EXHIBIT 10.16
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into this 25th day of May,
2005, with an effective date for Base Salary as described in Section 3.1 of this
Agreement, of the 1st day of July, 2005, by and between Bizcom U.S.A., Inc., a
Florida corporation ("Company") and Hanan "Xxxx" Xxxxx ("Executive").
RECITALS
A. The Company has for the past several years employed Executive as the sole
Officer and Director of the Company, but desires to be assured of the
association and services of Executive for the Company.
B. Executive is willing and desires to continue his employment with the
Company, and the Company is desirous of continuing to employ Executive,
upon the terms, covenants and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions
hereinafter set forth, the parties hereto do hereby agree as follows:
1. Employment. The Company hereby agrees to employ the Executive as
Chief Executive Officer, President, Chairman of the Board and
Secretary, subject to the supervision and direction of the Company's
Board of Directors (of which Executive is the only current member).
Executive shall also serve as Chairman of the Board, Chief Executive
Officer, President and Secretary of the Company's following
subsidiaries: Bizcom Southern Holdings, Inc., a Florida Corporation
and SMR Management Inc., a Florida corporation (collectively
referred to as the "Subsidiaries").
2. Term. The Company hereby agrees to employ the Executive for a period
of two (2) years, (the "Initial Term") commencing on the above date
and expiring on the second anniversary thereof (the "Expiration
Date"), unless sooner terminated as hereinafter set forth. The
Initial Term of this Agreement and the employment of the Executive
hereunder, may be renewed and/or extended for such period or periods
as may be mutually agreed to by the Company and the Executive in a
written supplement to this Agreement, signed by the Executive and
the Company. If this Agreement is not terminated (pursuant to
Section 7 of this Agreement) by either party by giving written
notice of such termination on or before the Second Anniversary of
the Initial Term, this Agreement shall be extended for an additional
two years. (The Initial Term and any extensions shall be hereinafter
referred to as the "Employment Period").
3. Compensation and Reimbursement.
3.1 Base Salary. For all services rendered by Executive under this
Agreement, the Company shall initially pay Executive a Base
salary of one hundred thirty thousand dollars ($130,000) per
annum, payable every two weeks in equal installments (the
"Base Salary"). The Base Salary is broken down as follows: One
hundred ten thousand dollars ($110,000) as compensation for
all officer positions held by Executive for the Company and
its subsidiaries. The Base Salary for all positions held by
Executive shall not be divisible in the event that Executive
no longer holds any of these positions. The Base Salary shall
continue to be paid to Executive so long as he holds the
position as President/CEO of the Company. Executive shall also
be paid twenty thousand dollars ($20,000) for his position as
a member of the Board. The amount of the Base Salary for
either position may be increased at any time and from time to
time at the sole discretion of the Board of Directors of the
Company. In the event that Executive's position as
President/CEO is terminated pursuant to the terms of this
Agreement, then the Base Salary for Executive as Director
shall be increased to fifty thousand dollars ($50,000) per
year unless Executive is simultaneously terminated both as an
officer and director of the Company. The Board of Directors
shall review Executive's Base Salary at the end of each year
of Executive's employment during the Employment Term and shall
endeavor to increase the Base Salary from year to year during
the Employment Term. No such change shall in any way abrogate,
alter, terminate or otherwise affect the other terms of this
Agreement. The Executive may elect to defer any portion of his
Base Salary, but any such deferment shall be repayable on
written demand by Executive to the Company. No deferment by
Executive of compensation of any nature shall be considered a
waiver of Executive's right to receive any deferred portion of
such compensation.
3.2 Performance Bonus. In addition to the Base Salary, Executive
shall be eligible for a performance bonus ("Performance
Bonus") of fifty thousand dollars ($50,000) if the Company
reaches at least five million dollars ($5,000,000) in gross
sales in any twelve month period. The Performance Bonus shall
be paid, if earned, within 90 days after such operating
results have been determined by the Company's in house
accounting department or its independent accountants, which
shall not be later than the close of the Company's fiscal
year. The Executive may elect to defer all or any portion of
his Performance Bonus, but any such deferment shall be
repayable on written demand by Executive to the Company. No
deferment of any nature of the Base Salary shall be considered
a waiver of Executive's right to receive all or any deferred
portion of the Performance Bonus.
3.3 Additional Benefits. In addition to the Base Salary and the
Performance Bonus, Executive shall be entitled to the
following benefits:
Insurance. Executive shall be provided family health and
dental, which shall be fully paid for by the Company.
Automobile and Related Expenses. Company shall provide
Executive with a reasonably priced luxury vehicle.
Company shall also be responsible for all maintenance,
repair and insurance on the vehicle. In the event that
Executive pays for any Automobile expense, same shall be
reimbursed by the Company. In the event that, at any
time, Executive does not request or receive any of the
benefits of the Automobile and Related Expenses as
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described herein, such failure shall not be deemed a
waiver of Executive's right to receive any or all of the
Automobile and Related Expenses benefits.
Reimbursement. Executive shall be reimbursed for all
reasonable "out-of-pocket" business expenses for
business travel and business entertainment incurred in
connection with the performance of his duties under this
Agreement. In the event that Executive does not request
or receive any or all of the benefits of the
Reimbursements as described herein, such failure shall
not be deemed a waiver of Executive's right to receive
any or all of the Reimbursements to which Executive may
be entitled.
3.4 Vacation; Personal Days; Sick Days. During the Initial Term,
the Executive shall be entitled to paid vacation, sick days
and personal time as may be adopted by the Company's Board of
Directors with respect to the Company's senior management, in
each year of employment, in addition to any holidays which the
Company observes. Unused vacation, sick or personal days
cannot be carried forward from year to year, unless otherwise
provided for in the Company's Employee Handbook.
3.5 Stock Options. Executive shall be entitled to participate in
the Company's stock option plans as may from time to time be
in effect and to receive incentive and other stock options as
may from time to time be granted to him thereunder. The
Company shall not be obligated to create a stock option plan.
Executive is granted a non-incentive stock option plan in the
form attached hereto as schedule 3.5.
4 Scope of Duties.
4.1 Duties of the Executive. Although the Executive is currently
the sole officer and director of the Company, the Company will
likely retain others to fill certain officer and board
positions in the foreseeable future. In the event that any
such positions are filled, the Executive shall report to, and
shall be subject to the supervision and direction of the Board
of Directors of the Company. The duties of the Executive shall
include, but not be limited to, managing, developing and
overseeing the Company operations in conjunction with the Vice
President, if such position is filled by someone other than
Executive. The Executive shall also be responsible for
developing and implementing strategies, products and services
which will improve or add to the Company's products and
services. The duties of the Executive may be changed or
amended at any time at the sole discretion of the Company's
Board of Directors.
4.2 Executive's Devotion of Time. Executive hereby agrees to
devote substantially all of his full work time, abilities and
energy to the faithful performance of the duties assigned to
him and to the promotion and forwarding of the business
affairs of the Company, and not to divert any business
opportunities from the Company to himself or to any other
person or business entity.
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4.3 Conflicting Activities.
(1) Executive shall not, during the Employment Period, be
engaged in any other business activity without the prior
written consent of the Board of Directors of the
Company; provided, however, that this restriction shall
not be construed as preventing Executive from investing
his personal assets in passive investments in business
entities which are not in competition with the Company
or its affiliates, or from pursuing business
opportunities as may be permitted by paragraphs 4.2,
4.3(2) and 4.3(3).
(2) Executive hereby agrees to promote and develop all
business opportunities that come to his attention
relating to current or anticipated future business of
the Company, in a manner consistent with the best
interests of the Company and with his duties under this
Agreement. Should Executive discover a business
opportunity that does not relate to the current or
anticipated future business of the Company, he shall
first offer such opportunity to the Company. Should the
Board of Directors of the Company not exercise its
right to pursue this business opportunity within a
reasonable period of time, not to exceed sixty (60)
days, then Executive may develop the business
opportunity for himself; provided, however, that such
development may in no way conflict or interfere with
the duties owed by Executive to the Company under this
Agreement. Further, Executive may develop such business
opportunities only on his own time, and may not use any
service, personnel, equipment, supplies, facility, or
trade secrets of the Company in their development. As
used herein, the term "business opportunity" shall not
include business opportunities involving investment in
publicly traded stocks, bonds or other securities, or
other investments of a personal nature not in conflict
with any provision herein.
(3) Exclusive Agreement. The Executive represents and
warrants to the Company that there are no agreements or
arrangements, whether written or oral, in effect which
would prevent the Executive from rendering service to
the Company during the Employment Period as provided
herein.
(4) Approved Corporate Activities. Anything herein to the
contrary notwithstanding, nothing shall preclude the
Executive from (i) serving on the boards of directors
of a reasonable number of other non-competing
corporations or the boards of a reasonable number of
trade associations and/or charitable organizations,
(ii) engaging in charitable activities and community
affairs, and (iii) managing his personal investments
and affairs, provided that such activities do not
materially interfere with the proper performance of his
duties and responsibilities as Chief Executive Officer
of the Company.
4.4. Place of Performance. The Executive shall be based at the
Company's principal executive offices, except for required
travel relating to the Company's business. The Executive may
also perform a portion of his services from a home office, if
any, provided that such activities do not materially
interfere with the proper performance of his duties and
responsibilities as Chief Executive Officer of the Company.
5. Severance. Executive shall at all times be entitled to severance
benefits equal to those provided to other executive officers of the
Company. However, this Agreement shall govern in the event of any
conflict between this Agreement and Company's policy on severance
benefits.
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6. Non-competition; Non-Solicitation; Unauthorized Disclosure;
Injunctive Relief.
6.1 Non-Competition. Except with respect to services performed
under this Agreement on behalf of the Company, and subject to
the obligations of the Executive as an officer of the Company
and the employment obligations of the Executive under this
Agreement, the Executive agrees that at no time during the
Employment Period, including any period in which the Executive
received compensation under Section 7, and for a period of one
(1) year thereafter, the Executive shall not, directly or
indirectly, own (other than as passive investment), manage,
operate, join, control, participate in, or otherwise be
connected or associated with, in any manner, including as an
officer, director, employee, independent contractor, partner,
consultant, advisor, agent, proprietor, trustee or investor,
any Competing Business in the Territory; provided, however,
that nothing contained in this Section 6.1 shall prevent the
Executive from owning less than 5% of the voting stock of a
publicly held corporation for investment purposes. For
purposes of this Section 6.1, the term "Competing Business"
shall mean a business engaged in building, developing,
operating or otherwise providing mobile voice and/or data
services over radio frequencies or which competes with any
business then being operated by the Company or any affiliate.
For purposes of this Section 6.1, the term "Territory" means
any state where the Company operates at the date of
termination of Executive's employment hereunder; and any state
in which the Company or any affiliate has taken substantial
steps toward establishing operations. The Executive's
obligations under this Section 6.1 shall survive the
termination of this Agreement and the Executive's employment
hereunder.
6.2 Non-Solicitation. The Executive agrees that, during the
Employment Period and for a period of two (2) years
immediately following any termination of this Agreement for
any reason, the Executive shall not, directly or indirectly,
(i) employ or seek to employ or engage, or assist anyone else
to employ or seek to employ or engage, any person who at any
time during the year preceding the termination of the
Executive's employment hereunder was in the employ of the
Company or its affiliates or was an independent contractor
providing material merchandising, marketing, sales, financial
or management consulting services in connection with the
business of the Company or its affiliates; (ii) interfere in
any manner in the relationship of the Company or its
affiliates with any of its suppliers or independent
contractors, whether or not the relationship between the
Company or its affiliate and such supplier or independent
contractor was originally established in whole or in part by
the Executive's efforts; or (iii) solicit or accept business
from any clients of the Company or its affiliates, from any
prospective clients whose business the Company or any
affiliate of the Company is in the process of soliciting at
the time of the Executive's termination, or from any former
clients which had been doing business with the Company within
one year prior to the Executive's termination. The Executive's
obligations under this Section 6.2 shall survive the
termination of this Agreement.
6.3 Unauthorized Disclosure. During the Employment Period and
thereafter, the Executive shall not, without the written
consent of the Board or a person authorized by the Board or as
may otherwise be required by law or court order, disclose to
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any person, other than an employee of the Company or person to
whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Executive of his duties
as an executive of the Company, any Confidential Information
(as hereinafter defined) obtained by him while in the employ
of the Company. As used herein, Confidential Information means
not only information disclosed by the Company and its
affiliates to the Executive, but also information developed or
learned by the Executive during the course or as a result of
employment hereunder, which information the Executive
acknowledges is and shall be the sole and exclusive property
of the Company. Confidential Information includes all
proprietary information that has or could have commercial
value or other utility in the business in which the Company or
its affiliates are engaged or contemplate engaging, and all
proprietary information of which the unauthorized disclosure
could be detrimental to the interests of any of the Company or
its affiliates, whether or not such information is
specifically labeled as Confidential Information by the
Company. In the event that Executive's employment with the
Company ceases for any reason, the Executive will not remove
from the premises of the Company without its prior written
consent any records, files, drawings, documents, or equipment
belonging to the Company and will immediately return to the
Company any records, files, drawings, documents, or equipment
belonging to the Company in the Executive's possession or
under the Executive's control. The Executive's obligations
under this Section 6.3 shall survive the termination of this
Agreement.
6.4 Proprietary Information. During the Employment Term, the
Executive will disclose to the Company all designs, inventions
and business strategies or plans developed by the Executive
during such period which relate directly or indirectly to the
business of the Company or its affiliates, including without
limitation any process, plan, operation, product or
improvement. The Executive agrees that all of the foregoing
are and will be the sole and exclusive property of the Company
and that the Executive will at the request and cost of the
Company do whatever is reasonably necessary to secure the
rights thereto, by patent, copyright or otherwise, to the
Company.
6.5 Severability. The parties to this Agreement understand and
agree that if any portion of the restrictive covenants set
forth in this Section 6 is held to be unreasonable, arbitrary
or against public policy, then that portion of the covenant
shall be considered divisible as to the time and geographic
area. The parties to this Agreement agree that if any court of
competent jurisdiction determines that the specified time
period or the specified geographical area of application is
unreasonable, arbitrary or against public policy, then a
lesser time period, geographical area, or both, that is
determined to be reasonable, non-arbitrary and not against
public policy shall be reformed by agreement of the parties,
or, if the parties cannot agree, then by such court and
enforced against the Executive. The Executive agrees and
acknowledges that he is familiar with the present and proposed
operations of the Company and that he believes that the
restrictive covenant as set forth in this Section 6 is
reasonable with respect to the subject matter, duration and
geographical application.
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6.6 Injunction. The Company and the Executive acknowledge that an
actual or threatened breach by the Executive of any of the
covenants contained in this Section 6 may cause irreparable
harm or damage to the Company or its subsidiaries, the
monetary amount of which may be virtually impossible to
ascertain. As a result, the Executive agrees that the Company
shall be entitled to an injunction issued by any court of
competent jurisdiction enjoining and restraining all
violations of this Section 6 by the Executive or his
associates, affiliates, partners or agents, and that the right
to an injunction shall be cumulative and in addition to all
other remedies the Company may possess.
7. Termination.
7.1 Basis for Termination.
(1) Mutual Agreement. Executive's employment hereunder may
be terminated at any time by mutual agreement of the
parties.
(2) Permanent Incapacity. This Agreement shall automatically
terminate on the last day of the month in which
Executive dies or becomes permanently incapacitated.
"Permanent Incapacity" as used herein shall mean mental
or physical incapacity, or both, reasonably determined
by the Company's Board of Directors based upon a
certification of such incapacity by, in the discretion
of the Company's Board of Directors, either Executive's
regularly attending physician or a duly licensed
physician selected by the Company's Board of Directors,
rendering Executive unable to perform substantially all
of his duties hereunder and which appears reasonably
certain to continue for at least six consecutive months
without substantial improvement. Executive shall be
deemed to have "become permanently incapacitated" on the
date the Company's Board of Directors has determined
that Executive is permanently incapacitated and so
notifies Executive.
(3) For Cause. Executive's employment may be terminated by
the Company "with cause," effective upon delivery of
written notice to Executive given at any time (without
any necessity for prior notice) if any of the following
shall occur:
(a) any material breach of Executive's obligations in
this Agreement which remains uncured by Executive
for a period of 14 days after receiving written
notification by the Company of such material
breach; or
(b) any material acts or events which inhibit
Executive from fully performing his
responsibilities to the Company in good faith, in
effect, (i) a felony criminal conviction; (ii)
any other criminal conviction involving
Executive's lack of honesty or moral turpitude;
(iii) drug or alcohol abuse; or (iv) material
acts of dishonesty, gross carelessness or gross
misconduct.
(4) Disability. The Company may terminate this Agreement
upon the Disability (as defined below) of the Executive.
For purposes of this Agreement, "Disability" shall mean
the absence of the Executive from the Executive's duties
with the Company for a period of 90 days whether or not
consecutive in any 12-month period as a result of
incapacity due to mental or physical illness. The
Termination Date for a termination of this Agreement
pursuant to this Section 8.1(4) shall be the date
specified by the Board in a written notice. Upon any
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termination of this Agreement pursuant to this Section
7.1(4), the Executive shall be entitled to the
compensation specified in Section 7.2 hereof.
(5) Death. This Agreement shall terminate automatically upon
the death of the Executive, without any requirement of
notice by the Company to the Executive's estate. The
date of the Executive's death shall be the Termination
Date for a termination of this Agreement pursuant to
this Section 7.1(5). Upon any termination of this
Agreement pursuant to this Section 7.1(5), the Executive
shall be entitled to the compensation specified in
Section 7.2 hereof.
(6) Non-Renewal. In the event that this Agreement is not
renewed beyond the Initial Term as provided in Section 2
hereof, then this Agreement shall terminate at the end
of such Initial Term of this Agreement. The last day of
the Initial Term shall be the Termination Date for a
termination pursuant to this Section 7.1(6). Upon any
termination of this Agreement pursuant to this Section
7.1(6), the Executive shall be entitled to the
compensation specified in Section 7.2 hereof.
(7) Without Cause. Executive's employment may be terminated
by the Company "without cause" (for any reason or no
reason at all) at any time by giving Executive 60 days
prior written notice of termination, which termination
shall be effective on the 60th day following such
notice. If Executive's employment under this Agreement
is so terminated, the Company shall (i) continue to pay
Executive his Base Salary over the remaining term of
this Agreement as if Executive had not been so
terminated, (ii) pay a prorated portion of the
Performance Bonus, if any, earned for the year in which
termination occurs prorated to the date of termination,
plus (iii) pay any unreimbursed expenses accruing to the
date of termination. For purposes of this provision,
Executive's annual Base Salary shall be calculated as of
the termination effective date. After the Company's
termination of Executive under this provision, the
Company shall not be obligated to provide the benefits
to Executive described in Sections 3.3, 3.5 and 3.6
(except as may be required by law). The termination
pursuant to this section shall not have any effect on
any options already granted to Executive or any options
to which Executive may be entitled prior to the
effective date of termination.
(8) Termination by Executive. Executive may terminate his or
her employment hereunder by giving the Company 60 days
prior written notice, which termination shall be
effective on the 60th day following such notice.
7.2 Payment Upon Termination. Upon termination pursuant to Section
7.1(3), 7.1(4) 7.1(5) and 7.1(8). the Company shall pay to
Executive within 10 days after termination an amount equal to
the sum of (1) Executive's Base Salary accrued to the date of
termination; (2) unreimbursed expenses accrued to the date of
termination; and (3) any deferred compensation, deferred
reimbursements and expenses and deferred bonuses. After any
such termination, the Company shall not be obligated to
compensate Executive, his estate or representatives except for
the foregoing compensation then due and owing, nor provide the
benefits to Executive described in Section 3.3, 3.5, and 3.6
(except as otherwise provided herein or as may be required by
law).
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7.3 Dismissal from Premises. At the Company's sole option,
Executive shall immediately leave the Company's premises on
the date notice of termination is given by either Executive or
the Company. Nothing contained in this section shall restrict
or eliminate any of the obligations under this Agreement,
including compensation, benefits, etc.
8. Arbitration. Any dispute or controversy between the parties which
arise out of the scope of this Agreement shall be resolved by
arbitration in accordance with the rules of the American Arbitration
Association then in effect (except to the extent that procedures
outlined below differ from such rules). Within seven (7) days after
receipt of written notice from either party that a dispute exists
and that arbitration is required, both parties must within seven (7)
business days agree on an acceptable arbitrator. If the parties
cannot agree on an arbitrator, then the parties shall list the "Big
Five" accounting firms (other than the Company's auditors) in
alphabetical order and the first firm that does not have a conflict
of interest and is willing to serve will be selected as the
arbitrator. The parties agree to act as expeditiously as possible to
select an arbitrator and conclude the dispute. The arbitrator must
render his decision in writing within 30 days of his or its
appointment. The cost and expenses of the arbitration and of legal
counsel to the prevailing party shall be borne by the non-prevailing
party. Each party will advance one-half of the estimated fees and
expenses of the arbitrator. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided that
the Company shall be entitled to seek a restraining order or
injunction in any court of competent jurisdiction to prevent any
continuation of any violation of Section 6 hereof.
9 Miscellaneous.
9.1 Transfer and Assignment. This Agreement is personal as to
Executive and shall not be assigned or transferred by
Executive without the prior written consent of the Company.
This Agreement shall be binding upon and inure to the benefit
of all of the parties hereto and their respective permitted
heirs, personal representatives, successors and assigns.
9.2 Severability. Nothing contained herein shall be construed to
require the commission of any act contrary to law. Should
there be any conflict between any provisions hereof and any
present or future statute, law, ordinance, regulation, or
other pronouncement having the force of law, the latter shall
prevail, but the provision of this Agreement affected thereby
shall be curtailed and limited only to the extent necessary to
bring it within the requirements of the law, and the remaining
provisions of this Agreement shall remain in full force and
effect.
9.3 Governing Law. This Agreement is made under and shall be
construed pursuant to the laws of the State of Florida. Any
and all legal action between the parties shall be instituted
and maintained in Broward County, Florida.
9.4 Counterparts. This Agreement may be executed in several
counter parts and all documents so executed shall constitute
one agreement, binding on all of the parties hereto,
notwithstanding that, all of the parties did not sign the
original or the same counterparts.
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9.5 Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties with respect to the
subject matter hereof and supersedes all prior oral or written
agreements, arrangements, and understandings with respect
thereto. No representation, promise, inducement, statement or
intention has been made by any party hereto that is not
embodied herein, and no party shall be bound by or liable for
any alleged representation, promise, inducement, or statement
not so set forth herein. However, any deferred salary,
bonuses, reimbursements, expenses or loans due or payable to
Executive prior to the date of this Agreement shall remain in
full force and effect.
9.6 Modification. This Agreement may be modified, amended,
superseded, or cancelled, and any of the terms, covenants,
representations, warranties or conditions hereof may be
waived, only by a written instrument executed by the party or
parties to be bound by any such modification, amendment,
superceding, cancellation, or waiver.
9.7 Attorneys' Fees and Costs. In the event of any dispute arising
out of the subject matter of this Agreement, the prevailing
party shall recover, in addition to any other damages
assessed, his/its attorneys' fees and court costs incurred in
litigating or otherwise settling or resolving such dispute
whether or not an action is brought or prosecuted to judgment.
In construing this Agreement, none of the parties hereto shall
have any term or provision construed against such party solely
by reason of such party having drafted the same.
9.8 Waiver. The waiver by either of the parties, express or
implied, of any right under this Agreement or any failure to
perform under this Agreement by the other party, shall not
constitute or be deemed as a waiver of any other right under
this Agreement or of any other failure to perform under this
Agreement by the other party, whether of a similar or
dissimilar nature.
9.9 Cumulative Remedies. Each and all of the several rights and
remedies provided in this Agreement, or by law or in equity,
shall be cumulative, and no one of them shall be exclusive of
any other right or remedy, and the exercise of any one of such
rights or remedies shall not be deemed a waiver of, or an
election to exercise, any other such right or remedy.
9.10 Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not in any
way affect the meaning and interpretation of this Agreement.
9.11 Notices. Any notice under this Agreement must be in writing,
may be sent by facsimile, sent by express 24-hour guaranteed
courier, or may be served by depositing the same in the United
States mail, addressed to the party to be notified,
postage-prepaid and registered or certified with a return
receipt requested. The addresses of the parties for the
receipt of notice shall be as follows:
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If to the Company:
0000 XX 00xx Xxx., Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000
If to Executive:
0000 Xxxxxxxx Xxxx
Xxxx Xxxxx, XX 00000
Each notice given by registered or certified mail shall be
deemed delivered and effective on the date of delivery as
shown on the return receipt, and each notice delivered in any
other manner shall be deemed effective as of the time of
actual delivery thereof. Each party may change its address for
notice by giving notice thereof in the manner provided above.
9.12 Survival. Any provision of this Agreement which imposes an
obligation after termination or expiration of this Agreement
shall survive the termination or expiration of this Agreement
and be binding on the Executive and the Company.
9.13 Right of Set-Off. Upon termination or expiration of this
Agreement, the Company shall have the right to set-off against
the amounts due Executive hereunder the amount of any
outstanding loan or advance from the Company to Executive.
9.14 Effective Date. This Agreement shall become effective as of
the date set forth on page one when signed by Executive and
the Company.
9.15 No Third Party Beneficiary. Nothing expressed or implied in
this Agreement is intended, or shall be construed, to confer
upon or give any person (other than the parties hereto and, in
the case of the Executive, his heirs, personal
representative(s) and/or legal representative) any rights or
remedies under or by reason of this Agreement. No agreements
or representations, oral or otherwise, express or implied,
have been made by either party with respect to the subject
matter of this agreement which agreements or representations
are not set forth expressly in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Employment
Agreement to be executed as of the date first set forth above.
Bizcom U.S.A., Inc.
By: /s/ Xxxxx Xxxxx
-------------------------
Director
/s/ Xxxxx Xxxxx
--------------------------
Hanan "Xxxx" Xxxxx
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SCHEDULE 3.5
STOCK OPTIONS GRANTED TO HANAN "XXXX" XXXXX
500,000 options in terms of the Company Stock Option Plan.
These options are granted as follows:
125,000 with an execute price at $2.50 vesting immediately from date of grant at
May 25, 2005,
125,000 with an execute price at $3.00 vesting immediately from date of grant at
May 25, 2005
125,000 with an execute price at $4.00 vesting six months from date of grant at
November 25, 2005
125,000 with an execute price at $5.00 vesting one year from date of grant at
May 25, 2006.
