EXHIBIT 10.4
VIPER NETWORKS
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of this 1st day of
January, 2001, by and between Viper Networks Inc., Inc. (the "Company") and
Xxxx Xxxxxxxxxxx ("Employee").
The parties agree as follows with respect to the employment by the
Company of the Employee:
1. POSITION OF EMPLOYEE. The Employee will continue as Vice
President of Sales and Chief Executive Officer of the Company, until such
time as the Board of Directors of the Company determines otherwise.
2. TERM OF EMPLOYMENT. The Employee's employment with the Company
preceded the date of this Agreement and shall continue for an indefinite
period of time, but this Agreement and such employment may be terminated by
either the Company or the Employee at will, by notice to the other party,
and whether or not there shall be Cause (as defined below) or any other
reason for such termination. However, in case the Company shall terminate
this Agreement and the employment of Employee hereunder without Cause, then
the Company will pay to Employee regular salary amounts owed, as set forth
below.
3. SALARY. Employee's salary shall be at the monthly rate of
$3,000. The payment shall be semi-monthly or on such other basis as the
Company establishes for employees generally, subject to applicable
withholdings.
4. BONUS. Employee shall be entitled to participate in the bonus
plan established by the Board of Directors of the Company for management
personnel. Each bonus shall be determined by the Board of Directors of the
Company, based on meeting performance objectives for Employee as
established from time to time between the Company and the Employee.
5. EXPENSES. The Company will reimburse Employee for customary,
ordinary and necessary business expenses incurred by Employee in performing
his duties and activities on behalf of the Company. However, any expense
in excess of $500 shall be pre-approved by the Company.
6. BENEFITS. Employee shall be entitled to vacation, holidays and
Employee Stock Options on the same terms and conditions as similarly
situated employees. The Company specifically reserves the unrestricted
right to amend, decrease or abolish any such benefits at any time so long
as Employee is not treated less favorably than
similarly situated employees. Employee shall be solely responsible for his
own taxes in respect of salary, bonus, stock options, expenses and benefits
hereunder. The Company shall be entitled to withhold from any thereof as
and to the extent required by law.
7. OTHER EMPLOYMENT. During his employment with the Company,
Employee shall devote as much professional efforts to enhance the business
of the Company as possible. However, the Employee may engage in any other
business activities as long those activities are not in competition with or
that would be adverse to the Company.
8. NO DISCLOSURE OF CONFIDENTIAL INFORMATION. The Employee
recognizes, acknowledges and agrees that as a result of or in connection
with his employment he will have access to and obtain certain Confidential
Information, as defined below, relating to the Company's business and not
generally known to the public or to the Company's competitors. The
Employee recognizes, acknowledges and agrees that the Confidential
Information constitutes a valuable, special and unique asset to the
Company, access to and knowledge of which is essential to the performance
of the employee's duties. The Employee specifically agrees that, except as
directed by the Company's Board of Directors or its Chief Executive Officer
or as required by law, the Employee will not at any time during or after
the Term use or disclose any Confidential Information to any person
whomsoever or allow any Confidential Information to be disclosed to any
person whomsoever except in the good faith performance of his duties.
9. SURVIVAL OF CERTAIN PROVISIONS OF THIS AGREEMENT.. Paragraphs
11, 12 and 14 of this Agreement shall survive any termination of this
Agreement and Employee's employment, regardless of whether such termination
was voluntary or involuntary; for Cause or without Cause; by voluntary
resignation or involuntary discharge; by the Employee's death or
disability; or otherwise.
10. DEFINITIONS. As used in this Agreement, the following terms
have the following meanings:
"Cause" shall mean (i) any act or failure to act, done or omitted in bad
faith, (ii) persistent unavailability for service, habitual neglect,
material misconduct (after notice and a reasonable opportunity to cure) or
dishonesty, or (iii) conviction of a felony (other than ordinary traffic
violations or similar minor offenses).
11. NOTICES. All notices required or permitted hereunder shall be
given in writing to the respective party at the address or facsimile
telephone number set forth below and shall be deemed given seventy-two (72)
hours after deposit in the United States certified mail, return-receipt
requested, first-class, postage prepaid. Notices delivered by overnight
service shall be deemed to have been given upon delivery or refusal of the
same, charges prepaid to the United States Postal Service or private
courier. If any notice is transmitted by facsimile or similar means, the
same shall be deemed served or delivered upon confirmation of transmission
thereof, provided that a
2
hard copy of such notice is delivered by overnight service on the next
business day following such facsimile transmission. Either party may, by
notice to the other, specify a different address for notice purposes.
IF TO THE COMPANY:
Viper Networks Inc.
0000 Xxxxxxxxx Xxx xxxxx 000
Xxx Xxxxx XX 00000
IF TO EMPLOYEE:
Xxxx Xxxxxxxxxxx
XX XXX 00000
Xxx Xxxxx, XX 00000
12. GENERAL PROVISIONS. This Agreement shall not be assigned by
either party without the prior written consent of the other party, which
consent will not unreasonably be withheld. However, the obligations and
benefits of the Employee hereunder are personal and generally not
assignable or delegable by him. Any waiver of any provision or of any
breach of any provision of this Agreement shall be in writing and shall not
be deemed to waive any other provision or any other breach of this
Agreement. This Agreement contains the entire agreement between the
Company and the Employee concerning the subject matter hereof and
supersedes any and or prior agreements or understandings, oral or written,
between the parties relating to the subject matter hereof and Employee's
employment by the Company. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY CONFLICTS OF LAW
PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the Company and the Employee have each duly
executed this Agreement on the date first written above.
VIPER NETWORKS, INC.: EMPLOYEE:
By: Xxxxx Xxxx, By: Xxxx Xxxxxxxxxxx,
President Individual
EMPLOYMENT AGREEMENT DATED JANUARY 1, 2001.
3
