Exhibit 10.1
SEVERANCE AGREEMENT
This
Severance Agreement
(this "Agreement") is made and entered into as of
August 1, 2008 (the
"Effective Date"),
by and between BOOTS
& COOTS SERVICES,
LLC (the "Company") and CARY BAETZ ("Employee").
In
consideration of
Employee's agreement
to become an employee of Company
through Employee's
acceptance of the
Company's offer letter
to Employee dated
July 22, 2008, Company agrees as follows:
1.
Termination and Compensation.
(a) Termination
by the Company and Compensation In the event that
that the Company elects to terminate Employee's employment for any reason
other
than termination for Cause as defined in Paragraph 2(a) below,
then, and in that
event, the Company shall pay to Employee, on the termination date,
the following
compensation: (i) a
lump sum payment equal to 6 months salary, (ii) a pro-rata
percentage of any
bonus to which
Employee would have
been eligible to receive
for the year in which termination occurs, and (iii) Company shall continue
the
payment of premiums for hospitalization and major medical insurance for the
lesser period of
either six months or the date on which Employee secures full
time employment that
affords equivalent
medical coverage. In the event of a
termination for Cause
(as defined in Paragraph 2(a) below), Employee shall not
be entitled to any of the above compensation or any other benefits
provided for
herein, and shall not be entitled to severance pay.
(b) Termination
by Employee and Compensation In the event that
Employee elects to terminate his employment pursuant to Paragraph 2.(b) or
2(c)
below, then,
and in that event,
the Company shall pay to Employee, on the
termination date, the following compensation: (i) a lump sum
payment equal to 12
months salary, (ii) a
pro-rata percentage of
any bonus to which Employee would
have been eligible to
receive for the year
in which termination
occurs, and
(iii) Company shall
continue the payment
of premiums for
hospitalization
and
major medical
insurance for the lesser period of either 6 months or the date
on
which Employee secures
full time employment
that affords
equivalent
medical
coverage. In the event
that Employee elects to terminate his employment for any
other reason, Employee shall not be entitled to any of the above
compensation or
any other benefits
provided for herein,
and shall not be entitled to severance
pay.
2.
Grounds
for Termination.
(a) Employer may
terminate and pay none
of the compensation set
forth above if termination is for "Cause", which for purposes of this
Agreement
shall mean Employee (i) has engaged in gross negligence or willful
misconduct in
the performance
of the duties
required of him
hereunder,
(ii) has willfully
refused without proper
legal reason to perform the duties and responsibilities
required of him
hereunder (provided, however, that no act or failure to act
pursuant to
subsections
(i) and (ii) above
shall be deemed
"willful" if due
primarily to an error
in judgment or
negligence or if made
in good faith with
reasonable belief that
such act is in the best interest of the Company), (iii)
has materially
breached any material
provision of this Agreement (and such
breach remains
uncorrected
30 days following Employee's receipt of written
notice of the
breach from the Company), or (iv) the Employee commits, is
arrested or officially
charged with any felony, or any crime involving moral
turpitude, which,
in the good
faith opinion of the Company, would impair
Employee's ability to
perform his duties hereunder or would impair the business
reputation of the Company or Employee misappropriates any funds or property of
the Company;
<PAGE>
(b) Employee may
terminate, and receive compensation as set forth
above
