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EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this 17th day of June, 1996, the "Effective Date," by and among Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Xxxx X. Xxxxx ("Xx.
Xxxxx").
ETC now desires to employ Xx. Xxxxx to manage ETC's Electra-Net and
Xx. Xxxxx desires to accept such employment with ETC, all on the following
terms and subject to the following conditions.
NOW, THEREFORE, ETC and Xx. Xxxxx hereby agree as follows.
1. Employment. ETC hereby employs Xx. Xxxxx, and Xx. Xxxxx hereby
accepts employment by ETC, for the term and compensation and subject to the
terms and conditions hereinafter set forth.
2. Duties of Xx. Xxxxx. Xx. Xxxxx shall serve manager of Electra-Net,
subject at all times to the terms and conditions hereof and to the ultimate
control and direction of the President and the Board of Directors of ETC. In
that capacity, Xx. Xxxxx shall have a substantial role in the management by ETC
of the services it offers on Electra-Net. Xx. Xxxxx 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. Xxxxx 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 his services rendered to ETC in
the capacities set forth above, ETC shall pay to Xx. Xxxxx a base salary of
three thousand five hundred dollars ($3,500) per month and he shall receive a
commission attributable to his efforts, the basis of which is to be determined
within ninety (90) days of the Effective Date of this agreement, but in no case
less than one thousand five hundred dollars ($1,500) per month paid monthly
during the term of this agreement.
Xx. Xxxxx 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
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Employment Agreement Between ETC and Xxxx X. Xxxxx
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years of employment he may exercise his option to purchase an 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.
Should this Agreement be terminated without cause by ETC, the
liquidated damages shall be payment of ninety (90) days base salary to Xx.
Xxxxx. If such termination occurs after six months employment of the current
year term, Xx. Xxxxx may exercise his stock option for that year at that time.
4. Benefits. During the term hereof, Xx. Xxxxx 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.
5. Reimbursement of Expenses. ETC shall reimburse Xx. Xxxxx 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. Xxxxx 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 17, 1996, and ending on September 15, 1996, subject to earlier
termination as provided in Section 7. The term of this Agreement is
automatically extended for one-year periods thereafter unless either party
gives the other ten days notice prior to the expiration date.
7. Termination. This Agreement and Xx. Xxxxx'x employment hereunder
shall terminate in the event of Xx. Xxxxx'x death or if Xx. Xxxxx becomes
permanently disabled as determined by the ETC board of Directors. This
Agreement and Xx. Xxxxx'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. Xxxxx 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. Xxxxx may
terminate this agreement at any time.
8. Noncompetition for Existing Clients After Termination. Xx. Xxxxx
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. Xxxxx, without this
covenant.
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Employment Agreement Between ETC and Xxxx X. Xxxxx
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9. Nondisclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Xx. Xxxxx 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. Xxxxx'x performance of his duties hereunder. All software
development code written while Xx. Xxxxx 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. Xxxxx: Xx. Xxxx X. Xxxxx
0000 Xxxxxx Xx.
Xxxxxx Xxxxx, 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 Xxxx X. Xxxxx
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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. Xxxxx
/s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
