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Exhibit 10b
ANNEX B
DIGICON INC.
December 21, 1995
Xxxxxxx X. Xxxxxx
Digicon, Inc.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Dear Xxxxx:
Digicon Inc. (the "Company") hereby agrees that in the event that the
Company terminates your employment with the Company for any reason other than
"cause" (as that term is defined in Exhibit A attached), the Company will
continue for the period of one year following such termination to pay you your
base salary (as of the date of termination), plus a bonus equal to that earned
for the most recent fiscal year, each in the manner in which the Company's
payroll is customarily handled. The Company's agreement set forth herein will
terminate on December 31, 2000. All services to be performed by you as an
employee (other than for temporary trips in connection with the Company's
business) shall be performed at the Company's main office in Houston.
This letter is executed in consideration of and is intended to
encourage your continued employment with the Company.
DIGICON INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx,
Chairman, Compensation
Committee of the Board of
Directors
ACCEPTED AND AGREED TO:
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx
Date: 01/31/96
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EXHIBIT A
As used in the letter dated December 21, 1995 to Xxxxxx X. Xxxxxx
("Employee") the word "cause" means:
(a) the conviction of Employee by a court of competent
jurisdiction, from which conviction no further appeal can be taken, of any
felony, or of an other crime involving moral turpitude committed during the
period of employment; or
(b) the commission by Employee of an act of "fraud" upon, or
materially evidencing bad faith toward, the Company with the term "fraud"
defined for this purpose to encompass only the commission of any act defined by
a relevant statute of the United States or a state thereof to constitute fraud
and the commission of which by Employee is accompanied by scienter; or
(c) the willful, continued or unreasonable failure by Employee to
(i) perform the lawful duties assigned to him, or (ii) abide by the material
policies of the Company or (iii) perform up to the standards of performance
expected of the position occupied by Employee; or
(d) the knowing engagement in any direct conflict of interest with
the Company by Employee.