EMPLOYMENT AGREEMENT
---------------------
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of, by and between
Network Installation Corp., a Nevada Corporation, ("Company"), and Xxxxxxx
Xxxxxxxx, an individual ("Executive").
RECITALS
--------
A. Company is engaged in the business of providing cabling and
networking services (the "Business") and has need for personnel with experience
in said Business.
B. Executive is experienced in the Business and in the operation of
such Business.
C. The parties are willing to enter into this Agreement with respect to
Executive's employment and services upon the terms and conditions hereinafter
set forth.
AGREEMENT
---------
In consideration of the foregoing recitals and the premises herein
contained, the parties agree as follows:
I.
TERM
Subject to the provisions of Section IV hereof, Company hereby employs
Executive and Executive hereby accepts employment with Company beginning on or
about the date of May 16, 2004 ("Employment Date") and it shall continue in
effect for a period of one year. Thereafter, the agreement shall be renewed upon
mutual agreement of Executive and Company. This agreement and Executive's
employment may be terminated at Company's discretion during the initial term,
provided that Company shall pay to Executive an amount equal to payment at
Executive's base salary rate for six months. (The "Employment Term").
II.
DUTIES
SECTION II.0 General Duties. Executive shall serve as CEO of Flexxtech
--------
during the Employment Term. Executive, during the Employment Term, subject to
the policies and directives of the Board of Directors of Company, shall be
responsible for the daily operations of the Flexxtech.
SECTION II.1 Devotion of Time to Company's Business. Executive agrees
---------------------------------
during the Employment Term, to devote his best efforts, and all of his business
time exclusively, to his employment with Company, and to perform such duties as
are specified in Section 2.01 and such other duties consistent with Section 2.01
as shall be reasonably requested by the Board of Directors of Company.
Executive shall not, during Executive's employment, unless otherwise agreed to
in advance and in writing by Company, seek or accept other employment, become
self-employed in any other capacity, or engage in any activities that are
detrimental to the business of Company.
III.
COMPENSATION AND BENEFITS
As compensation for his services hereunder, during the Employment Term,
Executive shall receive compensation and benefits (see below) payable in cash at
the times and in the installments consistent with Company's payroll practices.
Gross Base Salary $ 16,000.00 per month
Auto Allowance Company paid as is at present time
Medical Company paid as is at present time
Life Insurance $ 400.00 per month
Holidays Company policy and procedures
Vacation Twenty One (21) days per year
Pension and Profit sharing Company policy and procedures
Bonus Plan 5% of adjusted net profits for a period
commencing on the Employment Date
and ending twenty four (24) months
thereafter.
IV. TERMINATION
SECTION IV. 1 Termination for Cause. Company may terminate Executive's
-----------
employment under this Agreement, for "cause", due to any of the following acts
or omissions: (a) Executive's breach of any statutory or common law fiduciary
duty or duty of loyalty to Company; (b) Executive's indictment for any felony,
or for any crime or offense causing harm to Company or any of its affiliates, or
involving acts of theft, fraud, misappropriation of funds, embezzlement, moral
turpitude or similar conduct; (c) any proven illegal act which materially and
adversely affects the business of Company or any of its affiliates; or (d)
Executive's breach of any material provision or covenant of this Agreement, or
of any other agreements entered into in connection with this Agreement. If
Company terminates this Agreement for cause pursuant to this Section; Company
shall have no further obligation or liability to Executive.
SECTION IV. 2 Termination for Death or Disability. This Agreement and
--------------------------
Executive's employment hereunder shall terminate automatically upon (1)
Executive's death or (2) the date of determination by the Board of Directors of
Company that Executive has a disability. As used herein, "disability" shall mean
any condition that qualifies as a disability under Company's long-term
disability plan as in effect on the date of determination or which renders
Executive incapable of performing substantially all of Executive's managerial
and Executive services hereunder for ninety (90) days or more in the aggregate
during any one (1) year period, and which at any time after such ninety (90)
days Company's Board of Directors shall determine continues to render Executive
incapable of performing Executive's managerial and Executive services hereunder.
If this Agreement is terminated because of Executive's death or disability
pursuant to this Section, Company shall have no further obligation or liability
to Executive.
SECTION IV. 3 No Additional Payments. Upon termination of Executive's
----------------------
employment hereunder, Executive shall not be entitled to any severance payments
or severance benefits from Company or any payments by Company on account of any
claim for wrongful termination, including but not limited to claims under any
federal, state or local human and civil rights or labor laws, except for any
benefits which may be due to Executive in the normal course under any Executive
benefit plan or program of Company which provides for benefits after termination
of employment. Executive's right to receive payments or benefits under this
Agreement upon termination of employment will cease if Executive breaches any
provision of Section V below.
V. RESTRICTIVE COVENANTS
SECTION V.1 Confidential and Proprietary Information. As an Executive of
----------------------------
Company, Executive shall have access to certain Confidential and Proprietary
Information (as defined below) concerning Company and its Affiliates (as defined
below). Executive agrees that he will not, either directly or indirectly,
disclose to any person or use any of the Confidential and Proprietary
Information in any way during the Employment Term (except as required in the
course of the performance of his duties to Company) or after the expiration of
the Employment Term.
For purposes of this Agreement, "Confidential and Proprietary Information"
means any of the following information relating to the business of Company that
is not generally known to competitors, suppliers and customers of Company: (i)
any business or technical information, design, process, procedure, formula,
improvement, or any portion or phase thereof, that is owned by or has, at the
time of determination, been used by Company; (ii) any information related to the
development of products and production processes; (iii) any information
concerning proposed new processes; (iv) any information concerning customer
lists and other customer information, vendor lists and information, price data,
cost data, profit plans, capital plans and proposed or existing marketing
techniques or plans; and (v) any other information which would constitute a
"Trade Secret" under the Uniform Trade Secrets Act as in force and effect in the
State of California.
For purposes of this Agreement, "Affiliate" means any corporation, company,
partnership, joint venture, firm and/or other entity which controls, is
controlled by or is under common control with the person with respect to which
the term "Affiliate" is used. For purposes of this Agreement, "Person" means an
individual, corporation, partnership, limited liability company, trust or
unincorporated organization, or a government or any agency or political
subdivision thereof. "Control" means (a) in the case of corporate entities,
direct or indirect ownership of at least fifty percent (50%) of the stock or
participating shares entitled to vote for the election of directors; and (b) in
the case of non-corporate entities (such as limited liability companies,
partnerships or limited partnerships), either (x) direct or indirect ownership
of at least fifty percent (50%) of the equity interest, or (y) the power to
direct the management and policies of the noncorporate entity.
SECTION V.2 Inventions and Improvements. Executive agrees that he will
-------------------
assign to Company, without further consideration, the exclusive rights and title
to all inventions, discoveries, ideas, improvements, and other intellectual
property made or acquired by Executive during the Employment Term, whether alone
or jointly with others. Executive further agrees to execute any and all
documents that are required in order to transfer or assign such property rights
to Company.
SECTION V.3 Equitable Relief. Executive acknowledges and agrees that his
-------
services are of a special, unique and extraordinary value to Company and its
Affiliates and that damages alone may be an inadequate remedy for any breach of
this Agreement. Accordingly, in the event of the breach by Executive of any of
the provisions of this Agreement, Company may, in addition and supplementary to
other rights and remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce, or prevent any violations of, the provisions
of this Agreement.
VI. MISCELLANEOUS
SECTION VII.1 Severability. Every provision of this Agreement is intended
------------
to be severable. If any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid, such illegal or invalid term or
provision shall not affect the balance of the terms and provisions hereof, which
terms and provisions shall remain binding and enforceable.
SECTION VII.2 Notice. Any notice or communication required to be given
hereunder may be delivered by hand, deposited with an overnight courier, sent by
confirmed facsimile, or mailed by registered or certified mail, if to Company,
to its Board of Directors at its corporate headquarters, and if to Executive, to
his office. Notice shall be deemed received on the date sent if sent by
facsimile or personal delivery; three days after the date sent if sent by
registered or certified mail; and one day after the day it is sent if sent by
overnight courier.
SECTION VII.3 Entire Agreement; Modification. This Agreement contains the
------------------------------
entire and complete understanding between the parties concerning its subject
matter and all representations, agreements, arrangements and understandings
between or among the parties, whether oral or written, have been fully merged
herein and are superseded thereby.
SECTION VII.4 Law Governing Agreement. This Agreement shall be governed by
-----------------------
and construed in accordance with the law of the State of California.
SECTION VII.5 Arbitration. If a dispute arises relating to the terms and
-----------
provisions of this Agreement or involves any claim for breach of any contract or
covenant (express or implied), tort claims, claims for discrimination
(including, but not limited to race, sex, religion, national origin, age,
handicap or disability), claims for compensation or claims for violations of any
federal, state, foreign or other governmental law, statute, regulation or
ordinance, then either party may initiate arbitration proceedings in accordance
with the Rules of the American Arbitration Association ("AAA"). Arbitration
proceedings shall be held in any Orange County, California office of AAA. Both
parties hereby consent to such arbitration, and any arbitration award shall be
final and binding. Neither party shall disclose the existence of any dispute or
the terms of any arbitration decision to any third party, other than their legal
counsel, accountants, and financial advisors or as required by law.
SECTION VII.6 Representation by Counsel. Executive acknowledges that he
--------------------------
has been represented by legal counsel in connection with this Agreement and has
consulted with such legal counsel.
SECTION VII.7 Counterparts. This Agreement may be executed in
------------
counterparts, all of which taken together will constitute one instrument.
SECTION VII.8 Waiver. Either party's failure to enforce any provision or
------
provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, nor prevent that party thereafter from
enforcing each and every other provision of this Agreement. The rights granted
both parties herein are cumulative and shall not constitute a waiver of either
party's right to assert all other legal remedies available to it under the
circumstances.
SECTION VII.9 Binding Effect. Except as otherwise provided in this Agreement,
--------------
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, heirs, and assigns. Executive shall not
assign, convey, or otherwise transfer, voluntarily or by operation of law, to
any person or entity, this Agreement or any interest herein without the prior
written consent of Company. Any attempt to do so without such consent shall be
null and void.
(Signature page follows)(Signature page to Employment Agreement)
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
"Company"
Network Installation Corp., A NEVADA CORPORATION,
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
-----------------
Title: An Individual
----------------
"Executive" /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
-----------------
Title: CEO
---
