EXHIBIT 10.03
MSU Corporation
THIS AGREEMENT dated March 15, 2001, by and between MSU Corporation, a Florida
corporation ("MSU" or "Company") and Xxxx Xxxxxxxx, resident of Austin, Texas
("Executive").
In consideration of the promises and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. Subject to the terms and conditions herein, MSU hereby employs
Executive as Chairman of the Board, with the powers and duties
customarily assigned to such position. The Board of MSU may
assign other duties from time to time.
2. The term of employment shall be three years, commencing on the
date of this Agreement.
3. Executive shall receive the following compensation:
a. Executive's salary shall be $200,000/year, payable in
equal monthly installments;
b. MSU will grant Options to purchase 1,200,000 shares
of MSU common stock. The exercise price shall be
$0.60/share. Of these, 600,000 shall vest upon
signing subject to regulatory and Board approvals and
33,333 shall vest on the first day of each month,
commencing on April 1, 2001, for a period of 18
consecutive months. The options shall have a
three-year term;
c. Executive will be entitled to four weeks of paid
vacation in each calendar year; and
d. Executive will participate in any incentive
compensation plan, pension or profit sharing plan,
medical plan, and other benefits maintained by MSU
for its executives generally.
4. MSU shall reimburse Executive for all reasonable out-of-pocket
expenses incurred by him in the performance of his duties
including, but not limited to, reasonable transportation,
accommodation, entertainment and other expenses incurred on
behalf of Company.
5. Executive agrees to devote in good faith his full business
time and best efforts to his services to Company and agrees to
travel to the extent necessary to perform such duties.
6. MSU or Executive shall have the right to terminate Executive's
employment by serving 30 days written notice of his or its
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desire to terminate the employment relationship, subject to
the provisions of paragraph 7 below permitting MSU to
immediately discharge Executive for cause. Upon termination,
MSU shall pay Executive three months severance pay.
7. Company shall have the right to terminate Executive's
employment immediately for cause upon the occurrence of any of
the following events:
a. Executive's death or legal incapacity;
b. Executive's failure to perform his services for a
period of at least ninety (90) consecutive days
because of any physical or mental health impairment,
subject to applicable laws;
c. MSU's cessation of business;
d. Conduct which would give adequate ground for
termination for cause include, but are not limited
to:
- Committing a material breach of any duties,
including, but not limited to, Executive's
repeated failure/refusal to diligently
perform the provisions of this Agreement; or
- Conduct in a manner tending to bring Company
into disrepute; or
- Being guilty of dishonesty and other acts of
misconduct in rendering of services on
behalf of Company; or
- Being convicted of any criminal felony or
misdemeanor other than one which does not
affect Company's reputation or Executive's
position with the Company; or
- Refusing or neglecting to comply with any
lawful orders or directions given to
Executive by MSU's Board of Directors; or
- Committing an act of gross misconduct, gross
negligence or willful malfeasance during the
course of Executive's employment.
8. Upon termination, Executive shall be entitled to receive all
compensation hereunder accrued and unpaid as of the date of
termination.
9. This Agreement shall be binding upon, and shall inure to the
benefit of, MSU and Executive, and their respective
successors/assigns. MSU shall have the right to assign the
rights hereunder to any successor in interest, whether by
merger or sale of assets or otherwise.
10. On the termination of Executive's employment, howsoever
caused, he must return to MSU all property belonging to MSU in
his possession and must not retain or take any copies thereof
without the prior written consent of Company's Board of
Directors.
11. Executive warrants that the execution of this Agreement and
the performance of his duties hereunder will not violate the
terms of any other agreement that he is bound to, or a party
to.
12. Company is engaged in designing and selling Internet
appliances. Executive acknowledges that Company's business is
highly specialized and the documents and information regarding
the MSU's activities are highly confidential and constitute
trade secrets. Executive acknowledges and agrees that his
services rendered to Company have a value to Company and he
has access to trade secrets and confidential information
belonging to the Company, the loss of which cannot adequately
be compensated by damages in an action at law.
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13. During the term of Executive's employment, and following the
termination of his employment with the MSU, howsoever caused,
Executive shall not use for any purpose or disclose to any
person or entity any confidential information acquired during
the course of employment with MSU. The term "confidential
information" as used in this Agreement includes, but is not
limited to, records, lists and knowledge of the MSU's
customers, methods of operation, processes, and trade secrets,
as they may exist from time to time.
14. During the term of Executive's employment with MSU and for a
period of one (1) year from the termination of his employment
with MSU, howsoever caused, Executive will not directly or
indirectly, own, manage, operate, control, be employed by,
perform services for, consult with, solicit business for,
participate in, or be connected with the ownership,
management, operation or control of any business which
performs services materially similar or competitive with those
provided by MSU in the State of Texas.
15. During the term of Executive's employment with Company and for
a period of one (1) year from the termination of his
employment with Company, howsoever caused, Executive shall
not, either on Executive's own account or for any person,
firm, partnership, corporation or other entity (a) solicit,
interfere with, or endeavor to cause any employee of Company
to leave his or her employment; or (b) induce or attempt to
induce any such employee to breach his or her employment
agreement with Company.
16. During the term of Executive's employment with the Company and
for a period of one (1) year from the termination of his
employment, howsoever caused, Executive shall not solicit,
induce, or attempt to induce any past or current customer of
the Company with whom he has worked (a) to cease doing
business in whole or in part with or through Company, or (b)
to do business with any other person, firm, partnership,
corporation or other entity which performs services materially
similar or competitive with those provided by Company.
17. Executive acknowledges and agrees that Company will suffer
irreparable injury if Executive breaches any of his
obligations under paragraphs 13, 14, 15 and 16 above.
Accordingly, in addition to all of the remedies otherwise
available to Company, including but not limited to, recovery
from Executive of damages and reasonable attorneys' fees
incurred in the enforcement of this Agreement, Company shall
have the right to injunctive relief to restrain and enjoins
any actual or threatened breach of the provisions of
paragraphs 13, 14, 15 and 16 of this Agreement. All of the
Company's remedies for breach of this Agreement shall be
cumulative and the pursuit of one remedy shall not be deemed
to exclude any other remedies.
18. Executive has read the provisions hereof and agrees that the
restrictions set forth herein are fair and reasonable and are
reasonably required for the protection of the interests of
MSU.
19. In the event of a violation by Executive of any of the
provisions contained in paragraph 13, 14, 15 and 16 of this
Agreement, the term of each and every covenant so violated
shall be automatically extended for a period of one (1) year
from the date on which Executive permanently ceases such
violation, or for a period of one (1) year from the date of
entry by a court of competent jurisdiction of a final order or
judgment enforcing such covenant, whichever period is longer.
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20. It is understood and agreed that the construction and
interpretation of this Agreement shall at all times and in all
respects be governed by the laws of the State of Texas, except
its conflict of law rules, which are deemed to be inapplicable
herein. All disputes concerning the application or enforcement
of this Agreement shall, if necessary, be tried in a court of
competent jurisdiction in the State of Texas or the United
States District Court for the Northern District of Texas. The
parties hereby consent to the personal jurisdiction of the
courts of the State of Texas and the United States District
Court for the Northern District of Texas.
21. The provisions of this Agreement shall be deemed severable,
and the invalidity or unenforceability of any one or more of
the provisions hereof shall not affect the validity or
enforceability of any one or more of the other provisions
hereof.
22. This Agreement contains the entire agreement and understanding
by and between the Company and Executive with respect to the
covenants contained herein, and no representations, promises,
agreements or understandings, written or oral, not herein
contained shall be of any force or effect. No change or
modification hereof shall be valid or binding unless the same
is in writing and signed by both parties. No valid waiver of
any provision shall be deemed a waiver of any other provision
of this Agreement at such time or will be deemed a valid
waiver of such provision at any other time.
IN WITNESS WHEREOF, Company and Executive have duly executed this Agreement as
of the day and year first written above.
MSU Corporation Executive
By: /s/ D. Xxxxx Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Name: D. Xxxxx Xxxxxx Name: Xxxx X. Xxxxxxxx
Date: April 1, 2001 Date: April 1, 2001
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