EXHIBIT 10.25
NGSG Natural Gas Services Group, Inc.
NATURAL GAS SERVICES GROUP, INC. 0000 X. Xxxxxx Xxxx 0000
Xxxxxxx, Xxxxx 00000
(000) 000-0000
Fax (000) 000-0000
EMPLOYMENT CONTRACT
THIS EMPLOYMENT CONTRACT ("Agreement") is made and entered into as of the
13th day of October, 2003, by and between Natural Gas Services Group, Inc., a
Texas Corporation, whose address is 0000 Xxxxx Xxxxxx Xxxx 0000, Xxxxxxx, Xxxxx,
00000, hereinafter referred to in this Agreement as the "EMPLOYER", and W. Xxxxx
Xxxxxx, whose address is 5609 Heartland, Xxxxxxx, Xxxxx, 00000, hereinafter
referred to in this Agreement as "the Employee."
ARTICLE I
TERM OF EMPLOYMENT
1.01. The Employer employs the Employee, and the Employee accepts
employment with the Employer, for the Eighteen Month period from October 13,
2003 through April 13, 2005, and thereafter until terminated by either party
upon thirty (30) days advance written notice to the other party (herein referred
to as the "term of employment") or as defined by an extended or new employment
contract as agreed to by Employer and Employee upon completion of the initial
term of Employment. However, the term of employment may be terminated earlier as
provided in Article 5.
ARTICLE 2
DUTIES OF EMPLOYEE
Basic Duties
2.01. The Employee is hired as the Director of Sales and Marketing of the
Employer. The Employee shall perform all services, acts, or things necessary and
advisable to manage and conduct the business of the Employer, subject to the
policies set by the board of directors from time-to-time.
The Employee agrees to devote substantially all of his entire productive
time, ability and attention to the business of the Employer during the term of
employment. The services of the Employee shall be performed at such locations
and at such times as shall be directed by the CEO from time-to-time. The
Employee shall to the best of his ability make every effort to promote. the
business of the Employer.
Employer to Provide Transportation and Ordinary Expenses
2.02. The Employer agrees to provide a properly registered vehicle for
transportation required for the performance of the Employee's duties under this
Agreement. Employer shall provide all insurance, fuel, repairs and Employee
shall use every reasonable effort to properly maintain said vehicle.
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ARTICLE 3
COMPENSATION OF EMPLOYEE
Bask Salary and Sign on Bonus
3.01. The Employee shall receive a salary as established from time-to-time
by the Directors, but in no event shall the annual salary be less than Ninety
Thousand Dollars ($90,000.00), paid biweekly. If the Employee voluntarily
terminates employment prior to October 13, 2005 or is terminated pursuant to
Article 5 prior to April 13, 2005, or if the Employee's employment is terminated
by either party at any time after December 31, 2003, the Employee's salary will
be paid only to the date of termination of employment. A total payment of
$11,400.00 shall be paid by Employer to be paid in full to Employee on January
1, 2004. Employee shall reimburse Employer if Contract is willfully terminated
by Employee prior to completion of the initial term of Employment.
Executive Bonus Pool
3.02. The Employee shall receive an annual Executive bonus during the term
of employment, starting January 1, 2004, not eligible for 2003 Executive Bonus,
determined by the Employers Board of Directors based on Goals met during the
calendar year. Goals for Employer and percentage of Pool to each Employee in
Pool shall be determined by the Compensation Committee_ Such Executive bonus
shall be determined for each annual period commencing as of January 1 and ending
as of December 31 (the "Contract Year"), with payment to the Employee to be made
on an annual basis during the next calendar year.
Vacation and Sick Pay
3.03. After the completion of six (6) months of service in the employ of
the Employer, the Employee shall be entitled to an annual paid vacation of five
(5) business days with full pay, after one (1) year of service employee shall
receive ten (10) days, and after two (2) years of service employee shall receive
fifteen (15) days with full pay. Such vacation shall be taken at any time
selected by the Employee and approved by the Employer. In addition, the Employee
shall be entitled to three (3) days per year as sick leave with pay. Up to three
(3) days of sick leave may be accumulated and up to ten (10) days of vacation
may be accumulated in addition to those days Employee is entitled to under the
then existing pay year. All other accumulated but unused time will be waived by
the Employee.
3.04. The Employee shall be entitled to a holiday with full pay on New
Year's Day, Memorial Day, independence Day, Labor Day, Thanksgiving Day,
Christmas Day, and/or any other day designated as a holiday by the Employer.
Other Benefits
3.05. All base compensation provided for in this Agreement shall be
exclusive of any benefits which the board of directors of the Employer may
elect, in its sole and complete discretion, after the date hereof to make
available to the Employee under any bonus plan, profit sharing trust, pension
plan, deferred compensation plan, hospitalization plan, medical or dental
services plans, health insurance plan, or any other employee benefit plan that
may be in effect at any time or from time-to-time during the term of employment
hereof. The Employer agrees that during the term of employment the Employees
shall be afforded the opportunity to participate in any such plan which is
generally available to other employees of the Employer other than any bonus plan
or other plan measured by the income or performance of the Employer.
Participating in any such plans shall be consistent with the Employee's rate of
basic compensation to the extent that compensation is a determinant with respect
to coverage or participation under any such plan; provided, however, that the
Employee's participation shall not be limited by reason of income or basic
compensation if such limitations are not necessary to obtain tax deductions or
are not required by law.
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ARTICLE 4
PROPERTY RIGHTS OF THE PARTIES
Inventions and Patents
4.01. The Employee agrees that he will promptly and completely inform and
disclose to the Employer all inventions, designs, improvements and discoveries
that the Employee may have during the term of employment that pertain or relate
to the business of the Employer or to any experimental work carried on by the
Employer, whether conceived by the Employee alone or with others and whether or
not conceived during regular working hours. All such inventions, designs,
improvements and discoveries shall be the exclusive property of the Employer.
The Employee shall assist the Employer in obtaining patents on all such
inventions, designs, improvements and discoveries deemed patentable by the
Employer.
Trade Secrets of Employer
4.02. During the term of employment under this Agreement, the Employee will
have access to and become familiar with various trade secrets. The term "trade
secrets" means devices, secret inventions, processes and compilations of
information, records and specifications, which are owned by the Employer and
that, are regularly used in the operation of the business of the Employer. The
Employee shall not disclose any trade secrets of the Employer during or at any
time after the term of this Agreement, except as required in the course of his
employment under this Agreement. All files, records, documents, drawings,
specifications, equipment and similar items relating to the business of the
Employer, whether or not prepared by the Employee, shall remain the exclusive
property of the Employer and shall not be removed under any circumstances from
the premises where the work of the Employer is being carried on, unless prior
written consent of the Employer has been obtained.
Confidential Data of Customers of Employer
4.03. In the course of performing duties under this Agreement, the Employee
will be handling financial, accounting, statistical and personnel information
concerning employees and customers of the Employer. All such information is
confidential and shall not be disclosed, directly or indirectly, to any person
other than agents of the Employer, either during the term of this Agreement or
any time before a two (2) Year period after employment termination.
ARTICLE 5
TERMINATION OF EMPLOYMENT
Termination by Employer for Cause
5.01. The Employer may at its option terminate this Agreement at any time
by giving written notice of termination to the Employee without prejudice to any
other remedy to which the Employer may be entitled either at law, in equity, or
under this Agreement, if the Employee:
(a) Willfully breaches or habitually neglects the duties that the Employee
is required to perform under the terms of this Agreement;
(b) Willfully violates reasonable and substantial rules governing employee
performance;
(c) Refuses to obey reasonable orders in a manner that amounts to
insubordination;
(d) Commits clearly dishonest acts toward the Employer; or
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(e) Engages in acts of disruption or violence such as unprovoked fighting.
The Employee will be given a Severance Package based on three (3) Months of Base
Salary and forfeiting any other compensation including the Executive Bonus Pool.
Termination on Grounds Other Than for Cause
5.02. This Agreement shall terminate immediately on the occurrence of any
one of the following events:
(a) The occurrence of circumstances (ie: sold, bankrupt, out of business,
etc.) that make it impossible or impracticable for the business of the
Employer to be continued;
(b) The death of the Employee;
(c) The loss by the Employee of legal capacity; or
(d) The continued incapacity on the part of the Employee to perform his
duties for a continuous period of thirty (30) days, unless waived by
the Employer.
A Severance Package of three (3) months Salary shall be in effect for any of the
above reasons of (5.02) except (5.02a) during the initial Contract Period which
the Severance Package shall be Eighteen (18) Months Salary.
ARTICLE 6
EMPLOYEE'S OBLIGATIONS OTHER THAN TO PERFORM SERVICES
Indemnification
6.01. The Employee shall indemnify and hold harmless Employer from all
liability from loss, damage, or injury to persons or property resulting from the
willful misconduct of the Employee committed in the scope of the EmpIoyee's
employment.
ARTICLE 8
GENERAL PROVISIONS
Notices
7.01. Any notices required to be given under this Agreement by either party
to the other may be effected either by personal delivery in writing or by mail,
registered and certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this Agreement. Each party may change that party's
address by written notice in accordance with the Paragraph. Notices delivered
personally shall be deemed effective as of actual receipt. Mailed notices shall
be deemed effective as of two (2) days after posting with the United States Mail
Service.
Entirety of Agreement
8.02. This Agreement supersedes all previous agreements between the
Employee and the Employer, and contains the entire understanding between the
parties with respect to the subject matter specified in the in this Agreement.
Each party to this Agreement acknowledges that no other agreement, statement, or
promise not contained in this Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing signed
by the parties hereto.
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Partial Invalidity
8.03. If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
shall nevertheless continue in full force without being impaired or invalidated
in any way.
Law Governing Agreement
8.04. It is the intent of the parties that this Agreement be governed by
and construed in accordance with the laws of the State of Texas.
Waiver
8.05. The failure of either the Employer or the Employee to insist in one
or more instances upon performance of any of the terms or conditions of this
Agreement shall not be construed as a waiver of future performance required by
such term or condition, and the obligations of either party with respect to the
term or condition shall continue in effect as if no forbearance had occurred. No
covenant or condition of this Agreement may be waived except by the written
consent of the waiving party.
Captions
8.06. The captions contained in this Agreement are for convenient reference
only and do not affect the meaning of any term or provision.
Binding Effect
8.07. This Agreement shall be binding upon the parties hereto and upon
their successors, heirs, executors and assigns.
EXECUTED in multiple originals as of the date first written above.
EMPLOYER:
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NATURAL GAS SERVICES GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President/CEO
By: /s/ W. Xxxxx Xxxxxx
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W. Xxxxx Xxxxxx
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