**EXHIBIT 10.1**Execution Copy EMPLOYMENT AGREEMENTbetweenSUPERIOR ENERGY SERVICES, INC.andPATRICK J. ZUBERDated as of January 1, 2008 
 

 
**EMPLOYMENT AGREEMENT**     This Employment Agreement (this “Agreement”), dated and effective as of January 1,2008, is by and between Superior Energy Services, Inc., a Delaware corporation (the“Company”), and Patrick J. Zuber (the “Executive”).WITNESSETH:     WHEREAS, the Company desires to attract and retain well-qualified executive officers and toassure itself of the continuity of its management; and     WHEREAS, Executive serves as an executive officer of the Company, and the Company desires tocontinue the employment of Executive, and Executive desires to remain in the employment of theCompany, in each case on the terms and conditions set forth herein.     NOW, THEREFORE, in consideration of the premises and of the respective representations andwarranties hereinafter set forth and of the mutual covenants herein contained, the parties heretoagree as follows:     1. Employment. The Company shall continue to employ Executive, and Executive shallcontinue to serve in the employ of the Company, upon the terms and subject to the conditions setforth in this Agreement.     2. Position and Duties.          (a) Executive shall continue to be employed as Executive Vice President of International Salesand work in an office located in Dubai, UAE. Executive shall perform such duties, consistent withExecutive’s status as an executive officer of the Company elected by the Company’s Board ofDirectors (the “Board”), as may be reasonably prescribed from time to time by the Board,the Company’s Chief Executive Officer or other officers to whom authority has been delegated by theBoard or the Company’s Chief Executive Officer.          (b) Executive shall at all times comply with and be subject to such policies and procedures asthe Company may establish from time to time for its executive officers and employees, including,without limitation, its Code of Business Ethics and Conduct (the “Code of BusinessConduct”).          (c) Executive shall, during the period of Executive’s employment hereunder, devote Executive’sfull business time, energy, and best efforts to the business and affairs of the Company. Executivemay not engage, directly or indirectly, in any other business, investment, or activity thatinterferes with Executive’s performance of Executive’s duties hereunder, is contrary to theinterest of the Company or any of its subsidiaries, or requires any significant portion ofExecutive’s business time. The foregoing notwithstanding, the parties recognize and agree thatExecutive may engage in passive personal investments and other business activities which do notconflict with the business and affairs of the Company or any of its subsidiaries or interfere withExecutive’s performance of his duties hereunder.
 

 
     3. Term.          (a) Subject to the terms of this Agreement, Executive’s employment with the Company hereundershall continue until April 1, 2010; provided, however, that on April 1, 2009 and on each subsequentanniversary thereof, the term of Executive’s employment under this Agreement shall be automaticallyextended for one additional year unless, either party gives written notice to the other of thatparty’s election not to so extend the term hereof no less than 60 days prior to any such annualrenewal date (such term, as it may be extended, the “Employment Period”). If Executive’semployment ends pursuant to the terms and conditions of this Agreement, then the Employment Periodwill end at the time Executive’s employment ends.          (b) Following Executive’s ceasing, for whatever reason, to be an employee of the Company, eachparty shall have the right to enforce all its rights, and shall be bound by all obligations, thatare continuing rights and obligations under the terms of this Agreement.     4. Compensation and Benefits. Executive shall be entitled to the compensation andother benefits provided in this Section 4 during the Employment Period.          (a) Salary. The Company shall pay to Executive a minimum annual base salary of TwoHundred Seventy-Five Thousand Dollars ($275,000.00) in United States Dollars (such annual basesalary, as it may be increased from time to time as provided herein, the “Base Salary”),which shall be paid in equal semi-monthly installments in accordance with the Company’s regularpayroll practices for its executive officers. The Base Salary shall be reviewed annually by theCompensation Committee of the Board of Directors (the “Compensation Committee”). Anyincrease in Base Salary shall not serve to limit or reduce any other obligation of the Company toExecutive hereunder. At no time during the term of this Agreement shall the Base Salary of theExecutive be reduced without the prior written consent of the Executive, and withholding suchconsent by Executive will have no effect on this Agreement and will not be construed as Cause forpurposes of this Agreement.          (b) Incentive Bonus. Executive shall be eligible to earn an annual bonus under theCompany’s annual incentive plan. The Compensation Committee shall approve the Company’s performancegoals under the annual incentive plan, as well as the target level and maximum bonus opportunityfor Executive and the extent to which Executive’s performance goals shall include a personalperformance element.          (c) Long-Term Incentives. Executive shall be eligible for option, restricted stock,performance share unit and other stock-based incentive grants under the Company’s long-termincentive plan. The Compensation Committee shall approve the mix of stock-based incentive grants,vesting and performance goals, as well as the target percentage for Executive.          (d) Savings, Retirement and Other Incentive Plans. Executive shall be eligible toparticipate in all savings, retirement and other incentive plans generally available to theCompany’s executive officers.          (e) Welfare Benefit Plans. Executive and/or Executive’s family, as the case may be,shall be eligible to participate in and shall receive all benefits under all medical, long-
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term disability and other welfare benefit plans and programs generally available to theCompany’s executive officers.          (f) Automobile. The Company shall either provide an automobile allowance or makeavailable to Executive an automobile for Executive’s use in the discharge of his duties, and suchautomobile shall be maintained at the expense of the Company, each in accordance with the Company’spolicies and practices for its executive officers.          (g) Expenses. The Company shall promptly reimburse Executive for all reasonable andnecessary expenses incurred by Executive in performing services hereunder, including all expensesof travel and living expenses while away from home on business or at the request of and in theservice of the Company, provided that such expenses are incurred and accounted for in accordancewith the policies and practices of the Company as in effect from time to time.          (h) Vacations. Executive shall be excused from rendering his services duringreasonable vacation periods for not more than a total of 25 business days per year and during otherreasonable temporary absences in accordance with the Company’s policies and practices for itsexecutive officers. Executive shall also be entitled to all paid holidays and personal days givenby the Company to its executive officers generally.     5. Termination.          (a) Termination by the Company. The Company shall have the right to terminateExecutive’s employment under this Agreement at any time for any of the following reasons:     (i) Upon the Executive’s death.     (ii) Upon the Executive’s incapacity due to physical or mental illness and Executivebecoming eligible to receive benefits under the Company’s long-term disability plan. TheCompany shall give Executive at least 60 days prior written notice of termination pursuantto this Section 5(a)(ii).     (iii) For Cause. For purposes of this Agreement, the Company shall have“Cause” to terminate Executive’s employment hereunder upon:     (A) the substantial and continued willful failure by Executive to perform hisduties hereunder, or a material breach or threatened breach of this Agreement byExecutive, in either case which results, in material harm to the business orreputation of the Company, which failure or breach is not corrected (if correctable)by Executive within 30 days after written notice of such failure or breach isdelivered to Executive by the Company;     (B) a violation of the Code of Business Conduct, which violation is notcorrected (if correctable) by Executive within 30 days after written notice of suchviolation is delivered to Executive by the Company; or
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     (C) the commission by Executive of any criminal act involving moral turpitudeor a felony which results in a conviction.     (iv) For any other reason whatsoever in the sole discretion of the Board.          (b) Termination by Executive. Executive may terminate his employment, under thisAgreement at any time for any of the following reasons (the events in Sections 5(b)(i)-(iv) onlyare referred to as “Good Reason”):     (i) without Executive’s prior written consent, within two years following a Change ofControl (as hereinafter defined) there is a material reduction in Executive’s authority,duties or responsibilities with the Company from that set forth in Section 2;     (ii) within two years following a Change of Control, the Company fails in a materialway to fulfill its obligations under Sections 4(a)-(e) or there is a material reduction inannual cash bonus incentive opportunities (whether in one reduction or cumulatively),excluding an elimination or reduction of a benefit under any benefit plan or arrangement inwhich Executive participates that affects other executive officers in a similar way;     (iii) the Company does not fulfill its obligations under Section 8(b) in connectionwith a Change in Control;     (iv) without Executive’s prior written consent, the Company requires Executive, withintwo years following a Change of Control to be based at any office representing a materialchange in location from the Company’s office at which Executive was based prior to theChange of Control, excluding travel reasonably required in the performance of Executive’sduties hereunder (for purposes of this Agreement, 30 miles shall be deemed to be a materialchange in location, unless a greater distance is required under Section 409A of the InternalRevenue Code of 1986, as amended (the “Code”) or the Treasury regulationsthereunder, in which case such greater distance shall be substituted for 30 miles); or     (v) for any other reason whatsoever in the sole discretion of Executive.     For purposes of the Good Reason events specified in Sections 5(b)(i)-(iv), Good Reason shallnot exist unless and until: (A) Executive provides written notice to the Company of the existenceof the Good Reason event within 60 days of Executive having knowledge of its initial existence and(B) the Company is provided 30 days from the receipt of such notice during which it may remedy theGood Reason event (if such Good Reason event is cured by the Company by the end of such 30 dayperiod, Executive shall not have Good Reason to terminate employment).     For purposes of this Agreement, the term “Change of Control” shall have the meaningset forth in Section 12.10A of the Company’s 2005 Stock Incentive Plan; provided, however, that ifat any time after the date hereof the Company’s stockholders approve a new broad-based stock
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incentive plan, the term “Change of Control” shall have the same meaning given to it in anysuch stock incentive plan.          (c) Notice of Termination. Any termination of Executive’s employment by the Company orby Executive, other than termination as a result of Executive’s death, shall be communicated bywritten notice of termination to the other party hereto in accordance with Section 9, which noticeshall indicate the specific termination provision in this Agreement relied upon, the effective dateof termination of Executive’s employment and set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of Executive’s employment under theprovision so indicated. If Executive elects to terminate his employment for Good Reason, Executivemust first provide notice of the existence of a Good Reason event, and the Company shall have theopportunity to remedy such Good Reason event in accordance with Section 5(b).     6. Compensation Upon Termination.          (a) Except as provided in this Section 6, if Executive’s employment hereunder is terminatedpursuant to Section 5, all future compensation and benefits to which Executive is otherwiseentitled under this Agreement shall cease and terminate as of the date of such termination, andExecutive shall be entitled to receive:     (i) Executive’s Base Salary through the date of termination;     (ii) any incentive compensation due Executive if, under the terms of the relevantcompensation arrangement, such incentive compensation was due and payable to the Executiveon or before the date of termination;     (iii) those benefits that are provided by welfare benefit plans and programs adoptedand approved by the Company for Executive that, under the terms of the relevant plans andprograms, are earned and vested and payable on or before the date of termination;     (iv) any rights Executive (or his estate) may have under any stock option, restrictedstock, performance share unit or any other stock-based award;     (v) medical and similar employee welfare benefits, the continuation of which isrequired by applicable law or as provided in the applicable welfare benefit plan; and     (vi) all accrued, but unused vacation days.          (b) If Executive’s employment under this Agreement is terminated by Executive for Good Reasonor by the Company within two years of a Change in Control for any reason other than those specifiedin Section 5(a)(i), (ii) or (iii), then, in addition to any other amounts payable to Executive:     (i) the Company shall pay to Executive, in one lump-sum payment within 30 days afterthe date of such termination, an amount equal to two times (2x) the
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sum of (A) the Base Salary and (B) the greater of (x) the average annual bonus paid toExecutive (including any amounts deferred by Executive under any savings, retirement orother incentive plan) for the three fiscal years preceding the year in which Executive’semployment is terminated or (y) the target bonus for Executive in the Company’s annualincentive plan for the current fiscal year;     (ii) for two years after the date of Executive’s termination of employment, or suchlonger period as any plan, program or arrangement may provide, the Company shall continuebenefits to Executive and/or Executive’s family at least equal to those that would have beenprovided to them in accordance with the plans, programs and arrangements described inSection 4(e) if Executive’s employment had not been terminated (health insurance shall beprovided via the Company’s payment of the monthly cost of coverage elected by the Executivepursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), or an equivalentamount for periods of coverage after the applicable COBRA period, at such time as the COBRApremiums would be due under such plan; and such premiums, including any premiums paid onExecutive’s behalf beyond the COBRA period, will be imputed to Executive as income, asrequired by law); provided, however, that if Executive becomes reemployed with anotheremployer and is eligible to receive such benefits under another employer provided plan, thebenefits described herein shall be secondary to those provided under such other plan duringsuch applicable period of eligibility; and     (iii) the Company shall provide Executive at the Company’s sole expense, outplacementservices during the one year period following the termination of Executive’s employment at acost of up to $10,000, the provider of which shall be selected by Executive in Executive’ssole discretion.          (c) Subject to Section 6(b) in the event of a Change of Control, if Executive’s employmentunder this Agreement is terminated by the Company pursuant to Section 5(a)(iv), then in addition toany other amounts payable to Executive:     (i) the Company shall pay to Executive in one lump-sum payment within 30 days after thedate of such termination an amount equal to (A) the greater of (x) one or (y) the number offull and partial calendar months remaining in the Employment Period as of the date oftermination divided by 12, multiplied by (B) the sum of the Base Salary and the target bonusfor Executive in the Company’s annual incentive plan for the current fiscal year; and     (ii) for the remaining period in the Employment Period as of the date of Executive’stermination of employment, or such longer period as any plan, program or arrangement mayprovide, the Company shall continue benefits to Executive and/or Executive’s family at leastequal to those that would have been provided to them in accordance with the plans, programsand arrangements described in Section 4(e) if Executive’s employment had not been terminated(health insurance shall be provided via the Company’s payment of the monthly cost ofcoverage elected by the Executive pursuant to COBRA, or an equivalent amount for periods ofcoverage after the applicable COBRA period, at such time as the COBRA premiums would be dueunder such plan;
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and such premiums, including any premiums paid on Executive’s behalf beyond the COBRAperiod, will be imputed to Executive as income, as required by law); provided, however, thatif Executive becomes reemployed with another employer and is eligible to receive suchbenefits under another employer provided plan, the benefits described herein shall besecondary to those provided under such other plan during such applicable period ofeligibility; and          (d) If, as a result of any payments or distribution made to Executive under this Agreement orany incentive compensation or other plan or arrangement, Executive is subjected to an excise taxpursuant to the “golden parachute” provisions of Section 4999 of the Code, the Company shall pay toExecutive at the same time payment is made pursuant to Section 6(b)(i) such amounts (including anytax imposed on any such payment) as are necessary to place Executive in the same after-tax positionas Executive would have been had such golden parachute provisions not been applicable to him inaccordance with the terms and conditions set forth in Exhibit A hereto.     7. Nondisclosure and Non-Competition.          (a) Certain Definitions. For purposes of this Agreement, the following terms shallhave the following meanings:     (i) “Confidential Information” means any information, knowledge or data of anynature and in any form (including information that is electronically transmitted or storedon any form of magnetic or electronic storage media) relating to the past, current orprospective business or operations of the Company and its subsidiaries, that at the time ortimes concerned is not generally known to persons engaged in businesses similar to thoseconducted or contemplated by the Company and its subsidiaries (other than information knownby such persons through a violation of an obligation of confidentiality to the Company),whether produced by the Company and its subsidiaries or any of their consultants, agents orindependent contractors or by Executive, and whether or not marked confidential, including,without limitation, information relating to the Company’s or its subsidiaries’ products andservices, business plans, business acquisitions, processes, product or service research anddevelopment methods or techniques, training methods and other operational methods ortechniques, quality assurance procedures or standards, operating procedures, files, plans,specifications, proposals, drawings, charts, graphs, support data, trade secrets, supplierlists, supplier information, purchasing methods or practices, distribution and sellingactivities, consultants’ reports, marketing and engineering or other technical studies,maintenance records, employment or personnel data, marketing data, strategies or techniques,financial reports, budgets, projections, cost analyses, price lists and analyses, employeelists, customer lists, customer source lists, proprietary computer software, and internalnotes and memoranda relating to any of the foregoing. Confidential Information, however,shall not include any data or information which has been disclosed or has become generallyknown to the public by any means except for a breach of this Agreement by Executive.
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     (ii) “Company’s Business” means any of the following: (i) manufacturing,selling or renting specialized tools or equipment for use with onshore and offshore oil andgas well drilling, completion, production, workover, fishing and related activities; (ii)providing oil and gas well intervention services, including, without limitation, coiledtubing, electric wireline, mechanical wireline, pumping and stimulation, artificial lift,well control, snubbing, recompletion, engineering, well evaluation and related services;(iii) providing oilfield decommissioning or plugging and abandonment services; (iv)chartering or operating liftboats or other similar oilfield service vessels; (v) providingoilfield waste management and environmental cleaning services; and (vi) acquiring,producing, developing and operating mature offshore oil and gas producing properties in theGulf of Mexico.          (b) Nondisclosure of Confidential Information. Executive shall hold in a fiduciarycapacity for the benefit of the Company all Confidential Information which shall have been obtainedby Executive during Executive’s employment by the Company and shall use such ConfidentialInformation solely within the scope of his employment with and for the exclusive benefit of theCompany. At the end of the employment term, Executive agrees (i) not to communicate, divulge ormake available to any person or entity (other than the Company) any such Confidential Information,except upon the prior written authorization of the Company or as may be required by law or legalprocess, and (ii) to deliver promptly to the Company any Confidential Information in hispossession, including any duplicates thereof and any notes or other records Executive has preparedwith respect thereto. In the event that the provisions of any applicable law or the order of anycourt would require Executive to disclose or otherwise make available any Confidential Informationthen Executive shall give the Company prompt prior written notice of such required disclosure andan opportunity to contest the requirement of such disclosure or apply for a protective order withrespect to such Confidential Information by appropriate proceedings.          (c) Limited Covenant Not to Compete. This Section 7(c) shall be binding uponExecutive during the Employment Period and for a period of two years thereafter; provided, however,that this Section 7(c) shall not be binding upon Executive (x) if the Company terminatesExecutive’s employment hereunder other than pursuant to Section 5(a)(ii) or (iii) or (y) ifExecutive terminates Executive’s employment hereunder for Good Reason.     (i) Executive shall not, directly or indirectly, for himself or others, own, manage,operate, control, be employed by, engage or participate in, allow his skill, knowledge,experience or reputation to be used by, or otherwise be connected in any manner with theownership, management, operation or control of, any company or other business enterpriseengaged in any aspect of the Company’s Business in which Executive was involved or hadresponsibility during the preceding two years, within any parish (or any adjacent offshoreareas) of the State of Louisiana, (as set forth in Appendix B), or within the States ofAlabama, Florida, Mississippi, Oklahoma or Texas (including any adjacent offshore areas),and any other state or other jurisdiction (or any adjacent offshore areas) (whether withinor outside the United States) (the “Territory”), in which the Company or any of itssubsidiaries carries on a like line of business on the date of termination of Executive’semployment hereunder and in which Executive has had responsibilities during the precedingtwo years of his employment with the Company;
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provided, however, that nothing contained herein shall prohibit Executive from makingpassive investments in any publicly held company that do not exceed, in the aggregate, onepercent (1%) of the outstanding equity interest of such company;     (ii) Executive shall not call upon any customer or potential customer of the Company orits subsidiaries within the Territory and with whom Executive had contact or responsibilityduring the preceding two years of his employment with the Company, for the purpose ofsoliciting, diverting or enticing away the business of such person or entity, or otherwisedisrupting any previously established relationship existing between such person or entityand the Company or its subsidiaries;     (iii) Executive shall not solicit, induce, influence or attempt to influence anysupplier, lessor, licensor, or any other person who has a business relationship with theCompany or its subsidiaries, or who on the date of termination of Executive’s employmenthereunder is engaged in discussions or negotiations to enter into a business relationshipwith the Company or its subsidiaries and with whom Executive had contact or responsibilityduring the preceding two years of his employment with the Company, to discontinue or reducethe extent of such relationship with the Company or its subsidiaries; and     (iv) Executive shall not make contact with any of the employees of the Company or itssubsidiaries with whom he had contact during the course of his employment with the Companyfor the purpose of soliciting such employee for hire, whether as an employee or independentcontractor, or otherwise disrupting such employee’s relationship with the Company or itssubsidiaries.     Executive further agrees that during the Employment Period and for a period of two yearsthereafter, Executive shall not hire any employee of the Company as an employee or independentcontractor and with whom he had contact during the course of his employment with the Company,whether or not such engagement is solicited by Executive.          (d) Protection of Information.     (i) The Company shall disclose to Executive, or place Executive in a position to haveaccess to or develop, trade secrets or confidential information of the Company; and/or shallentrust Executive with business opportunities of the Company; and/or shall place Executivein a position to develop business good will on behalf of the Company.     (ii) Executive agrees not to disclose or utilize, for Executive’s personal benefit orfor the direct or indirect benefit of any other person or entity, or for any other reason,whether for consideration or otherwise, during the Employment Period or at any timethereafter, any information, ideas, concepts, improvements, discoveries or inventions,whether patentable or not, which are conceived, made, developed, or acquired by Executive,individually or in conjunction with others, during Executive’s employment by the Company(whether during business hours or otherwise and whether on the Company’s premises orotherwise) which relate to the business, products, or services of
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the Company (including, without limitation, all such business ideas, prospects,proposals or other opportunities which are developed by Executive during his employmenthereunder, or originated by any third party and brought to the attention of Executive duringhis employment hereunder, together with information relating thereto (including, withoutlimitation, data, memoranda, opinions or other written, electronic or charted means, or anyother trade secrets or other confidential or proprietary information of or concerning theCompany)) (collectively, “Business Information”). Moreover, all documents,drawings, notes, files, data, records, correspondence, manuals, models, specifications,computer programs, E-mail, voice mail, electronic databases, maps, and all other writings ormaterials of any type embodying any such Business Information are and shall be the sole andexclusive property of the Company. Upon termination of Executive’s employment by theCompany, for any reason, Executive promptly shall deliver all Business Information, and allcopies thereof, to the Company. As a result of knowledge of confidential BusinessInformation of third parties, such as customers, suppliers, partners, joint ventures, andthe like, of the Company, Executive also agrees to preserve and protect the confidentialityof such third party Business Information to the same extent, and on the same basis, as theCompany’s Business Information.     (iii) Executive agrees that, during his employment, any inventions (whether or notpatentable), concepts, ideas, expressions, discoveries, or improvements, including, withoutlimitation, products, processes, methods, publications, works of authorship, softwareprograms, designs, trade secrets, technical specifications, algorithms, technical data,know-how, internal reports and memoranda, marketing plans and any other patent orproprietary rights conceived, devised, developed, or reduced to practice, in whole or inpart, by Executive during his employment with the Company (the “Developments”) arethe sole and exclusive property of the Company on a worldwide basis as works made for hireor otherwise, and further that any revenue or other consideration obtained from the sale,license or other transfer or conveyance of any such Development, or a product or serviceincorporating such Development, is solely for the benefit of and becomes the property of theCompany. To the extent a Development may not be considered work made by Executive for hirefor the Company, Executive agrees to assign, and automatically assigns at the time ofcreation of the Development, without any requirement of further consideration, any and allright, title and interest he may have in such Development. Executive shall preserve eachsuch Development as confidential and proprietary information of the Company. Executive shallpromptly disclose each such Development and shall, upon demand, at the Company’s expense,execute and deliver to the Company such documents, instruments, deeds, acts and things asthe Company may request to evidence or maintain the Company’s ownership of the Development,in any and all countries of the world, or to effect enforcement thereof, and to assign allrights, if any, of Executive in and to each of such Developments. In addition, Executiveagrees not to publish or seek to publish any information whatsoever concerning anyDevelopment without the prior written consent of the Company, which may be withheld in itssole and absolute discretion.     (iv) Any inventions relating to the business of the Company conceived or reduced topractice after Executive leaves the employ of the Company shall be conclusively deemed tohave been conceived and/or reduced to practice during the period
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of the employment if conceived and/or reduced to practice within six months fromtermination of employment, and shall be subject to the terms of this Section 7.          (e) Injunctive Relief. Executive acknowledges that a breach by Executive of each ofparagraph (b), (c) and (d) of this Section 7 could cause immediate and irreparable harm to theCompany for which an adequate monetary remedy may not exist; hence, Executive agrees that, in theevent of a breach or threatened breach by Executive of the provisions of paragraph (b), (c) or (d)of this Section 7 during or after the employment term, the Company may be entitled to injunctiverelief restraining Executive from violation of any such paragraph without the necessity of proof ofactual damage or the posting of any bond, except as required by non-waivable, applicable law.Nothing herein shall be construed as prohibiting the Company from pursuing any other remedy at lawor in equity to which the Company may be entitled under applicable law in the event of a breach orthreatened breach of this Agreement by Executive including, but not limited to, enforcing anyobligations of Executive to Company under any option, restricted stock or other agreement with theCompany, recovery of costs and expenses such as reasonable attorney’s fees incurred by reason ofany such breach and actual damages sustained by the Company as a result of any such breach.          (f) Governing Law of this Section 7; Consent to Jurisdiction. Any dispute regardingthe reasonableness of the covenants and agreements set forth in this Section 7, or the territorialscope or duration thereof, or the remedies available to the Company upon any breach of suchcovenants and agreements, shall be governed by and interpreted in accordance with the laws of thestate in which the prohibited competing activity or disclosure occurs, and, with respect to eachsuch dispute, the Company and Executive each hereby irrevocably consent to the exclusivejurisdiction of the state and federal courts sitting in the relevant state for resolution of suchdispute, and agree to be irrevocably bound by any judgment rendered thereby in connection with suchdispute, and further agree that service of process may be made upon him in any legal proceedingrelating to this Section 7 by any means allowed under the laws of such state. Each partyirrevocably waives any objection he, she or it may have as to the venue of any such suit, action orproceeding brought in such a court or that such a court is an inconvenient forum.          (g) Executive’s Understanding of this Section. Executive hereby represents to theCompany that he has read and understands, and agrees to be bound by, the terms of this Section.Executive acknowledges that the geographic scope and duration of the covenants contained inparagraph (c) are the result of arm’s-length bargaining and are fair and reasonable in light of (i)the importance of the functions performed by Executive and the length of time it would take theCompany to find and train a suitable replacement, (ii) the nature and wide geographic scope of theoperations of the Company, (iii) Executive’s level of control over and contact with the Company’sbusiness and operations in all jurisdictions where same are conducted and (iv) the fact that theCompany’s Business is conducted throughout the geographic area where competition is restricted bythis Agreement. It is the desire and intent of the parties that the provisions of this Agreement beenforced to the fullest extent permitted under applicable law, whether now or hereafter in effectand therefore, to the extent permitted by applicable law, the parties hereto waive any provision ofapplicable law that would render any provision of this Section 7 invalid or unenforceable.
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     8. Successors.          (a) This Agreement and all rights of Executive hereunder shall inure to the benefit of and beenforceable by Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. If Executive should die while any amountswould still be payable to him under this Agreement if he had continued to live, all such amounts,unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement toExecutive’s devisee, legatee, or other designee or, if there be no such designee, to Executive’sestate.          (b) The Company shall require the ultimate parent entity of any successor (whether, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business or assetsof the Company to expressly assume and agree to perform this Agreement in the same manner and tothe same extent that the Company would be required to perform this Agreement if no such successionhad taken place. For purposes of this Agreement, the term “Company” shall mean the Companyand the ultimate parent entity of any successor to all or substantially all of the Company’sbusiness or assets that assumes and agrees to perform the Company’s obligations under thisAgreement by operation of law or otherwise.     9. Arbitration. Except as otherwise specifically provided in this Agreement, theCompany and the Executive agree to submit exclusively to final and binding arbitration any and alldisputes or disagreements relating to or concerning the interpretation, performance or subjectmatter of this Agreement in accordance with the National Rules for the Resolution of EmploymentDisputes of the American Arbitration Association (“AAA”) using a single arbitrator. Thearbitration shall take place in New Orleans, Louisiana. The Executive and the Company agree thatthe decision of the arbitrator shall be final and binding on both parties. Arbitration shall becommenced by either party filing a demand for arbitration with the AAA within 60 days after suchdispute has arisen and either party notifies the other that they are at an impasse. Each party insuch an arbitration proceeding shall be responsible for the costs and expenses incurred by suchparty in connection therewith (including attorneys’ fees) which shall not be subject to recoveryfrom the other party in the arbitration except that any and all charges that may be made for thecost of the arbitration and the fees of the arbitrators which shall in all circumstances be paid bythe Company. Any court having jurisdiction may enter a judgment upon the award rendered by thearbitrator. In the event of litigation to enforce an arbitration award in connection with orconcerning the subject matter of this Agreement, the prevailing party shall be entitled to recoverfrom the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by suchparty in connection therewith (including reasonable attorneys’ fees). Notwithstanding theprovisions of this Section 9, the Employer may, if it so chooses, bring an action in any court ofcompetent jurisdiction for injunctive relief to enforce the Executive’s obligations under Section7.     10. Notices. For purposes of this Agreement, all notices, demands and all othercommunications provided for in this Agreement shall be in writing and shall be deemed to have beenduly given when delivered or (unless otherwise specified) mailed by United States certified orregistered mail, return receipt requested, postage prepared, addressed as follows:
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     If to Executive:Patrick J. Zuber830 Union Street, Suite 200