EXHIBIT 10.8
EMPLOYMENT AGREEMENT
The Effective Date of this Agreement: AUGUST ___, 2004
This Agreement is by and between HALOCOM, INC. (EMPLOYER)
a Delaware Corporation
located at 00000 Xxxxxx Xxxxx Xxxx., Xxxxx 000X
Xxxxxxx, XX 00000
AND XXXXXXXX X. XXXXXX, (EXECUTIVE)
an individual residing at 0000 Xxxxxxxx Xxxxx,
XxXxxxxx, XX 00000.
PURPOSE OF THIS AGREEMENT
1. The Executive has acquired outstanding and special skills and abilities
and an extensive background in and knowledge of Telecommunications Sales and
Marketing.
2. The Employer desires the services of the Executive, and is therefore
willing to engage his services on the terms and conditions stated below.
3. The Executive desires to be employed by the Employer and is willing to do
so on those terms and conditions.
Now, therefore, in consideration of the above recitals and of the mutual
promises and conditions in this Agreement, it is agreed as follows:
1. EMPLOYEE'S DUTIES & AUTHORITY
The Employer shall employ the Executive as EXECUTIVE VICE PRESIDENT, SALES AND
MARKETING or in such other capacity or capacities as the Employer may from time
to time prescribe, and per the policies and procedures as maybe described in
HaloCom Inc. Employee Policy Manual, whenever such a manual is made available.
2. OTHER BUSINESS ACTIVITIES
During employment, the Executive shall devote his work efforts to the
performance of this Agreement and shall not, without the Employer's prior
written consent, render to others services of any kind for compensation, or
engage in any other business activity that would materially interfere with the
performance of his duties under this Agreement.
2.1 REASONABLE TIME AND EFFORT REQUIRED. During his employment, the Executive
shall devote such time, interest, and effort to the performance of this
Agreement as may be fair and reasonable.
3. NON-COMPETITION DURING EMPLOYMENT
During the employment term, the Executive shall not, in any fashion participate
or engage in any activity or other business competitive with the Employer's
business. In addition, the Executive,
while employed, shall not take any action without the Employer's prior written
consent to establish, form, or become employed by a competing business on
termination of employment by the Employer. The Executive's failure to comply
with the provisions of the preceding sentence shall give the Employer the right
(in addition to all other remedies the Employer may have) to terminate any
benefits or compensation that the Executive may be otherwise entitled to
following termination of this Agreement.
4. TERM OF EMPLOYMENT
The Executive shall be employed for an indefinite and indeterminate period,
unless the Executive is terminated as provided in this Agreement or the
Executive resigns his position with the company.
5. PLACE OF EMPLOYMENT
During the employment term the Executive shall perform the services required at
the Employer's offices, located in Houston, Texas, and from his home located in
Mckinney, Texas. The Executive acknowledges that the Employer may from time to
time or frequently, require the Executive to travel temporarily to other
locations (domestically or internationally) to seek out, confer with, or service
with customers of the company.
6. SALARY
The Employer shall pay a basic salary to the Executive at the rate of $8,000 per
month, payable in equal biweekly installments.
6.1 The basic salary payable to the Executive shall be subject to review for
performance, and if performance is deemed satisfactory, basic salary is
increased annually, (and subject to the availability of funds), by an inflation
adjustment, based on the Consumer Price Index as reported in The Wall Street
Journal or a nationally recognized newspaper.
7. FOUNDER'S STOCK INCENTIVE GRANT
7.1 As an incentive for performance, the company shall grant the Executive
founder's shares to the tune of 2,500,000 (two and half million) of company
stock, FULLY VESTED IMMEDIATELY.
7.2 STOCK OPTIONS Executive will be granted options to purchase shares of
Company stock according to the provisions of HaloCom, Inc. Incentive Stock
Option Plan, when, and only when such a Plan is put in place and made available
by the board of Directors, in the foreseeable future.
8. ADDITIONAL BENEFITS
Pending the availability of funds, and when such funds are deemed available from
a budgetary stand-point, the Executive shall receive all other benefits of
employment generally available to the Employer's other Executive and managerial
Employees (whenever such benefits are in place) including the following:
Group medical, and limited disability insurance plans
Six months severance payments to the Executive (at his current salary) if his
employment is terminated by us without cause (effective after six months of
employment), and premiums for six months of COBRA continuation coverage for
group medical insurance plan.
9. EXPENSES
The Employer shall reimburse the Executive for reasonable PRE-APPROVED expenses
incurred in connection with the Executive's performance of his duties including
travel expenses, food, and lodging while away from home. The Executive cannot
commit the Employer into unapproved expenses with third party Consultants,
Service Vendors, or other individuals or entities, regardless of whether such
services will enhance the Executive's tasks or responsibilities.
10. EMPLOYEE'S RIGHT OF OWNERSHIP
All inventions conceived or developed by the Executive during the term of this
Agreement shall remain the property of the Company, provided however, that as to
all such inventions with respect that the equipment, supplies, facilities, or
trade secret information of the Company was used, or that relate to the business
of the Employer or to the Employer's actual or demonstrably anticipated research
and development, or that result from any work performed by the Executive for the
Employer shall remain the property of the Employer.
11. INDEMNIFICATION BY EMPLOYER
The Employer shall, to the maximum extent permitted by law, indemnify and hold
the Executive harmless against, and shall purchase indemnity insurance, if
available, and pending the availability of funds, on behalf of the Executive in
the amount of $1,000,000 for expenses, including reasonable attorney fees,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the Executive's
employment by the Employer. The Employer shall advance to the Executive any
expense incurred in defending any such proceeding to the maximum extent
permitted by law.
12. EMPLOYER TERMINATION
12.1 INVOLUNTARY TERMINATION OF AGREEMENT. The Employer may terminate this
Agreement without cause, either on the last day of any fiscal year of the
Employer, or with a 30-day prior written notice to the Executive.
12.2 TERMINATION FOR CAUSE. The Employer may terminate this Agreement at any
time without notice if the Executive commits any material act of dishonesty,
discloses confidential information, is guilty of gross carelessness or
misconduct, or unjustifiably neglects his duties under this Agreement, or acts
in any way that has a direct, substantial, and adverse effect on the Employer's
reputation.
13. EMPLOYEE TERMINATION
13.1 TERMINATION ON RESIGNATION THE EXECUTIVE MAY TERMINATE THIS AGREEMENT BY
GIVING THE EMPLOYER 30-DAY PRIOR WRITTEN NOTICE OF RESIGNATION.
13.2 TERMINATION ON RETIREMENT This Agreement shall be terminated by the
Executive's voluntary retirement that retirement shall be effective on the last
day of any fiscal year, provided that the effective date of retirement occurs
after the Executive's 65th birthday, and that the Executive gives the Employer
three months' prior written notice.
13.3 TERMINATION ON DISABILITY (1) If, during the period of employment, the
Executive becomes unable due to mental or physical illness or injury to perform
his duties under this Agreement in his normal and regular manner, this Agreement
shall be then terminated; and (2) the Employer has advised the Executive that it
plans to maintain limited disability insurance for its Employees, including the
Executive. During the term of this Agreement, the Employer shall maintain
limited disability insurance covering the Executive on terms and conditions no
less favorable than the terms and conditions in effect at the date of this
Agreement.
13.4 TERMINATION UPON DEATH If the Executive dies during the period of
employment this Agreement shall then be terminated.
13.5 TERMINATION OR ASSIGNMENT ON MERGER In the event of a merger where the
Employer is not the surviving entity, or of a sale of all or substantially all
of the Employer's assets, the Employer may, at its sole option (1) assign this
Agreement and all rights and obligations under it to any business entity that
succeeds to all or substantially all of the Employer's business through that
merger or sale of assets, or (2) on at least 30 days' prior written notice to
the Executive, terminate this Agreement effective on the date of the merger or
sale of assets.
14. NON-DISCLOSURE AFTER TERMINATION
Because of his employment by the Employer, the Executive will have access to
trade secrets and confidential information about the Employer, its products, its
customers, and its methods of doing business. In consideration of his access to
this information, the Executive agrees that for a period of five years after
termination of his employment, he will not disclose such trade secrets or
confidential information.
15 ARBITRATION
Any controversy or claim arising out of or relating to this Agreement shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, and Judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction. There shall be
three arbitrators, one to be chosen directly by each party at will, and the
third arbitrator to be selected by the two arbitrators so chosen. Each party
shall pay the fees of the arbitrator he selects and of his own attorneys, and
the expenses of his witnesses and all other expenses connected with presenting
his case. Other costs of the arbitration, including the cost of any record or
transcripts of the arbitration, administrative fees, the fee of the third
arbitrator, and all other fees and costs, shall be borne equally by the parties.
Despite the
forgoing, the arbitrators may assign to one party or the other any and all fees
and costs as part of any arbitration award.
17. ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties and supersedes
all prior oral and written Agreements, understandings, commitments, and
practices between the parties. No amendments to this Agreement may be made
except by a writing signed by both parties.
18. CHOICE OF LAW
The formation, construction, and performance of this Agreement shall be
construed in accordance with the laws of Texas.
19. NOTICES
Any notice to the Employer required or permitted under this Agreement shall be
given in writing to the Employer, either by personal service or by registered or
certified mail, postage prepaid, addressed to [c/o Xxxxxx X. Xxxxxx (
President/CEO)] at its then principal place of business. Any such notice to the
Executive shall be given in a like manner and, if mailed, shall be addressed to
the Executive at his home address then shown in the Employer's files. For the
purpose of determining compliance with any time limit in this Agreement, a
notice shall be deemed to have been duly given (1) on the date of service, if
served personally on the party to whom notice is to be given, or (2) on the
second business day after mailing, if mailed to the party to whom the notice is
to be given in the manner provided in this section.
20. SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall nevertheless remain in full force and effect.
If any provision is held invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in full force and effect in all
other circumstances.
UNDERSTOOD, AGREED & APPROVED
Executed by the parties as of the Effective Date first written above.
Employer: HaloCom Inc.
/s/ Xxxxxx Xxxxxx
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By
President and CEO
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Title
Executive: Xxxxxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxx
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Executive
Xxxxxxxxx X. Xxxxxx
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Printed Name
