EXHIBIT 10.7
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into effective the 29th day of December,
1999 and between Vicom, Incorporated ("Employer") and ▇▇▇▇▇ ▇▇▇▇▇
("Employee").
WITNESSETH:
WHEREAS, Employer desires to employ in the capacity and on the terms and
conditions hereinafter set forth, and Employee has agreed to accept such
employment;
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT RELATIONSHIP. Employer hereby employs
Employee as an officer of Employer. Employee accepts such
employment and agrees to perform such duties as may be reasonably
requested by Employer, as directed by Employer. Employee's job
description is set forth in Exhibit A attached hereto and
incorporated herein.
2. TERMS OF EMPLOYMENT. Subject to the provisions for termination
hereinafter set forth the term of this Agreement and the
performance of Employee's services shall be (3) years commencing
January 1, 2000 unless earlier terminated as provided in Paragraph
8 hereof.
3. COMPENSATION AND FRINGE BENEFITS. For all services rendered by
Employee to Employer in any capacity, Employee shall be compensated
in accordance with the terms set forth in this section and in
Exhibit B which is attached hereto and made a part hereof. Employee
shall be entitled to participate in and to be covered by a
profit-sharing, pension, life insurance, accident insurance, health
insurance, hospitalization and any other employee benefit plan
effective with respect to employees of Employer only to the extent
he/she shall be eligible and qualify under the terms of such plans.
4. INDEMNIFICATION. As a further consideration of accepting employment
with Employer, Employer agrees to indemnify Employee in the manner
and to the full extent permitted or authorized by the By-Laws of
Employer.
5. AUTHORIZED EXPENSES. Employee shall incur out-of-pocket expenses in
connection with the business of the Employer only when authorized
by the CEO or other executive officer of Employer. When Employee is
authorized to incur such expenses, the Employer will reimburse
Employee for all such reasonable expenses upon presentation by
Employee, of an itemized account of such expenditures. All expenses
to be incurred which exceed $2,500.00 require verbal or written
preapproval by the CEO or another executive officer. Employee
agrees to re-pay or reimburse the Employer, on demand, for any
expenses which are disallowed as a deduction for Federal or State
income tax purposes. In addition,
Employer shall reimburse the Employee for Employee's travel
expenses, where such travel is authorized or required by Employer.
6. CONFIDENTIAL NATURE OF EMPLOYER'S BUSINESS-NON-DISCLOSURE. Employee
acknowledges that he may receive or contribute to the production of
Confidential Information. For purposes of this Agreement, Employee
agrees that "Confidential Information" shall be mean information or
material proprietary to Employer or designated as Confidential
Information by Employer and not generally known by non-Employer
personnel, of or to which the undersigned develop or of which the
undersigned may obtain knowledge or access throughout as a result
to the undersigned's relationship with Employer (including
information conceived, originated, discovered or developed in whole
or in part by the undersigned). The Confidential information
includes, but is not limited to, the following types of information
and other forms of information of a similar nature (whether or not
reduced to writing): discoveries, ideas, concepts, software in
various stages of development diagrams, flow charts, research,
development, diagrams, flow charts, research, development,
processes, procedures, "know-how", marketing techniques and
materials, marketing and development plans, customer names and
other information related of customers, price lists, pricing
policies and financial information. Confidential Information also
includes any information described above which Employer obtains
from another party and which Employer treats as proprietary or
designates as Confidential Information, whether or not owned by or
developed by Employer.
INFORMATION PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR
AFTER THE TIME THE UNDERSIGNED FIRST LEARNS OF SUCH INFORMATION, OR GENERIC
INFORMATION OR KNOWLEDGE WHICH THE UNDERSIGNED WOULD HAVE LEARNED IN THE
COURSE OF SIMILAR EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE SHALL NOT BE
DEEMED PART OF THE CONFIDENTIAL INFORMATION. Employee further agrees:
A. To furnish Employer on demand, at any time during or after
employment, a complete list of the names and addresses of all
persons which Employee known has dealt with, are dealing with or
propose to deal with Employer, including present, former and
potential customers and other contacts gained while in the employ
of Employer, whether or not on possession or within the knowledge
of Employer. Such information may be disclosed by periodic reports
to Employer during employment
B. All notes, data, reference materials, sketches, drawings, memoranda,
documentation and records in any way incorporating or reflecting
any confidential Information shall belong exclusively to Employer
and Employee agrees to turn over all copies of such material in
Employees' control to Employer upon request or upon termination of
Employee's employment with Employer.
C. That during his employment by Employer and thereafter Employee
will hold in confidence and not directly or indirectly reveal,
report, publish, disclose or transfer any of the Confidential
Information for any purpose, except in the course of the
undersigned's work for Employer.
D. That inventions or ideas in whole or in part conceived of or made by
Employee during or after the term of his/her employment or
relationship with employer which are made through the use of
Employer's equipment, facilities, trade secret or time, or which
result from any work performed by Employee for Employer, shall
belong exclusively to Employer and be deemed a part of the
Confidential Information for purposes of this agreement. Employee
hereby assigns and agrees to assign to Employer all rights in and
to such Confidential Information whether for purposes of obtaining
patent or copyright protection or otherwise.
Employee shall acknowledge and deliver to Employer without charge
to Employer, (but at its expense) such written instruments and to
do such other acts, including giving testimony in support of
Employee's authorship or inventorship, as the case may be,
necessary on the opinion of Employer to obtain patents or
copyrights or to otherwise protect or vest entire right and title
in and to confidential in Employer.
E. That he has been given a copy of and has reviewed chapter 325C of
Minnesota status, known as the MINNESOTA UNIFORM TRADE SECRETS ACT
(the "Act") and acknowledges that violation of the act or of
his/her agreements, covenants and representations contained in this
Agreement may give rise of a cause of action of favor of Vicom
against him/her for general and special damages.
7. VACATIONS. Employee shall be entitled each year to a vacation as
stated on Exhibit B.
8. TERMINATION OF EMPLOYMENT. Upon forty five (45) days written notice
to Employee, Employer may terminate this Agreement and any benefits
provided for Employee hereunder immediately upon service of written
notice on Employee as follows: (i) if Employee takes employment, in
competition with Employer or in violation of this Agreement, or,
(ii) is guilty of an act or acts of misconduct, dishonesty, or
disloyalty against Employer.
9. DEATH OR DISABILITY DURING EMPLOYMENT. If Employee dies
or becomes disabled during the term of his/her employment, Employer
shall pay the estate of Employee compensation which would otherwise
be payable to Employee up to the end of the month in which his/her
death occurs.
10. COVENANT NOT TO COMPETE. For a period of one (1) year from the date
of termination of his employment with Employer, for any reason
whatsoever, Employee will not, directly or indirectly on his own
behalf or as a partner, officer,
employee, consultant, agent, shareholder, director or trustee of any
person, firm, corporation or other entity, engage or participate in any
business which engages or participates engage or participate in any
business which engages in the sale, installation or service of telephone
or computer products and services, in the State of Minnesota or any
other state where the Company may have operating entities, or call upon
otherwise solicit any account of Employer, wherever they may be located,
or permit his/her name to be used in connection with any such business
or solicitation. The parties agree that this non-compete provision does
not apply to engaging in the business of Internet service provision or
software development.
11. INDEPENDENT COVENANTS. The covenants on the part of employee contained
in paragraphs 6 and 10 shall be constructed as Agreement independent of
any other provisions in this Agreement; and it is agreed that relief for
any claim or case of action of Employee against Employer, whether
predicated on this Agreement or otherwise, shall be measured in damages
and shall not constitute a defenses to enforcement by Employee of those
covenants.
12. INJUNCTIVE RELIEF; ATTORNEYS FEES. In recognition of the irreparable
harm that violation of the covenants of Paragraph 6 & 10 would cause
Employer, Employee agrees that in addition to any relief afforded by
law, an injunction against such violation or violations may be issued
against him/her and every other person concerned hereby, it being
understood by the parties that both damages and an injunction shall be
proper modes of relief and are not to be considered alternative
remedies. In the event of any such violation the Employee agrees to pay
the reasonable attorney fees incurred by Employer in pursuing any of its
rights with respect to such violation, in addition to the actual
damages sustained by Employer as a result thereof.
13. NOTICES. All notices given hereunder shall be in writing and shall be
personally served or sent by registered or certified mail, return
receipt requested. Notices to Employer shall be given to Employer at its
corporate headquarters which as of the date of this Agreement is ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. Notices to Employer or
Employees shall be sent to such other address as Employer or Employee
shall specify in writing to the other.
14. MISCELLANEOUS.
A. The term "subsidiary" shall mean any corporation partnership or other
business entity on which Employer has a significant financial interest,
or which Employer directly or indirectly, through one or more
intermediaries officers or employees, controls, or is controlled by, or
is under common control with.
B. This Agreement is the entire Agreement between the parties concerning
the subject matter hereof and supersedes and replaces any existing
Agreement between the parties hereto relating to the employee's
employment. Employer and Employee hereby acknowledge that there are not
Agreements or understandings
of any nature, oral or written, regarding Employee's employment, apart
from this Agreement.
C. No failure on the part of Employer to exercise, and no delay
in exercising any right hereunder will operate as a waiver thereof, nor
will any single or partial exercise of any right hereunder by Employer
preclude any other or further exercise thereof of the exercise of any
other right.
D. It is further agreed and understood by the parties hereto that if any
part, term or provisions of this contract should be held unenforceable
in the jurisdiction in which either party seeks enforcement of the
contract, it shall be construed as if not containing the invalid
provisions shall govern the rights and obligations of the parties.
E. This contract shall be construed and enforced in accordance with the
laws of the State of Minnesota.
F. This agreement is personal in nature and cannot be assigned by Employee.
The terms, conditions and covenants contained herein shall be binding
upon the heirs and personal representatives of employee, and the
successors, assigns of Employer and any subsidiary of Employer.
IN THE WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
VICOM, INCORPORATED
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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EMPLOYEE
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Exhibits to Employment Agreement dated December 28, 1999 between Vicom, Inc.
(Employer) and ▇▇▇▇▇ ▇▇▇▇▇ (Employee).
EXHIBIT A: JOB DESCRIPTION
Position: President, Corporate Technologies USA, Inc.
Reports to: ▇▇▇▇▇ ▇▇▇▇▇▇
Duties: Lead and direct efforts of the company to meet quality, service,
revenue and profit goals; provide
strategic planning to managers in order to
promote company growth and profitability.
ESSENTIAL DUTIES AND RESPONSIBILITIES:
1. Identify, recommend, establish and execute long range objectives,
strategies and organizational plans to support Corporate Technologies'
current and future client base. Monitor expenses and revenues for all the
departments. Oversee execution to ensure activities fulfill objectives, which
meet standards of excellence and advocate sales and service efforts.
2. Supervise, challenge and inspire the management staff to enrich personal
growth opportunities and career development at Corporate Technologies.
Advocate a professional culture through value reinforcement regarding
customer service and quality within the company.
3. Drive the company financial goals. This includes profitability, growth,
proper ratios, inventory, cash flow, etc.
4. Lead and direct, along with the Management Team the strategic positioning
and marketing of the company (advertising, public relations, etc).
5. Assist in managing relationships with vendors as issues arise. This
includes discussing sales and marketing strategies, contract negotiations, as
well as sales and customer service issues or problems.
EXHIBIT B: COMPENSATION
Salary: $110,000 per year ($9,166.66 per month).
Cash Bonus: eligible for annual bonus up to 60% of annual salary, awarded
upon meeting performance criteria established by the board of directors.
Stock Bonus: warrant for 100,000 shares of stock awarded for involvement in
the next acquisition relating to Corporate Technologies USA, Inc. completed
by the company. This warrant shall have a term of five years and a price
equal to the average of the average bid and ask
prices for the ten (10) business days prior to a public announcement of the
transaction discounted by 15%; provided the aggregate discount on 100,000
share warrant will be no less than $100,000. Warrants granted for any
acquisitions thereafter will be on a case-by-case basis at the discretion of
the Board.
Car Allowance: car and associated expense provided by Employer.
Review: annual review of compensation and performance.
Vacation and Benefits: standard company policies as provided to the key
management group.
Stock Options: 150,000 shares, vesting over 3 years (50,000 shares vest on
1/1/01, an additional 50,000 shares vest on 1/1/02, and an additional 50,000
shares vest on 1/1/03) at an exercise price of $2.00 per share.
Agreed to:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Employer Employee