AMENDED EMPLOYMENT AGREEMENT
AGREEMENT, made this 2nd day of January, 1997, by and between ALL
COMMUNICATIONS CORPORATION, a duly organized and existing New Jersey corporation
having a usual place of business in 0000 XX. 00 Xxxxxxxxxxxx, Xxx Xxxxxx,
(hereinafter called the "Company"), and XXXXXXX X. XXXXX of 00 Xxxxxx Xxxxx
Xxxx, Xxxxxxxxxxx, Xxx Xxxxxx, (hereinafter called "Employee").
Witnesseth:
1. EMPLOYMENT AND DUTIES. The Company hereby employs the said Employee in
the capacity of President and Chief Executive Officer and to perform such other
duties consistent with his executive status, as may be determined and assigned
to him by the Board of Directors of the Company.
2. PERFORMANCE. Employee agrees to devote all of his time and efforts to
the performance of his duties as Chief Executive Officer of the Company and to
the performance of such other duties consistent with his executive status as are
assigned to him from time to time by the Board of Directors of the Company.
3. TERM. Except in the case of earlier termination, as hereinafter
specifically provided, the term of this contract shall be for six (6) years,
commencing on January 1, 1997.
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4. COMPENSATION. For all the services to be rendered by Employee in any
capacity hereunder including services as Chief Executive Officer, Director or
any other duties assigned to him by the Board of Directors of the Company, the
Company agrees to pay Employee for the six year term of this contract as
follows:
(a) $133,000.00 for the first year:
(b) $170,000.00 for the second year:
(c) $205,000.00 for the third year, and
(d) Such compensation for the fourth, fifth and sixth year as
recommended by the Compensation Committee of the Board of Directors and
approved by the Board of Directors, but in no event less than
$205,000.00 per annum.
5. STOCK OPTION. Employee is granted an option under the Company's
Qualified Stock Option Plan for 100,000 shares of the Company's common stock.
25,974 of such shares shall be deemed an incentive option, exercisable at $3.85
per share and 74,026 of such shares shall be deemed a non-qualified option
exercisable at $3.50 per share. In consideration of Employee extending the term
of this contract and reducing his salary, Employee is granted an option for a
period of five (5) years from the date hereof to purchase 750,000 shares of the
Company's common stock outside of the Qualified Stock Option Plan at $3.50 per
share.
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6. INSURANCE. The Company, at its expense, shall provide Employee with
family coverage in a quality medical and hospitalization insurance program. The
Company, at its expense, shall also provide Employee with disability income
insurance protection and any group life insurance that is provided for any other
executive of the Company. In addition the Company shall secure a life insurance
policy in the amount of $1,000,000.00 payable to Employee's designated
beneficiary or his estate.
7. PENSION AND PROFIT SHARING. The Company shall include Employee in all
Company pension and profit-sharing plans in a comparable manner as provided for
its other executives.
8. MISCELLANEOUS BENEFITS. The Company agrees to provide Employee with the
following benefits at its sole expense:
(a) A luxury automobile and all expenses including insurance, state
property taxes and maintenance.
(b) Dues and program costs for all business related organization
memberships and clubs and continuing educational programs deemed reasonably
necessary by Employee.
(c) Four weeks of paid vacation per calendar year.
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(d) All expenses, including meals, lodging, transportation and
miscellaneous, for business and related travel. The Company agrees to reimburse
the Employee for said travel expenses upon written request.
(e) Disability benefits, as set forth in paragraph 15(c).
9. NON-DISCLOSURE. Employee covenants and agrees with the Company that he
will not either during the term of his employment, or at any time thereafter,
disclose to anyone any confidential information concerning the business or
affairs of the Company, except as authorized by the Board of Directors or if
otherwise privileged.
10. NON-COMPETE. The Employee acknowledges that his services and
responsibilities are of particular significance to the Company and that his
position with the Company does and will continue to give him an intimate
knowledge of its business. Because of this, it is important to the Company that
the Employee be restricted from competing with the Company in the event of the
termination of his employment. Therefore, the Employee agrees that he shall not
compete directly or indirectly with the Company or its business for a period of
one (1) year anywhere in the United States.
11. CONFLICT OF INTEREST - Employee represents and warrants to
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Company that he is not now under any obligation of a contractual or other nature
to any person, firm or corporation which is inconsistent or in conflict with
this agreement or which would prevent him from performing his obligations
hereunder.
12. ASSIGNMENT. The performance of this agreement shall be nonassignable by
either party hereto without the prior written consent of both parties. Any
attempted assignment hereof shall in all events be null and void. The rights and
obligations of this contract shall inure to and be binding upon the parties and
their respective heirs and successors.
13. WAIVER. The waiver by either party of a breach of any provision of this
agreement shall not operate or be construed as a waiver of any subsequent breach
of this agreement.
14. PARTIAL INVALIDITY. Should any part of this contract for any reason be
declared invalid, such shall not affect the validity of any remaining portion
hereof, which remaining portion shall continue in force and effect as if this
contract had been executed with such invalid portion eliminated, and it is
hereby declared the intention of the parties hereof that they would have
executed the remaining portion of this contract without including any such part,
parts or portion which may for any reason be hereafter declared invalid.
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15. AMENDMENTS AND CHOICE OF FORUM. This agreement supercedes any and all
prior written or oral agreements between the Employee and the Company and this
agreement may not be changed except by a writing executed by each party hereto.
This agreement is executed and delivered in the State of New Jersey and shall be
construed and enforced in accordance with the laws and decisions of such state.
In the event of any litigation at any time arising hereunder it is specifically
agreed among the parties that the venue of such litigation shall be the State of
New Jersey and such venue shall be exclusive in all events unless otherwise
agreed by the parties.
16. TERMINATION. This Agreement may be terminated before its normal
expiration date as follows:
(a) By the EMPLOYEE giving of ninety days written notice to EMPLOYER.
(b) EMPLOYER may terminate this agreement upon written notice to EMPLOYEE
for cause, which said cause shall be limited to the following:
1) EMPLOYEE's habitual intoxication or drug addiction;
2) EMPLOYEE's being convicted of a felony involving moral turpitude;
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3) A final adjudication by a court of competent jurisdiction of
EMPLOYEE being mentally incompetent as that term is defined in
accordance with the statutes of the state of New Jersey; or
4) For EMPLOYEE's substantial or material breach of loyalty to the
EMPLOYER.
(c) EMPLOYER shall have the right to terminate this Agreement after giving
to EMPLOYEE ninety (90) days written notice of its intention to do so,
should EMPLOYEE, because of "total and permanent disability" be unable to
perform any duties required of EMPLOYEE hereunder for a period of one
hundred twenty (120) consecutive days; the term "total and permanent
disability" shall mean the existence of a permanent mental or physical
disability, determined by a physician in accordance with generally
accepted medical principles, which renders EMPLOYEE totally unable to
perform the duties of EMPLOYEE under the terms of this Agreement. In the
event of termination in accordance with the foregoing, EMPLOYEE shall
continue to be entitled to receive from EMPLOYER any and all salaries,
bonuses, and benefits for the remainder of the term of this Agreement.
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(d) If EMPLOYER terminates this Agreement for any reason set forth in
paragraph 15b above EMPLOYEE shall not be entitled to any compensation
provided for herein for any remainder of the term of this Agreement.
17. CONTINUED COMPENSATION. In the event Employer terminates Employee's
employment for any reason other than as provided in paragraph 15b, Company shall
be obliged to continue Employee's compensation for the entire balance of the
term of this Agreement. Payments will be made on Company's regular bimonthly
schedule. Employee shall be entitled upon such termination to delivery of the
insurance policies referred to in paragraph 5.
In Witness Whereof, the parties hereto have signed this agreement as a
sealed instrument in the day and year first above written.
ALL COMMUNICATIONS CORPORATION
By: J. XXXXX XXXXXX
___________________________________
___________________________________
Vice President
Effective as of March 21, 1997
XXXXXXX XXXXX
_________________________________________
XXXXXXX XXXXX
3-21-97
_________________________
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