[EXHIBIT 10.2]
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into
as of the 30th day of June, 2003, at Brooklyn, New York, by and between Xxxxx
Xxxx ("Xxxx") and Lorcom Technologies, Inc. ("Lorcom" or the "Company"), a
Delaware corporation.
RECITALS
WHEREAS, Xxxx is an experienced executive in the construction
technology industry as evidenced by Xxxx'x resume appended hereto and
incorporated herein by reference; and
WHEREAS, Lorcom desires to employ an experienced executive in the
wireless communications industry as the Company's Chief Technology Officer.
NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, Xxxx and Lorcom agree as follows:
1. EMPLOYMENT. Conditioned upon all of the recitals being true and
correct, Lorcom will employ Xxxx and Xxxx accepts employment from
Lorcom upon the terms and conditions contained in this Agreement.
2. TERM. Lorcom will employ Xxxx for twenty-four (24) months beginning
July 1, 2003, and ending on June 30, 2005. Not less than one hundred
and twenty (120) days prior to the expiration of this Agreement, Xxxx
shall contact the Company to discuss whether this Agreement will be
modified and/or extended.
3. DUTIES. Xxxx is engaged as the Chief Technology Officer for the
Company. Xxxx will report to the Chief Executive Officer of the
Company. His duties include the following:
3.1 Responsibility for providing customer service to ensure complex
systems support for current users and future operations including
high end CPE VoIP based projects; and
3.2 System Analysis and Design; and
3.3 Evaluation and installation of vendor software including scripts,
application programs, forms and report development tools; and
3.4 Development of project plans and implementation of information
systems; and
3.5 Evaluation of processes, user requirements, and system functions
to assist in the selection and implementation of complex systems;
and
3.6 Organization, monitoring, and delivery of information technology
solutions according to project schedule; and
3.7 Performance of other related duties incidental to the work
described herein.
4. COMPENSATION. Lorcom will pay to Xxxx compensation as follows:
4.1 BASE COMPENSATION. Lorcom will pay to Xxxx an initial bass salary
of One Hundred and Four Thousand Dollars ($104,000.00) less legal
withholdings, in accordance with company payroll policy.
4.2 BONUS. The Company has no guaranty of a yearly bonus. The Board
of Directors, in their sole discretion, shall determine the
appropriateness and amount of any bonus to be paid to Xxxx.
4.3 SECURITIES.
4.3.1. Upon satisfactory completion of the term of employment
or upon termination as set forth below, Lorcom will
issue to Xxxx up to 500,000 shares of the Company's
restricted common stock subject to Rule 144 of the
Securities and Exchange Act of 1933, as Amended. The
Shares shall contain the following restrictive legend:
The securities represented by this certificate may not
be offered or sold except pursuant to (i) an effective
registration statement under the Act, (ii) to the
extent applicable, Rule 144 under the Act (or any
similar rule under such Act relating to the disposition
of securities), or (iii) an opinion of counsel, if such
opinion shall be reasonably satisfactory to counsel to
the issuer, that an exemption from registration under
such Act and applicable state securities laws is
available.
4.3.2. The Shares shall vest in equal monthly allotments over
the Term of the Agreement. Upon termination of Xxxx for
any reason other than cause, Xxxx shall receive the
number of shares vested through the date of
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termination or his separation from the Company.
However, if Xxxx is terminated for cause, Xxxx will
not be entitled to receive any shares whatsoever.
4.3.3. In the event that Xxxx separates from the Company
either through termination without cause or
resignation, then the Company shall have the sole and
exclusive right to purchase all of Xxxx'x shares at
five cents ($.05) per share upon separation from the
Company. Xxxx will execute all documents necessary to
effectuate the sale and transfer of the Shares.
4.4 BONUSES. The Company has no guaranty of a yearly bonus. The Board
of Directors, in their sole discretion, shall determine the
appropriateness and amount of any bonus to be paid to Doiban.
4.5 OTHER COMPENSATION. In addition to payment of the fees described
above, Lorcom shall reimburse Xxxx for such reasonable
out-of-pocket expenses (such as travel expenses) incurred
directly in connection with the performance of the services
hereunder.
5. EXTENT OF SERVICES. Xxxx will devote all of his time, attention, and
energies into the business of Lorcom, and shall not, during the term of
this Agreement, and successive terms of this Agreement, if applicable,
be engaged in any conflicting business or activity without the prior
written consent of the Lorcom Board of Directors. For purposes of this
Agreement, the term "conflicting business" shall be defined as any
business which directly competes with the business of Lorcom.
6. XXXX PERFORMANCE REVIEW. Within thirty (30) days after the expiration
of the first six (6) months of this Agreement, the Company's Board of
Directors will review Xxxx'x performance and provide Xxxx with an
opportunity to discuss the review with a representative of the Board.
Xxxx may waive this provision in his sole discretion.
7. TRADE SECRETS/NON-COMPETITION.
7.1 TRADE SECRETS.
7.1.1. It is the express intent of the parties of this
Agreement that any and all such information exchanged
between the parties is to be considered as confidential
and proprietary information and shall not be used or be
disclosed to any person or entity without the express
written permission of the party providing such
information (the "furnishing party") or as
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otherwise provided herein. For purposes of this
Agreement, the term "Information" shall mean all
written information, which we deem to be confidential
and proprietary to us, relating to our Products
(including, but not limited to, data, know-how,
technical and non-technical materials, and product
samples and specifications) which we shall deliver to
you pursuant to this Agreement and which shall be in
writing with the cover pages stamped "Confidential".
7.1.2. Xxxx promises and agrees that he will not disclose or
utilize any trade secrets, confidential information, or
other proprietary information acquired during the
course of his service with Lorcom and/or its related
business entities. As used herein "trade secret" means
the whole or any portion or phase of any formula,
pattern, device, combination of devices, or compilation
of information which is for use, or is used, in the
operation of Lorcom's business and which provides
Lorcom an advantage, or an opportunity to obtain an
advantage, over those who do not know or use it. "Trade
secret" also includes any scientific, technical, or
commercial information, including any design, list of
suppliers, list of customers, or improvement thereof,
as well as pricing information or methodology,
contractual arrangement with vendors or suppliers,
business development plans or activities, or Lorcom
financial information. However, "trade secret" shall
not include information that is known to the public
generally or is obtained through sources outside
Lorcom.
7.1.3. During the term of this Agreement and for a period of
twenty-four (24) months from the expiration or
termination of this Agreement, and provided that Lorcom
does not terminate this Agreement without cause prior
to the expiration of the initial six (6) months of this
Agreement, Xxxx agrees to refrain from engaging in a
business which directly competes with the business of
Lorcom, whether as a partner, consultant, owner,
director, officer or employee, from soliciting current
or former contacts of Lorcom worldwide, from soliciting
existing contacts of Lorcom wherever located, and from
disclosing customer lists, trade secrets and other
confidential information.
7.1.4. For a period of twenty-four (24) months from the
expiration or termination of this Agreement, Xxxx
promises and agrees that he will not, without the
express written consent of the Lorcom Board of
Directors, which consent will not be unreasonably
withheld, directly or indirectly employ, or directly or
indirectly solicit to employ as a consultant or
employee, any person who is exclusively employed as a
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consultant or employee of Lorcom as of July 1, 2003, or
any person who was an employee or consultant of Lorcom
during the six (6) months preceding July 1, 2003.
7.1.5. Xxxx understands that Lorcom is subject to the Foreign
Corrupt Practices Act as enacted in the United States
which prohibits any U.S. company from offering monetary
or other incentives to procure contracts to
individuals, entities, or government employees to which
the individuals, entities, or government employees
would otherwise have no entitlement. In recognition of
this prohibition, Xxxx promises to refrain from any
activity which would violate this prohibition or give
the appearance of a violation. Further, Xxxx agrees to
indemnify and hold Lorcom harmless from any claims or
damages resulting from an act or omission attributable
to Xxxx which would result in damages being imputed to,
or assessed against Lorcom.
7.2 INJUNCTIVE RELIEF. In recognition of the possibility that any
violation of this provision by Xxxx may cause irreparable or
indeterminate damage or injury to Lorcom, Xxxx expressly
stipulates and agrees that Lorcom shall be entitled, upon five
(5) business days written notice to Xxxx, to obtain an
injunction from any court of competent jurisdiction
restraining any violation or threatened violation of this
provision. Such right to an injunction shall be in addition
to, and not in limitation of, any other rights or remedies
Lorcom may have for damages.
8. NEW TECHNOLOGIES, PROCESS, ETC. Xxxx agrees to promptly disclose to the
Company any inventions, technologies, processes or discoveries by Xxxx
of any kind and nature whatsoever which he makes, discovers, or devises
as a result of, or in connection with, this employment by the Company
which inventions, technologies, processes or discoveries are reasonably
related to the business of the Company. Xxxx shall assign and transfer
all of his right, title and interest in and to any such inventions,
technologies, processes or discoveries to the Company. Further, Xxxx
agrees to execute any and all documents reasonably requested by the
Company to obtain patents or otherwise protect the proprietary nature
of the inventions, technologies, processes or discoveries.
9. TERMINATION AND SEVERANCE.
9.1 TERMINATION EVENTS.
9.1.1. This Agreement shall terminate automatically in the
event of Xxxx'x death, permanent disability or Xxxx'x
conviction of a felony. As used
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in this Agreement "permanent disability" shall mean
Xxxx'x inability to perform services hereunder for a
period of four (4) consecutive months or for six (6)
months in any twelve consecutive twelve (12) month
period.
9.1.2. This Agreement shall terminate upon written notice from
Lorcom to Xxxx in the event of (a) Xxxx'x failure or
refusal to perform reasonable directives of Lorcom when
such directives are consistent with the scope and
nature of Xxxx'x duties and responsibilities hereunder;
or (b) any gross or willful misconduct of Xxxx
resulting in loss to Lorcom; or (c) Xxxx'x conviction
of a felony.
9.1.3. Lorcom or Xxxx may terminate this Agreement upon ninety
(90) days written notice to the other.
Upon termination, Xxxx shall return to the Company
all material related to Lorcom's operations.
9.2 SEVERANCE PAY UPON TERMINATION
9.2.1. Upon termination pursuant to Xxxx'x death or permanent
disability, Xxxx will be entitled to receive all
compensation and benefits through the date of
termination.
9.2.2. In the event of termination resulting from a felony
conviction pertaining to Xxxx'x employment, Xxxx will
only be entitled to receive his base salary through the
date of termination.
9.2.3. If Xxxx gives notice to terminate this Agreement within
the first six (6) months, then Xxxx will only be
entitled to receive his base compensation through the
date of termination. If Xxxx terminates this Agreement
after the first six (6) months, then Xxxx will be
entitled to receive his base salary through the date of
termination and any securities prorated through the
date of termination.
9.2.4. If Xxxx is terminated by Lorcom within the first six
(6) months, he shall receive all compensation and
benefits through the first six (6) months. If Xxxx is
terminated in the second six (6) months, he shall
receive all compensation and benefits through one (1)
month following termination. If Xxxx is terminated
anytime following the second six (6) months, he shall
receive all compensation and benefits through three (3)
months following termination.
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10. ENTIRE AGREEMENT. This Agreement represents the entire understanding
and agreement between the parties with respect to the subject matter of
this Agreement, and supersedes all other negotiations, understandings
(including any prior employment agreement) and representations, if any,
made between such parties.
11. AMENDMENTS. This Agreement shall not be altered, amended or modified
unless it be in writing and signed by all parties to this Agreement.
12. ASSIGNMENTS. Neither the Company nor Xxxx may assign or transfer this
Agreement or any obligation under this Agreement without the prior
written approval of the other.
13. BINDING EFFECT. All of the terms and provisions of this Agreement,
whether so expressed or not, shall be binding upon, inure to the
benefit of, and be enforceable by the parties and their respective
personal representatives, legal representatives, heirs, successors and
permitted assigns.
14. SEVERABILITY. If any provision of this Agreement or any other agreement
entered into pursuant to this Agreement is contrary to, prohibited by
or deemed invalid under applicable law or regulation, such provision
shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or deemed invalid under applicable law or regulation, such
provision shall be inapplicable and deemed omitted to the extent so
contrary, prohibited or invalid, but the remainder of such provision
shall not be invalidated and shall be given full force and effect so
far as possible. If any provision of this Agreement may be construed in
two or more ways, one of which would render the provision invalid or
otherwise voidable or unenforceable and another of which would render
the provision valid and enforceable, such provision shall have the
meaning which renders it valid and enforceable.
15. NOTICES. All notices, requests, demands, consents and other
communications required or permitted under this Agreement shall be in
writing (including telex and telegraphic communication) and shall be
(as elected by the person giving such notice) hand delivered by
messenger or courier service, telecommunicated, or mailed (airmail if
international) by registered or certified mail (postage prepaid),
return receipt requested, addressed to:
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If to Xxxx: Xxxxx Xxxx
000 XX 000xx Xxxxxx
Xxxxxxxxx,XX 00000
If to the Company: Lorcom Technologies, Inc.
0000 0xx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
With a copy to: Xxxxx X. Xxxxxx, Esq.
Xxxxx X. Xxxxxx, P.A.
0000 Xxxxxx Xxxx
Xxxxx 000, Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Each such notice shall be deemed delivered; (a) on the date delivered
if by personal delivery; (b) on the date of transmission with confirmed
answer back if by telefax or other telegraphic method; or (c) on the
date upon which the return receipt is signed or delivery is refused or
the notice is designated by the postal authorities or courier service
as not deliverable, as the case may be, if mailed or couriered.
16. JURISDICTION AND VENUE. The parties acknowledge that a substantial
portion of negotiations, anticipated performance and execution of this
Agreement occurred or shall occur in Kings County, New York. Regardless
of any location of such occurrences, each of the parties irrevocably
and unconditionally: (a) agrees that any suit, action or legal
proceeding arising out of or relating to this Agreement shall be
brought in the courts of record of the State of New York in Kings
County or the Federal District Court of the United States, Southern
District of New York; (b) consents to the jurisdiction of each such
court in any such suit, action or proceeding; (c) waives any objection
which it may have to the laying of venue of any such suit, action or
proceeding in any of such courts; and (d) agrees that service of any
court paper may be effected on such party by mail, as provided in this
Agreement, or in such other manner as may be provided under applicable
laws or court rules in State of New York.
17. ATTORNEYS FEES: The parties covenant and agree that if a default or
disagreement occurs pursuant to or concerning this Agreement which
necessitates legal proceedings, the prevailing party shall be entitled
to recover reasonable costs and attorneys fees, inclusive of appellate
and bankruptcy proceedings.
18. GOVERNING LAW. This Agreement and all transactions contemplated by this
Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of New York without
regard to principles of conflicts of laws.
19. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which when so executed shall be deemed to be an original and such
counterparts shall together constitute one and the same instrument.
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20. OTHER OBLIGATIONS OF THE COMPANY. The Company will add Xxxx to the
Company's Director and Officer's Liability Policy, said coverage to
commence and continue during Xxxx'x term of employment with the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement this 30th
day of June, 2003.
LORCOM TECHNOLOGIES, INC.
By: /s/ XXXXX XXXXXX
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Its: Chief Operating Officer
EMPLOYEE:
/s/ XXXXX XXXX
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Xxxxx Xxxx
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