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EXHIBIT 10.8
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT
This Employment and Confidentiality Agreement (the "Agreement") is made
and entered into as of March 3, 1999 (the "Effective Date") by and between
Xxxxxx Xxxxxxxx ("Employee") and Tejas Securities Group, Inc. (the "Company").
WHEREAS the Company and Employee have decided to reflect the terms of
Employee's employment with the Company in a written document and which shall
govern the material terms of Employee's employment by the Company. In addition
to the terms of this Agreement, Employee shall be subject to certain policies
and procedures published by the Company, or made known to Employee from time to
time. Such policies and procedures are incorporated within this Agreement as if
fully set forth herein.
NOW THEREFORE, in consideration of the premises and mutual agreements
hereafter set forth, and upon the terms and conditions contained in this
Agreement, Employee and the Company hereby agree as follows:
1. Conditions of Employment.
1.1. Compliance with Company Policies.
Employee shall be subject to the policies and procedures enacted by
the Company from time to time and made known to Employee either through
publication or by direct discussion with Employee.
1.2. Compliance with Applicable Rules and Regulations.
Employee shall be subject to all of the Rules and Regulations of the
Securities and Exchange Commission and the National Association of
Securities
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Dealers and the Company reserves the right to terminate Employee should
he/she not remain compliant with these Rules and Regulations.
1.3. Other Business Interests.
Employee shall not be employed by or receive any other employment
compensation from any other person or entity except as may be agreed to by
the Company in writing. All revenues generated from Employee's efforts
shall at all times belong to the Company unless otherwise agreed to
pursuant to written agreement between Company and Employee.
1.4. Term and Termination.
Employee's employment with the Company shall be guaranteed for a
period of one-year commencing on the first day of employment. However, if
Employee accepts a position with another Firm, the Company shall have no
further payment obligation to Employee.
2. Duties, Compensation and Benefits.
2.1. Title.
Retail Sales Manager.
2.2. Capacity.
Employee shall serve as an employee of the Company and shall perform
such customary, appropriate and reasonable duties as are performed by an
employee as may be delegated to Employee by the Board of Directors of the
Company (the "Board").
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2.3. Schedule.
Employee shall be employed on a full time basis and shall devote all
of his/her working time, intentions and energies to the Company. Employee
shall at all times perform his/her duties and obligations faithfully,
diligently and to the best of their abilities.
2.4. Salary.
During employment with the Company, Employee shall be paid the
greater of $96,000 per year ($8,000 per month for each month of
employment) or a 1.5% override on all annual retail sales production
greater than $3 million for 1999, and $4 million thereafter, in accordance
with the Company's standard payroll practice. The Company shall review the
retail sales production each January, and shall adjust the Employee's
compensation to the greater of the salary or override, if necessary.
Salary shall be subject to annual review and adjustment at the discretion
of the Board or any committee or individual appointed by the Board to
perform such function.
2.5. Commissions.
Employee shall received a commission based on the Company's
commission grid on all sales collected by the Company directly
attributable to the employees efforts pursuant to policies and procedures
established by the Board of Directors.
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2.6. Business Expenses.
The Company shall reimburse Employee for reasonable business
expenses necessarily and appropriately incurred by Employee in performing
his/her duties hereunder in accordance with such policies and procedures
regarding employee expenses as the Company may from time to time put in
effect.
2.7. Moving Expenses.
The Company shall reimburse Employee for all reasonable expenses
incurred during relocation to Company's headquarters in Austin, Texas.
Employee shall be responsible for providing receipts and documentation for
moving expenses prior to reimbursement.
2.8. Benefits.
In addition to salary, commissions, overrides, Employee shall be
entitled to participate in any Employee benefit program established from
time to time for employees of the Company as determined by eligibility
requirements established by the Company or such employee benefit programs.
2.9. Holiday and Vacation.
Employee shall be entitled to all holidays provided under the
Company's regular holiday schedule published from time to time by Company.
In addition, Employee shall be entitled to vacation time in accordance
with the policies established by the Company from time to time.
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3. Confidential Information.
Employee understands and agrees that in connection with the
performance of their obligations and duties, Employee has and will receive
certain proprietary, confidential or other information concerning the
Company that the Company regards as highly confidential. In addition,
Employee acknowledges and agrees that he/she will receive special and
important training in regard to the performance of the business
activities. The information provided to Employee may include, without
limitation or designation as such, business strategies, terms of contracts
and business relationships, pricing information and other information that
is not generally known to the public. Employee acknowledges and agrees
that all such information, including information obtained through special
training by the Company, is and will at all times remain the sole and
exclusive property of the Company. Employee acknowledges and agrees that
they will, during the term of their employment with the Company and at all
times thereafter hold such information in confidence and not disclose any
such information to any third party except as authorized in advance in
writing by the Company or directly in connection with the performance of
the employees obligations hereunder. In the event of the termination of
Employee's employment with the Company, Employee shall promptly return all
confidential and propriety information in Employee's possession to the
Company. Employee agrees that notwithstanding the termination of the
employee's employment relationship with the Company that his/her agreement
to keep the Company's
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confidential and proprietary business information confidential will
survive the termination of such employment relationship.
In addition, Employee agrees and understands that the damages which
will be incurred by the Company as a result of the breach of this
confidentiality provision are incalculable. Employee agrees that in
addition to any remedy available to the Company provided by law, that
Company will be entitled to injunctive relief, including but not limited
to obtaining such temporary orders of the Court as may be necessary and
appropriate in order to enforce this provision.
4. Miscellaneous.
4.1. Successors and Assigns.
This Agreement shall be bind on and enure to the benefit of the
parties hereto and their heirs, executors, legal representatives and
successors. This Agreement may not be assigned, in whole or in part,
without the prior written agreement of both parties hereto, except with
respect to the confidentiality provisions contained in paragraph 3 hereof.
Any attempt to assign the provisions of this Agreement (except for
paragraph 3) shall be null and void.
4.2. Withholding.
Employee hereby agrees to make appropriate arrangements with the
Company for the satisfaction of all federal, state or local income tax
withholding requirements and other federal, social security, employee tax
requirements applicable to this Agreement.
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4.3. Governing Law.
This Agreement is made and entered into and is to be governed by and
construed in accordance with the laws of the State of Texas applicable to
agreements made and to be performed entirely within such state, without
regard of the conflict of law principals for any such state. Employee
agrees that there are sufficient contacts within the State of Texas to
enforce this provision.
4.4. Waiver.
The failure of either party at any time to require a performance by
the other party of any provision hereof shall not effect in any way the
full right to require such performance at any time thereafter nor shall a
waiver by either party of a breach of any provision hereof be taken or
held to be a continuing waiver of such provision or a waiver of any other
breach under any other provision of this Agreement.
4.5. Caption.
The captions of the sections which are referenced above are inserted
as a matter of convenience only and are in no way to define, limit or
describe the scope of this Agreement or provisions hereof.
4.6. Entire Agreement/Interpretation.
This Agreement sets forth the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supercedes all prior contracts, agreements, arrangements, communications,
discussions, representations and warranties, whether oral or written,
between the parties with
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respect to the subject matter. This Agreement may be amended only by a
written instrument signed by both parties hereto making specific reference
to this Agreement and express a plan or intention to modify it. The
parties acknowledge that this Agreement has been drafted through mutual
efforts of the parties and that it shall not be construed more harshly
against any party hereto.
4.7. Counterpart.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall
constitute on and the same agreement.
4.8. Non-Compete (Optional).
In witness whereof the parties hereto have executed this Employment
Agreement as of the date first written above.
TEJAS SECURITIES GROUP, INC.
By: /s/ Xxx X. Van Ert
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Xxx X. Van Ert, President
EMPLOYEE
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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