Exhibit 10.25
EMPLOYMENT AGREEMENT
(Xxxxxxx Xxxxxx)
THIS EMPLOYMENT AGREEMENT, made this 26 day of February, 1999,
by and between Paramount International Telecommunications, Inc., a Nevada
Corporation, with its office and principal place of business at 0000 Xxxxxxx
Xxx, Xxxxx, Xxxxxxxxxx, 00000, (hereinafter referred to as the "Corporation"),
and Xxxxxxx Xxxxxx (hereinafter referred to as the "Employee").
WHEREAS, Corporation desires to employ Employee as President
of the Corporation under the terms and conditions set forth herein and Employee
desires to be so employed.
NOW THEREFORE, the Parties agree as follows:
1. EMPLOYMENT: Corporation agrees to employ Employee, and
Employee agrees to be so employed in the capacity and with the title of
President during the term of this Employment Agreement ("Agreement").
2. TERM:
a. Employment shall be for a term of five (5) years
commencing on before January 1, 1999.
b. Unless the Employee shall have received written
notification from the Board of Directors of the Corporation that this Employment
Agreement will not be renewed at least One Hundred Twenty (120) days prior to
its expiration, then this Agreement shall be extended for additional terms of
one (1) year each, without further formalities on the
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same terms and conditions and as if this Agreement, adjusted for increased
salary levels, had just become effective.
3. DUTIES:
a. Employee shall serve as the President of Paramount
International Telecommunications, Inc. In that capacity, Employee shall do and
perform all services, acts, or things necessary or advisable to fulfill the
duties of a President.
b. Employee agrees that to the best of his ability
and experience he will at all times loyally and conscientiously perform all of
the duties and obligations required of him either expressly or implicitly by the
terms of this Agreement.
4. EXTENT OF SERVICES: The Employee shall devote substantially
his entire working time, attention and energies to the Employer's business and
shall not during the term of this Agreement be engaged in any employment
activities, undertake to work for compensation or accept employment with another
entity for gain, profit, or other pecuniary advantage. However, the Employee may
invest his assets in such form or manner as will not require his services in the
operation of the affairs of the companies in which such investments are made.
5. COMPENSATION:
A. SIGNING BONUS: The Company shall deliver to the
Employee as signing bonus upon execution of the Agreement the following:
i) The cash amount of Three Hundred
Seventy-five Thousand Dollars ($375,000.00); and
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ii) Twelve Thousand Five Hundred (12,500)
shares of the Common Stock of Carnegie International Corporation which shares
shall be subject to restrictions on transferability in accordance with the
Securities Act of 1933 and Rule 144 promulgated thereunder.
B. BASE SALARY: Effective on the date hereof,
Corporation shall pay to Employee as base salary for his services the sum of One
Hundred Thirty Thousand Dollars ($130,000.00) per year. Base salary due to the
Employee shall be paid bi-weekly.
C. BONUS SHARES: In addition to the consideration set
forth heretofore, the Corporation shall deliver to Employee additional shares of
common stock of Carnegie International Corporation ("CIC") (the "Bonus Shares")
based on sales revenue earned by the Corporation for each of the annual periods,
by quarter, for the two year period commencing April 1, 1999 and ending March
31, 2001, (the "Period") provided the Corporation maintains a profit margin of
at least eight percent (8%) earnings before income taxes ("EBIT") (the 8%
Margin") for each of the quarters in which the gross sales revenue for the
Corporation reach certain levels noted below (the "Sales Level") and all
quarters within the Period prior thereto according to generally accepted
accounting principles (GAAP). For purposes of this Section 5C, the Employee may
be eligible to receive Bonus Shares only once during the Period for each of the
Sales Levels of $25M, $35M, and $50M, computed on an annual basis. There shall
be no carryover of gross sales from the first year to the second year of the
Period. The number of Bonus Shares to be issued and dates of issuance shall be
based on the criteria and computations noted below:
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i) At the end of any quarter of the Period
during which the Corporation has continuously maintained the 8% Margin and
attained cumulatively through that quarter the Sales Level of not less than
$25,000,000.00, the Corporation shall deliver to Employee twenty-five percent
(25%) of that number of Bonus Shares to be computed beginning with the number
representing the increase in gross sales revenue above $16,000,000.00, divided
by the average closing bid price of the Common Stock for the fifteen (15)
trading days prior to the end of said quarter reduced by fifteen percent (15%).
The parties hereby incorporate by reference the spread sheet entitled "Examples
Of Bonus Shares" which is attached hereto as Exhibit A, which reflects 400% of
the number of Bonus Shares to be issued hereunder based on different stock
prices.
ii) At the end of any quarter during which
the Corporation has continuously maintained the 8% Margin and attained the Sales
Level of not less than $35,000,000.00 in either the first four or the last four
quarters of the Period, the Corporation shall deliver to Employee twenty-five
percent (25%) of that number of additional Bonus Shares to be computed beginning
with the increase in sales revenue above $25,000,000.00 divided by the average
closing bid price of the Common Stock for the fifteen (15) trading days prior to
the end of said quarter reduced by fifteen percent (15%).
iii) At the end of any quarter during which
the Corporation has continuously maintained the 8% Margin and attained the Sales
Level of not less than $500,000.00 in either the first four or the last four
quarters of the Period, the Corporation shall deliver to Employee twenty-five
percent (25%) of that number of additional Bonus Shares to be computed beginning
with the increase in sales revenues above $35,000,000.00
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divided by the average closing bid price of the Common Stock for the fifteen
(15) trading days prior to the end of said quarter reduced by fifteen percent
(15%).
iv) If at the end of the eighth quarter, the
Corporation has not attained the Sales Level of $50,000,000.00 for the Period
the Corporation shall deliver to Employee twenty-five percent (25%) of that
number of additional Bonus Shares to be computed beginning with the excess above
the highest Sales Level attained plus one-half of the difference between the
actual aggregate gross sales revenues for the year and the next higher Sales
Level divided by the average closing bid price of the Common Stock for the
fifteen (15) trading days prior to the end of the Period reduced by fifteen
percent (15%).
v) All of the Bonus Shares to be delivered
to Employee hereunder shall be restricted shares pursuant to Rule 144 of the
Securities Act of 1933 (the "Act"). CIC will provide piggy-back registration
rights for fifty percent (50%) of the Bonus Shares so that such Bonus Shares
shall be freely tradeable as soon as practicable after the SEC declares any such
registration effective.
vi) The Corporation hereby agrees that the
determination of eligibility and computation of Bonus Shares to be issue shall
be made forty-five (45) days after each quarter with any Bonus Shares to be
issued within fifteen (5) days thereafter.
D. FIRST CALL COMMUNICATION BONUS: In the event that
the Corporation is successful in obtaining the contemplated International
Operator Services Agreement between the Corporation and First Call Communication
("First Call Communication Agreement"), the Corporation shall pay Employee the
cash sum of Three
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Hundred Thousand Dollars ($300,000.00) on the sixth month anniversary of the
date of the First Call Communication Agreement.
6. ADDITIONAL COMPENSATION: A performance bonus shall also be
paid annually to the Employee. The bonus will be determined by the President and
Board of Carnegie International Corporation (hereinafter referred to as
"Carnegie")
7. STOCK OPTION: The Employee shall participate in future
stock option plans as approved by the Board of Carnegie which plans shall be
consistent with those of similarly situated officers of subsidiaries of
Carnegie.
8. BENEFITS:
a. The Employee shall be entitled to benefits as
provided by the Carnegie senior executives of subsidiaries of Carnegie both as
of the date of this Agreement as well as any additional employee benefits which
may be awarded or offered during the term of this Agreement.
b. The Corporation shall pay premiums on health
insurance (medical and dental) for the Employee and his spouse, consistent with
the policies provided to other Executives of subsidiaries of Carnegie.
c. Employee shall be entitled to such paid vacation
and sick days as approved by the Board of Directors of Carnegie consistent with
that given to the other Executive Officers of Carnegie.
9. EXPENSES: Reimbursement: The Corporation shall reimburse
Employee for all reasonable and necessary expenses incurred in carrying out his
duties under this Agreement except for expenses relating to the maintenance of
an automobile as those
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expenses are encompassed in Paragraph 10 of this Agreement. In any event,
Employee shall present to the Corporation from time to time an itemized account
of such expenses in any form required by the Corporation.
10. AUTOMOBILE: The Corporation shall provide the Employee
with an automobile allowance of Seven Hundred Fifty Dollars ($750.00) per month,
from which Employee is to pay any purchase or lease payment, maintenance,
insurance, gas, oil and repairs.
11. TERMINATION BY THE CORPORATION: This Agreement may be
terminated by the Corporation for the following reasons:
a. For Cause: Corporation may terminate this
Agreement for cause because of Employee's gross negligence or intentional
failure to perform the Employee's duties.
b. Disability: Corporation shall have the right to
terminate this Agreement on thirty (30) days notice to Employee if, because of
mental or physical disability Employee shall be determined by competent medical
authority to be incapable for a period of ninety (90 ) days from fully
performing any or all his obligations of his position within the Corporation. In
this event Corporation's obligations under this Agreement shall terminate
fifty-two (52) weeks after the onset of such disability.
c. Convenience of the Corporation. In the event
Employee's employment is terminated by the Corporation for reasons of
convenience of the Corporation and not due to any causes as provided above, the
Corporation agrees to continue Employee's full salary for the remainder of the
Agreement, or one year's salary, whichever is greater.
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d. Notwithstanding anything to the contrary, any
termination hereunder shall not alleviate Employer's obligations to Employee
under Sections 5(a), 5(c) & 5(d) of the instant agreement.
12. TERMINATION BY THE EMPLOYEE: This Agreement may be
terminated for cause at any time by the Employee, or terminated without cause by
the Employee at any time after either renewal of this Agreement as provided in
Section 2 of this Agreement upon at least sixty (60) days' written notice to the
Employer. The Employee's exercise of his termination rights hereunder shall not
affect the Employee's entitlement to all salary and other benefits of employment
or of this Agreement up to the effective date of such termination.
13. INDEMNITY: Corporation shall indemnify Employee and hold
him harmless for all acts or decisions made by him in good faith while
performing services for the Corporation. Corporation shall use its best efforts
to obtain insurance coverage for the Employee covering his acts or decisions
during the term of his employment against lawsuits; but the Corporation's
failure to obtain such insurance shall not limit its obligations to the Employee
under this paragraph. Corporation shall pay all expenses including reasonable
fees and related disbursements of attorneys and of other professionals actually
and necessarily incurred by Employee in connection with the defense of such act
or decision in any threatened or actual suit or proceeding and/or in connection
with any related appeal including the cost of settlement and/or in connection
with the Employee's involvement as an actual or prospective witness in any
company-related litigation and/or enforcing the Employee's rights under this
Agreement in the face of actual or threatened breach or default by the
Corporation.
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14. DISCLOSURE OF CONFIDENTIAL INFORMATION: The employee
acknowledges that he will have access to significant amounts of confidential
information of Employer and its Parent Company, Carnegie International
Corporation and affiliates of Carnegie, including such information as lists of
customers, sources of supply, production information, product information,
service information, formulas, computer programs and development ideas related
thereto, work in progress, trade secrets technical information acquired by
Employee from Employer or Carnegie from the inspection of Employer's or
Carnegie's property, confidential information disclosed to Employee by third
parties, and all documents, things and record bearing media disclosing or
containing the aforegoing information, including any confidential materials
prepared by the parties hereto which contain or otherwise relate to such
information concerning the Employer's and/or Carnegie's (including affiliates of
Carnegie) financial, intellectual, technical and commercial information
(collectively hereafter referred to as "Confidential Information") shall be and
remain confidential. The Employee will not during or after the term of this
employment, disclose the Confidential Information or any part thereto to any
person, firm, corporation, association, or other entity for any reason or
purpose whatsoever. In the event of a breach or threatened breach by the
Employee of the provisions of this paragraph, the Employer shall be entitled to
an injunction restraining the Employee from disclosing, in whole or in part, the
Confidential Information, or from rendering any services in connection with the
telecommunications industry to any person, corporation, association, or other
entity to whom such Confidential Information, in whole or in part, has been
disclosed or is threatened to be disclosed. Nothing herein shall be construed as
prohibiting the Employer or Carnegie from pursuing any of the
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remedies available to the Employer for such breach or threatened breach,
including the recovery of damages from the Employee. The Employee shall be
responsible to Employer and Carnegie for reasonable attorneys fees and costs
incurred in connection with the enforcement of this provision should a Court of
competent jurisdiction rule in favor of Employer or Carnegie in connection with
a cause of action brought for enforcement of said provision.
15. RESTRICTIVE COVENANTS: In consideration of the
compensation reflected herein as well as the consideration securities to be
received by the Employee, for a period of five (5) years, after the termination
or expiration of this Agreement and any extension thereof, the Employee will not
within the, geographical customer market of North America, including Canada;
Latin America, and Mexico; and/or any other country in which the Company is
doing business or activity pursuing business leads at the time of Employee's
termination or expiration of the Agreement, directly or indirectly, own manage,
operate, control, be employed by or participate in any business that competes
with and or sells similar products and or services as the business conducted by
the Employer at the time of the termination of this Agreement. In the event of
the Employee's actual or threatened breach of the provisions of this paragraph,
the Employer shall be entitled to an injunction restraining the Employee
therefrom. Nothing shall be construed as prohibiting the Employer from pursuing
any other available remedy for such breach or threatened breach, including the
recovery of damages from the Employee. The Employee acknowledges that the
restrictions set forth in this Agreement are reasonable as to territory and
scope in light of the technological nature of the Company's business.
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16. UNIQUENESS OF EMPLOYEE'S SERVICES: Employee hereby
represents and agrees that the services to be performed under the terms of this
Agreement are of a special, unique, unusual, extraordinary, and intellectual
character that gives them a peculiar value, the loss of which cannot be
reasonably or adequately compensated in damages in an action at law. Employee
therefore, expressly agrees that Employer, in addition to any other rights or
remedies which Employer may possess, shall be entitled to injunctive and other
equitable relief to prevent or remedy a breach of this agreement by Employee.
17. NOTICES: All notices required or permitted to be given
under this Agreement shall be given by certified mail, return receipt requested,
to the parties at the following addresses or to such other addresses as either
may from time to time designate in writing to the other party: If to the
Corporation: Paramount International Telecommunications, Inc.
0000 Xxxxxxx Xxx
Xxxxx, Xxxxxxxxxx 00000
With a Copy to its Parent Corporation: Carnegie International Corporation
Executive Xxxxx 0
Xxxxx 0000
00000 XxXxxxxxx Xxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
and
If to Employee: Xx. Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxx
Xxxxx, Xxxxxxxxxx 00000
18. GOVERNING LAW: This Agreement shall be construed and
enforced in accordance with the laws of the State of Maryland.
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19. JURISDICTION: SERVICE OF PROCESS: Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this
Agreement may be brought against any of the parties in the courts of the State
of Maryland, County of Baltimore, or if it has or can acquire jurisdiction, in
the United States District Court for the District of Maryland (Northern
Division), and each of the parties consents to the jurisdiction of such courts
(and of the appropriate appellate courts) in any such action or proceedings and
waivers any objection to venue laid therein. Process in any action or proceeding
referred to in the preceding sentence may be served on any party anywhere in the
world. THE PARTIES WAIVE THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION OR
PROCEEDING.
20. ENTIRE CONTRACT: This Agreement constitutes the entire
understanding and agreement between the Corporation and Employee with regard to
all matters herein. There are no other agreements, conditions or
representations, oral or written, express or implied, with regard thereto. This
Agreement supersedes any prior executed Employment Agreement between the Company
and the Employee.
21. AMENDMENT OR MODIFICATION: This Agreement may be amended
or modified only in writing, signed by both parties.
22. HEADINGS: Headings in this Agreement are for convenience
only and shall not be used to interpret or construe its provisions.
23. COUNTERPARTS: This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original.
24. BINDING EFFECT: The provisions of this Agreement shall be
binding upon and inure to the benefit of both parties and their respective
successors an assigns.
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IN WITNESS WHEREOF, Corporation has by its appropriate
Officer, signed and affixed its seal and Employee has signed and sealed this
Agreement as of the date first above written.
ATTEST: CORPORATION:
PARAMOUNT INTERNATIONAL
TELECOMMUNICATIONS, INC.
/s/ BY: /s/ Xxxxxxx Xxxxxx (SEAL)
---------------------------- ---------------------------------
, President
WITNESS: EMPLOYEE:
/s/ BY: /s/ Xxxxxxx Xxxxxx (SEAL)
---------------------------- ---------------------------------
Xxxxxxx Xxxxxx
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