d) of the Employment Agreement, all of
Employee’s stock options to purchase shares of
Employer’s common stock and all of Employee’s
restricted stock grants shall fully vest notwithstanding any
vesting schedule based on the expiration of time contained in such
stock option or restricted stock grant. All vested and unexercised
stock options will remain subject to the terms and conditions of
the 2002 Stock Incentive Plan and any associated award agreements
under which the stock options were granted.
(b) In
accordance with Section 11.15 of the Employment Agreement,
Employee will receive a cash payment equal to 10,000 multiplied by
the closing share price of Employer’s stock on the Separation
Date within ten (10) working days after the Waiver Effective
Date.
5. No Other
Compensation.
Except as set
forth in Sections 2, 3 and 4 above, Employee shall not be
entitled to any other salary, commission, bonuses, employee
benefits (including long and short term disability, 401(k), and
pension), expense reimbursement or compensation from Employer or
its affiliates after the date of the Separation Date and all of
Employee’s rights to salary, commission, bonuses, employee
benefits and other compensation hereunder which would have accrued
or become payable after the Separation Date from Employer (other
than vested benefits under Employer’s benefit plans which are
payable to Employee pursuant to the terms and conditions set forth
in the applicable plan documents) shall cease upon the Separation
Date, other than those expressly required under applicable law
(such as the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”)).
Employer will
deliver to Employee a letter outlining the terms of COBRA,
including the COBRA premiums. Employee will have the option to
elect to continue health care coverage under COBRA, as explained in
the COBRA letter. Under the terms of COBRA, Employer-sponsored
health care plan participants are offered the ability to
participate in an Employer-sponsored health care plan for up to
18 months after their separation dates. The COBRA letter will
explain that to obtain such coverage, Employee must pay on a timely
basis the monthly COBRA premium. COBRA participants do not receive
monthly invoices and are expected to make sure that their monthly
premium payments are received by the Employer’s
COBRA
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Administrator
by the applicable due dates. Employee’s failure to make a
timely payment will result in loss of coverage and, once lost, the
coverage cannot be reinstated.
In accordance with
Section 10 of the Employment Agreement and in consideration of
the payments to be made hereunder and having acknowledged the
above-stated consideration as full compensation for and on account
of any and all injuries and damages which Employee has sustained or
claimed, or may be entitled to claim, Employee, for himself, and
his heirs, executors, administrators, successors and assigns, does
hereby release, forever discharge and promise not to sue Employer,
its parents, subsidiaries, affiliates, successors and assigns, and
their past and present officers, directors, partners, employees,
members, managers, shareholders, agents, attorneys, accountants,
insurers, heirs, administrators, executors (collectively the
“Released Parties”) from any and all claims,
liabilities, costs, expenses, judgments, attorney fees, actions,
known and unknown, of every kind and nature whatsoever in law or
equity, which Employee had, now has, or may have against the
Released Parties relating in any way to Employee’s employment
with Employer or termination thereof, including but not limited to,
all claims for contract damages, tort damages, special, general,
direct, punitive and consequential damages, compensatory damages,
loss of profits, attorney fees and any and all other damages of any
kind or nature; all contracts, oral or written, between Employee
and any of the Released Parties; any business enterprise or
proposed enterprise contemplated by any of the Released Parties, as
well as anything done or not done prior to and including the date
of execution of this Agreement. Nothing in this Agreement shall be
construed to release Employer from any obligations set forth in
this Agreement.
Employee
understands and agrees that this release and covenant not to sue
shall apply to any and all claims or liabilities arising out of or
relating to Employee’s employment with Employer and the
termination of such employment, including, but not limited to:
claims of discrimination based on age, race, color, sex (including
sexual harassment), religion, national origin, marital status,
parental status, veteran status, union activities, disability or
any other grounds under applicable federal, state or local law,
including, but not limited to, claims arising under the Age
Discrimination in Employment Act of 1967, as amended; the Americans
with Disabilities Act; the Fair Labor Standards Act; the Family and
Medical Leave Act; and Title VII of the Civil Rights Act, as
amended, the Civil Rights Act of 1991; 42 U.S.C. § 1981, the
Employee Retirement Income Security Act, the Consolidated Omnibus
Budget Reconciliation Act of 1985 as amended, the Rehabilitation
Act of 1973, the Equal Pay Act of 1963 (EPA) as well as any
claims regarding wages; benefits; vacation; sick leave; business
expense reimbursements; wrongful termination; breach of the
covenant of good faith and fair dealing; intentional or negligent
infliction of emotional distress; retaliation; outrage; defamation;
invasion of privacy; breach of contract; fraud or negligent
misrepresentation; harassment; breach of duty; negligence;
discrimination; claims under any employment, contract or tort laws;
claims arising under any other federal law, state law, municipal
law, local law, or common law; any claims arising out of any
employment contract, policy or procedure; and any other claims
related to or arising out of his employment or the separation of
his employment with Employer.
In addition,
Employee agrees not to cause or encourage any legal proceeding to
be maintained or instituted against any of the Released
Parties.
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This release does
not apply to any claims for unemployment compensation or any other
claims or rights which, by law, cannot be waived
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