EXHIBIT 10.6 EMPLOYMENT AGREEMENT BETWEEN ▇▇▇▇▇▇▇▇ Digicom AND ▇▇▇▇ ▇▇▇▇▇▇
THIS AGREEMENT, dated as of January 1, 1999, is entered into between ▇▇▇▇▇▇▇▇
Digicom, Inc. whose address is 305 Cadillac ▇▇▇▇▇ ▇-▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, hereinafter ("Company"), and ▇▇▇▇ ▇. ▇▇▇▇▇▇, whose address is ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, hereinafter ("Director").
1.Employment
(a) Company hereby employs Director to serve as Sr. Director of the ▇▇▇▇▇▇
Communications Subsidiary grade E10 and, and to perform, subject to the
overriding directions and authority of the board of trustee(s) of the Company,
the duties and responsibilities commensurate with such position such employment
shall be for the period commencing on January 1, 1999, (the "Commencement
Date"), part time for the month of January 1999 at $4,000.00 and thereafter
Compensation in Paragraph 2. and ending five years from the Commencement Date
(the "Term") (each year of which Term shall be referred to hereinafter as a
"Term Year"), unless such employment is sooner terminated as provided in this
Agreement.
(b) Director hereby accepts employment under this Agreement and agrees to
devote Director's best efforts and his full time and attention to the business
and affairs of Company, as such business and affairs now exist and as they may
be hereafter changed or augmented, under and pursuant to the general direction
of the Board of directors of the Company (the "Board"). Company shall retain
full direction and control of the manner, means and methods by which Director
performs the services for which Director is employed thereunder and of the
place or places at which such services shall be tendered.
2. Compensation
Director shall be paid at the yearly rate of $96,000.00 (US Dollars), payable
at semimonthly intervals during the term of employment and shall be reviewed
annually. Director shall, in addition to his annual salary, be entitled to an
annual bonus as awarded by the Board of Directors. Bonus shall be based on the
performance of company before taxes and extraordinary items. Director shall be
awarded 55% of base salary as a annual bonus, based on performance of company
as per approved plan as directed by the Board of Directors. Such bonus shall
be paid within 90 days after the expiration of each Term Year. Bonus may be
award as cash payment or stock or any combination thereof. Director shall
further be entitled to stock options of 50,000 shares at a purchase price of
$1.00. One fifth (1/5) of such awards shall be awarded on the Commencement
Date of each anniversary for this contract duration and all shall be
exercisable for a period of five years thereafter.
(a) Reimbursements. Director, shall be entitled to reimbursement for
reasonable travel and other business expenses incurred by Director in the
performance of his duties under this Agreement in accordance with the general
policy of Company, as it may change from time to time.
(b)Withholding. Company shall be entitled to withhold from any compensation
thereunder such amounts on account of payroll taxes, income taxes and other
similar matters as are require to be withheld by applicable law.
(c) Insurance. Company may, at its discretion, secure at its own expense a
"key-man" insurance policy upon the life of Director, payable to Company in
the event of Director's death. Director agrees that any such insurance policy
shall be for Company's benefit only, and acknowledges that no person claiming
by or through Director shall have any right to the proceeds of such insurance
policy. Director agrees to execute all documents and take all acts reasonably
requested by Company to secure and enjoy the by.
(d) Vacation. Director shall be entitled to a vacation in accordance with
current company per calendar year.
(e) Benefit Plans. Director and designated dependents shall be entitled to
participate in the Company's health insurance, and life insurance plans and
other benefit plans as may from time to time be adopted for similarly situated
employees of company during the course of his employment. The amount and
extent of benefits to which Director is entitled shall be governed by the
company's specific benefit plan and any amendments thereto. Nothing in this
Agreement shall preclude Company or any affiliate of Company from terminating
or amending any employee benefit plan or program at any time or from time to
time.
3. Confidentiality
(a) The Executive acknowledges that in the course of his employment he will
acquire information about certain matters and things which are confidential to
the Company and which information is the exclusive property of the Company.
Further, the Director acknowledges that the Company's business depends
significantly upon the maintenance of trade secrets, technical innovations and
other confidential proprietary information that the Company has developed at
great expense. The Director further acknowledges that the Company has
developed a close and valuable relationship with many of its customers and
suppliers.
(b) The Company acknowledges that in the course of Directors employment they
will acquire information about certain matters and things which are
confidential to the Director and which information is the exclusive property of
the Director. Further, the Company acknowledges that the Director's
relationships are confidential proprietary information that the Director has
developed at great expense. The Company further acknowledges that the Director
has developed a close and valuable relationship with many other key Directors
and Executives and they shall remain the confidential property of the Director.
(c) In partial consideration for the Director's employment hereunder, the
Director and Company in considering those matters set out in subparagraph (a)
hereof, covenants and agrees that he will not, at any time during the term of
his employment by the Company and for a period of two (2) yews thereafter,
reveal, divulge or make known to any person or entity other than the Company
and its duly authorized employees) or make use of for his own or any other's
benefit, the Company's list of customers and suppliers or its trade secrets,
production processes and materials, formulae, research techniques or
accomplishments, markets or marketing plans, present and future, technical and
business information relating to the Company's services or products, research
and development, potential business ventures, or his knowledge of any of the
other business or financial affairs of the Company, or any other information
regarded by the Company as confidential, which during this employment pursuant
hereto is made known to the Director (the "Confidential Information"). For
greater certainty, Director and Company shall maintain in confidence and will
not disclose or use, without the prior express written consent of Director or
Company, any Confidential Information whether or not it is in written or
permanent form, except to the extent required to perform duties on behalf of
Company in Director's capacity as an employee. Confidential Information
includes, without limitation, any information, not generally known in the
relevant trade or industry, which was obtained from Company, or any of its
affiliates, or which was, discovered, developed, conceived, originated or
prepared by Director in the scope of his employment. Upon termination of
Director's employment or at the request of Company before termination, Director
will deliver to Company all written and tangible material in his possession
incorporating Confidential Information or otherwise relating to Company's
business. These obligations with respect to Confidential Information extend to
information belonging to customers and suppliers of Company who may have
disclosed such information to Executive as the result of his status as an
employee of the Company.
4. Director's Business Activities.
(a) Director shall devote such professional time, attention and energy as
required by the business and affairs of Company, as its business and affairs
now exist and as they hereafter may be changed. Director shall not, during the
term of this agreement, engage in any other business activity in the related
industry without disclosure.
(b) Director agrees that, at no time during the term of his employment with
the Company he will not (without the prior written consent of the Company)
directly or indirectly, in any manner whatsoever, including, without
limitation, enter into the employment of or render services to or either
individually or in partnership or jointly or in conjunction with any other
Person, as principal, agent, shareholder, employee or in any other manner
whatsoever, carry on or be engaged in the same or substantially similar
business which may be carried on by the Company or any business competitive
with the business now carried on by the Company (a "Competitive Business,"), or
be concerned with or interested in or lend money to, guarantee the debt or
obligations of or permit his name or any part thereof to be used by any person,
persons, firm, association, syndicates company Or corporation engaged or
concerned with or interest in a Competitive Business. The Company does
acknowledge that his relationships that are disclosed in the agreement are
exempt for this article.
5. Interference with Company's Business
(a) During the term hereof, or at any time thereafter, Director shall riot,
directly or indirectly, employ, solicit for employment, or advise or recommend
to any other person that such other person employ or solicit for employment,
any person employed (whether as a consultant, employee, agent or otherwise) by
Company in a Competitive Business of the Company.
(b) Director will not at any time during the term of his employment with the
Company or at any time thereafter for himself, or on behalf of any other
Person, divulge any name or names of any or all of the customers of the Company
or knowing solicit, interfere with or attempt to entice away from the Company
in any manner whatsoever, any customer or supplier or any Person in the habit
of dealing with the Company or known by him to be about to deal with the
Company.
6. Termination of Employment by Company.
(a) Notwithstanding anything here into the contrary, Company may terminate
Director's employment hereunder for cause at any time. Sufficient "cause" for
termination of Director's employment hereunder shall include, but is not
limited to Director's violation of any provision of this Agreement, Director's
conviction for any criminal violation other than minor traffic violations, or
in the event Director is guilty of misconduct or neglect or dereliction of his
duties hereunder, or for any course which would entitle Company at law to
terminate the employment of Director. Upon said termination, Company shall be
under no obligation to Director, except to pay Director's accrued salary and
stock to the date of termination, plus one year of salary. Upon said
termination, Company shall be under no further obligation to the Director,
except for the obligations set forth in ▇▇▇▇▇▇▇▇▇▇ ▇, ▇ ▇▇▇ ▇ ▇▇▇▇▇▇.
(▇) Notwithstanding anything herein to the contrary, Director may terminate
his employment hereunder at any time in the event that the Company violates any
provision of this Agreement, Upon said termination, Director shall be under no
further obligation to the Company, except for the obligations set forth in
Paragraphs 3, 4 and 5 hereof.
7. Disability
If Director shall be prevented during the period of employment hereunder from
properly performing services hereunder by reason of illness or other physical
or mental incapacity for a period of more than 30 consecutive days in any 60
day period, then Director's salary shall be paid up through the last day of the
year in which the thirtieth (30th) consecutive day of incapacity occurs, and
thereafter Company's obligations hereunder shall cease and terminate. If
Director becomes disabled and unable to perform the Director's duties during
the term of this Agreement, Director will be eligible to participate in the
disability plans or programs applicable to employees of Company, if any.
8. Death of Director
(a) In the event of the death of Director during the period of his employment
hereunder, Director's shall be paid up through the end of this contact in the
30 days in which the date of death occurs, and thereafter Company's
obligations hereunder shall cease and terminate. Director's heirs or personal
representatives shall perform Director's obligations under Section 3 of this
Agreement to return the materials therein described by Company upon Company's
request.
(b) Notwithstanding Subparagraph (a), in the event of the accidental death of
the Director while traveling on behalf of the Company and while in the
performance of his duties on behalf of the Company, the heirs or personal
representatives of the Director shall be entitled to receive, as a lump sum
payment of, the balance of the salary and stock then owing to the Director for
the balance of the Term.
9. Assignment and Transfer
(a) Director's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, and any purported assignment,
transfer, or delegation thereof shall be void.
(b) This Agreement shall inure to the benefit of, and be enforceable by, any
purchaser of substantially all of Company's assets, any corporate successor to
Company or any assignee thereof.
10. Obligations Surviving Expiration or Termination
Director's and Company's obligations under Section 3, relating to proprietary
information, and Sections 4 and 5 shall survive expiration or termination of
this Agreement and termination of employment hereunder for any reason. All such
obligations shall be binding upon Director's heirs and personal representatives
and shall inure to the benefit of Company's successors and assigns.
11. No Inconsistent Obligations
Director represents and warrants that there exist no obligations, legal of
otherwise, inconsistent with the terms of this Agreement or with Director
undertaking employment with Company. Director will not disclose to Company, or
use, or induce Company to use, any proprietary information or trade secrets of
others.
12. Obligations of or to Other Entities: Indemnification. Director represents
and warrants that there exist no obligations or liabilities of or claims
against, and that Director has no obligations of any kind to, any corporation,
partnership or other business entity, of which Director is or was a principal
shareholder, partner or principal owner, other than those which have been
disclosed in writing to Company.
13. Notwithstanding anything to the contrary herein, in the event there is a
change of control of the Company prior to the expiration of the Term, the
Director shall be entitled, by ninety (90) days' notice in writing given to the
Company within thirty (30) days following the aforementioned change of control,
to terminate his employment with the Company. In the event of such
termination, the Director shall be entitled to receive, as at the date of such
termination, a lump sum payment equal to the balance of the salary then owing
to the Director for the remainder of the Term. In addition, at the date of
such termination, all options granted to the Director pursuant to Paragraph 2
that have not then vested in the Director shall be deemed to have been vested
and to be immediately exercisable by the Director. If Director has any stock of
any class, restricted and non restricted it shall be deemed to have been vested
and to be immediately exercisable by the Director. As used herein, "change of
control" means any change of responsibility or position that is not
preapproved by the Director in writing.
14. Miscellaneous
(a) Legal Fees. Should either party hereto, or any heir, personal
representative, successor or assign of either party hereto, resort to
litigation or arbitration to enforce this Agreement, the party or parties
prevailing In such litigation or arbitration shall be entitled, in addition to
such other relief as may be granted, to recover its or their reasonable legal
fees and costs in such litigation or arbitration from the party or parties
against whom enforcement was sought.
(b) Governing Law. This Agreement shall be governed by and construed
according to the laws of the United States and shall be treated as an Nevada
contract.
(c) Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto and supersedes any prior or
contemporaneous written or oral agreements between them respecting the subject
matter hereof.
(d) Amendments. This Agreement may be amended only by a writing signed by
Director and by a representative of Company duly authorized.
(e) Severability. If any term, provision, or condition of this Agreement, or
the application thereof to any person, place or circumstance, shall be held to
be invalid, unenforceable, or void, the remainder of this Agreement and such
term, provision, covenant, or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
(f) Construction. The headings and captions of this Agreement are provided
for convenience only and are intended to have no effect in construing or
interpreting this Agreement. The language in all parts of this Agreement shall
be in all cases construed according to its fair meaning and not strictly for or
against Company or Executive. "Person" or "persons" shall mean any person,
firm, partnership, trust, government, corporation or other legal entity,
including any combination of them.
(g) Rights Cumulative. The rights and remedies provided by this Agreement are
cumulative, and the exercise of any right or remedy by either party hereto (or
by its successor), whether pursuant to this Agreement, to any other agreement,
or to law, shall not preclude or waive its right to exercise any or all other
rights and remedies.
(h) No waiver. No failure or neglect or either party hereto to any instance
to exercise any right, power, or privilege hereunder or under law shall
constitute a waiver of any other right, power, or privilege or of the same
right, power or privilege in any other instance. All waivers by either party
hereto must be contained in a written instrument signed by the party to be
charged and, in the case of Company, by an officer of Company (other than
Director ) or other person duly authorized by Company.
(i) Remedy for Breach. The parties hereto agree that, in the event of breach
or threatened breach of any covenants of Director, the damage or imminent
damage to the value and the goodwill of Company's business shall be
inestimable, and that therefore any remedy at law or in damages shall be
inadequate. Accordingly, the parties hereto agree that Company shall be
entitled to injunctive relief against Director in the event of any breach or
threatened breach of any such provisions by Director, in addition to any other
relief (including damages) available to Company under this Agreement or under
law.
(j)Notices. Any notice, request, consent, or approval required or permitted to
be given under this Agreement or pursuant to law shall be sufficient if in
writing, and if and when sent by carried or registered mail, with postage
prepaid, to Director's residence (as noted in Company's records), or to
Company's principal office, as the case may be.
(k)Assistance in Litigation. Executive shall, during and after termination of
employment, upon reasonable notice, furnish such information and proper
assistance to the Company as any reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or any become, a party.
(l)Advice of Counsel. Director acknowledges that he has had the opportunity to
consult legal counsel of his choice with regard to this agreement, that he has
read any understood his agreement, and that he is fully aware of its legal
effect and that he has entered into it freely and voluntarily and based on his
own judgment, with advice of counsel, and not based on any representations or
promises by Company, or third parties, other than those contained in this
agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first written above.
DIRECTOR
/S/▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
Employee
/s/▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
President ▇▇▇▇▇▇ Communications
/S/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman ▇▇▇▇▇▇ Communications
/S/▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
President/CEO
▇▇▇▇▇▇▇▇ Digicom, Inc.
