EMPLOYMENT AGREEMENT
This Agreement made this 2nd day of January 1, 1997 between All
Communications Corporation having its principal place of business at 0000 Xxxxx
00, Xxxxxxxxxxxx, Xxx Xxxxxx hereinafter referred to as the 'EMPLOYER' and Xxx
Xxxxxxx residing at 00 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxx Xxxxxx 00000,
hereinafter referred to as the 'EMPLOYEE'.
In consideration of the mutual promises set forth herein and for other good
and valuable consideration, the parties hereby agree as follows:
1. EMPLOYMENT.
EMPLOYER hereby employs EMPLOYEE, and EMPLOYEE hereby accepts employment
from EMPLOYER for the period commencing January 1, 1997 ('Commencement Date')
and ending three years thereafter on December 31, 1999, specifically subject to
prior termination as herein provided.
2. EMPLOYEE shall be employed by EMPLOYER as EMPLOYER's Vice President of
Video Sales and Marketing. The parties hereby agree as follows:
A) EMPLOYEE shall execute any and all duties required of him in
accordance with the terms of this Agreement at the principal place of
business of EMPLOYER, or at such times or other places as may be directed
by EMPLOYER; provided, however, that EMPLOYEE will be permanently located
in Union County, New Jersey.
B) EMPLOYEE agrees to render such other services to EMPLOYER of the
kind as may be from time to time required of EMPLOYEE by EMPLOYER.
3. COMPENSATION.
As compensation for services rendered by EMPLOYEE to EMPLOYER, EMPLOYER
shall pay EMPLOYEE as follows:
A) EMPLOYER shall pay EMPLOYEE the following cash sums as compensation
for EMPLOYEE's services.
1997.................................................... $104,000.00
1998.................................................... 114,000.00
1999................................................... 124,000.00
B) EMPLOYER will pay EMPLOYEE biannually 1/2 of 1% of
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net sales. Net sales shall not include taxes, transportation,
commissions and fees to non-employees or similar charges. Payment under
this subparagraph (B) shall cease upon Employee's termination of employment
for any reason.
(C) Any amount to which EMPLOYEE is entitled as compensation, bonus,
or any other form of compensation subject to withholding, shall be subject
to usual deductions for appropriate federal and state tax obligations of
EMPLOYEE.
4. BENEFITS.
EMPLOYER shall provide EMPLOYEE the following benefits in addition to
compensation:
A) EMPLOYEE shall in the first instance secure hospital, surgical,
medical and other health insurance through EMPLOYEE wife's insurance
coverage. In the event such health coverage shall become unavailable, then
EMPLOYER shall provide EMPLOYEE and his dependents with group health
insurance available to all employees of EMPLOYER on the same basis.
(B) EMPLOYEE shall be entitled, as of the Commencement Date of this
agreement, to an annual paid vacation leave of two weeks at full
compensation in the first and second years. For the third year of the term
of employment EMPLOYEE shall be entitled to three weeks vacation at full
compensation. Vacation time may not be accrued beyond each year.
C) Beginning with the Commencement Date and for each consecutive
calendar month thereafter, EMPLOYEE shall be entitled to receive from
EMPLOYER the sum of four hundred dollars ($400.00) per month as
reimbursement for vehicle expense.
D) EMPLOYER shall reimburse EMPLOYEE, on a monthly basis for all
expenditures made by employee in connection with travel, entertainment and
miscellaneous expenses, provided such expenses have been incurred by
EMPLOYEE in connection with the furtherance of EMPLOYER's business and are
substantiated in writing. EMPLOYEE shall submit documentary evidence (such
as receipts for paid bills, etc.) in form satisfactory to EMPLOYER, which
states sufficient information to establish the amount, date, place, and the
character of the expenditure for any expense incurred by EMPLOYEE in
furtherance of EMPLOYER's business.
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EMPLOYER does not have any disability plan in effect at the present time.
It is EMPLOYER's intention to effectuate a plan for the benefit of all employees
at the discretion of the EMPLOYER's Board of Directors at such time as the
financial condition of EMPLOYER may make the implementation of a disability plan
feasible.
5. TERMINATION.
This Agreement may be terminated before its normal expiration date as
follows:
A) By the EMPLOYEE giving of ninety days written notice to EMPLOYER.
B) EMPLOYER may terminate this agreement upon written notice to
EMPLOYEE for cause, which said cause shall be limited to the following:
1) EMPLOYEE's habitual intoxication or drug addiction;
2) EMPLOYEE's being convicted of a felony involving moral
turpitude;
3) A final adjudication by a court of competent jurisdiction of
EMPLOYEE being mentally incompetent as that term is defined in
accordance with the statutes of the state of New Jersey; or
4) For EMPLOYEE's substantial or material breach of loyalty to the
EMPLOYER.
C) This Agreement shall automatically terminate as of EMPLOYEE's death
and all monetary obligations of EMPLOYER to EMPLOYEE as set forth herein
(exclusive of any death benefits for which EMPLOYEE's beneficiaries are
entitled to hereunder;) shall be prorated to the date of death and paid to
EMPLOYEE's estate including but not limited to the salary, bonuses,
compensation, vehicle reimbursement, other reimbursements, insurance,
compensation and benefits.
D) EMPLOYER shall have the right to terminate this Agreement after
giving to EMPLOYEE ten (10) days written notice of this intention to do so,
should EMPLOYEE, because of 'total and permanent disability' be unable to
perform any duties required of EMPLOYEE hereunder for a period of ninety
(90) consecutive days; the term 'total and permanent disability shall mean
the existence of a
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permanent mental or physical disability, determined by a physician in
accordance with generally accepted medical principles, which renders
EMPLOYEE totally unable to perform the duties of EMPLOYEE under the terms of
this Agreement. In the event of termination in accordance with the
foregoing, EMPLOYEE shall continue to be entitled to receive from EMPLOYER
any and all salaries, bonuses, benefits, during the foregoing ninety (90)
day period.
E) If EMPLOYER terminates this Agreement for any reason set forth in
paragraph 5B above EMPLOYEE shall not be entitled to any compensation
provided for herein for any remainder of the term of this Agreement.
7. NONDISCLOSURE COVENANT.
EMPLOYEE shall directly or indirectly disclose or use at any time, either
following or subsequent to the term of employment as set forth in this
Agreement, any of the following that are secret or confidential unless EMPLOYEE
shall first secure the written consent of EMPLOYER: Information, knowledge, or
data of EMPLOYER whether or not obtained, acquired or developed by EMPLOYEE. On
termination of this Agreement, EMPLOYEE shall return to EMPLOYER all notes,
memorandum, notebooks or other documents made by, compiled by or delivered to
EMPLOYEE concerning any customers, distributors, systems, products, apparatus
used, developed or investigated by EMPLOYEE during his employment, it being
agreed that same and, to the extent recognized by law all information contained
therein, are at all times the property of EMPLOYER.
8. BUSINESS COVENANT.
During the term of this Agreement, EMPLOYEE shall devote his entire
productive time, ability, and attention to the business of EMPLOYER. EMPLOYER
shall not during normal business hours, directly or indirectly render any
services of a business, commercial or professional nature to any other person or
organization, whether for compensation or otherwise without the prior writen
consent of EMPLOYER.
9. NON 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 that he terminates his employment.
Therefore the Employee agrees that in the event that this Agreement is
terminated by Employee pursuant to paragraph 5a
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above he shall not compete directly or indirectly with the Company or its
business anywhere in the United States for a period of 1 year after the
termination of his employment, but in no event shall this restriction continue
after December 31, 1999.
10. NOTICES.
All notices required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given if mailed by certified or registered
mail, return receipt requested, addressed to the intended recipient as follows
or such other address provided by either party to the other:
A) To EMPLOYER, 0000 Xxxxx 00, Xxxxxxxxxxxx, Xxx Xxxxxx, 00000
Attention: Xxxxxxx X. Xxxxx, President, with copy to Xxxxxx X. Xxxxxx, Esq,
000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxxx, 00000.
B) To EMPLOYEE, 000 Xxxxxxxxx Xxxxx, Xxxxxxxxx 0X, Xxx Xxxx, Xxx Xxxx
00000.
11. INSURANCE
At the present time EMPLOYER does not have in effect any key man insurance
on the life of Xxxxxxx X. Xxxxx or any other employee. It is EMPLOYER's
intention to purchase such insurance on the life of Xxxxxxx X. Xxxxx at the
discretion of EMPLOYER's Board of Directors.
12. MISCELLANEOUS
This Agreement contains the entire agreement of the parties hereto and
shall not be modified or changed in any respect except by writing executed by
the parties hereto. This Agreement supersedes all previous Employment Agreements
between EMPLOYER and EMPLOYEE. This Agreement shall be construed, interpreted
and enforced in accordance with the laws of the state of New Jersey. Captions in
this Agreement are totally for convenience, and are not a substantive part of
this Agreement, and shall not in any manner alter or vary the interpretation or
construction of this Agreement. All of the terms and conditions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their heirs, successors and personal representatives, EMPLOYEE may not assign
this Agreement.
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In Witness Whereof the parties have executed this Agreement on the date and
year first above set forth.
ALL COMMUNICATIONS CORPORATION
/s/ XXXXXXX X. XXXXX
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XXXXXXX X. XXXXX
PRESIDENT
/s/ XXX XXXXXXX
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XXX XXXXXXX
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