Exhibit 10.1
EMPLOYMENT AGREEMENT
This Agreement is entered into this 1st day of June, 2003 by and between Secured
Data, Inc. a Nevada corporation with its principal place of business in Phoenix,
Arizona (COMPANY) and Xxx Xxxxxx Jr. of Camarillo, CA (Employee). In
consideration of the mutual covenants contained herein COMPANY and Employee
agree as follows:
SECTION I - EMPLOYMENT
COMPANY hereby appoints the Employee as Chief Executive Officer with all the
powers and duties consistent with such position. The Employee hereby accepts
said appointment and agrees to be employed subject to the terms and conditions
contained herein.
SECTION II- TERM
Unless otherwise terminated pursuant to Section V of this Agreement, the term of
employment hereunder shall be for a period of one (1) year from June 1, 2003,
with automatic annual renewal each year for 2 renewals or a total of three
years, unless canceled by either party with 60 days written notice.
SECTION III - DUTIES
The Employee shall perform to the best of his abilities all duties necessary to
meet his obligations as the Chief Executive Officer. Said obligations consist of
but are not limited to operations, as it concerns manufacturing, marketing, and
all areas necessary to improve and expand the business of COMPANY. The Employee
shall devote not less than 50% of his time, energy and skill during regular
business hours to such employment. He shall be under the direction of the Board
of Directors of COMPANY and shall report directly to said Board.
SECTION IV - COMPENSATION
1. Salary - Employee's base salary shall be $270,000.00 per annum or
27,000,000 common shares of the COMPANY payable in advance upon election of
Employee within 60 days from the date of the execution of this Agreement.
2. COMPANY shall reimburse pre-approved travel and entertainment expenses per
company policies.
3. Stock Options - Employee shall be entitled to purchase 500,000 shares of
the common stock (restricted pursuant to rule 144) the COMPANY. The strike
price for said option shall be $0.10 USD per share. The right to exercise
said option shall commence six (6) months from June 1, 2003 and shall
expire three (3) years from the date hereof or upon the cancellation of
this Agreement
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SECTION V - TERMINATION
1. COMPANY may terminate this Agreement without cause, however, in said case
COMPANY shall be liable under the terms of this Agreement for a period of
(60) sixty days.
2. For purposes of this Section V, "Cause" shall be defined as: 1) habitual
intoxication or drug addiction; 2) conviction of a felony; 3) material
violation of any rules or regulations of general application established by
employer; 4) commission of an act by employee of fraud, theft, deceit,
dishonesty or conflict of interest; or 5) employee's failure to
satisfactorily perform any of his material agreements, duties or
obligations set forth herein, after notice thereof in writing from
employer.
SECTION VI - CONFIDENTIALITY AND NON DISCLOSURE
1. Employee, except as authorized by COMPANY in writing, shall hold all
confidential information in trust and confidence for COMPANY and agree not
to disclose such information to anyone outside of COMPANY or use such
information for the benefit of anyone other than COMPANY, either during or
after his employment with COMPANY. Said confidential information shall
include without limitation, any and all information concerning (I)
processes, formulas, trade secrets, innovations, inventions, discoveries,
improvements, research or development and test results, specifications,
data, and know-how; (ii) marketing plans, business plans, strategies,
forecasts, unpublished financial information, budgets, projections, product
plans and pricing; (iii) personnel information, including organizational
structure, salary, and qualification of employees; (iv) customer and
supplier information, including identities, product sales and purchase
history or forecasts and agreements; and (v) any other information which is
not known to the public
2. Employee further agrees to promptly deliver to COMPANY on termination of
his employment or at any time it may so request, all memoranda, notes,
notebooks, records, reports, manuals, drawings, blueprints and other
documents or things belonging to COMPANY including all copies of said
materials, which I may then possess or have in my custody or under my
control. The rights and obligation of this paragraph and paragraph 1 of
this section shall survive and continue after any expiration or termination
of this agreement or of employee's employment with COMPANY so long as the
information specified in this and the preceding paragraph remain
confidential.
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SECTION VII INVENTIONS, PATENTS, TRADE SECRETS AND COPYRIGHTS
Employee agrees that all inventions, copyrightable works and confidential
information (including but not limited to new contributions, improvements, ideas
or discoveries, whether patentable or not and computer source code and
documentation) produced, conceived, made or first actually reduced to practice
by employee solely or jointly with others during the period of employee's
employment with COMPANY (the foregoing are subsequently referred to as Creative
Work(s), are hereby assigned to COMPANY and shall be the exclusive property of
COMPANY.
SECTION VIII NON-SOLICITATION OF EMPLOYEES
During Employees employment with COMPANY and for a period of one (1) year after
the termination of said employment for any reason, Employee shall not either
directly or indirectly solicit, induce, recruit or encourage any of the
employees of COMPANY to leave their employment or take away such employees, or
attempt to solicit, induce, recruit, encourage or take away employees of
COMPANY, either for Employee or for any other person or entity.
SECTION IX NON COMPETE
While in the employ of COMPANY and thereafter, Employee shall not in any manner,
directly or indirectly, interfere or attempt to interfere with the business,
goodwill, trade, customers or employees of COMPANY or anyone dealing with
COMPANY. Employee while an employee and thereafter shall not communicate or
divulge, or use for his benefit or any person, firm, association or corporation,
without the prior written consent of COMPANY, any confidential information, or
other confidential matters possessed, owned or used by COMPANY.
All confidential information Employee shall use or prepare or come in contact
with while an employee of COMPANY, regarding the business of COMPANY, shall
remain the sole property of COMPANY.
SECTION X NOTICE
All notices shall be in writing and mailed, sent by facsimile transmission or
hand delivered to:
Employee
Xxx Xxxxxx Jr.
Employer
Secured Data, Inc.
000 Xxxxx Xxx Xxxxx Xxxxx 000-000
Xxxxxxxxx, XX 00000.
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SECTION XI ASSIGNABILITY
This agreement shall inure to the benefit of COMPANY's assigns or successors
whether through a change of stock control or a partial or complete sale of
assets including but not limited to an acquisition or merger.
SECTION XII GENERAL PROVISIONS
1. The laws of the State of California govern this Agreement. If one or more
of the provisions in this agreement is deemed void by law, then the
remaining provisions will continue in full force and effect.
2. Employee acknowledges that this is the sole Agreement between he and
COMPANY with respect to the subject matter contained herein, and he has not
relied upon any representation or promise not expressly stated herein.
3. Any modification to this Agreement can only be made in writing executed by
the Employee and the Board of Directors of COMPANY.
IN WITNESS WHEREOF, Employee, Xxx Xxxxxx Jr., and the COMPANY Eternet, Inc. have
executed this Agreement as of the date first above written and effective as of
June 1, 2003.
COMPANY Employee
By:________________________ __________________________
Xxxxx X. Xxxxxx Xxx Xxxxxx Jr.
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