Exhibit 10.3
7 October 2005
EMPLOYMENT AGREEMENT
Employment Agreement, between Astrata Group Incorporated (the "Company") and
Xxxxxx Xxxxxx (the "Employee").
For good consideration, the Company employs the Employee on the following terms
and conditions.
1. Term of Employment. Subject to the provisions for termination set forth
below this agreement will be effective from 7th October 2005;
2. Salary. The Company shall pay the Employee a salary of (pound) 110'000
per year, for the services of the Employee, payable at regular payroll
periods;
3. Bonus Compensation: Subject to the development of quantitative and
qualitative goals and subject to the approval of the compensation
committee of the Board of Directors, the employee will receive and
annual performance bonus of up to 100% of salary compensation;
4. Duties and Position. The Company hires the Employee in the capacity of
CHIEF EXECUTIVE OFFICER (CEO); the Employee's duties and competencies
are as described in the attached CEO Job Description Document, dated
December 2004; The Employee's duties may be reasonably modified at the
Company's discretion from time to time;
5. Office Location: Astrata Europe Ltd, 112-113 Xxx Xxxxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxx XX00 0XX, Xxxxxx Xxxxxxx. The Company reserves the
right to change your office location;
6. Employee to Devote Full Time to Company. The Employee will devote full
time, attention, and energies to the business of the Company, and,
during this employment, will not engage in any other business activity,
regardless of whether such activity is pursued for profit, gain, or
other pecuniary advantage;
7. Confidentiality of Proprietary Information. Employee agrees, during or
after the term of this employment, not to reveal confidential
information, or trade secrets to any person, firm, corporation, or
entity. Should Employee reveal or threaten to reveal this information,
the Company shall be entitled to an injunction restraining the Employee
from disclosing same, or from rendering any services to any entity to
whom said information has been or is threatened to be disclosed, the
right to secure an injunction is not exclusive, and the Company may
pursue any other remedies it has against the Employee for a breach or
threatened breach of this condition, including the recovery of damages
from the Employee;
8. Reimbursement of Expenses. The Employee may incur reasonable expenses
for furthering the Company's business, including expenses for
entertainment, travel, and similar items. The Company shall reimburse
Employee for all business expenses after the Employee presents an
itemized account of expenditures, pursuant to Company policy;
9. Vacation. The Employee shall be entitled to a yearly vacation of 35
working days, excluding UK National Holidays, at full pay;
10. Health Care. The employee will receive a comprehensive health and
dental care package covering himself and his/her immediate family;
11. Termination of Agreement. Without cause, the Company may terminate this
agreement at any time upon 30 days written notice to the Employee. If
the Company requests, the Employee will continue to perform his/her
duties and will be paid his/her regular salary up to the date of
termination. In addition, the Company will pay the Employee on the date
of the termination a severance allowance equivalent to no less than 24
months worth of salary, without cause, the Employee may terminate
employment upon 180 days' written notice to the Company. The employee
may be required to perform his or her duties and will be paid the
regular salary to date of termination;
12. Employee Stock Option Plan (ESOP): The employee will be eligible to
receive stock options or stock grants, in accordance with an approved
stock option plan that will be filed with the SEC. The shares granted
to the employee will be determined by the compensation committee of the
Board of Directors. The options will be priced at the market closing
price or market value on the date of the grant;
13. Assistance in Litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or
may become, a party either during or after employment;
14. Effect of Prior Agreements. This Agreement supersedes any prior
agreement between the Company or any predecessor of the Company and the
Employee, except that this agreement shall not affect or operate to
reduce any benefit or compensation inuring to the Employee of a kind
elsewhere provided and not expressly provided in this agreement;
15. Settlement by Arbitration. Any claim or controversy that arises out of
or relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the United Kingdom Employment Protection
(Consolidation) Xxx 0000 as amended. Judgment upon the award rendered
may be entered in any court with jurisdiction;
16. Limited Effect of Waiver by Company. Should Company waive breach of any
provision of this agreement by the Employee, that waiver will not
operate or be construed as a waiver of further breach by the Employee;
17. Severability. If, for any reason, any provision of this agreement is
held invalid, all other provisions of this agreement shall remain in
effect. If this agreement is held invalid or cannot be enforced, then
to the full extent permitted by law any prior agreement between the
Company (or any predecessor thereof) and the Employee shall be deemed
reinstated as if this agreement had not been executed;
18. Oral Modifications Not Binding. This instrument is the entire agreement
of the Company and the Employee. Oral changes have no effect. It may be
altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or
discharge is sought.
Signed on this ____ day of ____________________ 200__ at _______________________
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Company Employee
