Torrent Budget Express 4 Mile
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ( Agreement) is entered into effective as of September 16, 2014 (the Effective Date), by and between Torrent Energy Services, LLC ( Torrent) (f/k/a Torrent Acquisition, LLC) a Delaware limited liability company with its principal place of business at 5950 Berkshire Lane, Suite 1401, Dallas, Texas 75225, and Lance Perryman ( Perryman). Duties and Related Matters. (a) Duties. Perryman agrees to discharge faithfully, diligently, and to the best of his ability during the Employment Period the duties normally incidental to the position of CEO, subject to the direction and control of the Board of Managers of Torrent Energy Holdings, LLC ( Parent), other than Perryman (the Board). Perryman agrees to serve in such other capacities and perform such other duties not inconsistent with the position of CEO of Torrent and the LLC Agreement of Parent, as the Board may reasonably direct from time to time. (c) Benefits. Paid vacation at any given time. Perryman additionally shall be entitled to paid sick leave and holidays as Torrent may provide in its policies and procedures applicable to management personnel. (g) Reimbursement of Business Related Expenses.
Perryman may from time to time incur reasonable business expenses in the performance of his duties under this Agreement. Following submission and approval of accurately documented business related expenses in accordance with Torrents policies, Torrent shall reimburse Perryman in accordance with Torrents established policies and procedures. Request for reimbursement of business related expenses must be submitted to a Manager of Torrent within sixty (60) days of Perryman incurring the expenses. (h) Proration.
The Base Salary and perquisites payable to Perryman hereunder in respect of any calendar year during which Perryman is employed by Torrent for less than the entire year shall be prorated in accordance with the number of days in such calendar year during which Perryman is so employed. 4. (vii) Perrymans gross negligence in discharging any material part of his duties or obligations, as determined in good faith by the Board. Provided that in the event that any of the foregoing events is capable of being cured, as determined in good faith by the Board, the Board shall provide written notice to Perryman describing the nature of such event, and Perryman shall thereafter have ten (10) business days to cure such event to the satisfaction of the Board. This time to cure may be extended if agreed to by the Parties in writing. (2) A Disability shall mean the physical or mental inability of Perryman, with reasonable accommodation, to perform in all material respects the duties of CEO of Torrent based upon an examination and determination of a physician (medical doctor licensed to practice medicine in the State of Texas) reasonably acceptable to the Board, which physical or mental inability or impairment has continued for more than one hundred eighty (180) consecutive days, and is expected by the physician to continue indefinitely. (4) Termination Date shall mean the date Perrymans employment with Torrent terminates or is terminated for any reason pursuant to this Agreement, and which constitutes a separation from service for purposes of Section 409A. (b) Termination by Torrent Without Cause or by Perryman for Good Reason: Benefits.
Will not be compensated in any manner for these Protective Covenants. In addition, Perryman will not be entitled to any Incentive Compensation. (e) Voluntary Termination by Perryman without Good Reason and Termination by Torrent for Cause: Benefits. Perryman may voluntarily terminate his employment with Torrent without Good Reason by giving written notice of his intent and stating an effective Termination Date at least ninety (90) days after the date of such notice; provided, however, that this notice period may be waived by the Board if done so upon a recorded majority vote of the Board. Upon a voluntary termination by Perryman without Good Reason or termination of Perrymans employment by Torrent for Cause, this Agreement shall terminate without further obligation to Perryman under this Agreement, other than for payment of the Accrued Obligations and any benefits due under an applicable benefit plan. The Accrued Obligations shall be paid to Perryman in a lump sum in cash within thirty (30) days after the Termination Date, or earlier as required by law.
Perryman understands that in the event of a voluntary termination by Perryman without Good Reason or termination for Cause by Torrent, Perryman will be subject to Sections, B, C and D of this Agreement and Perryman will not be compensated in any manner for these covenants. In addition, Perryman understands that in the event of a voluntary termination by Perryman without Good Reason or termination for Cause by Torrent, Perryman will not be entitled to any Incentive Compensation. 5. Fiduciary Duty. The Parties agree that Perrymans employment as CEO of Torrent, as specified in this Agreement, gives rise to the fiduciary duties that a Chief Executive Officer of a Delaware corporation would have to that corporation and its stockholders. B. Torrents Promise to Provide Confidential Information. During Perrymans employment, Torrent agrees to provide Perryman access to Torrents Confidential Information (defined below), to which Perryman has not previously had access or knowledge, which is not known to Torrents competitors or within Torrents industry generally, which was developed by Torrent over a long period of time and/or at its substantial expense, and which is of great competitive value to Torrent, and access to Torrents customers and clients. Data, software, know-how, and research data; marketing methods; personnel information, including compensation data; and any other information, materials, documents, data, or other intellectual property of any kind whatsoever that Torrent, its Affiliates, clients, customers, business partners, consultants, or vendors designate or treat as confidential.
Affiliate, as used in this Agreement, means any parent or subsidiary company of Torrent, or any other entity in any form, of which Torrent has any controlling ownership interest or management control in the operation of its business, or vice-versa, as determined by Torrent. With or divert business away from any customer, client, vendor or supplier of Torrent with whom or which Torrent conducted business; and/or (2) recruit, solicit, hire or attempt to recruit, solicit, or hire, directly or by assisting others, any persons employed by Torrent. During Perrymans employment, Torrent will receive from third parties their confidential and/or proprietary information, subject to a duty on Torrents part to maintain the confidentiality of and to use such information only for certain limited purposes. Perryman agrees to hold all such confidential or proprietary information in strictest confidence and not to disclose it to any person or organization or to use it except as necessary in the course of Perrymans employment with Torrent and in accordance with Torrents agreement with such third party.
If Perryman learns that any person or entity is taking or threatening to take any actions which would compromise the confidentiality of any Confidential Information, Perryman shall promptly advise Torrent of all facts concerning such action or threatened action. Perryman shall advise all persons to whom any Confidential Information shall be disclosed by Perryman hereunder of the confidentiality of such Confidential Information.
Perryman understands that he may be compelled by law to disclose Confidential Information in response to a subpoena or court order. Perryman agrees, however, to provide Torrent notice before responding to any subpoena, court order, or similar request. 4. Perrymans Agreement Not to Remove Confidential Information. Perryman agrees that in the course of Perrymans employment with Torrent, Perryman will not remove, other than to take with him to his home or on business meetings or business travel for use in conducting Torrents business, from any Torrent office or property any documents, electronically stored information, or related items that contain Confidential Information, including, without limitation, computer discs, recordings, or other storage or archival systems or devices, including copies, except as may be desirable or required in the performance of Perrymans duties as CEO.
In the performance of Perrymans duties, if Perryman removes Confidential Information from Torrents office, Perryman agrees to promptly return it upon termination of his employment for any reason (except as provided in paragraph 5 below). All Confidential Information, and all memoranda, notes, records, drawings, documents, or other writings whatsoever made, compiled, acquired, or received by Perryman at any time during his employment with Torrent or thereafter shall continue to be Torrents sole and exclusive property. 5.
Perrymans Agreement to Return Confidential Information and Property. Immediately all Torrent property, including, without limitation, keys, access cards, equipment, computer(s) and computer equipment, drives and electronic storage devices, hand-held electronic devices, Torrent cellular phones, Torrent credit cards, data, lists, electronically stored information, correspondence, notes, memos, reports, or other writings prepared by Torrent or Perryman on Torrents behalf. If at any time after the termination or resignation of Perrymans employment for any reason, Perryman determines that he has any Confidential Information or Company property in his possession or control, Perryman shall immediately return it to Torrent, including all copies and portions of the information or property. To document Perrymans return of Torrent Confidential Information and property, Perryman agrees to execute Exhibit C of this Agreement at the termination or resignation of his Torrent employment for any reason. Notwithstanding the foregoing or anything in this Agreement to the contrary, Perryman may retain a copy of Confidential Information to the extent needed to enforce his rights under this Agreement or the LLC Agreement or to document his compensation or benefits. 6.
Torrents Right to Inspect. Perryman agrees that, to ensure compliance with the terms of this Agreement, Torrent shall have the right to retain, access, and inspect all property of Torrents of any kind in Perrymans office, Torrents work area, or on the premises of Torrent at the termination or resignation of Perrymans employment for any reason and at any time during Perrymans employment with Torrent. C. Assignment of Work Product. For the purposes of this Agreement, the term Work Product shall mean, collectively, all work product, information, inventions, original works of authorship, ideas, know-how, processes, designs, computer programs, photographs, illustrations, developments, trade secrets and discoveries, including improvements thereto, and all other intellectual property, including patents, trademarks, copyrights and trade secrets, that Perryman conceives, creates, develops, makes, reduces to practice, or fixes in a tangible medium of expression, either alone or with others, which relate to Torrents business. During Perrymans employment with Torrent, Perryman agrees that Perryman shall promptly make full written disclosure to Torrent of all Work Product conceived, created, developed, made, reduced to practice, or fixed in a tangible medium of expression during the period of Perrymans employment with Torrent. Copyright are Works Made for Hire, as that term is defined in the United States Copyright Act.
Perryman understands and agrees that the decision whether or not to commercialize or market any Work Product is within Torrents sole discretion and for Torrents sole benefit, and that no royalty will be due to Perryman as a result of Torrents efforts to commercialize or market any such Work Product. 2. Patent and Copyright Registrations. Its subsidiaries. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded Torrent under this provision are in addition to any and all rights and remedies otherwise afforded by law. 5. Nature of the Restrictions.
Perryman agrees and stipulates that the time, geographical area, and scope of restrained activities for the Protective Covenants in Section D of this Agreement are reasonable and enforceable under Texas law, including Texas Business and Commerce Code §§15.50-15.52. The terms and provisions of Section D of this Agreement are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement will be affected. As further described in Section E.3 of this Agreement, if a court concludes that any time period, geographical area, or scope of restrained activities specified in Section D of this Agreement is unenforceable, the court is vested with the authority to reduce the time period, geographical area, or scope of restrained activities, and to enforce the Protective Covenants in Section D of this Agreement to the fullest extent the law permits.
Additionally, if Perryman violates any of the Protective Covenants contained in Section D of this Agreement, the Non-Competition Period shall be suspended and will not run in favor of Perryman from the time of the commencement of any violation until the time when Perryman ceases the activities causing the violation. Moreover, any subsequent change(s) in the terms or conditions of Perrymans employment with Torrent will not affect the validity or scope of these Protective Covenants. 6. Survival of Covenants. The Protective Covenants, obligations, and agreements set forth in Sections B, C and D of this Agreement shall survive the termination of this Agreement for any reason, or the termination or resignation of Perryman for any reason, and shall be construed as an agreement independent of any other provision of this Agreement. The existence of any claim or cause of action Perryman may have against Torrent, whether predicated on this Agreement or otherwise, shall not constitute a defense to Torrents enforcement of the Protective Covenants, obligations, and agreements set forth in Sections B, C and D of this Agreement. No modification or waiver of any Protective Covenant, obligation, or agreement contained in Sections B, C and D of this Agreement shall be valid unless the Board approves the waiver or modification in writing. 7. Injunctive Relief.
Perryman acknowledges and agrees that the Protective Covenants, obligations, and agreements contained in Sections B, C and D of this Agreement concern special, unique, and extraordinary matters and that a violation of any of the terms of these Protective Covenants will cause Torrent irreparable injury for which adequate remedies at law are not available. Therefore, Perryman agrees that Torrent will be entitled to an injunction, restraining order, or all other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Perryman from committing any violation of the Protective Covenants referred to in Sections B, C and D of this Agreement. These injunctive remedies are cumulative and in addition to any other rights and remedies Torrent may have against Perryman. Torrent and Perryman irrevocably submit to the exclusive jurisdiction of the state courts and federal courts outlined in Section E.2 regarding the injunctive remedies set forth in this Section D.7 and the interpretation and enforcement of Sections B, C and D insofar as the interpretation and enforcement relate to an application for injunctive relief 13. In accordance with the provisions of this Section D.7. Breach of this Agreement by Torrent shall not preclude injunctive relief for a breach by Perryman. E. Notification of Subsequent Employers.
If Perryman in the future seeks or is offered employment by any other company, firm, or person during the Employment Period, Perryman shall provide a copy of this Agreement to the prospective employer before accepting employment with that prospective employer. 2. Governing Law and Venue. This Agreement shall, in all respects, be interpreted, enforced, and governed under the laws of the State of Texas, without regard to conflict of law principles. The Parties agree that the language of this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for, or against, any of the parties. Venue of any litigation arising from this Agreement or any disputes relating to Perrymans employment shall be in the United States District Court for the Northern District of Texas, or a state district court of competent jurisdiction in Dallas, County, Texas. Perryman consents to personal jurisdiction of the United States District Court for the Northern District of Texas, or a state district court of competent jurisdiction in Dallas County, Texas for any dispute relating to or arising out of this Agreement or Perrymans employment, and Perryman agrees that Perryman shall not challenge personal or subject matter jurisdiction in such courts. 3. Severability and Reform.
The Parties intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision was never a part hereof, and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible, and Torrent and Perryman hereby request the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable covenant in accordance with this Section E.3. 4.
Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors, heirs, legal representatives, and permitted assigns (if any).
In entering into this Agreement, Torrent is relying on the unique personal services of Perryman; services from another person will not be an acceptable substitute. Except as provided in this Agreement, Perryman may not assign this Agreement or any of the rights or obligations set forth in this Agreement. Any attempted assignment by Perryman in violation of this Section E.4 shall be void. Except as provided in this Agreement, nothing in this Agreement entitles any person other than the Parties to the Agreement to any claim, cause of action, remedy, or right of any kind, including, without limitation, the right to continued employment.
Torrent shall not assign its obligations or rights under this Agreement without Perrymans written consent, provided that Torrent may assign this Agreement to a successor to all or substantially all of the assets of Torrent without Perrymans consent. 14. If to Torrent: Torrent Energy Services, LLC Attn: Chris Czuppon 5950 Berkshire Lane, Suite 1401 Dallas, Texas 75225 Fax: (214) 758-0333 With a copy to: Matthew Kondratowicz CSL Capital Management, LLC 411 West Putnam Ave., Suite 109 Greenwich, CT 06830 Fax: (203) 862-8680 11. Entire Agreement and Amendment. This Agreement constitutes the entire agreement between the Parties concerning the subject matter in this Agreement.
No oral statements or prior written material not specifically incorporated into this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Perryman acknowledges and represents that in executing this Agreement, he does not rely, has not relied, and specifically disavows any reliance on any communications, promises, statements, inducements, or representation(s), oral or written, by Torrent, except as expressly contained in this Agreement. Any amendment to this Agreement must be signed by all Parties to this Agreement. This Agreement supersedes any prior agreements between Perryman and Torrent concerning the subject matter of this Agreement. The Parties represent that they relied on their own judgment in entering into this Agreement. 12. Understand Agreement.
Perryman represents and warrants that he has read and understood each and every provision of this Agreement, and he understands that he has the right to obtain advice from legal counsel of his choice, if necessary and desired, in order to interpret any and all provisions of this Agreement, and that he has freely and voluntarily entered into this Agreement. 13. Modification of Agreement. This Agreement may not be changed or modified or released or discharged or abandoned or otherwise terminated, in whole or in part, except by an instrument in writing signed by Perryman and a Manager of Torrent other than Perryman and approved in writing by the Board. 14. Compliance with Section 409A. (a) Delay in Payments. Published in the Money Rates section of The Wall Street Journal on the first publication date coincident with or immediately following the Termination Date. (b) Overall Compliance. EXHIBIT B PERMITTED ACTIVITIES I certify that as of the Effective Date of my Employment Agreement, other than investments in Torrent, I have investments or interests in the following private energy-related companies: I hold an interest in GNC Midstream, a private equity fund which invests in other entities.
Budget Express Software Demarque
This interest is approximately a 3% passive interest in GNC Midstream. I am not a manager, officer, director, advisor or consultant to GNC Midstream. I have invested approximately $27,000 in GNC Midstream and have capital commitment obligations in the aggregate of $100,000. GNC Midstream therefore has the right to make capital calls to me of $73,000, and I am obligated to satisfy such capital calls by contributing cash up to such amount to GNC Midstreams capital. I shall not become a manager, officer, director, advisor or consultant to GNC Midstream nor materially increase its percentage ownership in GNC Midstream through any additional investments other than as noted in the previous sentence without the consent of Torrents Board in its sole discretion.
Torrent Budget Express 4 Mile Full
I shall also promptly inform the Torrents Board if my investment in GNC Midstream creates a conflict of interest with Torrent or Parent. /s/ Lance Perryman 9/12/2014Signed Date Lance Perryman Print Name EXHIBIT B TO EMPLOYMENT AGREEMENT.
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If you're a frequent flyer member with any of our airline partners, renting with Budget can pay off big.How it worksIf you’re a RapidRez Member with, just add your frequent flyer number when you reserve on budget.com – and start earning airline miles, points or credits. Always use your RapidRez Number for the reservation, and then enter your program information on Step 4. Or just stop at the counter and provide your frequent flyer number at participating airport locations. A Fastbreak/RapidRez Number is not required to earn frequent flyer miles. Frequent flyer mileage taxes and surcharges apply.