Exhibit 10.92


 


EMPLOYMENT
CONTRACT


 


	
  THE STATE OF TEXAS

  	
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  KNOW ALL MEN BY THESE PRESENTS:

  
	
  COUNTY OF MIDLAND

  	
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THIS EMPLOYMENT CONTRACT
(“Agreement”) is made and entered into on or as of the 3rd   day
of November, 2005, and the initial term of this Agreement and all other terms
and provisions herein, except for the amount of salary, are effective beginning
as of the date that the current Chief Executive Officer, David W. Pruitt,
ceases to serve in that capacity.  This
Agreement modifies amends and supercedes the Employment Contract entered into
between CAP ROCK ENERGY CORPORATION and WILLIAM WEST on December 30, 2003.  However, notwithstanding the above, such
Employment Contract, and all terms and conditions thereof, except for the
amount of salary, shall continue in full force and effect until November 12,
2005, when this Agreement shall become effective.


 


By this Agreement, CAP
ROCK ENERGY CORPORATION, referred to in this Agreement as “Company”, whose
principal place of office is located in Midland, Midland County, Texas, employs
WILLIAM WEST, referred to in this Agreement as “West”, whose residence is in
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 employs West and West accepts employment with the
Company as its President and Chief Executive Officer (CEO) for an initial term
of five (5) years from the effective date of this Agreement.  Unless a written notice to terminate this
Agreement at the expiration of the initial five (5)year term is executed and
properly delivered by either party at least 360 days prior to the third
anniversary date of the initial term of this Agreement, this Agreement shall be
automatically extended for a three year term from said third (3rd)anniversary
date.  Thereafter, unless a written
notice to terminate this Agreement is executed and properly delivered by either
party within ninety (90) days prior to any subsequent anniversary date of this
Agreement, the term of this Agreement shall automatically be extended,
annually, on said anniversary date for a three year term.  This Agreement may, however, be terminated
earlier, as provided in Article 4, below.


 


ARTICLE 2


 


EMPLOYMENT
COMPENSATION & BENEFITS


 


2.01                        As compensation
for all services rendered under this Agreement, West shall be paid by Company a
salary of $236,946.00 per year or any greater amount of compensation including
bonuses, fees and deferred compensation authorized by the wage and salary plan
or policies authorized by the Company’s Board of Directors, 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                        West’s
duties require that he shall travel and have access to an automobile at all
times during his employment with the Company. In accordance with Company Policy,
West shall furnish his own vehicle and be reimbursed by the Company for
liability, property damage, and comprehensive insurance and for all of the
operation, maintenance and repair expenses of said automobile.  West’s personal use of such vehicle shall be
imputed as income in accordance with Internal Revenue Service rules and
regulations.


 


2.03                        West shall
receive the same annual leave and sick leave and all other benefits as are
accorded regular full-time employees of Cap Rock Energy Corporation including
provisions governing accrual and payment therefore on early retirement or other
methods of employment.


 


2.04                        Subject to
the above paragraph 2.03, all provisions of the Company’s rules and
regulations relating to annual leave (vacation), sick leave, early retirement,
insurance, savings, deferred compensation, bonuses, pension program
contributions, holiday and other fringe benefits and working conditions
approved by the Board of Directors as they now exist or hereafter may be
amended, shall apply to West as they would to other employees of the
Company.  However, West, at his option,
can elect to invest the Company’s annual expenses of West’s retirement plan in
any chosen and Board approved separate plan that provides for at least the same
security for both the Company and West.


 


2.05                        Because West’s
duties will from time to time require him to work outside of, and in addition
to, the Company’s established normal work week, work days and work hours, West
shall be allowed to take compensatory time off.


 


ARTICLE 3


 


COVENANT
TO PERFORM; PROFESSIONAL IMPROVEMENT


 


3.01                        West
agrees and covenants to perform his work and services diligently and use his
best efforts to faithfully comply with all of the Company’s duly made
assignments to him as President and CEO in accordance with all of the Company’s
directives and applicable bylaws, and policies.


 


3.02                        The
Company will from time to time, pay for the travel and related out-of-pocket
and other expenses of West and his spouse for West’s attendance at and
participation in meetings, conferences, seminars and the like for the purpose
of continuing his professional development and thereby enhancing his ability to
perform his work and services for the Company, and for other activities deemed
by the Board to be beneficial to and in the best interest of the Company and
its members.


 


ARTICLE 4


 


TERM AND
TERMINATION


 


4.01                        The
Company shall employ West pursuant to this Agreement for the five (5) year
term beginning on the effective date of this Agreement, together with such
annual three (3) year renewals as provided herein.  During such employment, West shall be
obligated to perform the work and services reasonably required in order to
carry out those responsibilities and exercise those authorities


 


 


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specified in the Position
Responsibility Guide, General Manager, agreed to by the Company and the
previous CEO, David W. Pruitt, on December 1, 1987, which document is
attached to and incorporated herein by reference.  However, the Company may terminate this
Contract for good cause in which event any of West’s rights hereunder not
already finally vested shall also terminate. 
The term “good cause” shall mean the following and not otherwise:


 


(1)                                  Knowingly,
willfully and substantially, during the term of this Agreement, neglect the
duties that West is required to perform under the terms of this Agreement.


 


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


 


4.02                        If West’s
employment terminates prior to the initial term or any extended term for any
reason other than as provided for in paragraph 4.01, 4.03, 4.04 or 4,05 or
because his authorities and responsibilities hereunder are substantially and
adversely (to him) limited, changed or eliminated, or because he is required by
the Company to move his residence and principal site of work from the Midland,
Texas area, and West is otherwise both able and willing to perform his work and
services as provided for hereunder, then, in any such event, the Company shall
pay West a lump-sum cash settlement equal to the total salary then in effect
for the remainder of the term of the contract, plus the other amounts Company
would have paid during such remainder for West’s retirement, pension, bonus,
fees or other compensation plans authorized by the Board of Directors, and
health insurance, plus such amounts, if any, are at the time of his termination
of employment, payable for accrued but untaken vacation and sick leave.


 


4.03                        Notwithstanding
paragraphs 4.01 and 4.02, the parties hereto may mutually agree to terminate
this Agreement upon such terms and conditions as the parties may mutually agree
in writing.


 


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


 


(1)                                  Death.  West’s employment under this Agreement shall
terminate automatically upon his death. 
In such event, West’s Base Salary shall continue to be paid to his
designated beneficiary for the remaining term of this Agreement.


 


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


 


 


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4.05                        Notwithstanding
any other provisions in this Agreement, if (i) West remains employed until
the date that is three (3) months after the date of a Change in Control
(the “Retention Date”), or (ii) West’s employment is terminated after or
in anticipation of a Change in Control (or the execution of a definitive
agreement providing for actions which, if completed, would constitute a Change
in Control) and before the Retention Date (A) by the Company without Good
Cause or (B) by West for Good Reason, then, in addition to any other
amounts payable pursuant to this Agreement, the Company shall pay West a lump
sum cash payment within thirty (30) days of termination equal to six (6) times
the sum of West’s annual Base Salary and the greater of (x) the highest bonus
awarded to West in a prior year or (y) 50% of West’s annual Base Salary.


 


For purposes of this
Agreement “Change in Control” means: (i) a reorganization or merger of the
Company with or into any other company which will result in the Company’s
stockholders immediately prior to such transaction not holding, as a result of
such transaction, at least 50% of the voting power of the surviving or
continuing entity or the entity controlling the surviving or continuing entity;
(ii) a sale of all or substantially all of the assets of the Company to an
entity in which the Company’s stockholders immediately prior to such sale will
not hold following such sale at least 50% of the voting power of such
purchasing entity; (iii) a transaction or series of related transactions
which result in more than 50% of the voting power of the Company being “beneficially
owned” by a single “person” (quoted terms having their respective meanings
under Sections 13(d) and 14(d) under the Securities Exchange Act of
1934, as amended); (iv) a change in the majority of the Board not approved
by at least two-thirds of the Company’s directors in office prior to such
change or (v) the adoption of any plan of liquidation providing for the
distribution of all or substantially all of the Company’s assets.


 


For purposes of this
Agreement, after a Change in Control, “Good Reason” shall mean the occurrence
of any one of the following circumstances without West’s consent:


 


(1)                                  a
material reduction in West’s salary or benefits excluding the substitution of
substantially equivalent compensation and benefits;


 


(2)                                  a
material diminution of West’s duties, authority or responsibilities as in
effect immediately prior to such diminution;


 


(3)                                  the
relocation of West’s primary work location to a location more than 50 miles
from West’s primary work location as of the date of this Agreement; or


 


(4)                                  the
failure of a successor to assume and perform under this Agreement


 


4.06                        In the
event either party should bring legal action or incur attorney’s fees and/or
court costs for the enforcement of any of the terms of this agreement, it is
agreed that the prevailing party shall be entitled to recover from the other
such reasonable attorney fees and/or court costs incurred.  For purpose of this clause, the prevailing
party is the party who obtains a net recovery or the party in whose favor final
judgment is entered.


 


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4.07                        In the
event West is eligible to receive a lump sum payment pursuant to this Agreement
and such lump sum payment would cause West to be subject to an excise tax in
excess of normal income taxes on such lump sum, then and in that event, the
lump sum payment shall be increased (grossed up) in an amount sufficient to pay
such excise tax.


 


ARTICLE 5


 


SUPERSESSION
AND EFFECTIVENESS


 


5.01                        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
agreement between them with respect to West’s employment.


 


5.02                        This
Agreement shall 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.


 


5.03                        The
existence and effectiveness of this Agreement between the parties hereto does
not preclude or otherwise interfere with employment of West 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 West from any such corporations.


 


5.04                        This
Agreement shall become binding upon the parties from an as of the date of the
execution.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement in duplicate originals, one being retained
by each, on or as of the 3rd day of November, 2005.


 


	
   

  	
  CAP ROCK ENERGY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WILLIAM WEST

  	
  RUSSELL E. JONES,
  Co-Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  )(

  	
   

  
	
   

  	
  )(

  	
   

  
	
  COUNTY OF MIDLAND

  	
  )(

  	
   

  
					



 


This instrument was
acknowledged before me on this 3rd day of November, 2005, by RUSSELL E. JONES,
Co-Chairman of the Board of Cap Rock Energy Corporation, a Texas corporation,
on behalf of said corporation.


 


 


 


	
   

  	
   

  
	
   

  	
  Notary Public, State of
  Texas

  



 


(SEAL)


 


 


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  STATE OF TEXAS

  	
  )(

  	
   

  
	
   

  	
  )(

  	
   

  
	
  COUNTY OF MIDLAND

  	
  )(

  	
   

  



 


Before me, on this 3rd
day of November, 2005, personally appeared WILLIAM WEST, known to me to be the
person whose name is subscribed to the foregoing instrument and acknowledged to
me that he executed the same for the purposes and consideration therein
expressed.


 


	
   

  	
   

  
	
   

  	
  Notary Public, State of
  Texas

  



 


(SEAL)


 


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CAP ROCK
ELECTRIC COOPERATIVE, INC.


 


Position
Responsibility Guide


 


General
Manager


 


I.                                         OBJECTIVE


 


To advise and assist the
Board of Directors in its considerations and decisions in all matters and areas
of concern for which it is responsible. To provide the Cooperative membership
with the highest quality of electric service at the lowest possible cost,
consistent with sound economical and financial management.


 


II.                                     RESPONSIBILITIES
AND AUTHORITIES


 


1.                                       Directs
and coordinates the administration of policies and programs approved by the
Board of Directors, and assures conformity and compliance with the intent of
the directors’ decisions.


 


2.                                       Is
responsible for determining basic operational procedures that are in accordance
with board decisions, and assures that operations of the Cooperative are
carried out in a manner advantageous to the membership so as to gain member
understanding and support.


 


3.                                       Is
responsible for preparation of agenda for and reports to be made at meetings of
the Board of Directors. Presents to the directors the operational and financial
reports, and reports on the effectiveness of various programs and over-all
operations.


 


4.                                       Keeps
the board fully informed of actions taken or decisions reached in areas
relevant to board consideration even though specific board action may not be
required.


 


5.                                       Is
responsible for the effective and efficient operation of all activities within
the Cooperative including, but not limited to, the following:


 


1.                                       Planning
- Initiates and/or directs the planning of all operational procedures
essential to the most efficient operation and effectiveness of the Cooperative.
Reviews, coordinates and approves procedures recommended by the staff members
with respect to their operations.


 


2.                                       Organization
- Reviews periodically all facets of the cooperative’s operation and determines
the need and type of organizational structure required to provide the most
efficient operation. In this regard, the Manager shall select, appoint and/or
terminate staff members in accordance with an approved organizational plan. He
shall also recommend to the Board of Directors a wage and salary program
designed to provide the employees with a fair and equitable compensation plan
that encourages individual incentive and increased productivity, thereby
providing the members of the Cooperative with reliable, effective and efficient
service.


 


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3.                                       Administration
- Directs the administration of all activities of the Cooperative through staff
members and/or consultants, including legal counsel, to ensure that all
responsibilities, authorities and relationships are clarified and executed in
accordance with delegated authority, approved policies, programs and budgets.
Devotes adequate portions of time in conference with the staff, in groups or
with individuals, to discuss problems of engineering, construction,
maintenance, operations, finance, personnel complaints, grievances, or any
other matters of concern to the Cooperative. Assigns staff and/or supervisory
personnel to represent the Cooperative at various technical and educational
meetings that will enhance the effectiveness of the Cooperative’s operation.


 


Communicates with the
members, Board of Directors, employees, and general public in order to gain
their support and to improve the over-all acceptance and understanding of the
Cooperative’s policies and programs.


 


4.                                       Coordination
- Exercises coordination of board-approved budgets, policies and programs
with operational activities through staff meetings and individual conferences.
Acts as coordinator between the membership, the Board of Directors and the
employees.


 


5.                                       Controlling
- Directs the maintenance of all controls, reports and records in conformity
with all regulations and requirements. Reviews and analyses periodic reports,
including financial audits, submitted by Cooperative personnel and/or
consultants for the purpose of determining whether their activities are in
conformity with approved policies, programs, budgets, standards and costs;
directs remedial action as required.


 


III.                                 RELATIONSHIPS


 


A.                                   Within
the Cooperative


 


1.                                       Consults
freely with Board of Directors and board committees regarding matters of
information and mutual interest on Cooperative’s affairs.


 


2.                                       Consults
with staff as consultative management procedure on all matters of
organizational or operational concern, or programs and problems of mutual
interest.


 


3.                                       Advises
and counsels staff department heads with respect to plans, activities,
organization, problems, budgets, reports or matters concerning single
departments.


 


4.                                       Encourages
team spirit and teamwork to maintain high morale, high productivity and great
satisfactions in working for the Cooperative.


 


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5.                                       Maintains
friendly and working relations with as many members as possible to maintain
high values of members’ satisfactions and to set the example for all employees
to maintain friendly and satisfactory relationships with members.


 


B.                                     Outside
the Cooperative


 


1.                                       Maintains
contact through correspondence and some visitation with governmental officials,
elected or appointed at various local, state and national governmental levels.


 


2.                                       Maintains
contact with widespread sector of the industry and public to maintain good
relations and understanding.


 


IV.                                 SCOPE


 


The above authorities and
responsibilities are limited only by appropriate provisions of Federal and
State statutes, rules, regulations and requirements; corporate documents
consisting of Articles of Incorporation and Bylaws; and board policies,
specific delegations or restrictions and other directives.


 


V.                                     RESPONSIBLE
TO:    Board of Directors


 


VI.                                 EXEMPTION
STATUS


 


This position is exempt
from overtime payment.


 


	
  AGREED TO:

  	
  APPROVED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  General Manager

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
  I hereby acknowledge
  that I have received a copy of the General Obligations and Responsibilities
  of Employees.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  General Manager

  	
  Date

  



 


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