EXHIBIT 10.14
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made as of the 9th day of January, 1998, by
and between Internet Communications Corporation, a Colorado corporation ("the
Company"), and Xxxx Xxxx Xxxxxx ("President of Engineering Services Company").
IN CONSIDERATION of the mutual covenants and agreements herein contained,
it is agreed as follows:
1. Employment
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(a) The Company hereby employs Xxxx Xxxx Xxxxxx as its President of
Engineering Services Company and President of Engineering Services
Company hereby accepts such employment on the terms and conditions
hereinafter set forth and subject to the general supervision,
advice, and direction of the President/CEO of the Company.
(b) President of Engineering Services Company agrees that she will at
all times faithfully, industriously, and to the best of her
ability, experience and talents, perform all of the duties that
may be required of her pursuant to the express and implicit terms
hereof to the reasonable satisfaction of the Company. President of
Engineering Services Company shall devote her full business time,
attention, and energies to the business of the Company. Such
duties shall be rendered at 0000 Xxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx 00000 and at such other place or places as the
Company shall in good faith require or as the interest, needs,
business, or opportunity of the Company shall require.
(c) All information relating to the business of the Company, including
but not limited to the identity of its customers, business
associate, its arrangements with such customers or business
associates, its manner of operation and technical data relating to
its operations and services, shall be treated as confidential by
President of Engineering Services Company both during and after
the cessation of President of Engineering Services Company's
employment under this Agreement. Except in the ordinary course of
President of Engineering Services Company's employment under this
Agreement or with the prior written consent of the Company,
President of Engineering Services Company shall not disclose any
of such information at any time to any person except authorized
personnel of the Company or its affiliates.
2. Term
----
The term of employment hereunder shall be at will, subject to certain
severance payments as outlined in section 8.
3. Compensation
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(a) The Company shall pay to President of Engineering Services
Company an initial base annual salary at the rate of $175,000 per
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year, commencing January 16, 1998.
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EXHIBIT 10.14
(b) In addition to her annual compensation, President of Engineering
Services Company shall earn an annual performance bonus based
upon criteria established by Xxx Xxxxxx.
4. Benefits
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(a) The Company shall reimburse President of Engineering Services
Company for all reasonable expenses incurred by President of
Engineering Services Company in connection with the Company's
business affairs in accordance with guidelines established by the
Company.
(b) President of Engineering Services Company shall be entitled to
vacations and to participate in other employee benefits in
accordance with the policies set by the Board of Directors of the
Company from time to time in effect.
(c) The Company shall furnish President of Engineering Services
Company with necessary office facilities including usual office
furniture and equipment, telephone service, business cards,
stationery, secretarial service and assistance, in accordance
with standards adopted by the Board of Directors of the Company
from time to time.
(d) The Company shall provide the President of Engineering Services
Company for business purposes with the use of any automobile
which shall be procured, maintained, and insured by the Company
at its sole cost and expense. Such automobile shall be the
property of the Company and shall be returned to the Company upon
termination of this Agreement.
5. Disability Payments
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If, during the term of this Agreement, President of Engineering
Services Company shall become disabled because of sickness, injury or
physical or mental disability, so that President of Engineering
Services Company is unable to perform her duties under this Agreement,
the Company agrees to continue to pay President of Engineering
Services Company's salary (less any sums paid to or on behalf of
President of Engineering Services Company pursuant to disability
insurance coverage provided by the Company) during such period for a
maximum of six months.
6. Termination
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(a) It is agreed and understood that the Company may terminate this
agreement at any time, and at such time subject to the severance
compensation referred to in section 8. The following shall be
considered termination for cause:
(i) President of Engineering Services Company, after
receiving notice from the Chief Executive Officer of
the Company that an activity of President of
Engineering Services Company constitutes a conflict of
interest with the Company, continues to engage in such
activity; or
(ii) President of Engineering Services Company breaches any
of the obligations under this Agreement or commits any
acts of willful misconduct or gross nonfeasance or
malfeasance with respect to the Company which are or
could be materially detrimental to the Company or any
of its subsidiaries; or
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EXHIBIT 10.14
(iii) President of Engineering Services Company commits
theft or other dishonest or illegal acts or uses any
illegal drugs; or
(iv) President of Engineering Services Company uses alcohol
during employment hours or at other times in such
amounts and/or frequency so as to impair President of
Engineering Services Company's ability to perform her
duties under this Agreement; or
(v) President of Engineering Services Company refuses or
otherwise fails to follow a written directive of the
Chief Executive Officer, to the extent such directive
is capable of being performed, within a reasonable
period after receiving such directive.
7. Severance Compensation
----------------------
In the event the employment of President of Engineering Services
Company is terminated for reasons other than those set forth in
paragraph 6(a), then, President of Engineering Services Company shall
receive, in addition to all other compensation earned as of the date
of such termination, one hundred percent (100%) of President of
Engineering Services Company's current base salary otherwise payable
under paragraph 3(a) for an 18 month period at the election of the
Company, in one lump sum or in normal Company payroll installments;
provided however, if the employment is terminated because of
disability, then in lieu of this severance compensation, President of
Engineering Services Company shall be entitled 6 months compensation.
Should the Company appoint another President of Engineering Services
Company without terminating President of Engineering Services
Company's employment, then the President of Engineering Services
Company shall have the right to voluntarily resign and receive the
severance compensation set forth above as if she had been terminated
without cause as of the date of resignation.
8. Non-Competition and Trade Secrets
---------------------------------
While President of Engineering Services Company is employed hereunder
and during the 18 month period thereafter, President of Engineering
Services Company shall not, without the prior written consent of the
Company:
(a) directly or indirectly engage in any competing
business as defined below, within the United States
whether as an employee, owner, partner, participant,
consultant or advisor of or for any business entity
(which shall include any joint enterprise, sole
proprietorship, trust, partnership, corporation or
other association); or
(b) serve as an officer, director, trustee, employee,
partner or in any similar capacity for any such
business entity which conducts any competing business
within the State of Colorado.
The term "competing business" is hereby defined as activities
substantially similar to any business conducted by the Company while
President of Engineering Services Company is employed by it. The
parties agree that neither the period of time, the scope of
activities, nor the area covered by this paragraph 9 is unreasonable.
If, however, it shall be judicially determined that any provision
hereof is unenforceable in any respect, all provisions hereof shall
not be declared invalid, but, rather this paragraph 9 shall be
modified by the court in
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EXHIBIT 10.14
such manner as to become valid and enforceable. The existence of any
claim or cause of action of President of Engineering Services Company
against the Company, whether predicated upon this Agreement or
otherwise, shall not constitute a defense to the enforcement by the
Company of the provisions of this paragraph 9.
9. Notices
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All notices and other communications required or permitted to be given
by this Agreement shall be in writing and shall be given and shall be
deemed received if and when either hand delivered and signed receipt
is given therefor or mailed by registered or certified U.S. mail,
return receipt requested, postage prepaid and if to the Company to:
Internet Communications Corporation
0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
and if to President of Engineering Services Company to:
Xxxx Xxxx Xxxxxx
0 Xxxxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
or at such other address as either party hereto shall notify the other
of in writing.
10. Entire Agreement: Modification: Waiver
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This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained herein and supersedes all
prior and contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in
writing by all the parties. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any
other provision, whether or not similar. No waiver shall be binding
unless executed in writing by the party making the same.
11. Assignment
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Because of the personal nature of the services to be performed by
President of Engineering Services Company under this Agreement,
President of Engineering Services Company shall not have the right to
assign or transfer any of her rights, benefits, or obligations
hereunder.
12. Specific Performance
--------------------
President of Engineering Services Company's obligations under this
Agreement are unique. If President of Engineering Services Company
should default in or threaten a breach of her obligations under this
Agreement, in addition to any other available rights or remedies, the
Company may xxx for specific performance hereof and enjoin President
of Engineering Services Company from committing such default or
threatened breach of, in which event, President of Engineering
Services Company expressly waives any defense concerning the adequacy
of the Company's legal remedies and the absence of immediate or
irreparable harm.
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EXHIBIT 10.4
13. Recovery of Litigation Costs
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If any legal action or any arbitration or other proceeding is brought
for the enforcement of this Agreement or because of an alleged breach
of default of the provisions of this Agreement, the successful or
prevailing party shall be entitled to recover from the other party
reasonable attorney fees and other costs incurred in such action or
proceeding, in addition to any other relief to which such party may be
entitled.
14. Continuing Liability After Termination
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The obligations of the parties under this Agreement which by their
nature would continue beyond the termination of this Agreement,
including, by way of illustration only and not limitation, obligations
to make any payment of compensation earned hereunder prior to the date
of termination, or obligations pursuant to paragraphs 1 (c), 8, 9, 13,
or 14, all shall survive termination of this Agreement.
15. Governing Law
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This Agreement shall be governed by and interpreted pursuant to the
internal laws of the State of Colorado, without reference to
principles of conflict laws.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
Internet Communications Corporation
By: /s/ Xxxxxx X. Xxxxxx
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President/CEO
/s/ Xxxx Xxxx Xxxxxx
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Xxxx Xxxx Xxxxxx
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