Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of the 10th day of
March, 2000 between ▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. ("800America") and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and is effective March 15, 2000.
Whereas 800America has recently acquired ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a
Delaware corporation, pursuant to an Agreement and Plan of Merger; and
Whereas 800America now desires to employee ▇▇▇▇▇▇▇ for the purpose of
managing the prior business of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. as a separate
division of 800America;
Now Therefore in consideration of the mutual promises and undertakings
herein contained, the parties hereto agree as follows:
Employment: Term
Beginning March 10, 2000, 800America agrees to employ ▇▇▇▇▇▇▇ as its
Vice-President / ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇ accepts such employment for
the period commencing March 15, ("Commencement Date") and ending three years
thereafter ("Ending Date") subject to the Termination provisions of this
Agreement. As used in this Agreement, "Employment Term" means the entire period
of ▇▇▇▇▇▇▇'▇ employment by the Company pursuant to this Agreement.
Duties
▇▇▇▇▇▇▇ shall do and perform all services, acts, or things necessary or
advisable to fulfill the duties of Vice President/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇,
including negotiation, execution and oversight of the permance of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇.▇▇▇'s contracts; management of its personnel, management of ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇.▇▇▇'s operations; and other similar executive functions. ▇▇▇▇▇▇▇ will
also have special responsibilities for the transition of operations into
800America. All of the services, acts or other things necessary to fulfill the
duties of ▇▇▇▇▇▇▇ under this Agreement will be subject to (a) such policies as
may be adopted from time to time by the Board of Directors of 800America and (b)
the directives of the President of 800America.
Performance of Duties
▇▇▇▇▇▇▇ agrees that to the best of her ability and experience she will
at all times loyally and conscientiously perform all the duties and obligations
required of her, whether express or implied by the terms of this Agreement, in
all instances to further the best interests of 800America.
Conflicts of Interest
During the Employment Term, ▇▇▇▇▇▇▇ on a full-time basis shall devote
her attention to the business of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇ and shall not directly or
indirectly engage in or have a financial interest in any other business similar
to the business conducted by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this
Agreement, any business ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇ conducts in the future, or any
business which the Company as of the date of this Agreement or in the future has
an equity interest, except as may be disclosed to and expressly approved by the
Board of Directors of 800America.
Compensation
The initial salary to be paid to ▇▇▇▇▇▇▇ shall be $40,000 per annum
payable in twice monthly installments. Provided, however, that 800America hereby
agrees to review in good faith the salary level of ▇▇▇▇▇▇▇ every six months
during the term of this Agreement and reassess such salary level based upon the
economic and business performance of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇. at the time of each
review.
As an inducement for ▇▇▇▇▇▇▇ to enter into this Agreement, 800America
hereby agrees to pay to ▇▇▇▇▇▇▇ a bonus in the amount of $50,000, payable upon
execution of this Agreement and the filing of Articles of Merger with the
Secretary of State of Nevada.
Additional Benefits
▇▇▇▇▇▇▇ shall be entitled to receive any and all fringe benefits on
substantially the same terms as are provided to the rest of the executive staff
of 800America including, to the extent 800America provides such benefits, life
and health insurance, vacation pay .and retirement and/or profit sharing
benefits. ▇▇▇▇▇▇▇ shall also be entitled to reimbursement of reasonable expenses
incurred in the performance of her duties including travel, entertainment and
miscellaneous expenses, provided that such expenses have been incurred by
▇▇▇▇▇▇▇ in connection with the furtherance of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇ business.
Expense reports and records as required by federal and state tax authorities (in
a form satisfactory to 800America) must be submitted for approval prior to
reimbursement.
Termination
800America may terminate the employment of ▇▇▇▇▇▇▇ at any time with or
without cause. In the event 800America terminates ▇▇▇▇▇▇▇ without cause, ▇▇▇▇▇▇▇
shall be paid the remaining balance of any salary due and owing up to the Ending
Date. ▇▇▇▇▇▇▇ shall be deemed to have been terminated with cause if ▇▇▇▇▇▇▇ has:
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breached any of the terms or conditions of this Agreement;
been grossly negligent in the conduct of her duties with 800America;
committed an act with the intent of defrauding 800America;
engaging in behavior in violation of 800America's policies, written or
unwritten, regarding discrimination on the basis of race, sex,
religion, disability or ethnicity;
wrongful disclosure of confidential information;
engaged in a conflict of interest (other than investments in publicly
traded companies);
engaged in willful misconduct in the performance of her duties with
800America; or
committed any act which upon conviction would constitute a felony.
Miscellaneous
This Agreement shall be governed by the laws of the State of Tennessee.
No failure by either party to insist upon another party's strict adherence to
any provision of this Agreement shall constitute a waiver of that provision or
any right or remedy under this Agreement on that or any other occasion. This
Agreement may be amended, and any right or remedy under this Agreement may be
waived, only in a writing signed by a party charged with such amendment or
waiver. No waiver on one occasion shall extend to any other occasion. If any
provision of this Agreement is held to be unenforceable for any reason, the
balance of this Agreement shall continue in full force and effect and be
interpreted and enforced in such manner as may be necessary to give effect as
fully as may be to the purpose and intent of the unenforceable provision. This
Agreement is for the personal services of ▇▇▇▇▇▇▇ and may not be assigned by her
to any other person.
Covenant Not to Compete
For a period of three years from the date of this Agreement, ▇▇▇▇▇▇▇
agrees that she shall not, within the United States or Canada, directly or
indirectly, acting alone or in conjunction with others: (a) engage as a
director, officer, employee, partner, or in any other capacity in any business
in competition with the business conducted by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇; (b) request
any customer of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇ to curtail or cancel their business with
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇; or (c) disclose to any person, firm or corporation any
trade, technical, or technological secrets, any confidential details of
organization or business affairs, or any other confidential information related
to the business of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇.
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Notices
Any notice which may be given under this Agreement shall be given in
writing and delivered personally, telefaxed to the following number or sent by
first class mail, postage prepaid to the following address:
If to ▇▇▇▇▇▇▇: ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
If to 800America 1929 So. ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telefax: (▇▇▇)▇▇▇-▇▇▇▇
The parties have executed this Agreement as of the day and year first
above written.
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a
Nevada corporation
By: /s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇
President
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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