EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of April 26, 2002, by and
between BIZCOM U.S.A., INC., a Florida corporation (the "Company"), and XXXXX X.
XXXXXX (the "Executive").
WITNESSETH:
WHEREAS, the Company desires to employ the Executive, and the Executive
desires to be employed by the Company, pursuant to the provisions contained in
this Employment Agreement (the "Agreement")
NOW, THEREFORE, in consideration of the premise, and the respective
covenants and agreements of each of the Company and the Executive contained in
this Agreement, each of the Company and the Executive agrees as follows:
ARTICLE I
EMPLOYMENT
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The Company employs the Executive and the Executive accepts such
employment. Subject to the direction of the Board of Directors and the Chairman
of the Board and Chief Executive Officer of the Company, the Executive shall
serve as the Chief Operating Officer and Chief Technical Officer of the Company,
and President of its Land Mobile Radio Division. The Executive shall have such
responsibilities, perform such duties and exercise such power and authority as
are inherent in, or incident to, the offices of Chief Operating Officer and
Chief Technical Officer of the Company and President of the Land Mobile Radio
Division, and as may from time to time be assigned or delegated to him by the
Board of Directors or the Chief Executive Officer of the Company. The Executive
shall devote his full business time and attention to the performance of his
duties as an officer and employee of the Company. The Company acknowledges that
you serve as a consultant to or member of the Board of Directors of a number of
other companies and that you shall perform such duties as required by those
positions for so long as they do not conflict materially with your performance
of services hereunder.
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ARTICLE II
SALARY
2.1 SALARY. Commencing as of Start Date, the Company shall pay to
the Executive a salary of One Hundred Thirty Thousand Dollars
($130,000) per annum (the "Salary").
2.2 BONUS: For each year of employment you will receive an annual
bonus based on a performance plan to be agreed upon between
you and the Board of Directors. For the current fiscal year
you will receive a bonus payable in January 2003 provided you
meet or exceed the bonus plan objective set forth on exhibit
A.
2.3 PAYMENT OF SALARY. Payments of Salary shall be made to the
Executive; in installments from time to time on the same dates
payments of salary are generally made to all senior management
employees of the Company.
ARTICLE III
WARRANTS
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In order to provide the Executive with incentive to perform his duties
and obligations as an officer of the Company, the Company agrees as follows:
3.1 WARRANTS: As of the Start Date, the Company shall issue to the
Executive warrants to purchase a number of shares of Common
Stock equal to (i) One Hundred Twenty Thousand (120,000),
purchase price of the Common Stock will $3.00 per share. The
exercise period shall be 10 years from date of grant.
3.2 37,500 shares shall be fully vested after the first 90 days of
employment and the balance of 82,500 shares shall in equal
installments of 2,500 per month for 33 consecutive months
thereafter on the last business day of each month, provided
Executive is employed with the Company on such date.
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3.3 CERTAIN DEFINITIONS. For purposes of this Article III, the
following terms shall have the following respective meanings:
(i) "Common Stock" shall be the Company's common stock, par
value $ .0001 per share.
(ii) "Start Date" shall be April 29, 2002.
ARTICLE IV
FRINGE BENEFITS
---------------
4.1 GENERALLY. The Executive shall be entitled to receive such
benefits and to participate in such benefit and incentive
plans, programs and arrangements as are generally provided
from time to time by the Company to its senior management
employees; provided, however, that nothing contained in this
Agreement shall be construed to obligate the Company to
provide any specific benefits or to implement any specific
benefit or incentive plan, program or arrangement.
4.2 STOCK OPTIONS. The Executive shall be entitled to participate
in the Company's stock option plans as may from time to time
be in effect and to receive such incentive or other stock
options as may from time to time be granted to him thereunder;
provided, however, that nothing contained in this Agreement
shall be construed to obligate the Company to implement any
stock options plan or to grant any stock options to the
Executive pursuant to any such plan.
4.3 MEDICAL INSURANCE. The Company shall provide group medical,
dental and life insurance coverage to the Executive or
reimburse the Executive for the reasonable cost of such
coverage.
4.4 BUSINESS, TRAVEL AND ENTERTAINMENT EXPENSES. Upon submission
of appropriate evidence, the Company shall promptly pay or
reimburse the Executive for all reasonable business, travel
and entertainment expenses incurred by the Executive in
connection with the performance of his duties and obligations
hereunder.
4.5 MOVING EXPENSES. Initially the Executive will not relocate but
will commute, at the Company's reasonable expense, from his
current residence. When the Company and the Executive decide
that the appropriate time has come to relocate the Executive,
they will negotiate a separate agreement regarding the moving
expenses incurred by him in moving his family and belongings
to the south Florida Area and their reimbursement.
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4.6 VACATION. The Executive shall be entitled to fifteen days of
vacation time per year. The Executive shall not take any
vacation time without having secured the prior consent of the
Chairman of the Board or Chief Executive Officer of the
Company, which consent shall not be unreasonably withheld or
delayed.
ARTICLE V
TERM AND TERMINATION OF EMPLOYMENT
----------------------------------
5.1 TERM. The term of this Agreement shall be for a period of
three years, commencing as of Start Date.
5.2 TERMINATION OF EMPLOYMENT.
-------------------------
(a) Notwithstanding the provisions of Section 5.1 above;
(i) the employment of the Executive by the Company
shall automatically terminate upon the death of the Executive;
(ii) if the Executive shall suffer a Disability (as
such term is hereinafter defined), then the employment of the
Executive by the Company may be terminated by the Company;
(iii) the employment of the Executive by the Company
may be terminated at any time by the Company, either with or
without Cause (as such term is hereinafter defined);
(iv) the employment of the Executive by the Company
may be terminated at any time by the Executive, either with or
without Good Reason (as such term is hereinafter defined).
(b) If the Company shall desire to terminate the Executive's
employment by the Company, or if the Executive shall desire to
terminate the Executive's employment by the Company, as contemplated by
Section 5.2(a) above, then, in any such event, the party causing such
termination shall provide a Termination Notice (as such term is
hereinafter defined) to the other party.
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5.3 PAYMENTS UPON TERMINATION OF EMPLOYMENT.
---------------------------------------
(a) If the employment of the Executive by the Company shall be
terminated due to the Executive's death or Disability, then, in any
such event, the Company shall continue to pay to the Executive or his
estate, heirs, personal representatives or legal representatives, as
the case may be, according to the following schedule:
i. If within six (6) months of the Start Date, the
Company shall continue to pay the Executive his salary
(subject to applicable payroll and/or other taxes required by
law to be withheld) for a period of three months from and
after the date of termination of employment.
ii. If the termination of the employment occurs after
six (6) months of the Start Date but sooner than twelve (12)
months from the Start Date, then the Company shall continue to
pay the Executive his salary (subject to applicable payroll
and/or other taxes required by law to be withheld) for a
period of six months from and after the date of termination of
employment.
iii. If the termination of the employment occurs
after twelve (12) months of the Start Date but sooner than
eighteen (18) months from the Start Date, then the Company
shall continue to pay the Executive his salary (subject to
applicable payroll and/or other taxes required by law to be
withheld) for a period of nine months from and after the date
of termination of employment.
iv. If the termination of the employment occurs after
eighteen (18) months of the Start Date, then the Company shall
continue to pay the Executive his salary (subject to
applicable payroll and/or other taxes required by law to be
withheld) for a period of twelve months from and after the
date of termination of employment.
The Executive shall not be entitled to receive any other
compensation other than as set in section 5.3 (a) above.
(b) If the employment of the Executive by the Company shall be
terminated by the Company without Cause or by the Executive with Good
Reason, then, in any such event, the Company shall continue to pay to
the Executive according to the following schedule:
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i. If within six (6) months of the Start Date, the
Company shall continue to pay the Executive his salary
(subject to applicable payroll and/or other taxes required by
law to be withheld) for a period of three months from and
after the date of termination of employment.
ii. If the termination of the employment occurs after
six (6) months of the Start Date but sooner than twelve (12)
months from the Start Date, then the Company shall continue to
pay the Executive his salary (subject to applicable payroll
and/or other taxes required by law to be withheld) for a
period of six months from and after the date of termination of
employment.
iii. If the termination of the employment occurs
after twelve (12) months of the Start Date but sooner than
eighteen (18) months from the Start Date, then the Company
shall continue to pay the Executive his salary (subject to
applicable payroll and/or other taxes required by law to be
withheld) for a period of nine months from and after the date
of termination of employment.
iv. If the termination of the employment occurs after
eighteen (18) months of the Start Date, then the Company shall
continue to pay the Executive his salary (subject to
applicable payroll and/or other taxes required by law to be
withheld) for a period of twelve months from and after the
date of termination of employment.
The Executive shall not be entitled to receive any other
compensation other than as set in section 5.3 (b) above.
(c) If the employment of the Executive by the Company shall be
terminated by the Company with Cause or by the Executive without Good
Reason Term of employment shall end and the Executive shall be entitled
to the following:
i. Salary earned but not paid prior to the date of
the termination of his employment
ii. Any amounts earned, accrued or owing to the
Executive but not yet paid under Section 2.2 above;
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The Executive shall not be entitled to receive any other
compensation other than as set in section 5.3 (c) above.
(d) If the employment of the Executive by the Company shall be
terminated for any reason, or of the term of this Agreement shall
expire in accordance with its terms, then, in any such event, the
Company shall promptly pay to the Executive all accrued but unpaid
benefits to which he shall be entitled on the date of termination of
the Executive's employment by the Company.
5.4 CERTAIN DEFINITIONS. The following terms shall have the
following respective meanings when utilized in this Article V:
(a) "Cause" shall mean any action by the Executive or any
inaction by the Executive, which constitutes:
(i) fraud, embezzlement, misappropriation,
dishonesty, breach of trust of breach of fiduciary duty;
(ii) a felony or moral turpitude;
(iii) a material breach or violation of any or all of
the covenants, agreements and obligations of the Executive set
forth in this Agreement, other than as the result of the
Executive's death or Disability;
(iv) a willful or knowing failure or refusal by the
Executive to perform any or all of his material duties and
responsibilities as an officer of the Company, other than as
the result of the Executive's death or Disability; or
(v) gross negligence by the Executive in the
performance of any or all of his material duties and
responsibilities as an officer of the Company, other than as a
result of the Executive's death or Disability;
provided, however, that if the basis for any termination of the
Executive's employment by the Company as set forth in the Termination
Notice delivered by the Company to the Executive is any or all of the
definitions of Cause set forth in Sections 5.4(a)(iii), 5.4(a)(iv) or
5.4(a)(v) of this Agreement, then, in such event, the Executive shall
have fifteen days from and after the date of his receipt of such
Termination Notice to present a reasonable plan to cure such action or
inaction specified in the Termination Notice, which plan may required
more than fifteen days to cure the specified action or inaction, but
such plan must be reasonably satisfactory to the Company and the
Executive must proceed diligently to effectuate such plan.
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(b) "Disability" shall mean any mental or physical illness,
condition, disability or incapacity, which prevents the Executive from
reasonably discharging his duties and responsibilities as an officer of
the Company. If any disagreement or dispute shall arise between the
Company and the Executive as to whether the Executive suffers from any
Disability, then, in such event, the Executive shall submit to the
physical or mental examination of a physician licensed under the laws
of the State of Florida, who is mutually agreeable to the Company and
the Executive, and such physician shall determine whether the Executive
suffers from any Disability. In the absence of fraud or bad faith, the
determination of such physician shall be final and binding upon the
Company and the Executive. The entire cost of such examination shall be
paid for solely by the Company.
(c) "Good Reason" shall mean:
(i) the assignment at any time during the term of
this Agreement by the Board of Directors to the Executive,
without his express written consent, of duties and
responsibilities which result in the Executive having
significantly less duties and responsibilities or exercising
significantly less power and authority than he had, or duties
and responsibilities or power and authority not comparable to
that of the level and nature which he had, immediately prior
to such assignment;
(ii) at any time during the term of this Agreement,
the involuntary reduction of the Executive's Salary or the
reduction of any or all of the Executive's benefits set forth
in Article IV above; or
(iii) the Company's failure to perform on a timely
basis its obligations under this Agreement.
(b) "Termination Date" shall mean a specific date not less
than fifteen days from and after the date of any Termination Notice
upon which the Executive's employment by the Company shall be
terminated in accordance with the provisions of this Agreement.
(c) "Termination Notice" shall mean a written notice which
sets forth (i) the specific provision of this Agreement relied upon to
terminate the Executive's employment, (ii) in reasonable detail the
facts and circumstances claimed to provide the basis for the
termination of the Executive's employment, and (iii) a Termination
Date.
5.5 SURVIVAL. All of the provisions of this Agreement, other than
those contained in Articles I, III, IV and V hereof, shall
survive the termination for any reason of the Executive's
employment by the Company or the expiration of the term of
this Agreement. The provisions of Article II of this Agreement
shall survive the termination for any reason of the
Executive's employment by the Company or the expiration of the
term of this Agreement only to the extent set forth in this
Article V.
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ARTICLE VI
CERTAIN RESTRICTIONS ON THE EXECUTIVE
-------------------------------------
6.1 CERTAIN RESTRICTIONS. The Executive covenants and agrees with
the Company as follows:
(a) He shall not at any time, directly or indirectly, for
himself or any other person, firm, corporation, partnership,
association or other entity (collectively, a "Person") which competes
in any manner with the Company or any of its subsidiaries or affiliates
in any county or parish of any state of the United States of America or
its territories and possessions in which the Company as of the date
that the Executive's employment by the Company is terminated for any
reason or the term of this Agreement expires in accordance with its
terms, as the case may be, conducts its business directly or indirectly
through any of its subsidiaries or affiliates (collectively, the
"Territory"), employ, attempt to employ or enter into any contractual
arrangement for employment with, any employee or former employee of the
Company or any of its subsidiaries or affiliates, unless such former
employee shall not have been employed by the Company or any of its
subsidiaries or affiliates for a period of at least one year.
(b) He shall not, during the term of his employment by the
Company and for a period of one year from and after the date that his
employment by the Company is terminated for any reason or the term of
this Agreement expires in accordance with its terms, as the case may
be, directly or indirectly, (i) acquire or own in any manner any
interest in, or loan any amount to, any Person which competes in any
manner with the Company or any of its subsidiaries or affiliates in the
Territory, (ii) be employed by or serve as an employee, agent, officer,
or director of, or as a consultant to, any Person, other than the
Company and its subsidiaries and affiliates, which competes in any
manner with the Company or its subsidiaries or affiliates in the
Territory, or (iii) compete in any manner with the Company or its
subsidiaries or affiliates in the Territory. The foregoing provisions
of this Section 6.1(b) shall not prevent the Executive from purchasing
and owning not more than two percent (2%) of the equity securities of
any Person whose securities are listed for trading on a national
securities exchange or are regularly traded in the over-the-counter
securities market.
(c) In the course of the Executive's employment by the
Company, the Executive will have access to confidential or proprietary
information of the Company and its subsidiaries and affiliates. The
Executive shall not at any time use any such confidential or
proprietary information other than for the benefit of the Company and
its subsidiaries and affiliates. The term "confidential or proprietary
information" shall mean information not generally available to the
public, including ownership information, marketing plans and analyses,
trade secrets, know-how, computer software, management agreements and
procedures and techniques of operating and managing the business of the
Company and its subsidiaries and affiliates. The Executive acknowledges
and agrees that all confidential or proprietary information is and
shall remain the property of the Company and its subsidiaries and
affiliates, and agrees to maintain all such confidential or proprietary
information in confidence.
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6.2 REMEDIES. It is recognized and acknowledged by each of the
Company and the Executive that a breach or violation by the
Executive of any or all of his covenants and agreements
contained in Section 6.1 of this Agreement will cause
irreparable harm and damage to the Company and its
subsidiaries and affiliates in a monetary amount which would
be virtually impossible to ascertain and, therefore, will
deprive the Company of an adequate remedy at law. Accordingly,
if the Executive shall breach or violate any or all of his
covenants and agreements set forth in Section 6.1 hereof, then
the Company and its subsidiaries and affiliates shall have
resort to all equitable remedies, including without limitation
the remedies of specific performance and injunction, both
permanent and temporary, as well as all other remedies which
may be available at law.
6.3 INTENT. It is the intent of the parties that the restrictions
set forth in Section 6.1 hereof shall be enforced to the
fullest extent permissible under the laws and public policies
of each jurisdiction in which enforcement of such restrictions
may be sought. If any provision contained in Section 6.1
hereof shall be adjudicated by a court of competent
jurisdiction to be invalid or unenforceable because of its
duration or geographic scope, then such provision shall be
reduced by such court in duration or geographic scope or both
to such extent as to make it valid and enforceable in the
jurisdiction where such court is located, and in all other
respects shall remain in full force and effect.
ARTICLE VII
MISCELLANEOUS PROVISIONS
------------------------
7.1 GOVERNING LAW. This Agreement shall be governed by, and shall
be construed and interpreted, in accordance with the laws of
the State of Florida, without giving effect to the principles
of conflicts of laws thereof.
7.2 NOTICES. Any and all notices and other communications required
or permitted to be given pursuant to this Agreement shall be
in writing and shall be deemed to have been duly given when
delivered by hand, or when delivered by United States mail, by
registered or certified mail, postage prepaid, return receipt
requested, to the respective parties at the following
respective addresses:
If to the Company: BizCom U.S.A. Inc.
0000 X.X. 00xx Xxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
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If to the Executive: Xxxxx Xxxxxx
0000X Xxxxx Xx.
Xxxxxx Xxxx, XX 00000
or to such other address as either party may from time to time give written
notice of to the other in accordance with the provisions of this Section 7.2.
7.3 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the Company and the Executive with respect
to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and arrangements,
both oral and written, between the Company and the Executive
with respect to such subject matter.
7.4 AMENDMENTS. This Agreement may not be amended or modified in
any manner, except by a written instrument executed by each of
the Company and the Executive.
7.5 BENEFITS: BINDING EFFECT. This Agreement shall be for the
benefit of, and shall be binding upon, each of the company and
the Executive and their respective heirs, personal
representatives, executors, legal representatives, successors
and assigns.
7.6 SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses or sections contained n this
Agreement shall not affect the enforceability of the remaining
portions of this Agreement or any part hereof, all of which
are inserted conditionally on their being valid in law. Except
as otherwise provided in Section 6.3 above, if any one or more
of the words, phrases, sentences, clauses or sections
contained in this Agreement shall be declared invalid by any
court of competent jurisdiction, then, in any such an event,
this Agreement shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or
clauses, or section or sections had not been inserted.
7.7 NO WAIVERS. The waiver by either party of a breach or
violation of any provision of this Agreement by the other
party shall not operate nor be construed as a waiver of any
subsequent breach or violation. The waiver by either party to
exercise any right or remedy it or he may possess shall not
operate nor be construed as a bar to the exercise of such
right or remedy by such party upon the occurrence of any
subsequent breach or violation.
7.8 JURISDICTION AND VENUE: SERVICE OF PROCESS: WAIVER OF TRIAL BY
JURY. Any claim or dispute arising out of, connected with, or
in any way related to this Agreement which results in
litigation shall be instituted by the complaining party and
adjudicated solely in the Federal or state courts located in
Broward County, Florida, and each of the parties to this
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Agreement consent to the personal jurisdiction of and venue in
such courts. In no event shall either party to this Agreement
contest the jurisdiction or venue of such courts with respect
to any such litigation. Each of the Company and the Executive
agrees that service of any process, summons, notice or
document, by United States registered or certified mail, to
its or his address set forth in or as provided in Section 7.2
above shall be effective service of such process, summons,
notice or document for any action, suit or proceeding brought
against it or him by the other party in the Federal or state
courts located in Broward County, Florida. In recognition of
the fact that the issues which would arise under this
Agreement are of such a complex nature that they could not be
properly tried before a jury, each of the Company and the
Executive waives trial by jury.
7.9 HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of any or all of the provisions
hereof.
7.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the separate parties in separate
counterparts, each of which shall be deemed to constitute an
original and all of which shall be deemed to constitute the
one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has executed and
delivered this Agreement as of the date first written above.
BIZCOM U.S.A., INC.
By /s/ Xxxx Xxxxx
----------------------------------------------
Xxxx Xxxxx,
Chief Executive Officer
/s/ Xxxxx X. Xxxxxx
----------------------------------------------
Xxxxx X. Xxxxxx
[THIS SPACE HAS BEEN PURPOSELY LEFT BLANK]
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EXHIBIT A
Xxxxx X Xxxxxx
Employment Agreement
FY2002 BONUS PLAN
As referenced in Section 2.2 of the attached Employment Agreement, the following
describes your Bonus Plan objectives at time of hire for the current Fiscal Year
2002:
1) Radios in service (the following benchmark is based on the number of
radios loaded on the company's spectrum):
(a) Load 3,500 radios at average price of $17/month: a $15,000
bonus in cash and an option exercisable for 3 years from the
date of grant which will be, if at all, on the one year
anniversary of the Start Date to purchase restricted shares of
the Company's Common Stock having a fair market value as
determined by the Company's Board of Director in its
reasonable sole discretion on the date of grant equal to
$22,500 at an exercise price equal to 85% of the stock then
fair market value of the Company's Common Stock as determined
by the Company's Board of Directors in its reasonable
reasonable sole discretion on the date of the grant.
(b) Load 7,000 radios at average price of $17/month: a $30,000
bonus in cash and an option exercisable for 3 years from the
date of grant which will be, if at all, on the one year
anniversary of the Start Date to purchase restricted shares of
the Company's Common Stock having a fair market value as
determined by the Company's Board of Director in its
reasonable sole discretion on the date of grant equal to
$45,000 at an exercise price equal to 85% of the stock then
fair market value of the Company's Common Stock as determined
by the Company's Board of Directors in its reasonable sole
discretion on the date of the grant.
(c) Load 10,000 radios at average price of $17/month: a $45,000
bonus in cash and an option exercisable for 3 years from the
date of grant which will be, if at all, on the one year
anniversary of the Start Date to purchase restricted shares of
the Company's Common Stock having a fair market value as
determined by the Company's Board of Director in its
reasonable sole discretion on the date of grant equal to
$68,000 at an exercise price equal to 85% of the stock then
fair market value of the Company's Common Stock as determined
by the Company's Board of Directors in its reasonable sole
discretion on the date of the grant..
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2) Land Mobile manufacturing:
(a) 10,000 radios sold to third party customers: $15,000 bonus in
cash and an option exercisable for 3 years from the date of
grant which will be, if at all, on the one year anniversary of
the Start Date to purchase restricted shares of the Company's
Common Stock having a fair market value as determined by the
Company's Board of Director in its reasonable sole discretion
on the date of grant equal to $22,500 at an exercise price
equal to 85% of the stock then fair market value of the
Company's Common Stock as determined by the Company's Board of
Directors in its reasonable sole discretion on the date of the
grant.
(b) 15,000 radios sold to third party customers: $25,000 bonus in
cash and an option exercisable for 3 years from the date of
grant which will be, if at all, on the one year anniversary of
the Start Date to purchase restricted shares of the Company's
Common Stock having a fair market value as determined by the
Company's Board of Director in its reasonable sole discretion
on the date of grant equal to $37,000 at an exercise price
equal to 85% of the stock then fair market value of the
Company's Common Stock as determined by the Company's Board of
Directors in its reasonable sole discretion on the date of the
grant.
(c) 200 repeaters sold to third party customers: $12,500 bonus in
cash and an option exercisable for 3 years from the date of
grant which will be, if at all, on the one year anniversary of
the Start Date to purchase restricted shares of the Company's
Common Stock having a fair market value as determined by the
Company's Board of Director in its reasonable sole discretion
on the date of grant equal to $15,000 at an exercise price
equal to 85% of the stock then fair market value of the
Company's Common Stock as determined by the Company's Board of
Directors in its reasonable sole discretion on the date of the
grant.
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3) Public Safety Software:
Upon the successful integration of the Public Safety Group L.L.C. software with
Bizcom USA Land Mobile Radio Products, as determined by the Board of Directors
in their sole discretion, you will be granted a $5,000 bonus in cash and an
option exercisable for 3 years from the date of grant which will be, if at all,
on the one year anniversary of the Start Date to purchase restricted shares of
the Company's Common Stock having a fair market value as determined by the
Company's Board of Director in its reasonable sole discretion on the date of
grant equal to $7,500 at an exercise price equal to 85% of the stock then fair
market value of the Company's Common Stock as determined by the Company's Board
of Directors in its reasonable sole discretion on the date of the grant.
BIZCOM U.S.A., INC.
By /s/ Xxxx Xxxxx
-----------------------------------------------------
Xxxx Xxxxx,
Chief Executive Officer
/s/ Xxxxx X. Xxxxxx
-----------------------------------------------------
Xxxxx X. Xxxxxx
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