EXHIBIT 10.19
NETWORK ACCESS SOLUTIONS, INC.
DEFERRED COMPENSATION AGREEMENT
This agreement is entered into by and between Network Access Solutions, Inc.
(hereinafter referred to as "the Company" and Xxx Xxxx (hereinafter referred to
as "the Employee") on this 1st day of June, 1997. Pursuant to this Agreement,
the Employee may irrevocably elect to defer receipt of certain payments of
compensation for service performed for the Company to which he might otherwise
become currently entitled after the date set forth above.
1. Deferred Amounts: In addition to the Employee's salary and other
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compensation, the Company shall make payments of Deferred Amounts in the
amounts and on the conditions set forth herein:
A. If after the date of this Agreement, the Company should approve and award
a discretionary bonus to the Employee based on an assessment of the
Company, then all or a portion of any such bonus, but not more than
$75,000 shall not be currently payable to the Employee but shall instead
be credited to him as a Deferred Amount.
B. Deferred Amounts to which the Employee shall become entitled under
subparagraph "A" above shall be credited by the Company to a bookkeeping
account and such account shall also be credited with additional Deferred
Amounts equal to interest, adjusted and compounded quarterly at a rate to
be determined annually by the Company.
C. All Deferred Amounts to which the Employee shall become entitled under
this Agreement shall be paid to the Employee as a lump sum on the earlier
of: (1) a date within six months after the date of termination of the
Employee's employment with the Company for any reason, or (2)
installments of $25,000 (plus interest) on each of June 1, 1999, December
1, 1999 and June 1, 2000.
D. In the event of the death of the Employee before full payment of all
Deferred Amounts to which he is entitled under this Agreement, any unpaid
amounts shall be paid to Longma Aust (or in the event that Longma Aust
does not survive, to the Employee's children, equally).
2. Term: The deferrals provided for by this Agreement shall be effective only
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with respect to salary or other compensation otherwise payable on or before
December 31, 1997. The provisions of this Agreement with respect to
crediting of interest and time of payment shall, however, remain in effect
until all Deferred Amounts are paid.
3. Nature of Company's Obligation: The Company's obligation to make payments of
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Deferred Amounts in accordance with this Agreement is an unsecured
contractual obligation to make payments when due and shall not be construed
to require the Company to hold any funds in trust for the benefit of the
Employee, to otherwise fund in advance the promised Deferred Amounts, or to
create a trust or fiduciary relationship of any kind between the Company and
the Employee or any other person. By this Agreement, the Employee
irrevocably agrees that any Deferred Amounts payable hereunder shall become
payable only at the time set forth in Paragraph 1 above, and on the other
conditions set forth herein. This Agreement shall not be construed to secure
to the Employee any right to continued employment by the Company.
4. This Agreement is a personal agreement and the rights of the Employee or his
beneficiary hereunder may not be sold, transferred, assigned, pledged,
hypothecated, or otherwise encumbered.
5. This Agreement shall be binding on and inure to the benefit of the successors
and assigns of the Company.
6. During the Employee's lifetime, the Company and Employee by mutual agreement
may amend, modify, or rescind this Agreement without the consent of any other
person.
IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement on
the date first written above.
NETWORK ACCESS SOLUTIONS, Inc.
By:/s/ Longma M. Aust
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President
Attest:/s/ Longma M. Aust
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Secretary
Attest:/s/ Xxx Xxxx
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Employee
