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Termination and Non-Competition Agreement - Rick's Cabaret International Inc. and Robert L. Watters

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                    TERMINATION AND NON-COMPETITION AGREEMENT
                                    (WATTERS)


     This  Termination  and  Non-Competition  Agreement (this "Agreement") dated
March  29,  1999,  by  and  between  RICK'S CABARET INTERNATIONAL, INC., a Texas
corporation  having its principal office and place of business in Harris County,
Texas  (the  "Company"), and ROBERT L. WATTERS, an individual residing in Harris
County,  Texas  ("Watters").

                              W I T N E S S E T H:

     WHEREAS,  on  or  about  April  15,  1997,  Watters  executed an employment
agreement with the Company upon terms and conditions as set forth on Exhibit "A"
attached  hereto  and  made  a  part  hereof  for  all purposes (the "Employment
Agreement");  and

     WHEREAS,  it  is  the  intention of Watters to resign as an employee of the
Company  on  or  about  March  15,  1999;  and

     WHEREAS,  it  is the desire of Watters to terminate his existing Employment
Agreement  with  the  Company  and  to  terminate  all of the 20,000 outstanding
options  of  the  Company  which  Watters  presently  holds (the "Options"); and

     WHEREAS,  the  Company  is willing to terminate the Employment Agreement of
Watters  and  to  terminate  all of the outstanding Options of the Company which
Watters  presently  holds;  and

     WHEREAS,  effective  upon the date of termination of Watters as an employee
of  the Company, the aforementioned Employment Agreement and the Options will be
terminated;  and

     WHEREAS,  contemporaneously herewith, Watters is acquiring the stock of RCI
Entertainment  (Louisiana),  Inc.,  a wholly owned subsidiary of the Company, in
order  to  operate  an  adult  entertainment  facility  currently located in New
Orleans,  Louisiana;  and

     WHEREAS,  in  consideration  of the termination of the Employment Agreement
and of the sale of stock of RCI Entertainment (Louisiana), Inc. from the Company
to  Watters,  Watters  has  agreed  to  execute  a  non-competition agreement as
evidenced  by  the  terms  and  conditions  hereof.

     NOW,  THEREFORE,  for a valuable consideration, the receipt and sufficiency
of  which  is  hereby  acknowledged,  the  Company and Watters agree as follows:

1.     TERMINATION  OF  EMPLOYMENT  AGREEMENT.

a.     Watters  hereby  tenders  his resignation as President of the Company and
any  of  its  affiliates and subsidiaries, except RCI Entertainment (Minnesota),
Inc.,  which  resignations  shall  be  effective  on  March  15,  1999.

           TERMINATION AND NON-COMPETITION AGREEMENT (WATTERS) PAGE 1
<PAGE>
b.     This  Agreement  constitutes termination of the Employment Agreement with
no  further  obligation  of  Watters  to  the  Company or the Company to Watters
pursuant  to  the  Employment  Agreement.

c.     The  salary  of  Watters  will  cease  on  February  28,  1999.

2.     NON-COMPETITION  AGREEMENT.

1.     Definitions.  "Trade  secrets  and  other  proprietary  and  confidential
--     -----------
information"  mean  and  consist  of,  for  example,  and  not  intending  to be
inclusive, (i) methods of doing business; (ii) financial information, consisting
of  financial  cost,  and sales data and other information of the Company; (iii)
personnel  information  of  the  Company;  (iv) lists of customers and accounts,
contracts,  sales  information,  pricing  list,  vendor and supplier list of the
Company; and (v) other information of a confidential nature of the Company which
must  remain  confidential  for  the  continuing  success  of  the  Company.
Confidential  information  shall not include information available to the public
through  no  fault  of  Watters or information required to be disclosed by court
order.

2.     Non-Disclosure  and  Confidentiality  Covenants  of  Watters.  Watters
--     ------------------------------------------------------------
acknowledges  that  the  Company's  trade  secrets  and  other  proprietary  and
confidential  information,  as  they  may exist from time to time, are valuable,
special  and  unique  assets  of  the Company's business.  Additionally, Watters
acknowledges that the business goodwill and business contacts of the Company are
the  sole  property  of  the  Company  and are among the Company's most valuable
business  property.  Therefore,  in  consideration of the mutual promises herein
contained,  and  for  other  good  and  valuable  consideration, the receipt and
sufficiency  of  which  is  hereby  acknowledged,  and  to protect the foregoing
valuable  property  of  the  Company,  Watters expressly covenants and agrees as
follows:

Except  as  required  in  the  course  of  Watters  involvement with the current
operations  in  New  Orleans,  Louisiana, which he is acquiring from the Company
contemporaneously herewith, Watters will not, during the Term hereof (as defined
below):

(i)     Disclose,  directly or indirectly, the Company's trade secrets and other
proprietary  and  confidential  information, or any part thereof, to any person,
firm,  corporation,  association  or  other  entity  for  any  reason or purpose
whatsoever;  or

(ii)     Directly  or  indirectly  use  the  Company's  trade  secrets and other
proprietary  and  confidential  information,  or  any  part thereof, for his own
purpose  or  for  his  own  benefit  in  any  activity of any nature whatsoever.

           TERMINATION AND NON-COMPETITION AGREEMENT (WATTERS) PAGE 2
<PAGE>
     c.     Covenants  of  Watters
            ----------------------

(i)     Covenant  Not  to  Compete.  For a period of sixty (60) months after the
        --------------------------
date  hereon  (the  "Term"),  Watters  specifically agrees that he will not, for
himself,  on  behalf of, or in conjunction with any person, firm, corporation or
entity,  either as principal, employee, share-holder, member, director, partner,
consultant,  owner  or part-owner of any corporation, partnership or any type of
business  entity (except that Watters may own up to 2% of  the  capital stock of
any publicly held company), anywhere within the United States of America, except
in  Louisiana, Florida, Mississippi and Alabama (i) directly or indirectly, own,
manage, operate, control, be employed by, participate in, or be connected in any
manner  with  the  ownership,  management,  operation,  or  control  of  any
establishment which has live female nude or semi-nude entertainment or is in any
business  similar to or competitive with the business presently conducted by the
Company;  (ii) disclose, directly or indirectly, the Company's trade secrets and
other  proprietary  and  confidential  information,  or any part thereof, to any
person, firm, corporation, association or other entity for any reason or purpose
whatsoever;  or (iii) directly or indirectly use the Company's trade secrets and
other proprietary and confidential information, or any part thereof, for his own
purpose  or  for  his  own  benefit  in  any  activity of any nature whatsoever.

(ii)     Covenant  of  Non-Solicitation  and  Employment  of  Employees  and
         -------------------------------------------------------------------
Independent  Contractors.  During  the  Term hereof, Watters agrees not to hire,
-------------------------
solicit  or attempt to solicit for employment by Watters or any company to which
he  may be involved, either directly or indirectly, any party who is an employee
or  independent contractor of the Company or any entity which is affiliated with
the  Company,  or  a former employee or independent contractor of the Company or
any  entity  which  is  affiliated  with  the  Company, except for employees and
independent  contractors  that  presently work at RCI Entertainment (Louisiana),
Inc.,  provided  however,  that  Watters  may hire any independent contractor or
former independent contractor, if Watters does not solicit or attempt to solicit
such  independent  contractor.  If  Watters  is  approached  by  any independent
contractor  or  former  independent  contractor,  such  hiring  would  not be in
violation  of  this  Agreement.

d.     Acknowledgments  and  Agreements.  Watters  acknowledges and agrees that:
       --------------------------------

(i)     Due  to  the  nature  of the Company's business, the foregoing covenants
place  no greater restraint upon Watters than is reasonably necessary to protect
the  business  and  goodwill  of  the  Company;

           TERMINATION AND NON-COMPETITION AGREEMENT (WATTERS) PAGE 3
<PAGE>
(ii)     These  covenants protect the legitimate interests of the Company and do
not  serve  solely  to  limit  the  Company's  future  competition;

(iii)     This  Agreement  is not an invalid or unreasonable restraint of trade;

(iv)     A  breach  of these covenants by Watters would cause irreparable damage
to  the  Company;

(v)     These  covenants are reasonable in scope and are reasonably necessary to
protect  the  Company's  business  and goodwill and valuable and extensive trade
which  the  Company  has  established  through  its  own  expense  and  effort;

(vi)     The  signing of this Agreement is necessary as part of the consummation
of  the  transactions  previously  discussed;  and

(vii)     He  has carefully read and considered all provisions of this Agreement
and  that  all  of  the  restrictions  set forth are fair and reasonable and are
reasonably  required  for  the  protection  of  the  interests  of  the Company.

e.     Remedies,  Injunction.  In  the  event  of  Watters' actual breach of any
       ---------------------
provisions of this  Agreement, Watters agrees that the Company shall be entitled
without  the  necessity  of  a bond or other security to a temporary restraining
order,  preliminary  injunction  and/or  permanent  injunction  restraining  and
enjoining  Watters  from  violating  the  provisions  herein.  Nothing  in  this
Agreement  shall  be  construed  to prohibit the Company from pursuing any other
available  remedies for such breach or threatened breach, including the recovery
of  damages  from  Watters.  Watters  further agrees that for the purpose of any
such  injunction  proceeding,  it  shall  be  presumed  that the Company's legal
remedies  would be inadequate and that the Company would suffer irreparable harm
as  a  result of Watters' violation of the provisions of this Agreement.  In any
proceeding  brought  by the Company to enforce the provisions of this Agreement,
no other matter relating to the terms of any claim or cause of action of Watters
against  the  Company  will  be  defense  thereto.

           TERMINATION AND NON-COMPETITION AGREEMENT (WATTERS) PAGE 4
<PAGE>
     f.     Severability.  In  the  event  that  any  of  the provisions of this
            ------------
Agreement  are  held  to  be invalid or unenforceable in whole or in part, those
provisions to the extent enforceable and all other provisions shall nevertheless
continue  to  be  valid  and  enforceable as though the invalid or unenforceable
parts  had not been included in this Agreement.  In the event that any provision
relating  to  the  time  period or scope of a restriction shall be declared by a
court  of competent jurisdiction to exceed the maximum time period or scope such
court  deems  reasonable  and  enforceable, then the time period or scope of the
restriction  deemed  reasonable  and  enforceable  by the court shall become and
shall  thereafter  be  the  maximum  time  period or the applicable scope of the
restriction.  Watters  further  agrees  that  such  covenants and/or any portion
thereof  are  severable,  separate  and  independent,  and  should  any specific
restriction  or  the  application  thereof, to any person, firm, corporation, or
situation  be held to be invalid, that holding shall not affect the remainder of
such  provisions  or  covenants.

3.     CANCELLATION  OF  OPTIONS.

Upon the execution of this Agreement, the Company shall cause to be cancelled on
the  books  and  records of the Company all of the outstanding Options presently
issued  to  Watters.

4.     GENERAL  PROVISIONS.

a.     Notices.  Any  notices  or  other  communications  required  or permitted
       -------
hereunder  shall  be  sufficiently  given if in writing and delivered in Person,
transmitted  by  facsimile transmission (fax) or sent by registered or certified
mail  (return  receipt  requested)  or  recognized  overnight  delivery service,
postage  pre-paid, addressed as follows, or to such other address has such party
may  notify  to  the  other  parties  in  writing:

     (i)     if  to  the  Seller:

     Rick's  Cabaret  International,  Inc.
     16770  Hedgecroft  Drive,  #714
     Houston,  Texas  77060
     Attn:  Eric  Langan
     Telephone  No.:   281-820-1181
     Facsimile  No.:    281-820-1445

     with  a  copy  to:

     Robert  D.  Axelrod
     Axelrod,  Smith  &  Kirshbaum
     5300  Memorial  Drive,  Suite  700
     Houston,  Texas  77007
     Telephone  No.:  713-861-1996
     Facsimile  No.:  713-552-0202


     (ii)     if  to  Watters:

     Robert  L.  Watters
     1810  Elmen
     Houston,  Texas  77019
     Telephone  No.:  713-529-4110
     Facsimile  No.:  713-942-9656

           TERMINATION AND NON-COMPETITION AGREEMENT (WATTERS) PAGE 5
<PAGE>
     with  a  copy  to:

     Chaffe,  McCall,  Phillips,  Toler  &  Sarpy,  L.L.P.
     2300  Energy  Centre
     1100  Poydras  Street
     New  Orleans,  Louisiana  70163
     Attn:  E.  Howell  Crosby,  Esq.
     Telephone  No.:  504-585-7212
     Facsimile  No.:  504-585-7587

b.     Law  Governing  and  Venue.  This  Agreement  shall  be  governed  by and
       --------------------------
construed in accordance with the laws of the State of Texas.   This Agreement is
executed  in  Houston,  Texas.  Venue  shall  be in Harris County, Texas for any
legal proceeding to enforce the terms, conditions or covenants contained herein.

c.     Contract  Terms  to  be  Exclusive.  This Agreement contains the sole and
       ----------------------------------
entire  agreement  between  the  parties  and  shall supersede any and all other
agreements between the parties with respect to the termination of the Employment
Agreement  and  Watters' agreement not to compete with the Company.  The parties
acknowledge  and  agree  that  neither  of them has made any representation with
respect  to the subject matter of this Agreement or any other agreement executed
between  them  or any representations inducing the execution and delivery hereof
or  any other agreement executed between them except such representations as are
specifically  set  forth herein and each of the parties hereto acknowledges that
he  or  it has relied on his or its own judgment in entering into the same.  The
parties  hereto  further acknowledge that any statements or representations that
may  have heretofore been made by either of them to the other are void and of no
effect and that neither of them has relied thereon in connection with his or its
dealings  with  the  other.

d.     Waiver  or  Modification  Ineffective  Unless  in Writing.  It is further
       ---------------------------------------------------------
agreed  that  no  waiver  or modifica-tion of this Agreement or of any covenant,
condition,  or  limitation herein contained shall be valid unless in writing and
duly  executed  by the party to be charged therewith and that no evidence of any
waiver  or  modification  shall  be  offered  or  received  in  evidence  in any
proceeding  or  liti-gation  between  the  parties  hereto  arising  out  of  or
affect-ing  this Agreement, or the rights or obligations of any party hereunder,
unless  such  waiver  or modification is in writing, duly executed as aforesaid,
and  the  parties further agree that the provisions of this paragraph may not be
waived  as  herein  set  forth.

           TERMINATION AND NON-COMPETITION AGREEMENT (WATTERS) PAGE 6
<PAGE>
e.     Invalidity  of  Contract.  Should  any  provision(s) of this Agreement be
       ------------------------
declared invalid or unenforceable by a court of competent jurisdiction, it shall
be  severed or modified and the remainder of this Agreement shall be enforced in
total.  Additionally, if Watters claims that any provision or covenant contained
herein  is  invalid or unenforceable, he nevertheless agrees to comply with such
provision  or  covenant  as  written  until  a  court  of competent jurisdiction
determines  the  enforceability  or  validity  of such provision or covenant, or
limits  the  scope  thereof,  and  further  agrees  to be liable for any and all
damages  to  the  Company  pending  such  determination  by  the  court.

f.     Assignment.  The  rights and benefits of the Company under this Agreement
       ----------
shall  inure to the benefit of and be binding upon the successors and assigns of
the  Company.  The rights of Watters hereunder are personal and nontransfer-able
except  that  the  rights  and benefits hereof shall inure to the benefit of the
heirs,  executors, legal representatives, administrators, successors and assigns
of  Watters.

g.     Binding  Effect.  Except  as  otherwise  provided  herein, this Agreement
       ---------------
shall  be  binding upon and inure to the benefit of the parties hereto and their
respective  successors  and  assigns.

     IN  WITNESS  WHEREOF, this Agreement has been executed as of the date first
above  mentioned.


                           RICK'S  CABARET  INTERNATIONAL,  INC.


                           BY:  /S  ERIC  LANGAN
                           NAME:  ERIC  LANGAN
                           TITLE:  VICE-PRESIDENT


                           /S/  ROBERT  L.  WATTERS
                           ROBERT  L.  WATTERS

           TERMINATION AND NON-COMPETITION AGREEMENT (WATTERS) PAGE 7