EXHIBIT 10.15
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into as of the 17th day of July, 2002 by and among
Fullcomm Technologies Inc.
0000 Xxxxxxx Xxx
Xxxxxx Xxxxx, XX 00000
(the "Corporation")
and
Xxxxx Xxxxxx
0000 Xxxxxxx Xxx
Xxxxxx Xxxxx, XX 00000
(the "Executive")
WHEREAS the Corporation is presently inactive and involved in a corporate
restructuring; and
WHEREAS the Corporation wishes to employ the Executive as its president,
secretary, treasurer and chief executive and financial officer and the Executive
agrees to be so employed, in accordance with terms, covenants and conditions
hereinafter set forth;
NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, AND IN CONSIDERATION OF
THE MUTUAL PREMISES AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES HERETO
ACKNOWLEDGE AND AGREE AS FOLLOWS:
1. NATURE AND TERM OF SERVICES
1.1 The Corporation hereby employs, engages and hires the Executive as
president, secretary, treasurer, and chief executive and financial officer of
Fullcomm Technologies Inc., and the Executive hereby accepts and agrees to such
hiring, engagement and employment.
1.2 Nature of Services. The Executive agrees that he shall provide his
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services to the Corporation according to the terms and conditions hereinafter
set forth, as an Executive to the Corporation, and his duties as such an
Executive shall include, but not be limited to, those set forth from time to
time by the Corporation's board of directors. In addition, the Executive shall
use his best efforts to promote the interests of the Corporation (hereinafter
the "Services").
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1.3 Term. The term of this Agreement (the "Term") shall commence July 17,
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2002 and shall continue for a term ending on July 16, 2004.
2. COMPENSATION
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2.1 Salary. In consideration for the Services to be rendered pursuant to
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this Agreement during the Term, the Corporation shall pay the Executive an
aggregate of 12,230,351 shares (the "Shares") of its restricted common stock,
10,000,000 of which shall be payable as soon as practicable following the
execution of this agreement and in all events prior to the Corporation's
effectuation of a 46:1 reverse stock split. The balance of 2,230,351 Shares
shall be issued after the reverse split has been effected and the Stock Exchange
Agreement among the Corporation, Fullcomm Inc., Xxxxxxx Xxxxxx and Xxxxx Xxx
together with the related License Agreement between the Corporation and Fullcomm
Inc. have been executed, completed and closed. Taking into consideration the
value of the services to be rendered during the Term, all or a portion of which
Term the Corporation will be without operations, the Shares will be valued at
$.001 per share or $12,230 on an aggregate basis.
2.2 Other Benefits. Executive shall also be eligible to participate in any
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benefit programs of the Corporation hereafter adopted, including but not limited
to life, disability or health insurance, pension, retirement or other benefit
plans adopted by the Corporation for the general and overall benefit of all
executive and key employees of the Corporation.
2.3 Expense Reimbursement. The Corporation will reimburse the Executive for
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all documented and approved expenses incurred by the Executive in the
performance of his duties under this Agreement, to be paid in accordance with
the Corporation's practices in effect from time to time.
3. CONFIDENTIAL INFORMATION AND NON-COMPETITION
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3.1 Definition of Confidential Information. For the purposes of this
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Agreement, the term "Confidential Information" shall mean, but shall not be
limited to, any technical or non-technical data, formulae, patterns,
compilations, programs, patents, trade secrets, devices, methods, techniques,
drawings, designs, processes, procedures, improvements, models, experimental
work, manuals, financial data, financial information, business forecast
information, cash requirement information, organization information, valuation
information, technical information, scientific information, research
information, lists of actual or potential customers or suppliers, of the
Corporation and any information regarding any of the Corporation's marketing,
sales or dealer network, which is not generally known to the public through
legitimate origins. The Corporation and the Executive acknowledge and agree
that such Confidential Information is extremely valuable to the Corporation. In
the event that any part of the Confidential Information becomes generally known
to the public through legitimate origins (other than by breach of this Agreement
by the Executive), that part of the Confidential Information shall no longer be
deemed Confidential Information for the purposes of this Agreement, but the
Executive shall continue to be bound by the terms of this Agreement as to all
other Confidential Information.
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3.2 Non-Disclosure of Confidential Information. Unless otherwise required
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by law or expressly authorized in writing by the Corporation, the Executive
shall not, at any time during or after the Term, directly or indirectly, in any
capacity whatsoever, except in connection with services to be performed
hereunder, divulge, disclose or communicate to any person, moral or physical,
entity, firm or any other third party, or utilize for the Executive's personal
benefit or for the benefit of any competitor of the Corporation, any
Confidential Information.
3.3 Delivery Upon Termination. Confidential Information and all embodiments
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thereof (including any information on computer disk and any reproductions) shall
remain the sole property of the Corporation, and immediately upon request to
this effect or immediately upon termination of this Agreement for any reason,
the Executive shall promptly deliver to the Corporation all correspondence,
drawings, manuals, letters, notes, notebooks, reports, programs, plans,
proposals, financial documents, or any other documents concerning the
Corporation's customers, dealer network, marketing strategies, products and/or
processes which contain Confidential Information.
3.4 Covenant Not To Compete. During the Term, and for a period of twelve
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(12) months after the termination of the Agreement, the Executive shall not, on
his own behalf or on behalf of another, either alone or in combination with
others, directly or indirectly, in any capacity whatsoever without the express
written consent of the Corporation (including, without limitation, as an
employee, employer, principal, agent, joint venture, partner, shareholder or
other equityholder, independent contractor, licensor, licensee, franchisor,
franchisee, distributor, consultant, supplier or trustee):
(i) engage anywhere in Canada and the United States of America
(hereinafter the "Territory") in any business which is competitive
with the business being conducted by the Corporation during or at the
end of the Term;
(ii) have any ownership or equity interest in any business, firm,
corporation, joint venture, partnership or other entity engaged in any
aspect of the Corporation's business in the Territory (other than 5%
or less of a publicly traded company); or
(iii) consult with or assist any person, moral or physical (other than the
Corporation) who or which is engaged in any aspect of the Corporations
business in the Territory for purposes which are competitive with the
business as conducted by the Corporation.
3.4 Covenant of Non-Solicitation. During the Term, and for a period of
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twelve (12) months after the termination of this Agreement, the Executive shall
not, on his own behalf or on behalf of another, either alone or in combination
with others, directly or indirectly, in any capacity whatsoever (including,
without limitation, as an employee, employer, principal, agent, joint venturer,
partner, shareholder, or other equityholder, independent contractor, licensor,
licensee, franchisor, franchisee, distributor, consultant, supplier or trustee):
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(i) solicit or assist any third party to solicit any employees of the
Corporation to become an officer, director, employee or agent of such
third party, or otherwise entice away from the employment of the
Corporation any employee of the Corporation; or
(ii) (a) canvass or solicit (or procure or assist the canvassing or the
soliciting of) any customer of the Corporation for purposes which
are competitive with the business as conducted by the
Corporation; or
(b) accept (or procure or assist the acceptance of) any business from
any customer of the Corporation for purposes which are
competitive with the business as conducted by the Corporation.
3.6 Other Remedies. In the event that the Executive breaches any of the
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terms contained in this Section 3, the Executive stipulates that said breach
will result in immediate and irreparable harm to the business and goodwill of
the Corporation and that damages, if any, and remedies at law for such breach
would be inadequate. In addition to any and all such remedies available to the
Corporation, the Corporation shall therefore be entitled to apply for and
receive from any court of competent jurisdiction an injunction to restrain any
violation of this Agreement and for such further relief as the court may deem
just and proper.
3.7 Continuing Obligations. The obligations, duties and liabilities of the
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Executive pursuant to Section 3 of this Agreement are continuing, absolute and
unconditional and shall remain in full force and effect as provided therein
despite any termination of this Agreement for any reason whatsoever, including,
but not limited to, the expiration of the Term.
4. TERMINATION
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4.1 Termination for Cause; Death or Disability of Executive. In the event
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of a material breach by the Executive under this Agreement or other actions by
Executive giving rise to grounds for termination for cause, or upon his death or
permanent disability such that the Executive cannot perform the Services
hereunder, this Agreement may be terminated by the Corporation without notice or
penalty. Notwithstanding the foregoing, any Salary, in the form of shares of
the Corporation or otherwise, earned by the Executive prior to such termination,
death or disability shall remain payable by the Corporation to the Executive or
his estate. For purposes of this Agreement, permanent disability means the
Executive has been unable, for three consecutive months, to perform the
Executive's duties under this Agreement, as a result of physical or mental
illness or injury.
4.2 Termination by Executive. This Agreement may be terminated at any time
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by Executive prior to the end of the Term upon three (3) months prior written
notice to Corporation. In such event, Executive shall be required to return a
pro rata portion of the Shares to the Corporation for cancellation based upon
the amount of the Term that shall have been completed by Executive.
4.3 Termination by Corporation without Cause. This Agreement may be
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terminated at any time by Corporation without cause, for any reason whatsoever,
upon payment to Executive of all of the Shares. In such event, Executive shall
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be entitled to retain all of the Shares previously paid.
4.4 Termination Upon a Change in Control. In the event Executive's
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employment is terminated during the Term due to a change in control, Executive
shall be entitled to receive payment of any and all of the Shares not previously
paid and to retain all of the Shares previously paid.
5. MISCELLANEOUS
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5.1 Assignment. Except as provided in this Section 5.1, the Executive and
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the Corporation acknowledge and agree that the covenants, terms and provisions
contained in this Agreement and the rights of the parties hereunder cannot be
transferred, sold, assigned, pledged, or hypothecated; provided, however that
this Agreement shall be binding upon and shall enure to the benefit of the
Corporation and any successor to or assignee of all or substantially all of the
business and property of the Corporation. In addition, the Corporation may
assign its rights hereunder to a direct or indirect subsidiary, affiliated
company, or division of the Corporation without the consent of the Executive.
5.2 The Executive hereby represents and warrants that, in entering into this
Agreement, he is not in violation of any contract or agreement, whether written
or oral, with any other person, moral or physical, firm, partnership,
corporation or any other entity to which he is a party or by which he is bound
and will not violate or interfere with the rights of any other person, firm,
partnership, corporation or other entity.
5.3 Entire Agreement. This Agreement contains the entire agreement between
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the parties and shall not be modified except in writing by the parties hereto.
Furthermore, the parties hereto specifically agree that all prior agreements,
whether written or oral, relating to the Services to the Corporation shall be of
no further force or effect from and after the date hereof.
5.4 Severability. If any phrase, clause or provision of this Agreement is
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declared invalid or unenforceable by a court of competent jurisdiction, such
phrase, clause or provision shall be deemed severable from this Agreement, but
will not effect any other provisions of this Agreement, which otherwise shall
remain in full force and effect. If any restriction or limitation in this
Agreement is deemed to be unreasonable, onerous and unduly restrictive by a
court of competent jurisdiction, it shall not be stricken in its entirety and
held totally void and unenforceable, but shall remain effective to the maximum
extent permissible within reasonable bounds.
5.5 Waiver. The waiver by the Corporation or the Executive of any breach of
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any term or condition of this Agreement shall not be deemed to constitute the
waiver of any other breach of the same or any other term or condition hereof.
5.6 Governing Law. The parties hereto agree that this Agreement shall be
construed as to both validity and performance and shall be enforced in
accordance with and governed by the laws of the State of New York applicable
therein.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
FULLCOMM TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President, Secretary, Treasurer, and
Chief Executive and Financial Officer
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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