EMPLOYMENT CONTRACT
By this Agreement, Network America, Inc. (the "Employer"), with a
corporate office located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, employs ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employee"), of ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, who accepts employment on the
following terms and conditions:
ARTICLE 1: TERM OF EMPLOYMENT
1.01. Term. The term of this Agreement shall begin on
January 1, 2000, and shall terminate on December 31, 2000.
ARTICLE 2: DUTIES OF EMPLOYEE
2.01. Duties. The Employee shall serve as the Employer's
President and shall perform all duties commonly discharged by a person in
such position and such other duties of a similar nature as may be
required from time to time by the Employer. If the Employee is elected
or appointed a director of the Employer, the Employee shall serve in such
capacity without further compensation. Nothing shall be construed,
however, to require the Employee's election or appointment as a director.
2.02. Satisfactory Performance of Duties. The employment of
the Employee shall continue only as long as the services rendered by the
Employee are satisfactory to the Employer, regardless of any other
provision contained in this Agreement. The Employer shall be the sole
judge as to whether the services of the Employee are satisfactory.
ARTICLE 3: EMPLOYEE'S OBLIGATIONS OTHER THAN TO PERFORM SERVICES
3.01. Company Policy. The Employee agrees to perform his
duties under this Agreement in accordance with Employer's company policy
as such policy may be implemented or modified from time to time during
the term of this Agreement. Violation of any material provision of any
company policy shall constitute good cause for termination of the
services of the Employee under this Agreement.
3.02. Noncompetition By Employee. During the term of this
Agreement, the Employee shall not, directly or indirectly, either as an
employee, employer, consultant, agent, principal, partner, stockholder,
corporate officer, director, or in any other individual or representative
capacity, engage or participate in any business that is in competition in
any manner whatever with the business of the Employer. Violation of the
terms contained in this Paragraph shall constitute good cause for
termination of the services of the Employee under this Agreement.
3.03. Indemnification. The Employee shall indemnify and hold
harmless the Employer from all liability from loss, damage, or injury to
persons or property resulting from the negligence or misconduct of the
Employee committed in the scope of the Employee's employment.
ARTICLE 4: COMPENSATION
4.01. Basic Compensation. As base compensation for all services
rendered under this Agreement, the Employer shall pay to the Employee a
base salary of $150,000 per year, payable in equal biweekly installments
during the period of employment, which shall be subject to withholding
and other applicable taxes. The amount paid is to be prorated for any
partial employment period. Thereafter, at the sole discretion of
Employer's Board of Directors, Employee may receive reasonable increases
in his base salary commensurate with Employee's performance and
Employer's performance.
ARTICLE 5: EMPLOYEE BENEFITS AND BONUSES
5.01. Payment of Medical and Dental Insurance Premiums. The
Employer agrees to pay all of the Employee's insurance premiums
(including dependent coverage, if elected by Employee).
5.02. Death Benefit. If the Employee dies during the term of
this Agreement, the Employer shall pay to the Employee's estate the
compensation that would otherwise be payable to the Employee up to the
end of the month in which his death occurs. In addition, within thirty
(30) days of the Employee's death, the Employer shall pay an amount
equivalent to four (4) months of Employee's base salary to the Employee's
surviving spouse, or, if his spouse is not then living, to the Employee's
surviving children in equal shares, or, if there are no surviving
children, to the Employee's estate.
5.03. Nonstatutory Stock Options. Grant of employment Option.
By this Paragraph, the Employer agrees that it will cause to be granted,
and uniView Technologies Corporation ("UVEW") agrees to grant, to the
Employee an option (the "Option") to purchase 50,000 shares of common
stock of UVEW (or successor) ("Common Shares") at a purchase price of
Three and 50/100 Dollars ($3.50) per share. This Option shall vest
immediately upon execution by the Employee of this Agreement, pursuant to
the Employee's agreement to remain employed with the Employer through
December 31, 2000. If the Employer's Board of Directors elects to renew
this Agreement at December 31, 2000, the Employer agrees that it will
cause to be granted, and uniView Technologies Corporation ("UVEW") agrees
to grant, to the Employee another Option to purchase 50,000 Common Shares
at a purchase price of Three and 50/100 Dollars ($3.50) per share. This
Option shall vest immediately upon execution by the Employee of a like
agreement, pursuant to the Employee's agreement to remain employed with
the Employer through December 31, 2001. Any vested portion of such an
Option may be exercised in whole or in part at any time within five (5)
years from date of grant.
Agreement to grant incentive Option. By this Paragraph, the
Employer agrees that it will cause to be granted, and uniView
Technologies Corporation ("UVEW") agrees to grant, to the Employee an
option (the "Option") to purchase 100,000 Common Shares, provided that
Employer achieves a net profit by December 31, 2000. Such options shall
be exercisable for five (5) years at a purchase price of Three and 50/100
Dollars ($3.50) per share and shall vest immediately upon grant.
Description of Option. It is agreed that the Employee shall not
have any of the rights of, nor be treated as, a shareholder with respect
to the shares subject to this Option until he has exercised the Option,
delivery of the stock certificates for such shares has been made to the
Employee, and he has become the shareholder of record of such shares. No
part of this Option shall be transferable otherwise than by will or the
laws of descent and distribution, and any portion of this Option may be
exercised, during the lifetime of the Employee, only by him. More
particularly (but without limiting the generality of the foregoing), any
portion of this Option may not be assigned, transferred (except as
provided above), pledged, or hypothecated in any way, shall not be
assignable by operation of law, and shall not be subject to execution,
attachment, or similar process. Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of any portion of this Option
contrary to the provisions hereof, and the levy of any execution,
attachment, or similar process upon this Option, shall be null and void
and without effect. In the event of the Employee's death during the term
of this Option, then this Option may be exercised by his executors,
administrators, or other legal representatives, heirs, legatees, next of
kin, or distributees. In the event of any termination of this Agreement
that is either (a) for cause or (b) voluntary on the part of the Employee
and without the consent of the Employer, any unvested portion of the
Option shall immediately terminate.
Method of exercising vested portion of the Option. Such Option
may be exercised, in whole at any time or in part from time to time, by
giving to UVEW notice in writing to that effect. Within ten (10) days
after the receipt by it of notice of exercise of such Option, UVEW shall
cause certificates for the number of shares with respect to which such
Option is exercised to be issued in the name of Employee or his
executors, administrators, or other legal representatives, heirs,
legatees, next of kin, or distributees, and to be delivered to the
Employee or his executors, administrators, or other legal representatives,
heirs, legatees, next of kin, or distributees. Payment of the
purchase price for the shares with respect to which such Option is
exercised shall be made to UVEW upon the exercise of such Option. In
lieu of delivering physical certificates representing the shares issuable
upon exercise, provided UVEW's transfer agent is participating in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer
("FAST") program, upon request of the Employee, UVEW agrees to use its
best efforts to cause its transfer agent to electronically transmit the
Common Stock issuable upon exercise to the Employee by crediting the
account of the Employee's prime broker with DTC through its Deposit
Withdrawal Agent Commission ("DWAC") system.
Changes in capital structure If all or any portion of the Option
shall be exercised subsequent to any share dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of
shares, separation, reorganization, or liquidation occurring after the
date hereof, as a result of which shares of any class shall be issued in
respect of outstanding Common Shares or Common Shares shall be changed
into the same or a different number of shares of the same or another
class or classes, the person or persons so exercising the Option shall
receive, for the aggregate price paid upon such exercise, the aggregate
number and class of shares which, if Common Shares (as authorized at the
date hereof) had been purchased at the date hereof for the same aggregate
price (on the basis of the price per share set forth above) and had not
been disposed of, such person or persons would be holding, at the time of
such exercise, as a result of such purchase and all such share dividends,
split-ups, recapitalizations, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations, or liquidations;
provided, however, that no fractional share shall be issued upon any such
exercise, and the aggregate price paid shall be appropriately reduced on
account of any fractional share not issued.
Representation as to investment intent. The exercise of such Option
and the delivery of the shares subject to it will be contingent upon UVEW
being furnished by Employee, his legal representatives, or other persons
entitled to exercise such Option a statement in writing that at the time
of such exercise it is his or their intention to acquire the shares being
purchased solely for investment purposes and not with a view to
distribution.
Nonstatutory Stock Option. The Option granted in this Paragraph
is intended not to qualify as an incentive stock Option within the
meaning of Section 422 of the Internal Revenue Code of 1986 and shall be
so construed.
5.04. Other Benefits. During the term of this Agreement
the Employee shall be entitled to participate in the Employer's 401(k)
Plan, any hospital, surgical, medical, disability, and dental benefit
plan adopted by the Employer, and shall be entitled to an annual vacation
leave, paid holidays, paid sick leave, and other benefits in accordance
with Employer's company policy. The Employee may be entitled to receive,
in the sole discretion of the Employer's Board of Directors, such other
benefits or bonuses as may from time to time be declared by such Board.
ARTICLE 6: REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEE
6.01. Business Expenses. The Employee is authorized to incur
reasonable business expenses in performing his duties of employment and
for promoting the Employer's business, including expenses for
entertainment, travel, and similar items. The Employer will reimburse
the Employee for all such expenses upon the Employee's periodic
presentation of an itemized account of such expenditures and supporting
documentation.
ARTICLE 7: PROPERTY RIGHTS OF PARTIES
7.01. Trade Secrets. During the term of employment, the
Employee will have access to and become familiar with various trade
secrets, consisting of formulas, devices, secret inventions, processes,
and compilations of information, records, and specifications, owned by
the Employer and regularly used in the operation of the business of the
Employer. The Employee shall not disclose any such trade secrets,
directly or indirectly, nor use them in any way, either during the term
of this Agreement or at any time thereafter, except as required in the
course of his employment. All files, records, documents, drawings,
specifications, equipment, and similar items relating to the business of
the Employer, whether or not prepared by the Employee, shall remain the
exclusive property of the Employer and shall not be removed from the
premises of the Employer under any circumstances without the prior
written consent of the Employer. The Employee agrees that any violation
by the Employee of any of the terms of this Paragraph will result in
irreparable harm to the Employer and that the Employer shall be entitled
to an immediate Temporary Restraining Order and injunction against the
Employee to prevent any such violations by the Employee.
7.02. Return of Employer's Property. Except as otherwise
provided in this Agreement, on the termination of employment or whenever
requested by the Employer, the Employee shall immediately deliver to the
Employer in good condition, ordinary wear and tear excepted, all property
in the Employee's possession or under the Employee's control belonging to
the Employer.
ARTICLE 8: OBLIGATIONS OF EMPLOYER
8.01. Indemnification of Losses of Employee. Except for losses
arising from the Employee's negligence or misconduct, the Employer shall
indemnify the Employee for all losses sustained by the Employee as a
direct result of the discharge of his duties required by this Agreement.
8.02. Working Conditions. The Employer will provide the Employee
with a private office, secretarial and stenographic services, and any
other facilities and services as are suitable to the Employee's position
or required for the performance of his duties.
ARTICLE 9: TERMINATION
9.01. Termination by Either Party Without Cause. This
Agreement may be terminated by either party without cause by giving
thirty (30) days' written notice of termination to the other party. Such
termination shall not prejudice any remedy that the terminating party may
have at law or in equity. Such termination "without cause" shall include
(a) resignation of the Employee at the Employer's request at a time when
no cause for termination exists, and (b) termination by the Employee as a
result of a reduction in compensation or benefits (which is not a part of
a prorata reduction in executive compensation or benefits for the
Employer's senior executives) or as a result of a significant reduction
in the Employee's responsibilities, and such termination occurs within
sixty (60) days after such reduction. Upon any other voluntary
termination by the Employee all unvested stock options and all other
benefits, including severance pay, which might otherwise accrue to the
Employee upon termination of this Agreement shall immediately terminate
and be of no further force or effect.
9.02. Severance Pay. On termination of employment by Employer
without cause, and in addition to other compensation that may be due to
the Employee as a result of such termination, the Employer shall make a
cash severance payment to the Employee in an amount equal to three (3)
month's base salary (less all amounts required to be withheld and
deducted.) The Employee shall receive additional severance pay under
this Paragraph based on the Employee's length of service and computed at
the rate of one month's pay for every year of service, which length of
service shall in no event extend beyond October 1, 1992.
9.03. Termination by Employer for Cause. The Employer may at its
option immediately terminate this Agreement "for cause," which shall
include resignation by the Employee at the Employer's request at a time
when cause for termination exists, without prejudice to any other remedy
to which the Employer may be entitled either at law, in equity, or under
this Agreement, by giving written notice of termination to the Employee,
if the Employee: (a) Willfully breaches or habitually neglects the
duties that the Employee is required to perform under the terms of this
Agreement; (b) Willfully violates reasonable and substantial rules
governing employee performance; (c) Refuses to obey reasonable orders in
a manner that amounts to insubordination; (d) Commits clearly dishonest
acts toward the Employer; (e) Engages in acts of disruption or violence
such as unprovoked fighting; (f) Engages in conduct which is materially
injurious to the Employer; or (g) Commits a felony or other offense
involving moral turpitude. Upon such termination, all unvested stock
options and all other benefits, including severance pay, which might
otherwise accrue to the Employee upon termination of this Agreement shall
immediately terminate and be of no further force or effect.
9.04. Termination Upon Sale or Change in Control of UVEW. For
purposes of this section, "change in control" means the acquisition by a
person or group, as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, of beneficial ownership of twenty percent (20%) or
more of UVEW's common stock (other than as a result of an issuance of
securities initiated by UVEW in the ordinary course of business), or as a
result of, or in connection with any cash tender or exchange offer,
merger, or other business combination, sale of assets, or contested
election, or any combination of the foregoing transactions, and the
persons who were directors of UVEW before such transactions shall cease
to constitute a majority of the Board of Directors of UVEW or any
successor to UVEW. Upon termination of this Agreement by Employer upon
the sale or change in control of UVEW, the Employer shall cause to be
granted, paid and delivered to Employee, in addition to other amounts
that may be due the Employee under this agreement, all of the following:
(a) cash compensation equal to Employee's annual base salary,
payable in biweekly installments over the twelve-month period
immediately following such termination, beginning on the Employee's
next regularly scheduled payday following the date of termination;
(b) a ▇▇▇▇ of sale to, and a transfer of the licenses for all
software residing upon, a laptop and a home desktop computer, if
any, including all peripheral equipment used in connection
therewith, belonging to the Employer or UVEW which is in the
possession of the Employee which is then being used by the Employee
in the course and scope of his employment; in connection with such
transfer, the Employee shall certify to the Employer that all trade
secrets and other confidential or sensitive information of the
Employer have been removed from the hard drive and memory of such
equipment;
(c) continued maintenance by Employer, for the benefit of the
Employee as if still employed, all employee benefits including group
medical and dental, health and accident, disability, and group life
insurance plans for the twelve-month period immediately following
such termination; provided, however, the Company's obligation to
continue participation in these plans ends on the last day of the
month in which the Employee becomes eligible to participate in such
benefits at any new place of employment. However, the Employer will
continue to provide benefit continuation to the extent required by
federal law;
(d) an assignment of any key man life insurance policy
covering Employee which was in effect at the change in control, with
the premium fully paid by the Employer for the twelve (12) month
period immediately following the date of termination of this
Agreement; and
(e) any unvested portion of any Option held by the Employee
shall immediately vest and, in addition to any other such Option
which may be held by the Employee, a further option (the "Option")
to purchase 150,000 shares of common stock of UVEW (or successor) at
a purchase price of seventy (70%) percent of the average trading
price of the Common Stock, as reported by NASDAQ, for the five (5)
trading days immediately preceding the date the Option is granted.
The Option granted hereunder shall vest immediately upon issuance to
the Employee and may be exercised in whole or in part by the
Employee at any time during a period of five (5) years following the
date of termination under this Agreement. The Employee shall not
have any of the rights of, nor be treated as, a shareholder with
respect to the shares subject to this Option until the Employee has
exercised the Option, delivery of the stock certificates for such
shares has been made to the Employee, and the Employee has become
the shareholder of record of such shares. The Option shall not be
transferable otherwise than by will or the laws of descent and
distribution, and the Option may be exercised, during the lifetime
of the Employee, only by him. More particularly (but without
limiting the generality of the foregoing), the Option may not be
assigned, transferred (except as provided above), pledged, or
hypothecated in any way, shall not be assignable by operation of
law, and shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge, hypothecation,
or other disposition of the Option contrary to the provisions
hereof, and the levy of any execution, attachment, or similar
process upon the Option, shall be null and void and without effect.
Within 30 days after such termination the Employer will cause to be
filed a Registration Statement with the SEC for registration of the
Common Stock underlying all Options held by the Employee, and will
use its best efforts to have such Registration Statement declared
effective at the earliest possible date. The method of exercising
this Option, adjustment in the number of shares of Common Stock
underlying such Option upon a change in capital structure of UVEW
after the date of termination of this Agreement, and the Employee's
representation as to investment intent, shall be as described in
paragraph 5.03 above. The Option granted in this Paragraph is also
intended not to qualify as an incentive stock Option within the
meaning of Section 422 of the Internal Revenue Code of 1986 and
shall be so construed; and
(f) an additional amount necessary to put Employee in the same
after-tax position as if no excise taxes imposed by Section 4999 of
the Internal Revenue Code ("Section 4999") had been imposed on any
payments which are contingent on a change in control and which equal
or exceed three times Employee's average taxable compensation for
the prior five years or his period of employment.
9.05. Effect of Termination on Compensation. In the event of
the termination of this Agreement prior to the completion of the term of
employment specified in Article 1, the Employee shall be entitled to the
compensation earned by the Employee prior to the effective date of
termination as provided for in this Agreement, computed pro rata up to
and including that date. Except as otherwise provided in this Agreement,
the Employee shall be entitled to no further compensation after the date
of termination.
9.06. Monies owed to Employer. To the extent that the Employee
owes the Employer any monies at the time of termination of employment, or
to the extent that taxes are due on any of Employer's benefits, the
Employee authorizes the Employer to withhold such amounts from his final
paycheck or severance payment(s), or from reimbursements or any other
monies due to the Employee.
ARTICLE 10: GENERAL PROVISIONS
10.01. Notices. All notices or other communications required
under this Agreement may be effected either by personal delivery in
writing or by certified mail, return receipt requested. Notice shall be
deemed to have been given when delivered or mailed to the parties at
their respective addresses as set forth above or when mailed to the last
address provided in writing to the other party by the addressee.
10.02. Entirety of Agreement. Except for the Employee
Invention, Copyright and Secrecy Agreement heretofore executed by the
Employee, this Agreement constitutes the entire understanding between the
parties concerning the subject matter hereof. No agreements,
representations, or warranties other than those specifically set forth in
this Agreement shall be binding on any of the parties unless set forth in
writing and signed by both parties. This Agreement supersedes all other
prior agreements, either oral or in writing, between the parties with
respect to the employment of the Employee by the Employer and contains
all of the covenants and agreements between the parties with respect to
such employment in any manner. Each party to this Agreement acknowledges
that no inducements or promises, oral or otherwise, have been made by any
party, or anyone acting on behalf of any party, that are not embodied in
this Agreement.
10.03. Modification. This Agreement shall not be amended,
modified, or altered in any manner except in a writing signed by both
parties.
10.04. Failure to Enforce Not Waiver. Any failure or
delay on the part of either the Employer or the Employee to exercise any
remedy or right under this Agreement shall not operate as a waiver. The
failure of either party to require performance of any of the terms,
covenants, or provisions of this Agreement by the other party shall not
constitute a waiver of any of the rights under the Agreement. No
forbearance by either party to exercise any rights or privileges under
this Agreement shall be construed as a waiver, but all rights and
privileges shall continue in effect as if no forbearance had occurred.
No covenant or condition of this Agreement may be waived except by the
written consent of the waiving party. Any such written waiver of any
term of this Agreement shall be effective only in the specific instance
and for the specific purpose given.
10.05. Law Governing Agreement. This agreement shall be governed
exclusively by and construed in accordance with the laws of the State of
Texas.
10.06. Partial Invalidity. If any provision in this Agreement is
held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions shall remain in full force and
effect, as if this Agreement had been executed without any such invalid
provisions having been included.
10.07. Assignment. The Employer and the Employee acknowledge
that the services to be rendered by the Employee under this Agreement are
unique and personal. Therefore, neither party may assign any rights or
delegate any duties under this Agreement, without the other party's prior
written consent. If either the Employer or the Employee obtains a
consent to an assignment of rights or delegation of duties, rights or
duties under this Agreement shall inure only to the benefit of the
assignee or delagee named in the written instrument, and such consent
shall not be deemed as a general consent to assignment or delegation.
Executed at Dallas, Texas, as of January 1, 2000.
EMPLOYER: Network America, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and CEO
EMPLOYEE: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ACCEPTED AND AGREED: uniView Technologies Corporation
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and CEO