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EXHIBIT 10.7
March 1, 2001
Mr. Xxxx Xxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Employment Agreement
Dear Xxxx:
This letter confirms the terms and conditions of your employment with
PayStar Communications Corporation as follows:
#1. Title: President of PayStar Communications Corporation.
Duties and Authority: Executive shall be President of PayStar with offices
in Lodi, Ca and Pleasanton, Ca. Executive will have full power and authority
to do and perform all services, acts and things necessary or advisable to
manage and conduct company business, including executive, fiscal,
administrative and operational functions subject to policies adopted by the
Board of Directors. Executive shall report to Xxxxxxx X. Xxxxx, Chairman of
the Board and CEO.
#2. Additional Responsibilities:
Executive will oversee all sales efforts including wholesale, service bureau,
switch sales, switch maintenance revenue, Cashless ATM, wireless bankcard,
pay phones, long distance, prepaid, ISP, Web based advertising. Each
division or subsidiary's manager or VP will report directly to Xx. Xxxxxx.
Executive will also have approval authority for advertising budgets, trade
show budgets, graphic design and overall marketing budgets.
Vendor Relations: Executive will have primary responsibility for
establishing new vendor relationships and negotiate business contracts when
appropriate. For example, Cisco, Lucent, Nortel, Sun, HP, Dialogic, Ascend,
Clarent, Printers, Graphic design, advertisers, carriers, CLEC'S, etc.
#3. Salary:
Company shall pay Executive in equal installments, the following basic annual
salary: One hundred and eighty thousand dollars ($180,000). Payable per
current PayStar Communications payroll guidelines and procedures.
#4. Signing Bonus:
A one-time cash payment of $100,000 is due Xx. Xxxxxx and payable 60 days
from "close" of the SHS Communications, merger\acquisition by PayStar
Communications, Corp.
#5. Override Bonus:
Executive shall receive a 5% override quarterly bonus based on total company
gross margin revenue in overall sales. This shall be calculated by product
monthly. The bonus is payable on the 15th of the month following a completed
quarter. For example, if PayStar had booked quarterly revenue of $3,000,000
in the second quarter of 2001 with an averaged 15% profit margin, the
override bonus would be $22,500 less tax payable July 15th. ($3,000,000 x
15% margin = $450,000 x 5% = $22.500 bonus.
- The compensation begins the second quarter of 2001. (April through
June revenue)
- Bonus is based on received funds only.
- The bonus is calculated on the quarterly revenue generated by
product and payable by product in the aggregate based on "profit
only".
#6. Stock and Equity:
Executive will be given an option for 200,000 shares fixed at $1.00 per share
over the next 2 years. Shares will vest per completed quarter at the agreed
rate of 25,000 shares per quarter.
#7. Termination Clause:
If Executive is terminated without legal cause before the term of this
agreement ends (Legal cause, definition, this is meant to be a higher
standard than "just cause"), then Executive will be compensated a severance
fee equal to One full year's salary, plus the amount of stock due to complete
the current quarter.
#8. Indemnification:
This agreement further provides that the company will indemnify and hold
harmless Xx. Xxxxxx to the maximum extent permitted by law from and against
any claims, damages, liabilities, losses, costs or expenses in connection
with or arising out of the performance by Xx. Xxxxxx of his duties.
It is further understood that Xx. Xxxxxx will be indemnified against any
previous liability related to PayStar Communications, Corp prior to March
1st, 2001.
#9. Expenses:
The Company will reimburse all reasonable expenses incurred by the Executive.
For example, work related phone calls from home, office phone xxxx, cellular
phone xxxx, monthly Internet account fee, computer expense, office supplies,
business expense, copier expense, monthly business gas expense, airfare,
hotels, meals, and all reasonable business expenses. Executive will comply
with all company expense guidelines and procedures.
#10. Benefits
Employee shall be entitled to all employee benefits offered by the company.
For example, medical , 401 K and all other current or future benefits.
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#11. Auto Allowance:
Executive will be given a $500.00 per month allowance payable on the 1st
payday of the month.
#12. Vacation
Executive will be offered two weeks paid vacation per year and all other sick
days and holidays offered by the company.
#13. Term
This agreement shall be in effect for two years from start date. It can be
mutually renewed in one-year increments by agreement of both parties.
This letter constitutes the full agreement between PayStar Communications,
Corp. and Xxxx Xxxxxx.
Dated: March 1, 2001 Dated: March 2, 2001
/s/ Xxxxxxx X. Xxxxx /s/ Xxxx Xxxxxx
XXXXXXX X. XXXXX XXXX XXXXXX
Chairman of the Board and CEO
