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EXHIBIT 10.11
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this lst day of July, 1996, the Effective Date, by and between Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Xxxxx X. Xxxxxx
("Xx. Xxxxxx").
ETC desires to employ Xx. Xxxxxx as its Operations Manager for
Electra-Net, L.C. ("Electra-Net") and Xx. Xxxxxx desires to accept such
employment with ETC, all on the following terms and subject to the following
conditions.
NOW, THEREFORE, ETC and Xx. Xxxxxx hereby agree as follows.
1. Employment. ETC hereby employs Xx. Xxxxxx, and Xx. Xxxxxx
hereby accepts employment by ETC, for the term and compensation and subject to
the terms and conditions hereinafter set forth.
2. Duties of Xx. Xxxxxx. Xx. Xxxxxx shall serve in the capacity
of Operations Manager for Electra-Net. In that capacity, Xx. Xxxxxx shall have
responsibility for managing operations of Electra-Net. Xx. Xxxxxx 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. During the term of this Agreement, Xx. Xxxxxx
shall devote her entire business time and efforts to the performance of the
duties and responsibilities contained in this Agreement.
3. Compensation. As compensation for her services rendered to ETC
in the capacities set forth above, ETC shall pay Xx. Xxxxxx at the rate of
thirty-five thousand dollars ($35,000) per year. Within ninety days an
incentive program will be developed to add additional compensation based on Xx.
Xxxxxx'x and ETC's performances.
Xx. Xxxxxx also has the option to purchase up to thirty thousand
(30,000) shares of ETC stock at a rate of one dollar ($1.00) per one thousand
(1,000) shares to be exercised at the rate of one third on August 1, 1997, one
third on August 1, 1998, and the remaining one third on August 1, 1999. Xx.
Xxxxxx must be an employee of ETC or its successor company on the
aforementioned dates to earn the stock.
4. Benefits. During the term hereof, Xx. Xxxxxx shall be entitled
to medical insurance programs provided by ETC on the same basis as other ETC
employees.
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Employment Agreement Between ETC and Xxxxx X. Xxxxxx Page 2
5. Reimbursement of Expenses. ETC shall reimburse Xx. Xxxxxx for
all pre-approved travel and other expenses actually incurred by her in
connection with ETC business, provided that such expenses are reasonable and
are in accordance with ETC policies. Such reimbursement shall be made to Xx.
Xxxxxx upon appropriate documentation of such expenditures in accordance
with ETC policies.
6. Term. This Agreement is for a term of two years from the
Effective date, but may be canceled by Xx. Xxxxxx at any time without penalty.
Should ETC cancel this Agreement for any reason other than for cause, the
liquidated damages shall be payment of two weeks salary to Xx. Xxxxxx if
canceled before January 1, 1997, or one months salary if canceled after that
date.
7. Termination. This Agreement and Xx. Xxxxxx'x employment
hereunder shall terminate in the event of Xx. Xxxxxx'x death or if Xx. Xxxxxx
becomes permanently disabled as determined by the ETC Board of Directors.
8. Non-Disclosure of Information and Trade Secrets. During her
employment hereunder and thereafter, Xx. Xxxxxx will not disclose to any
person or entity not directly connected with ETC, or use for her 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 Xx. Xxxxxx'x performance of her duties hereunder.
9. 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
Attention: Mr. L. Xxxx Xxxxxx,
Chief Executive Officer
If to Xx. Xxxxxx: Xx. Xxxxx X. Xxxxxx
00000 Xxxxxxxxxxxx Xx.
Xxxxxxx Xxxxxx, Xxxxx 00000
10. 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, including any consulting agreements. 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
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Employment Agreement Between ETC and Xxxxx X. Xxxxxx Page 3
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.
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
XX. XXXXXX
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx