EX-10.23
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is made and
effective this November 7, 2001, by and between Platforms Wireless
International Corporation, An Oklahoma Corporation ("Company") and
▇▇▇▇▇▇ ▇. Gravelec ("Executive").
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment.
Company hereby agrees to continue to employ Executive as its Vice-
President, General Counsel and Secretary and Executive hereby accepts
such employment in accordance with the terms of this Agreement and
the terms of employment applicable to regular employees of Company.
In the event of any conflict or ambiguity between the terms of this
Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control. Election or appointment of
Executive to another office or position, regardless of whether such
office or position is inferior to Executive's initial office or
position, shall not be a breach of this Agreement.
2. Duties of Executive.
The duties of Executive shall include the performance of all of the
duties typical of the office held by Executive as described in the
bylaws of the Company and such other duties and projects s may be
assigned by a superior officer of the Company, if any, or the board
of directors of the Company. Executive shall devote his entire
productive time, ability and attention to the business of the Company
and shall perform all duties in a professional, ethical and
businesslike manner. Executive will not, during the term of this
Agreement, directly or indirectly engage in any other business,
either as an employee, employer, consultant, principal, officer,
director, advisor, or in any other capacity, either with or without
conversation, without the prior written consent of Company. Further,
Executive shall not engage in any business that is considered in
competition with the Company's business for three years after the
termination of this agreement.
3. Compensation.
Executive will be paid compensation during this Agreement as follows:
A. A base salary of "One hundred twenty thousand" ($120,000} per
year, payable in installments of $5,000.00 per month with the balance
accrued until such time as the Company has sufficient cash to pay it.
Executive shall have the right to take his salary in restricted
Company common stock valued at the closing price of the shares on the
date the election is made. In addition to the base salary outlined
above Executive shall receive Company restricted common stock as
follows: 500,000 shares upon signing this agreement, 500,000 shares
at his first anniversary of employment, 1,000,000 shares at his
second anniversary of employment and 1,000,000 shares at his third
anniversary of employment. The base salary shall be adjusted at the
end of each year of employment at the discretion of the Board of Directors.
4. Benefits.
A. Holidays. Executive will be entitled to at least 7 paid holidays
each calendar year and 5 personal days. Company will notify Executive
on or about the beginning of each calendar year with respect to the
holiday schedule for the coming year. Personal holidays, if any, will
be scheduled in advance subject to requirements of Company. Such
holidays must be taken during the calendar year and cannot be carried
forward into the next year. Executive is not entitled to any
personal holidays during the first six months of employment.
B Vacation. Following the first six months of employment, Executive
shall be entitled to fifteen paid vacation days each year.
C. Sick Leave. Executive shall be entitled to sick leave and
emergency leave according to the regular policies and procedures of
Company. Additional sick leave or emergency leave over and above paid
leave provided by the Company, if any, shall be unpaid and shall be
granted at the discretion of the board of directors.
D. Pension and Profit Sharing Plans. Executive shall be entitled to
participate in any pension or profit sharing plan or other type of
plan adopted by Company for the benefit of its officers and/or
regular employees.
E. Expense Reimbursement. Executive shall be entitled to
reimbursement for all reasonable expenses, including travel and
entertainment, incurred by Executive in the performance of
Executive's duties. Executive will maintain records and written
receipts as required by the Company policy and reasonably requested
by the board of directors to substantiate such expenses.
5. Term and Termination
A. The Initial Term of this Agreement shall commence on November 7,
2001 and it shall continue in effect for a period of Three (3) years.
Thereafter, the Agreement shall be renewed upon the mutual agreement
of Executive and Company. This Agreement and Executive's employment
may be terminated at Company's discretion during the Initial Term,
provided that Company shall pay to Executive an amount equal to
payment at Executive's base salary rate for the remaining period of
Initial Term. In the event of such termination, Executive shall not
be entitled to any incentive salary payment or any other compensation
then in effect, prorated or otherwise.
B. This Agreement may be terminated by executive at Executive's
discretion by providing at least thirty (30) days prior written
notice to Company. In the event of termination by Executive
pursuant to this subsection, Company may immediately relieve
Executive of all duties and immediately terminate this Agreement,
provided that Company shall pay Executive at the then applicable base
salary rate to the termination date included in Executive's original
termination notice.
C. In the event that Executive is in breach of any material
obligation owed Company in this Agreement, habitually neglects the
duties to be performed under this Agreement, engages in any conduct
which is dishonest, damages the reputation or standing of the Company
or is convicted of any criminal act or engages in any act of moral
turpitude, then Company may terminate this Agreement upon five (5)
days notice to Executive. In event of termination of the Agreement
pursuant to this subsection, Executive shall be paid only at the then
applicable base salary rate up to and including the date of
termination. Executive shall not be paid any incentive salary
payments or other compensation prorated or otherwise.
D. In the event Company is acquired, or sells all or substantially
all of its assets, this Agreement shall not be terminated and Company
agrees to use its best efforts to ensure that the transferee or
surviving company is bound by the provisions of this Agreement.
6. Notices.
Any notice required by this Agreement or given in connection with it,
shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or
recognized overnight delivery services;
If to Company:
Platforms International Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Executive:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇., #▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
7. Final Agreement.
This Agreement terminates and supersedes all prior understandings or
agreements on the subject matter hereof. This Agreement may be
modified only by a further writing that is duly executed by both parties.
8. Governing Law.
This Agreement shall be construed and enforced in accordance with the
laws of the state of California.
9. Headings.
Headings, used in this Agreement are provided for convenience only
and shall not be used to construe meaning or intent.
10. No Assignment.
Neither this Agreement nor any or interest in this Agreement may be
assigned by Executive without the prior express written approval of
Company, which may be withheld by Company at Company's absolute discretion.
11. Severability.
If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been included.
12. Arbitration.
The parties agree that they will use their best efforts to amicably
resolve any dispute arising out of or relating to this Agreement.
Any controversy, claim or dispute that cannot be so resolved shall be
settled by final binding arbitration in accordance with the rules of
the American Arbitration Association and judgment upon the award
rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof. Any such arbitration shall be conducted
in Los Angeles, California, or such other place as may be mutually
agreed upon by the parties. Within fifteen (15) days after the
commencement of the arbitration, each party shall select one person
to act as arbitrator, and the two arbitrators so selected shall
select a third arbitrator within ten (10) days of their appointment.
Each party shall bear its own costs and expenses and an equal share
of the arbitrator's expenses and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
Platforms Wireless International Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President & CFO
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇