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EXHIBIT 10.1
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made and entered into
this 10th day of June, 1995, the Effective Date, by and between Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Xxx Xxxxxx ("Xx.
Xxxxxx").
ETC desires to employ Mr. Andrew as a Business Consultant and Mr.
Andrew desires to accept such employment with ETC, all on the following terms
and subject to the following conditions.
NOW, THEREFORE, ETC and Mr. Andrew hereby agree as follows.
1. Employment. ETC hereby employs Mr. Andrew, and Mr. Andrew
hereby accepts employment by ETC, for the term and compensation and subject to
the terms and conditions hereinafter set forth.
2. Duties of Mr. Andrew. Mr. Andrew shall serve in the capacity
of Business Consultant. In that capacity, Mr. Andrew shall have responsibility
for advising ETC concerning its proposed merger with ETC Transaction
Corporation and becoming a "public" company. Mr. Andrew shall not make any
agreements, representations, or performance guarantees, or execute or agree to
any instruments or contracts, on behalf of ETC or any of its subsidiaries or
affiliates without prior consent of ETC's chief executive officer or Board of
Directors.
3. Compensation. As compensation for services to be rendered to
ETC in the capacities set forth above, ETC shall pay Mr. Andrew on the earlier
of the filing date of a registration statement on Form S-8 or April 30, 1997,
two hundred twenty thousand (220,000) post merger shares of ETC.
4. Reimbursement of Expenses. ETC shall reimburse Mr. Andrew for
all pre-approved travel and other expenses actually incurred by him in
connection with ETC business, provided that such expenses are reasonable and
are in accordance with ETC policies. Such reimbursement shall be made to Mr.
Andrew upon appropriate documentation of such expenditures in accordance with
ETC policies.
5. Term. The term of this Agreement shall be for the period
commencing on June 10, 1995, and ending upon completion of the proposed merger,
subject to earlier termination as provided in Section 6.
6. Termination. This Agreement and Mr. Andrew's employment
hereunder shall terminate in the event of Mr. Andrew's death of if Mr. Andrew
becomes permanently disabled as determined by the ETC Board of Directors. This
Agreement and Mr. Andrew's employment hereunder may
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Employment Agreement Between ETC and Xxx Xxxxxx Xxxx 2
be terminated immediately by ETC "For cause" at any time the ETC Board of
Directors determines, in the exercise of its good faith judgment, that Mr.
Andrew has engaged in gross malfeasance or willful misconduct in performing his
duties hereunder and that his continued employment by ETC no longer is in the
best interests of ETC.
7. Non-Disclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Mr. Andrew will not disclose to any person
or entity not directly connected with ETC, or use for his own benefit, any of
the trade secrets, financial information, systems, records, or business methods
of ETC or its subsidiaries or affiliates, or any of the business relationships
between ETC or its subsidiaries or affiliates and any of their business
partners or customers, unless such disclosure shall be in direct connection
with or a part of Mr. Andrew's performance of his duties hereunder.
8. Notices. All notices hereunder shall be in writing and
delivered personally or sent by U.S. Mail or recognized courier service,
addressed as follows or to such other address for itself as any party may
specify hereunder:
If to ETC: Electronic Transmission Corporation
0000 Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
If to Mr. Andrew: Xx. Xxx Xxxxxx
0000 X. Xxx 000, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000
9. Entire Agreement, Counterparts, Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto, save and except for any Non-Disclosure, Non-Compete agreement
which may be in effect between the parties. No party may assign this Agreement
or its rights or obligations hereunder without the written consent of all other
parties hereto. Subject to the foregoing, this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
administrators, successors, and assigns. The headings herein are for
convenience of reference only and shall not affect the meaning or
interpretation of this Agreement. This Agreement may be executed in multiple
counterparts, and by the parties in separate counterparts, each of which shall
be an original but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
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Employment Agreement Between ETC and Xxx Xxxxxx Xxxx 3
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. Xxxx Xxxxxx
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L. Xxxx Xxxxxx
Chairman and Chief Executive
Officer
MR. ANDREW
/s/ XXX XXXXXX
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Xxx Xxxxxx
