exv10w12



 








Exhibit 10.12




EMPLOYMENT CONTRACT




The Texas Mexican Railway Company (“TexMex”) and Manuel Zulaica  (“Employee”) do hereby agree as follows:



1.       Employee shall be employed by TexMex as TFM Operations Director beginning on
September 16th. Either party shall have the right to terminate
the Employment Contract at any time upon written notice.



2.       Employee shall perform such duties at such times and places and in such
manner as TexMex may from time to time indicate. Employee shall devote his
time, attention and best efforts to the transaction of the business of TexMex
and TFM and shall not engage in any other employment or have any interest in
any similar or competing business during the existence of this Employment
Contract. Employee shall abide by the rules, regulations and policies of TexMex
and TFM.



3.       TexMex shall pay to Employee a monthly salary of $15,500.00, one-half payable
on the 15th and one-half payable on the last day of each month. Employee’s
monthly salary may be adjusted from time to time in order to recognize
individual and company performance, according to Mexican Inflation.



4.       Employee shall be provided with an Executive automobile according to company
policies, life insurance, medical insurance and three (3) weeks annual vacation.



5.      
TexMex may pay a yearly incentive bonus to Employee of up to six (6) months salary. The basis and amount of any such bonus shall be solely determined by TexMex.



6.       Employee will be afforded a housing allowance of a monthly amount not to
exceed $2,500.00 for lodging.



 









 





7.       If Employee’s employment is terminated due to a reduction in force or for
other reasons unrelated to Employee’s job performance or conduct, TexMex shall
pay to Employee 3 (three) months salary as a severance benefit and 1 (one)
additional month for every 18 (eighteen) months of seniority accrued in TexMex.
Partial seniority should be prorated accordingly. Employee shall also be paid
through the final day worked and for accrued but unused vacation. The benefits
established in sections 4 and 5 above, will not be included in the severance
payment.




8.       If Employee is terminated due to Employee’s job performance or conduct,
Employee will not be entitled to a severance benefit or accrued vacation, but shall simply be paid through the final day worked.



8.1
    If for any other reason than the clause mentioned above the contract
should be terminated, either party will provide written notice to the other in
no less than 6 (six) months prior to the day of termination.



9.       The Employee acknowledges the obligation to maintain the confidentiality of
the Confidential and Proprietary Information, and shall not use such
information for his own benefit or the benefit of a third party. Breach of
these obligations will be reason for TexMex or TFM to demand legal
responsibility for damages and prejudices that may arise.



9.1     The term “Confidential and Proprietary Information” means all information
of any nature and in any form, whether written, oral or recorded or transmitted
electronically or by tape or other similar manner, regarding the business,
operations, commercial information, financial information, prospects, plans,
work products, product applications, business methods or affairs, including any
legally protected information, whether in copies and extracts of information and
all computer-generated studies and data prepared by or for the benefit of TexMex
or TFM and their affiliates, officers, employees, attorneys, consultants and any
other representative in connection with the Employee’s activities in TexMex or
TFM.



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9.2       The Employee shall maintain the confidentiality and secrecy of the
Confidential and Proprietary Information, and shall not disclose said
information to its own employees, independent subcontractors, suppliers and/or
customers. In addition, Employee agrees that it shall not disclose to any person or
company, the existence of any transaction contemplated in connection with the
Confidential and Proprietary Information, unless such disclosure is previously
authorized by TexMex or TFM legal representatives.



9.3       Employee acknowledges that TexMex or TFM may be irreparably harmed and will
have not adequate remedy at law if Employee breaches or fails to perform any or
its obligations under this Agreement. Employee also agrees that, in addition to
any other remedies which may be available to TexMex or TFM, they shall have the
right to obtain injunctive relief to restrain a breach or threatened breach of,
or otherwise obtain specific performance of the Employee. Employee shall be
liable to TexMex for all damages, including reasonable attorneys’ fees and
disbursements, in the event Confidential and Proprietary Information is made
available or disclosed for his own benefit or made available or disclosed to
third parties in any manner by the Employee.



9.4       At termination of Employee’s employment, the Employee should return to
TexMex or TFM the properties or information of TexMex or TFM, that were assigned
for his service, during the existence of the contract of employment without
retaining any copies, notes or extracts.



10.      
The terms of this Employment Contract may not be modified or compromised in any way unless reduced to writing and signed by both parties.



11.       This contract shall be governed by laws of the State of Texas.



12.      Employee and TexMex agree to submit any dispute concerning Employee’s employment or termination of such employment to binding arbitration in
accordance with the employment dispute resolution procedures of the American
Arbitration Association. Any such arbitration shall be conducted in Laredo, Texas.



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The arbitrator shall have the authority to consider and rule
upon any and all relevant claims and defenses and shall have the
authority to grant full relief to either party as provided for
in applicable state, federal or local law.



AGREED:



	 	 	 
	/s/ Manuel Zulaica

	 	      September 16th, 2003
	 

	 	 
	Employee

	 	Date
	Manuel
Zulaica
	 	 
	 
	 	 
	/s/ Mario Mohar

	 	      September 16th, 2003
	 

	 	 
	Texas Mexican Railway Company

	 	Date
	Mario Mohar
	 	 
	 
	 	 
	/s/ Juan Vergara

	 	      September 16th, 2003
	 

	 	 
	Witness

	 	Date
	Juan Vergara
	 	 







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