[EXHIBIT 10.1]
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into
as of the 24th day of June, 2003, at Brooklyn, New York, by and between ▇▇▇▇▇
▇▇▇▇▇▇ ("Doiban") and Lorcom Technologies, Inc. ("Lorcom" or the "Company"), a
Delaware corporation.
RECITALS
WHEREAS, Doiban is an experienced executive in the construction
technology industry as evidenced by Doiban's resume appended hereto and
incorporated herein by reference; and
WHEREAS, Lorcom desires to employ an experienced executive in the
wireless communications industry as the Company's Chief Executive Officer.
NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, Doiban and Lorcom agree as follows:
1. EMPLOYMENT. Conditioned upon all of the recitals being true and correct,
Lorcom will employ Doiban and Doiban accepts employment from Lorcom upon
the terms and conditions contained in this Agreement.
2. TERM. Lorcom will employ Doiban for twenty-four (24) months beginning July
1, 2003, and ending on June 30, 2005. Not less than one hundred and twenty
(120) days prior to the expiration of this Agreement, Doiban shall contact
the Company to discuss whether this Agreement will be modified and/or
extended.
3. DUTIES. Doiban is engaged as Chief Executive Officer of the Company. Doiban
will report to the Board of Directors of the Company. His duties include
the following:
3.1 exercise management responsibility over all business and operational
activities of Lorcom and ensure the administration of applicable
fiscal and personnel policies; and
3.2 direct and coordinate all business and operational activities of all
Lorcom divisions inclusive of monitoring overall compliance with
applicable policies and procedures to ensure required proprietary and
consistency of actions; and
3.3 confer with the Board of Directors and appropriate government
representatives to analyze and recommend priorities and goals for
wireless communications and development needs; and
3.4 determine fiscal requirements for each of the current divisions as
well as any future divisions; review proposed budgets for accuracy in
conjunction with the Company's controller, accountants and auditors;
monitor, verify and approve expenditure of budgeted funds in
conjunction with the Company's controller, accountants and auditors;
and
3.5 interpret and administer policies pertaining to the hiring and
placement of employees; direct the preparation of reports reflecting
business and personnel activities; and
3.6 direct the purchasing of services, equipment and materials; administer
a program of property management and accountability; and
3.7 plan and schedule work for the Company's divisions ensuring proper
distribution of assignments and adequate staffing, space and
facilities for subsequent performance of duties; and
3.8 plan and conduct meetings with management subordinates to ensure
compliance with established practices, to implement new policies, and
to keep employees aware of changes and current standards; and
3.9 perform other related duties incidental to the work described herein.
4. COMPENSATION. Lorcom will pay to Doiban compensation as follows:
4.1 BASE COMPENSATION. Lorcom will pay to Doiban an initial base salary of
One Hundred Four Thousand Dollars ($104,000.00) less legal
withholdings, in accordance with company payroll policy.
4.2 BONUS. The Company has no guaranty of a yearly bonus. The Board of
Directors, in their sole discretion, shall determine the
appropriateness and amount of any bonus to be paid to Doiban.
4.3 ANTI-DILUTION OF SECURITIES. Lorcom acknowledges that at the time of
execution of this Agreement, Doiban is the owner of approximately
fifty-three percent (53%) of the issued and outstanding common shares
of the Company. During the term of this Agreement and any subsequent
employment agreement between the Company and Doiban, Doiban shall be
entitled to purchase shares sufficient to maintain percentage
ownership in the Company of not less than fifty-one percent (51%) of
the issued and outstanding shares on a fully diluted basis. Doiban
shall be entitled to purchase shares sufficient to maintain his
percentage ownership as set forth above at a share price to be
determined by the Board of Directors, but in no event shall the share
price be greater than the lowest price per share paid by any
shareholder during the term of this Agreement. However, in the event
the Company becomes a public entity, then this anti-dilution provision
shall be null and void.
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4.4 In addition to payment of the fees described above, Lorcom shall
reimburse Doiban for such reasonable out-of-pocket expenses (such as
travel expenses) incurred directly in connection with the performance
of the services hereunder.
5. EXTENT OF SERVICES. Doiban will devote all of his time, attention, and
energies into the business of Lorcom, and shall not, during the term of
this Agreement, and successive terms of this Agreement, if applicable,
be engaged in any conflicting business or activity without the prior
written consent of the Lorcom Board of Directors. For purposes of this
Agreement, the term "conflicting business" shall be defined as any
business which directly competes with the business of Lorcom.
6. DOIBAN PERFORMANCE REVIEW. Within thirty (30) days after the expiration
of the first six (6) months of this Agreement, the Company's Board of
Directors will review Doiban's performance and provide Doiban with an
opportunity to discuss the review with a representative of the Board.
Doiban may waive this provision in his sole discretion.
7. TRADE SECRETS/NON-COMPETITION.
7.1 TRADE SECRETS.
7.1.1 It is the express intent of the parties of this Agreement
that any and all such information exchanged between the
parties is to be considered as confidential and proprietary
information and shall not be used or be disclosed to any
person or entity without the express written permission of
the party providing such information (the "furnishing
party") or as otherwise provided herein. For purposes of
this Agreement, the term "Information" shall mean all
written information, which we deem to be confidential and
proprietary to us, relating to our Products (including, but
not limited to, data, know-how, technical and non-technical
materials, and product samples and specifications) which we
shall deliver to you pursuant to this Agreement and which
shall be in writing with the cover pages stamped
"Confidential".
7.1.2 Doiban promises and agrees that he will not disclose or
utilize any trade secrets, confidential information, or
other proprietary information acquired during the course of
his service with Lorcom and/or its related business
entities. As used herein "trade secret" means the whole or
any portion or phase of any formula, pattern, device,
combination of devices, or compilation of information which
is for use, or is used, in the operation of Lorcom' s
business and which provides Lorcom an advantage, or an
opportunity to obtain an advantage, over those who do not
know or use it. "Trade secret" also includes any scientific,
technical, or commercial information, including any design,
list of suppliers, list of customers, or improvement
thereof, as well as pricing information or methodology,
contractual arrangement with vendors or suppliers, business
development plans or activities, or Lorcom financial
information. However, "trade secret" shall not include
information that is known to the public generally or is
obtained through sources outside Lorcom.
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7.1.3 During the term of this Agreement and for a period of
twenty-four (24) months from the expiration or termination
of this Agreement, and provided that Lorcom does not
terminate this Agreement without cause prior to the
expiration of the initial six (6) months of this Agreement,
Doiban agrees to refrain from engaging in a business which
directly competes with the business of Lorcom, whether as a
partner, consultant, owner, director, officer or employee,
from soliciting current or former contacts of Lorcom
worldwide, from soliciting existing contacts of Lorcom
wherever located, and from disclosing customer lists, trade
secrets and other confidential information.
7.1.4 For a period of twenty-four (24) months from the expiration
or termination of this Agreement, Doiban promises and agrees
that he will not, without the express written consent of the
Lorcom Board of Directors, which consent will not be
unreasonably withheld, directly or indirectly employ, or
directly or indirectly solicit to employ as a consultant or
employee, any person who is exclusively employed as a
consultant or employee of Lorcom as of July 1, 2003, or any
person who was an employee or consultant of Lorcom during
the six (6) months preceding July 1, 2003.
7.1.5 Doiban understands that Lorcom is subject to the Foreign
Corrupt Practices Act as enacted in the United States which
prohibits any U.S. company from offering monetary or other
incentives to procure contracts to individuals, entities, or
government employees to which the individuals, entities, or
government employees would otherwise have no entitlement. In
recognition of this prohibition, Doiban promises to refrain
from any activity which would violate this prohibition or
give the appearance of a violation. Further, Doiban agrees
to indemnify and hold Lorcom harmless from any claims or
damages resulting from an act or omission attributable to
Doiban which would result in damages being imputed to, or
assessed against Lorcom.
7.2 INJUNCTIVE RELIEF. In recognition of the possibility that any
violation of this provision by Doiban may cause irreparable or
indeterminate damage of injury to Lorcom, Doiban expressly stipulates
and agrees that Lorcom shall be entitled, upon five (5) business days
written notice to Doiban, to obtain an injunction from any court of
competent jurisdiction restraining any violation or threatened
violation of this provision. Such right to an injunction shall be in
addition to, and not in limitation of, any other rights or remedies
Lorcom may have for damages.
8. NEW TECHNOLOGIES, PROCESS, ETC. Doiban agrees to promptly disclose to
the Company any inventions, technologies, processes or discoveries by
Doiban of any kind and nature whatsoever which he makes, discovers, or
devises as a result of, or in connection with, this employment by the
Company which inventions, technologies, processes or discoveries are
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reasonably related to the business of the Company. Doiban shall assign
and transfer all of his right, title and interest in and to any such
inventions, technologies, processes or discoveries to the Company.
Further, Doiban agrees to execute any and all documents reasonably
requested by the Company to obtain patents or otherwise protect the
proprietary nature of the inventions, technologies, processes or
discoveries.
9. TERMINATION AND SEVERANCE.
9.1 TERMINATION EVENTS.
9.1.1 This Agreement shall terminate automatically in the event of
Doiban's death, permanent disability or Doiban's conviction
of a felony. As used in this Agreement "permanent
disability" shall mean Doiban's inability to perform
services hereunder for a period of four (4) consecutive
months or for six (6) months in any twelve consecutive
twelve (12) month period.
9.1.2 This Agreement shall terminate upon written notice from
Lorcom to Doiban in the event of (a) Doiban's failure or
refusal to perform reasonable directives of Lorcom when such
directives are consistent with the scope and nature of
Doiban's duties and responsibilities hereunder; or (b) any
gross or willful misconduct of Doiban resulting in loss to
Lorcom; or (c) Doiban's conviction of a felony.
9.1.3 Lorcom or Doiban may terminate this Agreement upon ninety
(90) days written notice to the other.
Upon termination, Doiban shall return to the Company
all material related to Lorcom's operations.
9.2 SEVERANCE PAY UPON TERMINATION
9.2.1 Upon termination pursuant to Doiban's death or permanent
disability, Doiban will be entitled to receive all
compensation and benefits through the date of termination.
9.2.2 In the event of termination resulting from a felony
conviction pertaining to Doiban's employment, Doiban will
only be entitled to receive his base salary through the date
of termination.
9.2.3 If Doiban gives notice to terminate this Agreement within
the first six (6) months, then Doiban will only be entitled
to receive his base compensation through the date of
termination. If Doiban terminates this Agreement after the
first six (6) months, then Doiban will be entitled to
receive his base salary through the date of termination and
any securities prorated through the date of termination.
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9.2.4 If Doiban is terminated by Lorcom within the first six (6)
months, he shall receive all compensation and benefits
through the first six (6) months. If Doiban is terminated in
the second six (6) months, he shall receive all compensation
and benefits through one (1) month following termination. If
Doiban is terminated anytime following the second six (6)
months, he shall receive all compensation and benefits
through three (3) months following termination.
10. ENTIRE AGREEMENT. This Agreement represents the entire understanding and
agreement between the parties with respect to the subject matter of this
Agreement, and supersedes all other negotiations, understandings (including
any prior employment agreement) and representations, if any, made between
such parties.
11. AMENDMENTS. This Agreement shall not be altered, amended or modified unless
it be in writing and signed by all parties to this Agreement.
12. ASSIGNMENTS. Neither the Company nor Doiban may assign or transfer this
Agreement or any obligation under this Agreement without the prior written
approval of the other.
13. BINDING EFFECT. All of the terms and provisions of this Agreement, whether
so expressed or not, shall be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective personal representatives,
legal representatives, heirs, successors and permitted assigns.
14. SEVERABI1ITY. If any provision of this Agreement or any other agreement
entered into pursuant to this Agreement is contrary to, prohibited by or
deemed invalid under applicable law or regulation, such provision shall be
inapplicable and deemed omitted to the extent so contrary, prohibited or
deemed invalid under applicable law or regulation, such provision shall be
inapplicable and deemed omitted to the extent so contrary, prohibited or
invalid, but the remainder of such provision shall not be invalidated and
shall be given full force and effect so far as possible. If any provision
of this Agreement may be construed in two or more ways, one of which would
render the provision invalid or otherwise voidable or unenforceable and
another of which would render the provision valid and enforceable, such
provision shall have the meaning which renders it valid and enforceable.
15. NOTICES. All notices, requests, demands, consents and other communications
required or permitted under this Agreement shall be in writing (including
telex and telegraphic communication) and shall be (as elected by the person
giving such notice) hand delivered by messenger or courier service,
telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:
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If to Doiban: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Company: Lorcom Technologies, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.A.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Each such notice shall be deemed delivered: (a) on the date delivered if by
personal delivery; (b) on the date of transmission with confirmed answer
back if by telefax or other telegraphic method; or (c) on the date upon
which the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities or courier service as not deliverable,
as the case may be, if mailed or couriered.
16. JURISDICTION AND VENUE. The parties acknowledge that a substantial portion
of negotiations, anticipated performance and execution of this Agreement
occurred or shall occur in Kings County, New York. Regardless of any
location of such occurrences, each of the parties irrevocably and
unconditionally: (a) agrees that any suit, action or legal proceeding
arising out of or relating to this Agreement shall be brought in the courts
of record of the State of New York in Kings County or the Federal District
Court of the United States, Southern District of New York; (b) consents to
the jurisdiction of each such court in any such suit, action or proceeding;
(c) waives any objection which it may have to the laying of venue of any
such suit, action or proceeding in any of such courts; and (d) agrees that
service of any court paper may be effected on such party by mail, as
provided in this Agreement, or in such other manner as may be provided
under applicable laws or court rules in State of New York.
17. ATTORNEYS FEES: The parties covenant and agree that if a default or
disagreement occurs pursuant to or concerning this Agreement which
necessitates legal proceedings, the prevailing party shall be entitled to
recover reasonable costs and attorneys fees, inclusive of appellate and
bankruptcy proceedings.
18. GOVERNING LAW. This Agreement and all transactions contemplated by this
Agreement shall be governed by, and construed and enforced in accordance
with, the internal laws of the State of New York without regard to
principles of conflicts of laws.
19. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
when so executed shall be deemed to be an original and such counterparts
shall together constitute one and the same instrument.
20. OTHER OBLIGATIONS OF THE COMPANY. The Company will add Doiban to the
Company's Director and Officer's Liability Policy, said coverage to
commence and continue during Doiban's term of employment with the Company.
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IN WITNESS WHEREOF, the parties have executed this Agreement this 24th day of
June, 2003.
LORCOM TECHNOLOGIES, INC.
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: Vice President of Operations
Employee:
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇
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