CALLFREE TELECOM COMMUNICATIONS, CORP.
0000 XXXXXXX XXXXXX
XXX XXXXXXXX, XX 00000-0000
(000) 000-0000
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 27th day of May, 1999 by and between Callfree
Telecom Communications, Corp. a New York corporation with its principal offices
at 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxx, Xxx Xxxx 00000 (the "Company"), and Xxxxxx
Xxxxx whose address is 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxx, Xxx Xxxx 00000-0000
(the "Employee").
WITNESSETH:
WHEREAS, the Company desires to obtain the benefit of the services of
Employee, and Employee desires to render such services, on the terms and
conditions hereinafter set forth;
NOW THEREFORE, the parties hereto, in consideration of the premises
and mutual covenants herein contained, hereby agree as follows:
1. Upon the execution of this Agreement, all prior employment agreements,
whether written or oral, between Employee and the Company, or any of its
parents, subsidiaries, affiliates, or predecessor constituent corporations, are
terminated and are of no further force and effect.
2. Subject to the terms and conditions hereinafter set forth, the Company hereby
employs Employee, and Employee hereby enters into the Employ of the Company as
the Company shall from time to time select, for an employment term commencing on
the Effective Date of this Agreement as hereinafter provided, and terminating
two (2) years thereafter (the "Term of Employment").
3. This Agreement shall become effective on the date of the closing of the
minimum public offering of shares of the Company's Common Stock ("the Effective
Date), and shall continue for a period of two (2) years from such Effective
Date.
4. During the Term of Employment, Employee shall render and perform such
executive and managerial services as President & CEO for the Company as may be
assigned to him by or under the authority of the Board of Directors of the
Company. During the Term of Employment, Employee shall hold such other offices
of the Company or its subsidiaries to which he may be appointed by the board of
Directors subject to the by-laws of the Company and the direction and action of
the Board of Directors; it being understood and agreed that all policy in
connection with the operations and conduct of the business of the Company shall
be set by the Board of Directors, whose instructions in connection therewith
shall be followed by Employee. Employee shall devote such time as shall be
reasonably required to perform his duties as such President, CEO & Director for
the Company, and the Company acknowledges that Employee has other business and
employment agreements. Employee shall serve the Company faithfully and shall use
his best efforts to promote the interests of the Company. During the Term of
Employment, Employee agrees not to engage, directly or indirectly, in any
business which is competitive with the business now or hereafter conducted by
the Company, or by the parent, subsidiary, or affiliate of the company, in the
capacity of proprietor, partner, joint venturer, stockholder, director, officer,
lender, manager, employee, consultant, advisor, or agent, or as a person
controlling such business; provided, however, that Employee may buy or sell
stock in any corporation which is traded on any stock exchange or over the
counter, except that Employee shall not purchase or sell more than one (1%)
percent of the outstanding stock of any corporation engaged in the same or
similar business to that of the Company or any parent, subsidiary, or affiliate
of the Company.
5. As full compensation for all services of employee provided for herein,
including, without limiting the generality of the forgoing, all services to be
rendered by Employee as an officer or director of the company, or of any parent,
subsidiary, or affiliate of the Company, the Company will pay, or cause to be
paid to Employee, during the Term of Employment, and Employee will accept,
A. (i) for the first year of the Term of Employment, a salary at the rate
of $72,000.00, and:
(ii) for the second year of the Term of Employment, a salary at the
rate of $79,200.00 and $101,530.00 respectively.
B. Such salary will be paid in regular installments in accordance with
the Company's usual paying practices, but not less frequently than
monthly. Such payments will be subject to such deductions by the
Company as the Company is from time to time required to make pursuant
to law, government regulations, or order, or by agreement with or
consent of Employee.
6. Employee shall be entitled to reimbursement by the Company for reasonable
expenses actually incurred by him on its behalf in the course of his employment
by the Company, upon presentation by Employee, from time to time of an itemized
account of such expenditure, together with said vouchers and other receipts as
the Company may require.
7. Employee shall be entitled to vacations in accordance with the company's
prevailing policy for its operating executives, provided that such vacations do
not interfere with the business operations of the Company.
8. During the Term of Employment, if Employee shall be unable, for a period of
more than two (2) consecutive months or for periods of aggregating more than
eight (8) weeks in any fifty-two (52) consecutive weeks, to perform the services
provided for herein as a result of illness or incapacity or a physical, mental,
or other disability of any nature, the Company, upon not less than ten (10) days
notice, may terminate Employee's employment hereunder. Employee shall be
considered unable to perform the services provided for herein if he is unable to
attend to the normal duties required of him. The Company shall pay to Employee,
or to his legal representatives, compensation as specified in Paragraph 5 hereof
to the end of the month in which termination occurs. Upon completion of the
termination payments provided for in this paragraph, all of the Company's
obligations to pay compensation under this Agreement shall cease.
9. Employee shall be entitled to participate in all group insurance, medical and
hospitalization plans and pension and profit sharing plans as are presently
offered by the Company or which may hereafter during the Term of Employment be
offered by the Company generally to its operating Executives.
10. Employee will not, at any time during or after the Term of Employment,
directly or indirectly disclose or furnish to any other person, firm or
corporation any information relating to the Company or its parent, subsidiaries,
or affiliates with respect to technology of the Company's products, methods of
obtaining business, advertising products, obtaining customers or suppliers, or
any confidential or proprietary information acquired by employee during the
course of his employment by the Company or its parent, subsidiaries, or
affiliates.
11. As between Employee and the Company, all products, processes, discoveries,
materials, ideas, creations, inventions, and properties, whether or not
furnished by employee or created, developed, invented, or used in connection
with Employees employment hereunder, or prior to this Agreement while employed
by the Company, which relate to the business of the Company, will be the sole
and absolute property of the Company for any and all purposes whatsoever, in
perpetuity, whether or not conceived, discovered, and / or developed during
regular working hours. Employee will not have, under the Agreement or otherwise,
any right, title or interest of any kind or nature whatsoever in or to any such
products; process, discoveries, materials, ideas, creations, inventions or
properties.
12. The Employee represents and warrants to the Company that he is not under any
obligation of a contractual or their nature to any other party which obligation
is inconsistent or in conflict with this Agreement or which would prevent,
limit, or impair in any way the performance by Employee of his obligations here
under.
13. The parties hereto recognize that irreparable damage will result to the
Company and its business and properties if Employee fails or refuses to perform
his obligations under this Agreement and that the remedy at law for any such
failure or refusal will be inadequate. Accordingly, in addition to any other
remedies and damage available, the Company shall be entitled to injunctive
relief, and Employee may be specifically restrained from violating the terms and
conditions of this Agreement.
14. Employee will execute and deliver all such other further instruments and
documents as may be necessary, in the opinion of the Company, to carry out the
intents and purposes of this Agreement and the transactions contemplated hereby,
and to confirm, assign, or convey to the Company any products, processes,
discoveries, materials, ideas, creations, inventions, or properties referred to
in Paragraph 11 hereof, including the execution of all patent and copyright
applications.
15. This Agreement constitutes the entire agreement between the parties hereto
relating to the subject matter set forth herein and supersedes any prior oral
and / or written agreements, understandings, negotiations, or discussions of the
parties. There are no warranties, representations or agreements between the
parties in connection with the subject matter hereof, except as set forth or
referred to herein. No supplement, modification, waiver or termination of the
Agreement or any provisions here shall be binding unless executed in writing by
the parties to be bound thereby. Waiver of any of the provisions of the
Agreement shall not constitute a waiver of any other provision (whether or not
similar), nor shall such waiver constitute a continuing waiver unless otherwise
specifically provided.
16. The failure of either party at any time to require performance by the other
of any provision hereof shall not affect in any way the full right to require
such performance at any time thereafter, nor shall the waiver by either party of
the breach of any provision hereof be taken or be held to be a waiver of the
provision itself.
17. Any notice or other communication required or permitted to be given under or
in connection with this Agreement shall be in writing, delivered in person or by
public telegram, or by mailing same, certified or registered mail, postage
prepaid, in an envelope addressed to the party to whom notice is to be given, at
the address given at the beginning of this Agreement, and shall be effective
upon receipt thereof. Each party shall be entitled to specify a different
address by giving notice as aforesaid to the other party.
18. The invalidity or unenforceability of any paragraph, term, or provision
hereof shall in no way affect the validity or enforceability of the remaining
paragraphs, terms or provisions hereof. In addition, in any such event, the
parties agree that it is their intention and agreement that any such paragraph,
term or provision which is held or determined to be unenforceable as written
shall nonetheless be in force and binding to the fullest extent permitted by law
as though such paragraph, term or prevision had been written in such a manner
and to such an exact as to be enforceable under the circumstance. Without
limiting the foregoing, with respect to any restrictive covenant contained
herein, if it is determined that any such provision is excessive as to duration
or scope, it is intended that it nevertheless shall be enforce for such shorter
duration, or with such narrower scope, as will render it enforceable.
19. All of the terms and provisions of this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, transferees, successors, and assigns, except that
Employee shall have not right to assign any of his rights or obligations to any
other party.
20. This Agreement shall be governed and construed under the laws of the State
of New York. Each of the parties hereto consents to the jurisdiction of the
appropriate state and federal courts of New York for all purposes in connection
with this Agreement. Each of the parties hereto further consents that any
process or notice of motion or other application of either of said Courts or a
judge thereof, or any notice in connection with any proceedings hereunder, may
be served inside or outside the State of New York by registered or certified
mail, return receipt requested, or by personal service, provided a reasonable
time for appearance is allowed, or in such other manner as may be permissible
under the rules of said Courts.
21. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered
into as of the date and year hereinabove first set forth.
CALLFREE TELECOM COMMUNICATIONS, CORP.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Vice President
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Employee
