Exhibit 10.101


 


EMPLOYMENT CONTRACT


 




	
  THE STATE OF TEXAS

  	
  )(

  	
   

  	
   

  
	
   

  	
  )(

  	
  KNOW ALL MEN BY THESE PRESENTS:

  	
   

  
	
  COUNTY OF MIDLAND

  	
  )(

  	
   

  	
   

  






 


This Employment
Contract (“Agreement”) is made and entered into on or as of the 12th day of December,
2005.


 


By this Agreement,
Cap Rock Energy Corporation, referred
to in this Agreement as “Company”, acting by and through its President, William L. West, or his successor, hereinafter referred to
as “President” employs Melissa D. Davis,
referred to in this Agreement as “Davis”, and whose principal place of
employment is 500 W. Wall, Midland, Midland County, Texas, who accepts
employment on the following terms and conditions:


 


ARTICLE 1


 


TERMS OF EMPLOYMENT


 


1.01        By
this Agreement, the Company, acting by and through and under the direction of
its President, employs Davis and Davis accepts employment with the Company for
an initial term of one (1) year.  Unless
a written notice to terminate this Agreement is executed and properly delivered
by either party at least ninety (90) days prior to an anniversary date of the
execution of this Agreement, this Agreement shall annually and automatically be
renewed for an additional term of one (1) year. 
This Agreement may, however, be terminated earlier, as provided in
Article 4, below.


 


1.02        Davis
shall have the job duties as assigned to her by the President.  After Davis has been employed by the Company
for ninety (90) days, and upon a satisfactory evaluation by the President,
Davis will be considered for appointment as Vice President and Chief Financial
Officer of the Company.


 


ARTICLE 2


 


EMPLOYMENT COMPENSATION & BENEFITS


 


2.01        As
compensation for all services rendered under this Agreement, Davis shall be
paid by Company a salary of $160,000.00 per year, or any greater amount of
compensation including bonuses and deferred compensation authorized by the wage
and salary plan or board policies authorized by the Company, together with an
annual salary adjustment in an amount at least equal to any approved across the
board salary adjustments for all employees.


 


2.02        Davis
shall receive three weeks of vacation (annual leave), available immediately
upon her employment pursuant to this Agreement, and the same sick leave and all
other benefits as are accorded regular full-time employees of the Company
including provisions governing accrual and payment thereof on early retirement
or other methods of employment as set forth in the Company’s employee policies.


 


1

















 


2.03        Subject
to the above paragraph 2.02, all provisions of the Company’s rules and
regulations relating to annual leave (vacation, 3 weeks per year), sick leave,
early retirement, insurance, savings, deferred compensation, bonuses, pension
program contributions, holiday, stock options as available and appropriate for
her responsibility and experience and other fringe benefits and working
conditions as they now exist or hereafter may be amended, shall apply to Davis
as they would to other employees of the Company.  Notwithstanding the foregoing however, Davis
may, at her option, elect to be covered under or participate in the Company’s
employee benefit plans as though she were hired prior to May 1, 2002.


 


2.04        Because
Davis’s duties will from time to time require her to work outside of, and in
addition to, the Company’s established normal workweek, work days and work
hours, Davis shall be allowed to take compensatory time off.


 


2.05        Company
will reimburse Davis for professional dues and continuing education
requirements, including the cost of meeting CPA continuing education
requirements..


 


2.06        Company
will pay Davis a signing bonus of $5,000.00 (net after taxes, FICA and
medicare  at the maximum withholding rate
are deducted)


 


2.07        Company
will pay Davis’s reasonable expenses to include living expenses while living in
Midland on a temporary basis prior to moving her permanent residence to the
Midland area as soon as practical after May 2006.  The Company will be flexible in accommodating
her commute in the interim and provide Davis with a reasonably priced furnished
apartment and a vehicle in Midland and Davis will use her professional judgment
in allocating her time between her home office in Fort Worth and her Midland
office.  The Company further agrees to
pay Davis’s moving expenses as follows:


 


Out of pocket
costs of reasonable house hunting trips for her and her spouse and of moving
household contents and automobiles (at least two bids submitted), pets and
family members.


 


 


ARTICLE 3


 


COVENANT
TO PERFORM


 


3.01        Davis
agrees and covenants to perform her work and services diligently and use her
best efforts to faithfully comply with all of the assignments duly made to her
on behalf of the Company by President or his designee.


 


3.02        Davis
agrees to execute and honor and abide by the Company’s “Employee Pledge and
Proprietary Rights and Information Agreement” which all other employees of the
Company have executed and agreed to, a copy of which is attached hereto as
Exhibit “A”.


 


2

















 


ARTICLE 4


 


TERM AND
TERMINATION


 


4.01        The
Company shall employ Davis pursuant to this Agreement for the one (1) year term
beginning with the effective date of her employment hereunder, yearly renewable
subject to and following a satisfactory evaluation employee appraisal report on
Davis by, for successive one year terms. 
However, if during such employment, Davis fails or refuses to perform
the work and services assigned to her on behalf of the Company by the
President, or should she become derelict in so performing, or become unable to
perform, or otherwise become in substantial breach of this Agreement all as may
be determined by the President in his sole discretion or otherwise so act as to
give the Company cause, this Agreement shall, at the President’s sole option,
cease and terminate and any of Davis’s rights hereunder not already finally
vested shall cease on or at such time as the President or his designee shall
notify Davis orally or in writing.  The
term “cause” shall include the following:


 


1.                                       Knowingly, willfully and substantially, during
the term of this Agreement, neglects the duties that Davis is required to
perform under the terms of this Agreement.


 


2.                                       Knowingly, willfully and substantially,
during the term of this Agreement, commits clearly dishonest acts toward the
Company with the intent to injure or damage the Company.


 


3.                                       Insubordination or failing to follow the directives of
the President/CEO in connection with normal assigned job related duties.


 


4.                                       An unsatisfactory evaluation by President of Davis on
the annual employee appraisal.


 


4.02        Notwithstanding
paragraph 4.01, this Agreement and Davis’s employment hereunder may be
terminated at such time and upon such terms and conditions as the parties may
mutually agree.


 


4.03        Notwithstanding
the provisions of paragraphs 4.01 and 4.02 above, Davis’s employment hereunder
shall terminate under any of the following conditions:


 


a.                                       Death. Davis’s employment under this Agreement shall
terminate automatically upon her death. 
In such event, Davis’s Base Salary shall continue to be paid to her
designated beneficiary for the remaining term of this Agreement.


 


Total Disability. 
The Company shall have the right to terminate this Agreement if Davis
becomes Totally Disabled.  For purposes
of this Agreement, “Totally Disabled” means that Davis is not working and is
currently unable to perform the substantial and material duties of her position
hereunder as a result of sickness, accident or bodily injury for a period of
three months.  Prior to a determination
that Davis is Totally Disabled, but after Davis has exhausted all sick leave
and vacation benefits provided by the Company, Davis shall continue to receive
her Base Salary, offset by any disability benefits she may be eligible to
receive, for the remaining term of this Agreement.


 


3

















 


ARTICLE 5


 


TRADE
SECRETS AND CONFIDENTIAL INFORMATION


 


5.01        During
the term of Davis’s employment, the Company will provide Davis access to, so she
may become familiar with, various trade secrets and other confidential or
proprietary information of the Company, train her in the use of same, and
provide associates a working environment in which she can contribute toward
enhancing same and upgrading her general knowledge.  Trade secrets, proprietary information and confidential
information encompass, without limitation, anything which is owned by the
Company and is regularly used in the operation of the business of the Company
to obtain a competitive advantage over the Company’s competitors who do not
know, have access to, or utilize such information or trade secrets.  Proprietary information further includes, but
is not limited to, records, files, documents, bulletins, publications, manuals,
financial data and information concerning and the identity of customers, prospects
and suppliers.  Trade secrets further
include, but are not limited to, specifications, software programs, both the
source code and the object code, documentation, flow charts, diagrams,
schematics, data, data bases, and business and production methods and
techniques.


 


5.02        Davis
acknowledges that such training and the use of the trade secrets and
confidential or proprietary information will enable her to perform her job and
enhance her compensation.  Davis
recognizes and acknowledges that the trade secrets and other confidential or
proprietary information of the Company are valuable, special and unique and
that the protection thereof is of critical importance to the Company in
maintaining its competitive position. Davis, therefore, covenants and agrees that,
except as required by her employment hereunder or with the express prior
written consent of the Company, she shall not, during the term of her
employment by the Company or at anytime thereafter, either directly or
indirectly, make independent use of, publish or otherwise disclose any of the
aforesaid trade secrets or other confidential or proprietary information of the
Company (whether acquired, learned, obtained or developed by her alone or in
conjunction with others) to any person, firm, corporation, association or other
entity for any reason or purpose whatsoever or allow any other person , firm,
corporation, association or other entity to make use of, publish or disclose
any of the aforesaid trade secrets or other confidential or proprietary information.
Davis agrees not to use, steal, or appropriate such items or versions thereof,
whether copies or reconstructed from memory or otherwise, in any manner.  Davis further recognizes and acknowledges that
in order to enable Company to perform services for its customers and engage in
Company’s business, information may be furnished to the Company confidential
information and that the goodwill afforded to Company depends upon, among other
things, Company and its employees keeping such services and information
confidential.  Davis therefore agrees
that she shall keep all such information of the Company and any of its
affiliates and subsidiaries completely and absolutely confidential.  This agreement not to disclose confidential
information shall survive after the term of Davis’s employment pursuant to this
Agreement.  Therefore, Davis shall be
bound by her agreement herein not to disclose confidential information of the
Company and its affiliates or subsidiaries both during her employment with the
Company and after her employment with the Company is terminated.  A violation by Davis of this Article shall be
a material violation of this Agreement and will justify legal and/or equitable
relief.  Davis recognizes that if she
breaches this agreement and discloses confidential information or trade secrets
of the Company or any of its affiliates or


 


4

















 


subsidiaries, the
Company will suffer substantial, irreparable and continuing injuries, damages
and costs attendant thereto.  Further,
recognizing that money damages may not provide adequate relief, Davis agrees
that, in the event that she breaches or threatens to breach this Agreement, the
Company shall be entitled to a preliminary or permanent injunction in order to
prevent the continuation of such harm and, as liquidated damages, Davis shall
forfeit all payments made pursuant to this Agreement from the date the
Agreement was breached and any payments that are or may be due pursuant to this
Agreement, as well as any rights or benefits, including health insurance
benefits.


 


5.03        Davis
and the Company acknowledge and agree that the fact that the Parties have
entered into this Agreement and the terms of this Agreement are
confidential.  Neither of the Parties may
therefore disclose the terms of this Agreement to others, except as necessary
with regard to the filing of income taxes and other necessary documents or as
required by law, or pursuant to a subpoena or court order, unless such
disclosure has been approved by the other Party’s written permission.


 


ARTICLE 6


 


NON-COMPETITION
AGREEMENT


 


Davis agrees that
upon her termination of employment from the Company, for a period of Two (2)
years, she will not engage or participate, directly or indirectly, in
competition with the Company or any of its affiliates or subsidiaries without
the prior written consent of the Company which consent shall not be
unreasonably withheld.  This Agreement
shall prohibit Davis from, among other things, attempt to serve or assist
others in serving the Company’s present or potential customers. Davis further
agrees that she will never at any time after executing this Agreement, assist
any person or entity in buying, merging with or acquiring the Company unless
the Company consents in writing.


 


ARTICLE 7


 


PROHIBITIONS


 


7.01        Davis
shall not, at any time during or after the term of this Agreement, make
derogatory, false, or misleading oral or written comments to any person or
entity regarding the Company, its management, officers, directors, employees or
agents. Davis agrees generally to speak favorably of the Company and her
employment with the Company.


 


7.02        Davis
agrees that neither she, nor any member of her immediate family, shall run for
or serve as a Director of the Company for a period of five (5) years after Davis’s
employment with the Company is terminated.


 


7.03                        The Company and Davis recognize and agree
that the damages to the Company for violation of Articles 5,6 and 7 may be
difficult, if not impossible to ascertain, and therefore the Parties hereby
agree that in the event Davis breaches these Articles 5, 6, and 7, the Company
shall be entitled to liquidated damages for such breach which shall be
forfeiture and reimbursement by Davis of all amounts paid to Davis from the
time of the breach, received by Davis from Company pursuant to this Agreement
from the time of the breach, or any amounts which Davis is entitled to receive
pursuant to this Agreement, and all rights and benefits, including


 


5

















 


health insurance
benefits and stock which Davis may be entitled to receive pursuant to this
Agreement.


 


ARTICLE 8


 


SUPERSESSION
AND EFFECTIVENESS


 


8.01        This
Agreement supersedes any other agreement or understanding, written or oral,
between the parties with respect to the matters covered hereunder, and it
contains the entire understanding of the parties and all of the covenants and
agreements between them with respect to Davis’s employment.


 


8.02        This
Agreement shall bind and be for the benefit of the parties to the agreement, as
well as their respective successors, heirs and assigns, it being understood,
however that this Agreement may be assigned only with the written consent of
both parties.


 


8.03        The
existence and effectiveness of this Agreement between the parties hereto does
not preclude or otherwise interfere with employment of Davis by subsidiary
corporations of Cap Rock Energy Corporation, or by any corporation organized by
the Company’s Board of Directors for the benefit of the Company, or the receipt
of compensation by Davis from any such corporations.


 


8.04        This
Agreement shall become binding upon the parties from and as of the date of the
execution.


 


ARTICLE 9


 


GOVERNING
LAW


 


This Agreement has
been executed in the State of Texas and shall be governed by and construed in
all respects in accordance with the laws of the State of Texas.


 


ARTICLE 10


 


ARBITRATION


 


All disputes,
claims and matters in question arising under, with respect to or out of this
Agreement or the relationship between the parties created by this agreement,
whether sounding in contract, tort or otherwise, which cannot be resolved
between the Parties, shall be resolved by binding arbitration pursuant to the
Federal Arbitration Act.  The arbitration
shall be administered by the American Arbitration Association (“AAA”) in
Dallas, Texas in accordance with the Commercial Arbitration Rules of the
AAA..  There shall be three
arbitrators.  Each party shall designate
an arbitrator, who need not be neutral, within 30 days of receiving
notification of the filing with the AAA of a demand for arbitration.  The two arbitrators so designated shall elect
a third arbitrator.  If either party
fails to designate an arbitrator within the time specified or the two parties’
arbitrators fail to designate a third arbitrator within 30 days of their
appointments, the third arbitrator shall be appointed by the AAA.  The decision or award of a majority of the
arbitrators shall be final and binding upon the parties.  Any arbitral award may be entered as a
judgment or order in any court of


 


6

















 


competent
jurisdiction.  It is expressly agreed
that the arbitrators shall have no authority to award punitive or exemplary
damages, the parties hereby waiving their right, if any, to recover punitive or
exemplary damages, either in arbitration or in litigation.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement in duplicate originals, one
being retained by each, on or as of the 19th day of December, 2005.


 


	
   

  	
   

  
	
   

  	
  CAP ROCK ENERGY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Melissa D. Davis

  	
   

  	
  /s/ William L. West

  	
   

  
	
  MELISSA D. DAVIS

  	
  WILLIAM L. WEST,
  President

  
				



 


 




	
  THE STATE OF TEXAS

  	
  )(

  	
   

  	
   

  
	
   

  	
  )(

  	
   

  	
   

  
	
  COUNTY OF MIDLAND

  	
  )(

  	
   

  	
   

  






 


 


This instrument
was acknowledged before me on this the 19th day of December, 2005, by WILLIAM
L. WEST, President of Cap Rock Energy Corporation, a Texas corporation, on
behalf of said corporation.


 


	
   

  	
  /s/ Peggy Sue Geer

  	
   

  
	
   

  	
  Notary Public, State of
  Texas

  
	
   

  	
  Printed Name of Notary:

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:
  3/31/07

  



 


(SEAL)


 


 




	
  THE STATE OF TEXAS

  	
  )(

  	
   

  	
   

  
	
   

  	
  )(

  	
   

  	
   

  
	
  COUNTY OF MIDLAND

  	
  )(

  	
   

  	
   

  






 


 


This instrument
was acknowledged before me on this the 19th day of December, 2005, by MELISSA
D. DAVIS.


 


	
   

  	
  /s/ Peggy Sue Geer

  	
   

  
	
   

  	
  Notary Public, State of
  Texas

  
	
   

  	
  Printed Name of Notary:

  
	
   

  	
   

  
	
   

  	
  My Commission Expires:
  3/31/07

  



 


(SEAL)


 


7