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Termination and Non-Competition Agreement - Rick's Cabaret International Inc., RCI Entertainment Louisiana Inc. and Norton White

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                    TERMINATION AND NON-COMPETITION AGREEMENT
                                     (WHITE)


     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"),  RCI  ENTERTAINMENT  LOUISIANA,  INC.,  a  Louisiana
corporation  having  its  principal  office in New Orleans, Louisiana, and ERICH
NORTON  WHITE,  an  individual  residing  in  Louisiana  ("White").

                              W I T N E S S E T H:

     WHEREAS, on or about April 15, 1997, White executed an Employment Agreement
(the  "Employment  Agreement")  with the Company's subsidiary, RCI Entertainment
Louisiana,  Inc. ("RCI Louisiana") pursuant to which White is named, inter alia,
as  Vice-President  of  Operations  of  the  Company;  and

     WHEREAS, on or about May 14, 1998, there was an amendment to the Employment
Agreement  which  was  executed  by White and RCI Louisiana and the Company; and

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

     WHEREAS,  it  is  the  desire of White to terminate his existing Employment
Agreement  with  RCI  Louisiana  and  to terminate all of the 65,000 outstanding
options  of  the  Company  which  White  presently  holds  (the  "Options"); and

     WHEREAS,  the  Company  and  RCI  Louisiana  are  willing  to terminate the
Employment Agreement of White and to terminate all of the outstanding Options of
the  Company  which  White  presently  holds;  and

     WHEREAS,  effective upon the date of termination of White as an employee of
the  Company,  the  aforementioned  Employment Agreement and the Options will be
terminated  and  neither  the  Company,  RCI  Louisiana nor White shall have any
further  obligations  to  the  other  with  respect  thereto;  and

     WHEREAS,  contemporaneously  herewith,  Robert  L. Watters is acquiring the
stock  of  RCI  Louisiana,  in  order to operate an adult entertainment facility
currently  located  in  New  Orleans,  Louisiana;  and

           Termination and Non-Competition Agreement (White) - Page 1
<PAGE>
     WHEREAS,  it  is  the  desire  of White to continue his employment with RCI
Louisiana  subsequent to the sale of RCI Louisiana to Watters by entering into a
new  employment  agreement  with  RCI  Louisiana;  and

     WHEREAS,  in  consideration  of the termination of the Employment Agreement
and  the  Company's  rights  thereunder,  White  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  White agree as follows:

1.     TERMINATION  OF  EMPLOYMENT  AGREEMENT.

a.     White  hereby  tenders his resignation as Vice-President of Operations of
the  Company.

b.     This  Agreement  constitutes termination of the Employment Agreement with
no  further  obligation of White to the Company or the Company to White pursuant
to  the  Employment  Agreement,  and  White  shall have no further obligation to
continue  to  act  or  provide  services  to  the Company under the terms of the
Employment  Agreement  and  the  Company shall have no further obligation to pay
White  any  compensation  under  the  terms  of  the  Employment  Agreement.

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

2.     NON-COMPETITION  AGREEMENT.

a.     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  White  or  information required to be disclosed by court
order.

           Termination and Non-Competition Agreement (White) - Page 2
<PAGE>
b.     Non-Disclosure  and  Confidentiality  Covenants  of  White.  White
       ----------------------------------------------------------
acknowledges  that  the  Company's  trade  secrets  and  other  proprietary  and
confidential  information,  are  valuable,  special  and  unique  assets  of the
Company's business.  Additionally, White acknowledges that the business goodwill
of  the  Company is 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, White expressly covenants and agrees
as  follows:

Except  as  required  in  the  course  of  White  involvement  with  the current
operations  in  New  Orleans,  Louisiana, which he is acquiring from the Company
contemporaneously  herewith,  and  except in the course of his current or future
exploitation  of  business  opportunities  throughout  the  States of Louisiana,
Florida,  Mississippi  and  Alabama,  White 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.

c.     Covenants  of  White
       --------------------

(i)     Covenant  Not  to Compete.  For a period of thirty-six (36) months after
        -------------------------
the  date  hereon  (the "Term"), White 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, shareholder, member, director, partner,
consultant,  owner  or part-owner of any corporation, partnership or any type of
business  entity  (except  that White 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 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  female entertainment business
presently  conducted  by  the  Company.

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(ii)     Covenant  of  Non-Solicitation  and  Employment  of  Employees  and
         -------------------------------------------------------------------
Independent  Contractors.  During  the  Term  hereof,  White agrees not to hire,
-------------------------
solicit or attempt to solicit for employment by White 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  any  person  who  was an employee or independent contractor of the
Company  or  any entity which is affiliated with the Company within the one year
period  immediately  preceding  the  date  hereof,  except  for  employees  and
independent  contractors  that  presently  work  at RCI Entertainment Louisiana,
Inc., provided however, that White may hire any independent contractor or former
independent  contractor,  if  White  does not solicit or attempt to solicit such
independent  contractor. If White is approached by any independent contractor or
former  independent  contractor,  such  hiring would not be in violation of this
Agreement.

d.     Acknowledgments and Agreements.  White acknowledges that he has carefully
       ------------------------------
read  and  considered  all  provisions  of  this  Agreement  and  agrees  that:

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

(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 White 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 which the Company has established
through  its  own  expense  and  effort;  and

(vi)     The  signing of this Agreement is necessary as part of the consummation
of  the  transactions  described  in  the  preamble.

           Termination and Non-Competition Agreement (White) - Page 4
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e.     Remedies,  Injunction.  In  the  event  of  White's  actual breach of any
       ---------------------
provisions  of  this  Agreement, White 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 White 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  White.  White  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
White's  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 White against
the  Company  will  be  defense  thereto.


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  White.


     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

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     (ii)     if  to  White:

     Erich  Norton  White
     930  Joans  Street
     Mandeville,  Louisiana  70448
     Telephone  No.:  504-626-7956
     Facsimile  No.:  504-524-3240

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 with respect to the subject matter hereof
and  shall  supersede  any  and  all  other  agreements between the parties with
respect thereto. 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  modification 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 litigation between the parties hereto arising out of or affecting
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 (White) - Page 6
<PAGE>
e.     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.  White  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.

f.     Binding Effect; 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 White hereunder are personal and
nontransferable  except  that  the rights and benefits hereof shall inure to the
benefit  of  the  heirs,  executors,  legal  representatives,  administrators,
successors  and  assigns  of  White.


                         [Signatures on following page]

           Termination and Non-Competition Agreement (White) - Page 7
<PAGE>
     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


                         RCI  ENTERTAINMENT  LOUISIANA,  INC.


                         BY:  /S/  ROBERT  L.  WATTERS
                         NAME:  ROBERT  L.  WATTERS
                         TITLE:  President


                         /s/  ERICH  NORTON  WHITE
                         ERICH  NORTON  WHITE

           Termination and Non-Competition Agreement (White) - Page 8