TIMELINE
FILED IN
January 1, 2012 Employment Agreement 14th COURT OF APPEALS
HOUSTON, TEXAS
12/8/2015 1:00:59 PM
April 4, 2012 IPA Agreement CHRISTOPHER A. PRINE
Clerk
July 27, 2012 Ross Terminated
April 30, 2014 Arbitration Award
May 2, 2014 Ross Request to Arbitrator to Modify/Clarify Award
May 5, 2014 Company Request to Arbitrator to Modify Award
May 16, 2014 Company filed 2014-28076; obtained T.R.O.
May 20, 2014 Ross Requested Arbitrator resolve amount owed to him
May 29, 2014 Parties appeared before Arbitrator
June 2, 2014 Court denied Company Temporary Injunction
June 3, 2014 Company Non-Suited Cause 2014-28076
July 28, 2014 Company filed 2014-42950 Pet to Modify and if Modified Confirm
Award
July 29, 2014 Ross filed 2014-43614 Declaratory Judgment
December 8, 2014 Court grants Company MSJ
April 13, 2015 Court grants Ross MSJ
EXHIBIT
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Appellant 1
2014-42950 / Court: 190
IN ARBITRATION PROCEEDINGS BEFORE HON. ALICE OLIVER-PARROTT
PURSUANT TO THE INTERIM AND ARBITRATION AGREEMENT DATED EFFECTIVE
MARCH 25, 2013 AND THE INTEREST PURCHASE AGREEMENT
DATED EFFECTIVE JANUARY 1, 2012
NATIONAL SIGNS HOLDING, LLC §
§
v. §
§
ALI RASSOULI aka AL ROSS §
FINAL ARBITRATION AWARD
Ali Rassouli aka A1 Ross, “A1 Ross,"National Signs, Ltd. nka ARNS Holdings, Ltd., PNR
Family Partnership, Ltd., and National Leasing Group, LLC, National Signs Holding, LLC,
National Signs, LLC, and Louis M. Girard, Jr. each appeared before the undersigned to arbitrate
certain claims existing between them. The parties’ agreement to arbitrate (marked Exhibit “A”)
is attached hereto and incorporated herein for all purposes. Having invoked their rights to
arbitrate the claims and announcing ready, the parties proceeded to a full arbitration of the
claims. The undersigned has considered the parties’ filings, the evidence presented, and the
arguments of counsel, and issues this final and binding arbitration award. Accordingly, it is
ORDERED, ADJUDGED, and DECLARED under the Texas Declaratory Judgments Act,
Chapter 37 of the Texas Civil Practice & Remedies Code, that (1) the Employment Agreement
between National Signs, LLC and Ross permitted National Signs, LLC to terminate Ross’s
employment with or without cause, and (2) National Signs, LLC terminated Ross’s employment
with cause, but not as cause is defined by the Employment Agreement. The termination of Ross
then, by terms of the Employment Agreement, was a “without cause” termination. A1 Ross is
entitled to recover an amount equal to salary and benefits for the thirty day notice period required
for a without cause termination, that being compensation for the period of July 26, 2012 to
August 26, 2012, plus the aggregate amount of his compensation for the three months proceeding
the date of his termination, any amount for any unused vacation time accrued during 2012, and
the reasonable value of COBRA healthcare coverage for the three months following his
termination. If the parties cannot stipulate to those amounts within 30 days of this award, written
evidence will be submitted pursuant to Exhibit A to the undersigned arbitrator as to the parties’
disputed amounts due and owing to Ross pursuant to this mandated calculation. It is further
ORDERED, ADJUDGED, and DECLARED under the Texas Declaratory Judgments Act,
Chapter 37 of the Texas Civil Practice & Remedies Code, that the non-compete obligations
imposed on Ross by the Employment Agreement between National Signs, LLC and Ross, and
the Interest Purchase Agreement between National Signs, Ltd., Ross, and National Signs
Holding, LLC remain valid and enforceable obligations against Ross. The non-compete
obligations imposed on Ross by the Employment Agreement extend for 2 years after August 26,
2012, until August 26, 2014, and the obligations imposed on Ross by the Interest Purchase
EXHIBIT
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Appellant 2 EXHIBIT262
Candidate, with the knowledge of that Person’s status as a Acquisition Candidate, for the
purpose of acquiring that Person or arranging the acquisition of that Person by any Person
other than Buyer.
Notwithstanding the foregoing, any Restricted Party may own and hold as a passive investment
up to 1% of a class of the outstanding capital stock of a competing Entity if that class of capital
stock is publicly traded on a recognized national exchange. Notwithstanding the foregoing, this
Section 7.10 shall terminate if Ross is terminated by the Buyer without “Cause” (as such term is
defined in the New Employment Agreement between the Buyer and Ross).
(b) Should the Closing not be completed, then Buyer agrees that it will not
during the period beginning on the date hereof and ending on the third anniversary of the
earlier to occur of the Termination Date or the Closing Date, (i) directly or indirectly, for
any reason, for his own account or on behalf of or together with any other Person, call on
any natural Person who is at that time employed by the Company with the purpose or
intent of attracting that Person from the employ of the Company or (ii) engage or
participate in any effort or act to canvass, solicit, approach, entice away from, or to
induce in any way to alter their association with the Company or its respective Affiliates
any individual or entity who is a customer, vendor, supplier or contractor of the Company
or its respective Affiliates.
(c) Notwithstanding the provisions of Section 7.9, because of the difficulty of
measuring economic losses to Buyer as a result of any breach by the Interest Holder of
his covenants in Section 7.10(a) and because of the immediate and irreparable damage
that could be caused to Buyer for which it would have no other adequate remedy, the
Interest Holder agrees that Buyer may enforce the provisions of Section 7.10(a) by
injunctions and restraining orders against the Interest Holder if he breaches any of those
provisions.
(d) Each of the Parties agrees and acknowledges that the limitations as to
time, geographical area and scope of activity to be restrained as set forth in Section
7.10(a) are reasonable and do not impose any greater restraint than is necessary to protect
the legitimate business interests of Buyer, the Target (following the Closing) and their
respective Affiliates, including the protection of the goodwill transferred herewith. Each
Party hereby represents that he or it, as applicable, has read and understands, and agrees
to be bound by, the terms of this Section 7.10. Each of the Parties acknowledges that the
geographic scope and duration of the covenants contained in Section 7.10(a) are the result
of arm’s-length bargaining and are fair and reasonable in light of (i) the nature and
geographic scope of the operations of the Business of the Company, (ii) the amount of
confidential and proprietary information regarding the Company and the Business that is
in the possession of, and that will become in the possession of, Interest Holder, (iii)
Interest Holder’s level of control over and contact with the Business conducted by the
Company in all jurisdictions in which it is conducted, (iv) the amount of goodwill for
which Buyer is paying, and (v) the consideration that Interest Holder has received or will
receive by entering into this Agreement. It is the desire and intent of the Parties that the
provisions of this Section 7.10 be enforced to the fullest extent permitted under
applicable Laws, whether now or hereafter in effect and therefore, to the extent permitted
EXHIBIT
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2735987v3
Appellant 3 213