EMPLOYMENT AGREEMENT
THIS
AGREEMENT is effective as of October
1, 2005
and
reflects the understanding and agreement on such date by and between ZANN
Corp.
(formerly ATNG Inc., hereinafter “ZANN Corp.”) of 0000 X. Xxxxx Xxxxxx, Xxxxx
X-000, Xxxxxx, Xxxxxxxx 00000 and Xxxxxx
X.
Xxxxxxx,
(hereinafter “Employee”).
WHEREAS,
ZANN is in the business of transitioning from a telecom business to a business
development corporation, managing debts and legal issues from previous
management, and implementing a reorganization plan in order to revitalize
and
recapitalize, thus creating shareholder value; and
WHEREAS,
Employee is willing to be employed by ZANN Corp. on the terms, covenants
and
condition hereinafter set forth.
NOW
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for good and valuable consideration, the parties hereby agree
as
follows:
ARTICLE
I - DEFINITIONS
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1.1
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1.2
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Confidential
Information:
As used in this Agreement, the term “Confidential Information” shall mean
the ZANN Corp. Products and Programs and any and all knowledge
and
information regarding the ZANN Corp. Products and Programs which
Employee
acquires on ZANN Corp.’s premises or from ZANN Corp.’s employees, agents
or representatives. Such confidential information shall specifically
include all written and oral communications regarding the ZANN
Corp.
Products and Programs and marketing, financial, and costing information
related thereto, whether in the form of lists, memoranda, letters,
transcripts, recording computer software, printed materials, or
other
information storage or recording
media.
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1.3
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Work
Products:
As used in this Agreement, “Work Products” means any and all confidential
information concerning the business or affairs of ZANN Corp. or
its
affiliates or clients/customers. Included as Work Products, among
other
things, are client/customer lists, financial information, business
or
trade secrets, techniques, reports, report formats, publications,
research, computer programs, and all papers and records relating
thereto,
including any work or research Employee does during the course
of their
employment with ZANN Corp.
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ARTICLE
II - EMPLOYMENT
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2.1
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ZANN
Corp. hereby employs, engages, and hires Employee as Chairman-CEO
as of
the date of this Agreement. Employee hereby accepts and agrees
to such
hiring, engagement, and employment, subject to the general supervision
and
pursuant to the orders, advice, and direction of ZANN
Corp..
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ARTICLE
III - DUTIES REQUIRED BY ZANN CORP.
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3.1
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Employees’
duties and responsibilities are more fully set forth in the “Performance
Agreement” attached as Exhibit “A” hereto and incorporated herein as if
fully set forth. Employee shall also perform such other duties
as are
customarily performed by one holding such position in other similar
businesses or enterprises as that engaged in by ZANN Corp., and
shall
additionally render such other and unrelated services and duties
as may be
assigned to Employee from time to time by ZANN
Corp..
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3.2
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Employee
agrees that he will at all times faithfully, industriously, and
to the
best of his/her, experience, and talents, perform all of the duties
that
may be required of and from him, to the reasonable satisfaction
of ZANN
Corp.. Such duties shall be rendered at ZANN Corp.’s principal place of
business and at such other place or places as ZANN Corp. shall
in good
faith require or as the interest, needs, business or opportunity
of ZANN
Corp. shall require.
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ARTICLE
IV - REIMBURSEMENT OF EXPENSES
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4.1
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ZANN
Corp. will pay to Employee all reasonable airline fares, hotel
bills, and
other necessary and proper expenses when traveling on ZANN Corp.’s
business in accordance with the policies and procedures established
from
time to time.
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ARTICLE
V - COMPENSATION
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5.1
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ZANN
Corp. shall pay Employee a base annual salary of $125,000.00
per annum commencing the first day after the effective date of
this
agreement. Such salary shall be paid weekly or at such intervals
as agreed
between ZANN Corp. and Employee. When cash is not available, the
Company
shall pay in stock with a valuation method acceptable to the
auditors.
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5.2
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A
cash bonus of $302,000
shall be due upon execution of this agreement and additional cash
bonuses
or other compensation will be paid to Employee at the sole discretion
of
the Board of Directors of ZANN Corp..
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5.3
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As
an additional incentive, ZANN Corp. shall grant to Employee 20,000
shares of Convertible Preferred Series A Stock
of
ZANN Corp.. The shares shall be immediately vested and become available
to
the Employee the first day after the effective date of this agreement.
The
employee may assign these shares to any individual or entity if
he so
desires.
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2
ARTICLE
VI - OBLIGATION OF CONFIDENCE
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6.1
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The
parties hereto acknowledge that in furtherance of the purposes
of this
Agreement, Employee will have access to certain knowledge and information
which is used and/or developed by ZANN Corp. in connection with
its
business, which is considered by ZANN Corp. to be proprietary,
and which
has been developed and/or acquired by ZANN Corp. through considerable
investment of time, money and/or
effort.
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6.2
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Employee
acknowledges that the Confidential Information made available to
him under
this Agreement is owned and shall continue to be owned solely by
ZANN
Corp.. Employee agrees not to divulge any such Confidential Information
to
any individual or entity without ZANN Corp.’s express
consent.
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6.3
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Under
no circumstances shall Employee remove from ZANN Corp.’s place of business
any of ZANN Corp.’s books, records documents, audio/visual cassettes, or
any copies of such documents, without the express written permission
of
ZANN Corp. except in the normal course of his employment with ZANN
Corp.;
nor shall Employee make any copies of such books, records, audio/visual
cassettes, or documents for use outside of ZANN Corp.’s place of business
except as specifically authorized by ZANN Corp. or in the normal
course of
his employment with ZANN Corp..
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ARTICLE
VII - OWNERSHIP AND DISCLOSURE OF IMPROVEMENTS
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7.1
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ZANN
Corp. is and shall be the owner of all rights, title, and interest
in and
to the following:
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(a)
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All
original data or written materials originated and/or prepared for
ZANN
Corp. by Employee including designs, plans, and
specifications;
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(b)
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All
inventions, discoveries, relating to the ZANN Corp. Products and
Programs
that were:
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1.
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Developed
by Employee or
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2.
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Conceived
or originated by Employee solely or jointly with
others:
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(i)
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At
ZANN Corp.’s request or expense, at its
facilities
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(ii)
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In
the course of Employees work for or on behalf of ZANN Corp.,
or
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(iii)
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Based
on knowledge or information obtained from Zann Corp. during the
course of
the Employee’s employment with Zann
Corp.
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7.2
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Employee
covenants and agrees that, he/she will promptly communicate and
disclose
to ZANN Corp. all such data, materials, inventions, discoveries,
and
improvements, whether patentable or copyrightable or not, referred
to in
paragraph 7.1 above, together with any and all other enhancements,
uses,
modifications, and/or improvements of or to the ZANN Corp. Products
and
Programs which he conceives, works upon, or otherwise becomes aware
of
during the term of this Agreement.
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7.3
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Employee
further agrees to irrevocably assign, transfer, and set over to
ZANN Corp.
the entire right, title, and interest in and to each such, invention,
discovery, and modification referred to in paragraphs 7.1 and 7.2
above,
including without limitation all right and title in and to any
data,
materials, patents, copyrights, or trade secrets which embody all
or any
part thereof. Employee agrees to execute, acknowledge, and deliver
any and
all instruments, documents, and papers and to do any and all other
things
that may be deemed to be reasonably necessary by ZANN Corp. to
carry out
the provisions of this Section 7.
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ARTICLE
VIII - TERM AND TERMINATION
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8.1
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The
term of this Agreement shall be for one year from the date the
Agreement
is signed and shall be automatically renewed every year unless
and until
it is terminated as provided
herein.
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8.2
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Either
party may terminate this Agreement upon thirty (30) days prior
written
notice to the other. In the event ZANN Corp. terminates this Agreement
for
any cause other than gross negligence or refusal by Employee to
carry out
legitimate legal and reasonable orders from the Board of Directors,
then
Employee shall be entitled to one year’s compensation at his/her then
current rate, including salary and any bonuses due to be paid from
any
duly constituted bonus plan. Such payment shall be made in the
form of
regularly scheduled salary and bonus payments in accordance with
the
normal payment periods of ZANN Corp.. In the event Employee is
terminated
for cause under this clause Employee shall be entitled to regularly
scheduled salary and bonus payments for four months from date of
such
termination.
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8.3
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Within
two (2) weeks following termination of this Agreement, for any
reason,
Employee shall furnish ZANN Corp. with written notice specifying
that
through reasonable care and to the best of his/her knowledge, all
Confidential Information has been returned to ZANN Corp., including
all
originals and all copies of any documentation containing any portion
of
ZANN Corp.’s Confidential
Information.
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8.4
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In
the event Employee should voluntarily resign under Article 8, paragraph
2,
Employee will return one-half of any unexercised options and one-half
of
any shares issued pursuant to the option described in Article V
herein
provided such shares have been held for less that four months,
unless and
except if Employee is forced to resign because of circumstances
beyond the
control of Employee or ZANN Corp. He/She also relinquishes his
option
rights on any future shares under Article V, which would have become
vested subsequent to his/her
resignation.
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8.5
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The
obligations contained in Sections 6,7 and 8 shall survive the termination
of this Agreement. In addition, the termination of this Agreement
shall
not affect any of the rights or obligations of either party arising
prior
to or at the time of the termination of this Agreement, or which
may arise
by any event causing the termination of this
Agreement.
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ARTICLE
IX -- REMEDIES
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9.1
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Employee
acknowledges that compliance with Sections 6, 7 and 8 is necessary
to
protect the business and goodwill of ZANN
Corp..
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4
ARTICLE
X - INDEMNIFICATION
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10.1
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Employee
agrees to indemnify and hold ZANN Corp. harmless from all claims,
suits,
actions, costs, counsel fees, expenses, damages, judgments or decrees
by
reason of any negligence or misrepresentation on the part of
Employee.
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10.2
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ZANN
Corp. agrees to indemnify and hold Employee harmless from all claims,
suits, actions, cost, counsel fees, expenses, judgements or decrees
by
reason resulting from the performance by Employee in his capacity
as an
employee, Officer or Director of ZANN
Corp..
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ARTICLE
XI - MISCELLANEOUS
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11.1
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Survival
of Representations and Warranties:
All representations and warranties contained herein or made in
writing by
any party in connection herewith shall survive the execution
and delivery
of this Agreement, regardless of any investigation made by or
on behalf of
any party.
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11.2
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Successors
and Assigns:
either party may not assign This Agreement hereto without the
prior
written consent of the non-assigning party. All covenants and
agreements
contained herein shall inure to the benefit of the parties hereto
and
their respective successors and
assigns.
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11.3
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Modification,
Amendment, Waiver:
No modification, amendment or waiver of this Agreement shall
be effective
unless approved in writing by both parties
hereto.
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11.4
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Severability:
Whenever possible, each provision of this Agreement shall be
interpreted
in such manner as to be effective and valid under applicable
law, but if
any provision of this Agreement is held to be invalid, illegal
or
unenforceable in any respect, such provision will be ineffective
only to
the extent of such invalidity, illegality or unenforceability,
without
invalidating the remainder of this Agreement or any provision
hereof.
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11.5
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Notices:
Except as otherwise provided for herein, all documentary transmissions
and
transactional notices required by this Agreement as well as any
other
notice to any party hereto shall be given by facsimile transmission
(“Fax”), or if not possible, then by certified or registered mail (or
equivalent), to the parties fax numbers or addresses or to any
change of
fax number or address given by a party to the others pursuant to
written
notice.
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11.6
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Descriptive
Headings:
The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a part of this
Agreement.
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11.7
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Governing
Law:
This Agreement shall be construed both as to validity and performance
and
enforced in accordance with the laws of the State of
Tennessee.
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11.8
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Further
Assurances:
The parties hereto shall execute such further documents or instruments
and
take such further action as may be reasonably requested by either
party to
effect the purposes of this
Agreement.
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5
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11.9
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Gender
& Number:
Wherever appropriate, gender and number as used in this Agreement
shall be
deemed modified to be consistent with actual
circumstances.
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11.10
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Litigation:
In the event of any action at law or equity between the parties
hereto
arising out of this Agreement, the unsuccessful party covenants
and agrees
to pay to the reasonable attorney’s fees and court costs (and regardless
of whether suit is commenced).
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11.11
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Waiver:
No waiver of any breach of any of the covenants, agreements, or
provisions
herein contained will be construed as a waiver of any subsequent
breach of
the same or any other covenant or
provision.
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11.12
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Entire
Agreement:
This Agreement embodies the complete agreement and understanding
of the
parties hereto with respect to the subject matter hereof and supersedes
and preempts any prior understandings, agreements, or representations
by
or between the parties, written or oral, that may have related
to the
subject matter hereof in any way.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement
this
9th
day
of
February, 2006.
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ZANN
Corp.
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By:
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/s/
Xxxxxx Xxxxx
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Its:
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Chief
Financial Officer
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EMPLOYEE
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Signature
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/s/ Xxxxxx X. Xxxxxxx | |
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Name
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Xxxxxx
X. Xxxxxxx
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Address
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00000
Xxxxxx Xxxx
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Xxxx,
Xxxxx, Xxx
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Xxxxxx,
XX 00000
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