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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this 15th day of June, 1996, the "Effective Date," by and among Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Xxx X. Xxxxxxx ("Xx.
Xxxxxxx").
ETC now desires to employ Xx. Xxxxxxx as a benefits negotiator and Xx.
Xxxxxxx desires to accept such employment with ETC, all on the following terms
and subject to the following conditions.
NOW, THEREFORE, ETC and Xx. Xxxxxxx hereby agree as follows.
1. Employment. ETC hereby employs Xx. Xxxxxxx, and Xx. Xxxxxxx hereby
accepts employment by ETC, for the term and compensation and subject to the
terms and conditions hereinafter set forth.
2. Duties of Xx. Xxxxxxx. Xx. Xxxxxxx shall serve as a benefits
negotiator, subject at all times to the terms and conditions hereof and to the
ultimate control and direction of the President, the Chief Executive Officer,
and the Board of Directors of ETC. In that capacity, Xx. Xxxxxxx shall have a
substantial role in the marketing by ETC of the services it offers on the
"electra-net". Xx. Xxxxxxx shall not make any agreements, representations, or
performance guarantees, or execute or agree to any instruments or contracts, on
behalf of ETC or any of its subsidiaries or affiliates without prior consent of
ETC's chief executive officer or Board of Directors. During the term of this
Agreement, Xx. Xxxxxxx shall devote his entire business day and efforts to the
performance of the duties and responsibilities contained in this Agreement.
3. Compensation. As compensation for her services rendered to ETC in
the capacities set forth above, ETC shall pay to Xx. Xxxxxxx a base salary of
four thousand dollars ($4,000) per month and he shall receive a commission of
ten percent (10%) of ETC's fee when paid on the initial claim concurrent with
enrollment of a client into the "electra-net" attributable to his efforts. The
percentage specified above of the fee so calculated for each calendar month
during the term hereof, less any authorized deductions, shall be paid to Xx.
Xxxxxxx in the next calendar month. There shall be no carry-over from one month
to the next of any negative net income.
Should this Agreement be terminated without cause by ETC, the
liquidated damages shall be payment of ninety (90) days base salary to Xx.
Xxxxxxx. If such termination occurs after six months employment of the current
year term, Xx. Xxxxxxx may exercise his stock option for that year at that
time.
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Employment Agreement Between ETC and Xxx X. Xxxxxxx
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Xx. Xxxxxxx will be given the option to purchase up to forty-five
thousand (45,000) shares of ETC stock at a price of one dollar ($1.00) per one
thousand shares as follows. After one year of employment he may exercise his
option to purchase one-third (1/3) of the stock. After two years of employment
he may exercise his option to purchase and additional one-third (1/3) of the
shares. After three years of employment he may purchase the final one-third
(1/3) of the shares.
4. Benefits. During the term hereof, Xx. Xxxxxxx shall be entitled to
participate in any benefit plans, stock option plans, and medical insurance
programs, provided by ETC on the same basis as other ETC employees including
COBRA benefits if necessary. ETC will additionally provide medical insurance
for Xx. Xxxxxxx'x immediate family.
5. Reimbursement of Expenses. ETC shall reimburse Xx. Xxxxxxx for all
expenses actually incurred by him in connection with ETC business, provided
that such expenses are reasonable and are in accordance with ETC policies. Such
reimbursement shall be made to Xx. Xxxxxxx upon appropriate documentation of
such expenditures in accordance with ETC policies.
6. Term. The term of this Agreement shall be for the period commencing
on June 15, 1996, and ending on June 15, 1997, subject to earlier termination
as provided in Section 7. The term of this Agreement is automatically extended
for one-year periods unless either party gives the other ten days notice prior
to the expiration date.
7. Termination. This Agreement and Xx. Xxxxxxx'x employment hereunder
shall terminate in the event of Xx. Xxxxxxx'x death or if Xx. Xxxxxxx becomes
permanently disabled as determined by the ETC board of Directors. This
Agreement and Xx. Xxxxxxx'x employment hereunder may be terminated by ETC "for
cause" at any time the ETC Board of Directors determines, in the exercise of
its good faith judgment, that Xx. Xxxxxxx has engaged in gross malfeasance or
willful misconduct in performing his duties hereunder and that his continued
employment by ETC no longer is in the best interests of ETC. Xx. Xxxxxxx may
terminate this agreement at any time.
8. Noncompetition for Existing Clients After Termination. Xx. Xxxxxxx
agrees, for a period of six months after the termination of this Agreement, not
to solicit, on his own behalf or on behalf of any future employer or other
entity, any business from any entity with which ETC or any of its subsidiaries
did business during the term. The parties recognize that this covenant not to
compete for specified customers for a limited time period is an integral part
of this Agreement and that ETC would not enter into this Agreement, or would do
so only on the basis of decreased compensation to Xx. Xxxxxxx, without this
covenant.
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Employment Agreement Between ETC and Xxx X. Xxxxxxx
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9. Nondisclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Xx. Xxxxxxx will not disclose to any
person or entity not directly connected with ETC, or use for his own benefit,
any of the trade secrets, financial information, systems, records, or business
methods of ETC or its subsidiaries or affiliates, or any of the business
relationships between ETC or its subsidiaries or affiliates and any of their
business partners or customers, unless such disclosure shall be in direct
connection with or a part of Xx. Xxxxxxx'x performance of his duties hereunder.
All software development code written while Xx. Xxxxxxx is employed by ETC will
be the intellectual property of ETC and will be protected by ETC copyrights.
The provisions of this section shall survive any termination of this Agreement.
10. Notices. All notices hereunder shall be in writing and delivered
personally or sent by U.S. Mail or recognized courier service, addressed as
follows or to such other address for itself as any party may specify hereunder:
If to ETC: Electronic Transmission Corporation
0000 Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Mr. L. Xxxx Xxxxxx,
Chief Executive Officer
If to Xx. Xxxxxxx: Xx. Xxx X. Xxxxxxx
Xx. 0 Xxx 00
Xxxxxxxx, Xxxxx 00000
11. Entire Agreement. Counterparts. Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto. No party may assign this Agreement or its rights or obligations
hereunder without the written consent of all other parties hereto. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, administrators, successors, and
assigns. The headings herein are for convenience of reference only and shall
not affect the meaning or interpretation of this Agreement. This Agreement may
be executed in multiple counterparts, and by the parties in separate
counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas.
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Employment Agreement Between ETC and Xxx X. Xxxxxxx
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. XXXX XXXXXX
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L. Xxxx Xxxxxx
President and Chief Executive Officer
Xx. Xxxxxxx
/s/ XXX X. XXXXXXX
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Xxx X. Xxxxxxx