EXHIBIT 10(R)
XXXXXX XXXXXXXX EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and is effective this October
10, 1997 by and between Xx. Xxxxxx Xxxxxxxx ("Employee") and Guardian
International, Inc., a Nevada Corporation ("Company").
Now, therefore, Employee and Company agree as follows:
1. RESPONSIBILITIES
Company hereby employs Employee, and Employee accepts employment, to provide to
Company the following services as directed by the President to include, but not
be limited to:
a. Evaluation and implementation of acquisitions of security alarm
companies and accounts;
b. Assistance in managing telephone networks and costs; and
c. General business management.
Employee shall report to the President.
2. TERM
Employee shall provide services to Company pursuant to this Agreement for a term
commencing on October 10, 1997 and ending on October 10, 2000.
3. COMPENSATION AND BENEFITS
Company shall pay Employee a salary of sixty thousand dollars ($60,000) per year
for services performed pursuant to this Agreement. Payment shall be made
bi-weekly and one week in arrears. Employee shall be entitled to four weeks'
paid vacation that shall accumulate if not used. Employee shall be entitled to a
car allowance of $600 per month and the Company will pay for medical insurance
for himself and his spouse as provided by the Company for its other employees.
4. TERMINATION.
A. This Agreement may be terminated by Company as follows:
(i) If Employee is unable to provide the services by reason of
temporary or permanent illness, disability, incapacity or
death.
(ii) Breach or default of any obligation of Employee pursuant to
Section 5, Covenant Not to Compete, or Section 6,
Confidentiality, of this Agreement.
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(iii) Breach or default by Employee of any other material
obligation in this Agreement, which breach or default is not
cured within five (5) days of written notice from Company.
B. Employee may terminate this Agreement as follows:
(i) Breach or default of any material obligation of Company, which breach or
default is not cured within five (5) days of written notice from Employee.
(ii) If Company files protection under the federal bankruptcy laws, or any
bankruptcy petition or petition for receiver is commenced by a third party
against Company, any of the foregoing of which is not dismissed for a
period of sixty (60) days.
5. COVENANT NOT TO COMPETE
So long as Employee is employed by the Company and for a period of two years
after termination of employment, Employee agrees not to perform any services for
any other company, person, or entity providing any services or equipment related
to electronic security unless requested to do so by the Company.
6. COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION
Employee acknowledges that he is privy to information that is confidential to
the Company and agrees not to disclose it to any non-Company person or entity
unless directed to do so by the Company. Confidential information includes, but
is not limited to, customer lists, pricing schedules, customer locations, and
Company-specific practices regarding identification and evaluations of
acquisition opportunities. Employee acknowledges that disclosure of such
confidential information will cause significant damage to the Company and agrees
to such injunctive relief as may be sought by the Company.
7. CONTROLLING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida.
8. HEADINGS
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
9. FINAL AGREEMENT
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
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10. NOTICES
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier service as
follows:
If to Employee:
Xx. Xxxxxx Xxxxxxxx
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx X
Xxxxxxxxxx, XX 00000
If to Company:
Guardian International, Inc.
0000 X. 00 Xxxxxxx
Xxxxxxxxx, XX
00000-0000
11. SEVERABILITY
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
Guardian International, Inc.
/s/XXXXXX XXXXXXXX By: /s/XXXXXXX XXXXXXXX
Xxxxxx Xxxxxxxx, Chairman Xxxxxxx Xxxxxxxx, President
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