EXHIBIT 10.46
EMPLOYMENT AGREEMENT
Agreement dated this day of May, 1999, by and between Able Telcom Holding
Corp., with its address at 0000 Xxxxx Xxxxx, Xxxxx 0000, Xxxx Xxxx Xxxxx,
Xxxxxxx, 00000, ("Employer"), and Xxxxxxx Xxxxxxx of 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000
WITNESSETH:
WHEREAS, Employer is engaged in the telecommunication and fiber-optic,
installation, construction and service business and the manufacture, sale and
installation of highway signs and traffic control products, and
WHEREAS, Employer desires to employ Employee as its Chief Accounting Officer;
and
WHEREAS, Employer desires to avail itself of the services of the Employee in
order that his knowledge and ability may be utilized in the conduct and
development of the business and affairs of Employer; and
WHEREAS, Employee has evidenced his willingness to enter into an employment
agreement with respect to his employment by Employer, pursuant to the terms and
conditions hereinafter set forth.
NOW THEREFORE, is consideration of the foregoing and mutual promises and
covenants herein contained, it is agree as follows:
1. EMPLOYMENT: DUTIES
Employee shall devote his full time to the performance of services as Chief
Accounting Officer or to such other services as may from time to time be
designated by the Company's President or Board of Directors. Employee agrees to
perform Employee's services well and faithfully and to the best of Employee's
ability to carry out the policies and directives of the Company.
2. FULL TIME EMPLOYMENT
Employee hereby accepts employment by Employer upon the terms and conditions
contained herein and agrees that during the term of this Agreement, Employee
shall devote all of his business time, attention and energies to the business of
Employer.
3. TERM
Employee's employment hereunder shall be for a term of two (2) years to commence
on June 1, 1999. This Agreement may be extended for an additional two year term
after the initial term of two (2) years. The Employee/Employer must give a
minimum of ninety (90) days prior written notice to the Employee/Employer that
either party elects to have the Agreement terminate effective at the end of any
term. If Employee violates a major provision of this Agreement, Employer may
terminate this Agreement under the provisions of paragraph 5 of this agreement
titled "Termination without Cause
4. TERMINATION FOR CAUSE
Notwithstanding any other provision of this Agreement, Employee may be
terminated on ninety (90) days notice without further benefits or compensation
for any of the following reasons: a) misuse, misappropriation or embezzlement of
any Employer property or funds; (b) conviction of a felony or, c) breach of any
material provision of this Agreement.
5. TERMINATION WITHOUT CAUSE
Termination without cause can only be effected by an action of the CEO OR CFO.
In the event of the termination without cause, the Employee will be paid
severance pay equal to the term remaining in this agrement or 180, days which
ever is less, plus regular company fringe benefits for the remaining term of the
contract. Severance will be paid on the day of termination of $50,000 with the
balance paid bi-weekly over the next 3 months.
6. COMPENSATION
As full compensation for the performance of his duties on behalf of Employer,
Employee shall be conpensated bi-weekly at the annualized rate of $130,000.
Employer shall reimburse Employee for the expenses incurred by Employee in
connection with his duties hereunder, including travel and entertainment; such
reimbursement to be made in accordance with regular Employer policy and upon
presentation by Employee of the details of, and vouchers for, such expenses.
Employee will be eligible for participation in any Employer bonus plan that may
be established. Additionally Employee will be paid $10,000 on June 1, 1999.
7. OPTIONS
Employee will receive as at June 1, 1999 an option to purchase 40,000 shares of
common stock with a strike price equal to the NASDAQ price at the close of
business on June 1, 1999. Said option will vest as follows:
June 1, 1999 15,000
June 1, 2000 15,000
June 1, 2001 10,000
In the event of a change in control/ownership these options will vest
immediately. Provided, however, neither the conversion of debt to equity nor any
Transcore transaction shall effectuate said change of control/ownership.
8. FRINGE BENEFITS
During the term of this Agreement, Employer shall provide, at its sole expense,
to the Employee hospitalization, major medical, life insuance and other fringe
benefits on the same terms and conditions as it shall afford other management
employees.
9. UPON TERMINATION OF EMPLOYMENT
Subsequent to the termination of the employment of Employee, Employee will not
interfere with or disrupt or attempt to disrupt Employer's business relationship
with its customers or suppliers. Further, Employee will not solicit any of the
employees of Employer to leave the Employer for a period of two (2) years
following such termination. In addition, Employee agrees that all information
received from principals and agents of Employer will be held in total confidence
for a period of two (2) years following termination of employment, to the extent
such information is proprietary and not generally available to the public or
sources outside the company.
10. NOTICES
All notices hereunder shall be in writing and shall be sent to the parties at
the respective addresses above set forth. All notices shall be delivered in
person or given by registered or certified mail, postage prepaid, and shall be
deemed to have been given when delivered in person or deposited in the United
States mail. Either party may designate any other address to which notice shall
be given, by giving notice to the other such change of address in the manner
herein provided. Employer, or its management, directors, representatives,
employees or affiliates will not make any public announcements or any other
information related to Employee, directly or indirectly, without the express
written consent of Employee, except as required by law or regulation
11. SEVERABILITY OF PROVISIONS
If any provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, the remaining conditions and provisions or portions thereof shall
nevertheless remain in full force and effect and enforceable to the extent they
are valid, legal and enforceable, and no provision shall be deemed dependent
upon any other covenant or provision unless so expressed herein.
12. ENTIRE AGREEMENT: MODIFICATION
All prior agreements (prior to June 1, 1999) with respect to the subject matter
hereof between the parties are hereby cancelled. This Agreement contains the
entire agreement of the parties relating to the subject matter hereof, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein. No
modification of this Agreement shall be valid unless made in writing and signed
by the parties hereto.
13. BINDING EFFECT
The rights, benefits, duties and obligations under this Agreement shall inure
to, and be binding upon, the Employer, its successors and assigns, and upon the
Employee and his legal representatives, heirs and legatees. This Agreement
constitutes a personal service agreement, and the performance of the Employee's
obligations hereunder may not be transferred or assigned by the Employee.
14. NON-WAIVER
The failure of either party to insist upon the strict performance of any of the
terms, conditions and provisions of this Agreement shall not be construed as a
waiver or relinquishment of this Agreement shall not be construed as a waiver or
relinquishment of future compliance therewith, and said terms, conditions and
provisions shall remain in full force and effect. No waiver of any term or
condition of this Agreement on the part of either party shall be effective for
any purpose whatsoever unless such waiver is in writing and signed by such
party.
15. GOVERNING LAW
This Agreement shall be construed and governed by the laws of the State of
Florida.
16. ARBITRATION
Any controversy or claim arising under, out of, or in connection with this
Agreement or any breach or claimed breach hereof, shall be settled by
arbitration before the American Arbitration Association, in Palm Beach County,
Florida, before a panel of three arbitrators, in accordance with its rules, and
judgment upon any award rendered may be entered in any court having jurisdiction
thereof.
17. HEADINGS
The headings of the paragraphs herein are inserted for convenience and shall not
affect any interpretation of this Agreement.
IN WITNESS WHEREOF the parties have set their hands and seals this ____ day of
May, 1999.
Witness: Employer: ABLE TELCOM HOLDING CORP.
By: __________________________________ By: ___________________________________
Xxxxx X. Xxx
Chief Executive Officer
Witness: Employee:
By: __________________________________ By: ___________________________________
Xxxxxxx Xxxxxxx
