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EXHIBIT 10.32
SERVICES AGREEMENT
SERVICES AGREEMENT entered into this 21st day of May, 1996 by and between
WAVETECH, INC. ("ITEL") a New Jersey Corporation with offices at 0000 X.
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000; and Xxxxxx X. Xxxxx ("Xxxxx")
of 0000 X. Xxxxxxx Xxxxx Xxxxx, Xxx Xxxxxx, Xxxxxxx 00000.
WITNESSETH:
between the aforesaid parties
NOW THEREFORE, inconsideration of the mutual promises and undertakings
hereinafter provided, the parties hereto agree as follows:
1. President and CEO of Wavetech, Inc. and Interpretel, Inc.
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ITEL hereby offers Xxxxx and Xxxxx hereby accepts effective at the time of
Closing, the position of President and CEO upon the terms and conditions
hereinafter set forth.
2. Terms
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The term of the services rendered by Xxxxx hereunder will be for a period
of Two (2) Years commencing at closing, unless sooner terminated in
accordance with the terms and conditions of this Agreement. Thereafter this
Agreement will continue at will, terminable with/on 90 days written notice
by either party to the other.
3. Duties
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3.1 Subject to the direction and supervision of the Board of Directors of
ITEL ("Board") and to ITEL's By-Laws, the duties of Xxxxx will include
the administration of all operations of Wavetech, Inc. and its
subsidiaries.
3.2 In performing his duties hereunder, Xxxxx shall use due diligence and
all of his skills, expertise, knowledge and contacts for the benefit
of ITEL as its Chief Executive Officer. Xxxxx shall comply with all
such instructions as may, from time to time be given to him by the
Board, all such explanations, information and assistance as the Board
may require, including such reports as are necessary to inform the
Board of the current status of ITEL.
3.3 Xxxxx agrees, during the term of the Agreement, to devote full time to
the business of ITEL.
3.4 Xxxxx may accept, subject to confirmation and approval by shareholders
of ITEL, a position on the Board of ITEL.
4. Compensation
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4.1 Xxxxx to be paid an annual salary of $85,000.00 per annum plus be
extended and fringe benefits that ITEL extends to its employees, but
not limited to Life Insurance, Long Term Disability Insurance and
Medical Insurance.
4.2 Sales Commissions: Attached to this agreement is the former Agreement
dated 27th day of October 1995 between ITEL and Xxxxx. The section
Number 4 of the former Agreement, with subsections 4.1, 4.1.1, 4.1.2,
4.2, 4.3 and 4.4 survive at Xxxxx'x option, only to the time that all
stock options declared in Section 5 of this Agreement are vested. At
that time the former Agreement in its entirety is of no further
effect.
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5. Stock Options and Vesting:
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5.1 Subject to confirmation of the Board of ITEL, Xxxxx shall be
irrevocably granted stock options to purchase 500,000 shares of ITEL's
common stock. This is in addition to the stock options to purchase
300,000 shares of ITEL's common stock as per the former Agreement.
Therefore Xxxxx has stock options to purchase 800,000 shares of ITEL's
common stock. The exercise price of such stock options shall be as
follows: 300,000 shares exercisable at $1.3875 the closing bid price
on the date of exercising the former contract, and 500,000 shares
exercisable at the closing bid price per share on the day of execution
of this Agreement. The terms of the granted stock options shall be as
described in the "Stock Option Agreement."
5.2 Such stock options shall vest as follows: 300,000 shares on May 31,
1996, 300,000 shares on November 30, 1996 and 200,000 shares on May
31, 1997. If Xxxxx terminates or is terminated as per this Agreement,
the Stock options granted hereunder will immediately cease vesting and
the stock options previously vested must be exercised within 60 days
of the termination date. Further, all non-vested options are
immediately vested under the following conditions: a "change in
control" of ITEL; in the event of the permanent disability of Xxxxx;
in the event of the death of Xxxxx; and in the event of forced
retirement of Xxxxx. Xxxxx or Xxxxx'x estate is extended 180 days to
exercise when non-vested options are vested.
6. Business Expenses
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Xxxxx is authorized to incur and Wavetech, Inc. shall pay and reimburse him
for all reasonable and necessary business expenses incurred in the
performance of his duties hereunder including expenses for entertainment,
travel and other items in accordance with guidelines established from time
to time by the Board.
7. Covenants
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7.1 During the term of this Agreement, Xxxxx as a partner or as an
individual or joint venture, as an employee or agent of any person, as
an officer or director, or shareholder of any corporation, or
otherwise agrees not to compete directly or indirectly with ITEL
without the written consent of the Board of ITEL.
7.2 Xxxxx agrees not to market, or sell any competitive replacement
product or service or to compete with the company for one (1) year
following the termination or expiration of this Agreement.
8. Substance Abuse/Alcohol Abuse
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Xxxxx hereby represents and warrants during the term of this Agreement that
he will not engage in any ingestion or administering of (or any other form
of delivery system that is commonly associated with substance abuse)
illegal substances without a doctor's written permission and/or
prescription. In addition, Xxxxx represents that he will not engage in the
use of alcohol during business hours that would tend to impair the
performance of duties under this Agreement.
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9. Termination
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9.1 Xxxxx'x rights hereunder shall terminate upon the occurrence of any
of the following events:
9.1.1 if Xxxxx voluntarily terminates;
9.1.2 the death of the Xxxxx;
9.1.3 if Xxxxx is or shall be unable to discharge properly his
obligations hereunder through illness, disability or
accident for three (3) consecutive months or for a period
aggregating six (6) months in any continuous twelve (12)
months;
9.1.4 if Xxxxx is convicted of a crime of moral turpitude by a
court of competent jurisdiction;
9.1.5 if Xxxxx is convicted of a felony except to the extent that
the charge arises from an act taken at the Board's
direction;
9.1.6 if Xxxxx is grossly negligent or guilty of willful
misconduct in connection with the performance of his
duties, which negligence or misconduct, if curable, is not
cured within fifteen (15) days of a notice of cure by the
Board or the Chairman of the Board.
9.2 All sales commissions will cease as of the date of termination of
Xxxxx pursuant to any of the paragraphs 9.1.1 through 9.1.6 inclusive.
10. Key Person Insurance
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Xxxxx agrees that as long as this Agreement is in force, ITEL may obtain
Key Person life insurance on his life in an amount deemed appropriate by
the Board of Directors of ITEL. Xxxxx represents and warrants that he has
no knowledge of any conditions which would prevent such Key Person life
insurance from being obtained at rates for a healthy male of his age.
11. Other Matters
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This Agreement is a personal service contract intended to secure the
personal services of Xxxxx, and Xxxxx hereby agrees that none of his
rights, obligations or duties under this Agreement shall be assigned,
subcontracted or any way transferred by his to any other party without
prior written consent of ITEL.
12. Miscellaneous
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12.1 The Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey, or the laws of the State of
Incorporation.
12.2 All notices, requests, demands or other communications from either
party hereto to the other pursuant to the Agreement shall be in
writing and shall be deemed to have been duly given when delivered
personally, or upon its mailing by registered or certified mail,
return receipt requested or shall be deemed received seven (7) days
from mailing thereof, postage prepaid, at such other party's last
known address.
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12.3 If any provisions of the Agreement is invalidated for any reason
whatsoever, with the exception of non payment of fees and commissions
or non fulfillment of contracted services to clients by ITEL, the
Agreement shall remain binding between the parties and in full force
and effect except for such invalidated provision.
12.4 The Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, heirs, executors,
legal representatives and assigns.
12.5 Except as waived in writing by a party hereto, no action taken
pursuant to the Agreement or failure to pursue the enforcement of any
right pursuant to the Agreement shall be deemed to constitute a waiver
by such party of compliance with any covenants or promises contained
herein. The waiver by either party hereto of a breach of any provision
of the Agreement shall not operate or be construed as a waiver of any
subsequent breach.
12.6 The Agreement shall extend to and be binding upon Xxxxx, his heirs and
distributes, and upon ITEL, its successors and assigns and also any
subsidiary or affiliated corporation.
12.7 The instrument contains the entire Agreement and understanding of the
parties relating to the subject matter hereof, and the parties hereto
have made no agreements, representations or warranties, oral or
written, relating to the subject matter of the Agreement which are not
set forth herein. The Agreement may be modified, amended, changed or
discharged only by a writing signed by the party against whom
enforcement of any such modification, amendment, change or discharge
is sought. The Agreement supersedes all prior agreements and
understandings, whether written or oral, regarding the contractual
relationship of Xxxxx with ITEL in any capacity whatsoever.
12.8 This agreement shall supersede any agreements between the aforesaid
parties prior to the date of this agreement.
12.9 Paragraphs 4.2, 5.1, 5.2 and 6 shall survive the termination of the
within Agreement.
IN WITNESS WHEREOF, ITEL has caused the Agreement to be executed by its Board of
Directors and Officers hereunto duly authorized and Xxxxx has hereunto set his
hand, all as of the day and year first written above.
ATTEST: WAVETECH, INC.
/s/ Illegible /s/ Xxxxxxx X. Xxxxxxx
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Secretary By: Xxxxxxx X. Xxxxxxx, Chairman
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President and CEO
