Exhibit 10.19
Employment Agreement
Agreement made this 15th day of June 2004, by and between Telemetrix, Inc.,
a corporation organized and existing under the laws of the State of Delaware,
with its principal office located at 000 Xxxxxxx Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxx, 00000 referred to in this agreement as the company, and Xxxxxxx
Xxxxxxx, of 0000 Xxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000, referred to in this
agreement as the employee.
I. EMPLOYMENT AND DUTIES
The company employs the employee in the capacity of President and CEO and
to perform such other duties consistent with his executive status, as may be
determined and assigned to him by the board of directors of the company.
II. PERFORMANCE
Employee agrees to devote a mutually agreed upon amount of his time and
efforts to the performance of his duties as President and CEO and to the
performance of such other duties consistent with his executive status as are
assigned to him from time to time by the directors of the company.
III. TERM
Except in the case of earlier termination, the term of this contract shall
be for twelve months, commencing June 15, 2004, and subject to performance
review in six months, giving due consideration to the company's financial
condition. This agreement may be terminated by either party during the term upon
thirty days written notice. Such notice shall be delivered as follows:
If to the Company: with a copy to: If to the Employee:
Xxxxx Xxxxxxx Xxxxxxx X. Xxxx Xxxxxxx Xxxxxxx
Telemetrix, Inc. West Law Firm, LLC 0000 Xxxx Xxxxx Xxxxx
000 Xxxxxxx Xxxxx Xxxxxx 000 Xxxx Xxx., 00xx Xx. Xxxxxxx, XX 00000
Xxxxxx, XX 00000 Xxx Xxxx, XX 00000 (000) 000-0000 - fax
(000) 000-0000 (000) 000-0000 - fax
IV. COMPENSATION
For all the services to be rendered by employee in any capacity under this
agreement, including services as President and CEO, or any other duties assigned
to him by the directors of the company, the company agrees to pay employee:
1. A salary of $200,000 per annum; and
2. A number of options to purchase 500,000 common shares of the
company's stock upon execution of this agreement at a strike
price equal to the fair market value of the stock at the time of
grant. The granting of options pursuant to this agreement is
dependent upon approval of the company's board of directors, who
will also determine in good faith the exercise price and
duration.
V. NONDISCLOSURE OF CONFIDENTIAL INFORMATION
Employee covenants and agrees with the company that he will not, either
during the term of his employment or at any time thereafter, disclose to anyone
any confidential information concerning the business or affairs of the company.
VI. COVENANT NOT TO COMPETE
The employee acknowledges that his services and responsibilities are of
particular significance to the company and that his position with the company
does and will continue to give him an intimate knowledge of its business.
Because of this, it is important to the company that the employee be restricted
from competing with the company in the event of the termination of his
employment or upon expiration of this agreement. Therefore, the employee agrees
that he shall not compete directly or indirectly with the company or its
business for a period of two years.
VII. CONFLICTING OBLIGATIONS
Employee represents and warrants to company that he is not now under any
obligation of a contractual or other nature to any person, firm or corporation
which is inconsistent or in conflict with this agreement or which would prevent
him from performing his obligations under this agreement.
VIII. ASSIGNMENT
The performance of this agreement shall be non-assignable by either party
without the prior written consent of both parties. Without such written consent,
any attempted assignment of this agreement shall be null and void. The rights
and obligations of this contract shall inure to and be binding upon the parties
and their respective heirs and successors.
IX. WAIVER OF BREACH
The waiver by either party of a breach of any provision of this agreement
shall not operate or be construed as a waiver of any subsequent breach of this
agreement.
X. INVALIDITY OF PART OF CONTRACT
Should any part of this contract for any reason be declared invalid, such
shall not affect the validity of any remaining portion of the contract, which
remaining portion shall continue in force and effect as if this contract had
been executed with such invalid portion eliminated, and it is declared the
intention of the parties that they would have executed the remaining portion of
this contract without including any such part, parts or portion which may for
any reason be declared invalid.
XI. MISCELLANEOUS PROVISIONS
This agreement supersedes any and all prior written or oral agreements
between the employee and the company, and this agreement may not be changed
except by a writing executed by each party. This agreement is executed and
delivered in the State of Georgia and shall be construed and enforced in
accordance with the laws and decisions of such state. In the event of any
litigation at any time arising under this agreement, it is specifically agreed
among the parties that the venue of such litigation shall be the State of
Georgia, and such venue shall be exclusive in all events unless otherwise agreed
by the parties.
In witness of the above, each party to this agreement has caused it to be
executed on the date(s) indicated below.
TELEMETRIX, INC.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxx
By: Xxxxxxx X. Xxxxx Xxxxxxx Xxxxxxx
Its: Chairman
Dated: July 1, 2004 Dated: July 1, 2004
