1
Name:
Title:
CHADMOORE WIRELESS GROUP, INC.
By:
-------------------------------
Title:
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made as of June 16, 1997 by
and between CHADMOORE WIRELESS GROUP, INC., a Colorado corporation (the
"Corporation"), and Jan S. Zwaik (the "Employee").
W I T N E S S E T H
WHEREAS, the Employee has been serving the Corporation in the
capacities of Member of the Board of Directors and Chief Operating Officer, and
both the Corporation and the Employee desire to continue their relationship,
subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing and the
covenants and agreements hereinafter set forth, the parties hereto, intending
to be legally bound, agree on the following terms and conditions, which shall
be effective from and after the date hereof:
2.1. RETENTION, TERM AND DUTIES
1.1 Retention. The Company hereby employs the Employee as a Member
of the Board of Directors and Chief Operating Officer, and the Employee hereby
accepts such employment, upon the terms and subject to the conditions of this
Agreement.
1.2 Term. The term of employment of the Employee by the Company
shall be for the period commencing on February 17, 1997 (the "Commencement
Date") and ending on February 17, 1999, (the "Term"), unless this Agreement is
sooner terminated pursuant to Section 5, 6 or 8 herein. Notwithstanding
anything contained herein to the contrary, the term of employment will be
automatically extended for successive two (2) year periods commencing February
17, 1999 (referred to below as an "Extended Term"), unless either party to this
Agreement elects to terminate this agreement by providing notice pursuant to
Section 12 hereof of such election to the other party during the thirty (30)
day period commencing ninety (90) days prior to the expiration of the then
applicable Term or Extended Term.
1.3 Positions. The Employee shall serve as a Member of the Board of
Directors and Chief Operating Officer of the Corporation, and as a director and
senior executive officer of such subsidiaries of the Corporation as the
Employee and the Corporation may determine from time to time.
1.4 Duties. The Employee shall be a senior executive of the
Corporation (and its subsidiaries), with duties and responsibilities
commensurate with such positions. The Employee shall report only to the
Corporation's Chief Executive Officer, and its Board of Directors.
2. SCOPE OF SERVICES
2.1 Services. Subject to Section 2.2 herein, the Employee agrees
that he shall perform his services to the best of his ability. During the term
of this Agreement the Employee shall not render any services for others in any
line of business in which the Corporation or its subsidiaries are significantly
engaged without first obtaining the Corporation's written consent; and he shall
devote his full business time, care, attention and best efforts to the
Corporation's business.
2
2.2 Other Interests. The Employee may make and maintain investments
in any business (whether publicly or privately held) (provided that without the
consent of the Board of Directors, the Employee shall not make material
investments in any business which is in direct material competition with the
Corporation or its subsidiaries at the time the investment is made). The
Employees investments in other businesses may not interfere with his
obligations in the Corporation's business. From time to time the Corporation
may make investments in other corporations (the "Investee Corporations").
Notwithstanding his duties under this Agreement, the Employee may devote such
time and energy as may reasonably be required to tend to the business matters
of such Investee Corporations and may receive compensation for services he
renders to any Investee Corporation. The Employee agrees that he will not
invest in any Investee Corporation except in conformity with policies
established from time to time by the Corporation's Board of Directors and
applicable securities laws.
3. COMPENSATION
3.1 Base. The Corporation shall pay to the Employee an annual base
salary of $110,000 (the "Base Compensation"), payable in equal installments (in
accordance with the Corporation's standard practices, but no less often than
semi-monthly) subject to all withholding for income, FICA and other similar
taxes, to the extent required by applicable law. The Corporation agrees to
provide an annual written proposal, subject to approval of the Board of
Directors, to increase the Employee's salary on a yearly basis in proportion to
the Employee's productivity, with the year 1997 established as the base year.
3.2 Bonus. In addition to the Base Compensation payable to the
Employee pursuant to Section 3.1 hereof, the Corporation (i) shall pay to the
Employee as a result of the Employee's services the amount set forth in Exhibit
A hereto in accordance with the performance standards set forth in such Exhibit
A, and (ii) may pay any additional amounts as, in the discretion of the
Corporation's Board of Directors or the Compensation Committee (if any), it may
desire as a result of the Employee's services.
3.3 No Reduction; Minimum Annual Increase of Base Compensation. The
compensation paid to the Employee by the Corporation pursuant to this Section 3
shall not be reduced by any amounts received or earned by the Employee with
respect to any outside activities or services permitted under Section 2.2
hereof. In addition, it is agreed that Base Compensation shall in all events
be increased annually by at least the greater of five per cent (5%) or the
inflation rate for the previous year (as measured by the Consumer Price Index
prepared and published by the United States Department of Labor) over the Term
or Extended Term of this Agreement.
4. OTHER BENEFITS
4.1 Life Insurance. So long as it does not adversely affect the
Employee's ability to obtain life insurance in the general market at prevailing
premiums, the Corporation, at its discretion, shall have the right to take out
life insurance or other insurance with respect to the Employee, at the
Corporation's cost and for the Corporation's benefit, and the Employee shall
have no rights in such insurance policies or their proceeds. The Employee
shall cooperate with the Corporation in obtaining such insurance, and shall
timely submit to any required medical or other examinations in Las Vegas,
Nevada, provided that if such medical examination cannot be conducted by the
Employee's personal physician, (a) the Employee shall have the right to have
such physician attend such examinations and (b) the examining physician shall
be based in Las Vegas, Nevada and be subject to the Employee's approval, not to
be unreasonably withheld. Upon termination of this Agreement, the Employee
shall have the right to acquire ownership of such insurance policies upon
reimbursement to the Corporation of the cash surrender value thereof, if any,
and the pro rata portion of any premium paid applicable to future periods.
4.2 Insurance Benefits. The Corporation shall continue to make
available to the Employee any benefits of a type, nature and amount comparable
to those benefits which have been heretofore provided to the Employee up to
this time by the Corporation, and in any event no less favorable than the best
benefits of its type made available to any other employee of the Corporation
from time to time during the Term or the Extended Term (including, without
limitation, any disability, medical and dental insurance).
4.3 Expenses. To the extent not otherwise reimbursed under this
Agreement, the Corporation shall reimburse the Employee for all reasonable and
customary expenses which the Employee shall incur
3
in connection with the Employee's services to the Corporation or any subsidiary
pursuant to this Agreement. All additional benefits are to be authorized by
and subject to approval by the Corporation's Board of Directors.
4.4 Vacation; Sick Leave. The Corporation shall provide to the
Employee such paid vacation and paid sick leave as outlined in the
Corporation's Associate Managed Time Off (AMTO) Policy which do not materially
interfere with the Employee's performance of his obligations hereunder.
5. DEATH OF EMPLOYEE
5.1 Effect. This Agreement shall automatically terminate upon the
Employee's death (the "Section 5 Termination"). Upon such termination the
Corporation shall:
(i) pay to the Employee's estate the accrued amount of the
compensation, benefits, reimbursements or other sums payable pursuant to this
Agreement, such amounts to be prorated through the date of the Section 5
Termination (other than expense reimbursements which will be paid in full), if,
as and when such amounts would be paid but for such termination of this
Agreement;
(ii) pay to Employee's estate a lump sum payment equal to one-
half the then effective Base Compensation,
(iii) beginning six months after such Section 5 termination
date, pay to Employee's estate periodic amounts equal to the amounts of Base
Compensation which employee would have received hereunder if, as and when such
amounts would be paid but for such Section 5 termination, such payments to
continue for the period beginning six months after such Section 5 termination
date and ending on the later to occur of: (A) twelve months from the date of
such termination and (B) the date which would have been the end of the Term or
Extended Term, as the case may be, but for such termination, and
(iv) provide to the immediate family of the Employee the
continuation of their health insurance benefits at the Corporation's expense
for a period of two years from the Section 5 termination date. Except for the
amounts payable by Corporation pursuant to the preceding sentence, all
obligations of the Corporation with respect to compensation and benefits under
this Agreement shall cease upon a Section 5 Termination.
5.2 Option Extension. The Corporation shall use its best efforts to
obtain stockholder approvals, to the extent required, of amendments to any
stock option plan it may have which would provide that the termination date for
all options held under each such plan by the Employee and exercisable as of the
date of his death shall remain exercisable until (i) the termination date as
set forth in the respective option certificates or (ii) 18 months after the
Section 5 Termination, whichever is later.
6. DISABILITY OF EMPLOYEE
6.1 Determination. The Employee shall be considered disabled if, due
to illness or injury, either physical or mental, he is unable to perform his
customary duties and responsibilities as required by this Agreement for more
than six (6) months in the aggregate out of any period of twelve (12)
consecutive months. The determination that the Employee is disabled shall be
made by the Board of Directors of the Corporation (with the Employee abstaining
from the decision if he is then a member of such Board), based upon an
examination and certification by a physician based in Las Vegas, Nevada
selected by the Corporation subject to the Employee's approval, which approval
shall not be unreasonably withheld. The Employee agrees to submit timely to
any required medical or other examination, provided that such examination shall
be conducted in Las Vegas and that if the examining physician is other than the
Employee's personal physician, the Employee shall have the right to have such
personal physician present at such examination.
6.2 Effect of Disability. If the Employee is determined to be
disabled pursuant to this Section 6, the Corporation shall have the option to
terminate this Agreement by written notice to the Employee stating the date of
termination, which date may be any time subsequent to the date of such
determination, except that the Corporation shall pay to the Employee: (i) the
accrued amount of the compensation, benefits, reimbursements and other sums
payable pursuant to this Agreement, prorated through the date of termination
(other than expense reimbursements which shall be paid in full), if, as and
when such amounts would be paid but for the termination of this Agreement, and
(ii) a lump sum payment equal to twice the then Base Compensation. Except for
the amounts payable by the Corporation
4
pursuant to the preceding sentence, all obligations of the Corporation with
respect to compensation and benefits under this Agreement shall cease upon any
such termination.
6.3 Option Extension. The Corporation shall use its best efforts to
obtain stockholder approvals, to the extent required, of amendments to any
stock option plan it may have which would provide that the termination date for
all options held under such plans by the Employee and exercisable as of the
date of the termination of Employee (as a result of Employee's disability)
shall remain exercisable until (i) the termination date as set forth in the
respective option certificates or (ii) 18 months after the date of termination
(as a result of Employee's disability), whichever is later.
7. INDEMNIFICATION AND INSURANCE
7.1 Obligation. The Corporation shall indemnify and hold harmless,
and in any action, suit or proceeding, defend the Employee (with the Employee
having the right to use counsel of his choice) against all expenses, costs,
liabilities and losses (including attorneys' fees, judgments and fines, and
amounts paid or to be paid in any settlement) (collectively "Indemnified
Amounts") reasonably incurred or suffered by the Employee in connection with
the Employee's service as a director or officer of the Corporation or any
affiliate to the full extent permitted by the By-laws of the Corporation as in
effect on the date of this Agreement, or, if greater, as permitted by the
general corporation law of the jurisdiction of the Corporation's incorporation
(the "GCL"), provided that the indemnity afforded by the Corporation's By-laws
shall never be greater than permitted by the GCL. The Company shall advance on
behalf of Employee all Indemnified Amounts as they are incurred. To the extent
a change in the GCL (whether by statute or judicial decision) permits greater
indemnification than is now afforded by the By-laws and a corresponding
amendment shall not be made in said By-laws, it is the intent of the parties
hereto that the Employee shall enjoy the greater benefits so afforded by such
change.
7.2 Determination. A determination that indemnification with respect
to any claims by the Employee pursuant to this Section 7 is proper shall be
made by independent legal counsel selected by the Board of Directors of the
Corporation and set forth in a written opinion furnished by such counsel to the
Board of Directors, the Corporation and the Employee. In the event it is
determined by such counsel that Employee is not entitled to indemnification
pursuant to this Section 7 (and if contested by Employee, such determination is
confirmed by the final non-appendable order of a court of competent
jurisdiction), or if a court of competent jurisdiction determines in a final
non-appendable order that Employee is not entitled to indemnification pursuant
to this Section 7, Employee hereby undertakes that he shall promptly reimburse
the Company for all such advances of Indemnified Amounts made by the Company on
Employee's behalf.
7.3 Effect. This Agreement establishes contract rights which shall
be binding upon, and shall inure to the benefit of, the heirs, executors,
personal and legal representatives, successors and assigns of the Employee and
the Corporation.
7.4 Other Rights. The contract rights conferred by this Section 7
shall not be exclusive of any other right which the Employee may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation or By-laws, agreement, vote of stockholders or disinterested
directors or otherwise. This Section 7 shall not be deemed to affect any
rights to subrogation which may exist in any policy of directors and officers
liability insurance.
7.5 Notice of Claims. The Employee shall advise promptly the
Corporation in writing of the institution of any action, suit or proceeding
which is or may be subject to this Section 7, provided that Employee's failure
to so advise the Corporation shall not affect the indemnification provided for
herein, except to the extent such failure has a material and adverse effect on
the Corporation's ability to defend such action, suit or proceeding.
7.6 Indemnification Insurance. The Employee shall be covered by
insurance, to the same extent as other senior executives and directors of the
Corporation are covered by insurance, with respect to (a) directors and
officers liability, (b) errors and omissions, and (c) general liability
insurance. The Corporation shall maintain reasonable and customary insurance
of the type specified in parts (b) and (c) in the preceding sentence. The
Employee shall be a named insured or additional insured, without right of
subrogation against him, under any policies of insurance carried by the
Corporation. The Corporation will, in good faith, make efforts to maintain
insurance coverage of the type specified in part (a) above at
5
commercially reasonable rates, but the failure to obtain such coverage shall
not constitute a breach of the Corporation's obligations hereunder.
8. TERMINATION
8.1 By The Corporation For Cause. The Corporation may terminate this
Agreement for cause at any time. For purposes of this Agreement, the term
"cause," when used in connection with termination of the Agreement by the
Corporation under this Section 8.1, shall be limited to (i) the willful
engaging by the Employee in gross misconduct which is materially injurious to
the Corporation, (ii) conviction of the Employee of a felony involving any
financial impropriety or which would materially interfere with the Employee's
ability to perform his services required under this Agreement or otherwise be
materially injurious to the Corporation, or (iii) the willful refusal of the
Employee to perform in a material respect any of his material obligations under
this Agreement without proper justification after being notified with
specificity by the Board of Directors in writing of the particular respects in
which the Board of Directors asserts that Employee has not performed such
material obligations. For purposes of this Section 8.1, no act, or failure to
act, on the Employee's part shall be considered willful unless done, or
admitted to be done, by the Employee in bad faith and without reasonable belief
that such action or omission was in the best interest of the Corporation.
8.2 By The Employee For Cause. The Employee may terminate this
Agreement for cause at any time. For purposes of this Agreement, the term
"cause" when used in connection with the termination of the Agreement by the
Employee under this Section 8.2 shall be limited to the failure of the
Corporation to perform in a material respect any of its material obligations
under this Agreement without proper justification.
8.3 Procedure For "Cause" Termination. Any termination of this
Agreement pursuant to Section 8.1 or 8.2 hereof shall be effective only if the
terminating party exercises such right of termination in writing delivered to
the non-terminating party within sixty (60) days of the terminating party
having actual knowledge of the event giving rise to the right of termination.
Such termination shall be effective upon the expiration of the period referred
to above; provided, however, that should the Corporation seek such termination
the Employee may contest such termination and demand arbitration as to the
validity of the termination pursuant to the procedure in Section 11.1 of this
Agreement.
8.4 By The Corporation Without "Cause". The Corporation may not
terminate the Agreement without "cause," as defined in Section 8.1 of this
Agreement.
8.5 By The Employee Without "Cause". The Employee shall have the
right to terminate this Agreement without "cause" and in his discretion, upon
written notice to be given to the Corporation not less than sixty (60) days
prior to the effective date of such termination.
8.6 Effect of Termination. If this Agreement is terminated for
any reason prior to the end of the stated Term, or an Extended Term, as the
case may be, neither party shall have any further obligation under this
Agreement except with respect to those provisions of this Agreement which, by
their terms, require performance by the parties subsequent to termination of
this Agreement.
(a) if this Agreement is terminated by the Corporation for "cause"
pursuant to Section 8.1 hereof or by the Employee without "cause" pursuant to
Section 8.5 hereof, the Corporation shall pay to the Employee the accrued
amount of the compensation benefits, reimbursement and other sums payable
pursuant to this Agreement up to the effective date of termination, prorated
through the effective date of termination (other than expense reimbursements
which will be paid in full) if, as and when such amounts could be paid but for
the termination of this Agreement.
(b) If this Agreement is terminated by the Employee for "cause"
pursuant to Section 8.1 hereof or by the Corporation without "cause", the
Employee shall be entitled to receive (i) health insurance benefits provided
for in this Agreement (A) through the end of the stated Term or (B) 24 months
from the date of termination, whichever is the longer, and (ii) a lump sum
payment in accordance with the following terms; should termination occur
without "cause" occur in first year of employment (February 17, 1997 to
February 17, 1998), payment will be equal to 6 months of the then Base
Compensation; after February 17, 1998, payment will be equal to twice the then
Base Compensation. Any amounts payable to the Employee under this paragraph
(c) shall not be reduced by any amounts earned or received by the Employee from
any third party at any time after such termination;
6
there being no requirement on the part of the Employee to mitigate damages and
no amounts received by him from others may be used to mitigate damages.
8.7 Termination Following Change of Ownership. If this Agreement is
terminated by either party within one year following a "change in the
ownership" (as defined below) of the Corporation, and in lieu of the benefits
provided for in Section 8.6(b) and 8.6(c)(ii), Corporation shall pay to
Employee a lump sum payment equal to 2.99 times the average annual compensation
paid by the Corporation and includable by Employee in his gross income during
the lesser of (i) the period of time employed by the Corporation or (ii) the
five tax years ended prior to the tax year in which such change of ownership or
control occurs. For purposes of this Section 8.7, a "change in the ownership"
of the Corporation will be deemed to have occurred upon: (i) completion of a
transaction resulting in a consolidation, merger, combination or other
transaction in which the common stock of the Corporation is exchanged for or
changed into other stock or securities, cash and/or any other property and the
holders of the Corporation's common stock immediately prior to completion of
such transaction are not, immediately following completion of such transaction,
the owners of at least a majority of the voting power of the surviving entity,
(ii) a tender or exchange offer by any person or entity other than Employee
and/or his affiliates for fifty percent (50%) of the outstanding shares of
common stock of the Corporation is successfully completed, (iii) the
Corporation has sold all or substantially all of the Corporation's assets, (iv)
during any period of twenty-four (24) consecutive months, individuals who at
the beginning of such period constituted the board of directors of the
Corporation (together with any new or replacement directors whose election by
the board of directors, or whose nomination for election, was approved by a
vote of at least a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or
nomination for reelection was previously so approved) cease for any reason to
constitute a majority of the directors then in office, and (v) any other event
resulting in a change in the ownership of the Corporation. Notwithstanding
anything contained herein to the contrary, the payment by Corporation to
Employee pursuant to this Section 8.7 shall be reduced to the extent necessary
to prevent any portion of such payment to be characterized as an excess
parachute payment under Section 280G of the Internal Revenue Code of 1986, as
amended, or any successor provision thereof, which may be applicable to a
payment pursuant to this Section 8.7.
8.8 Expiration Of Term. Subject to Section 8.7, upon the termination
of this Agreement upon the expiration of the Term or Extended Term, as the case
may be, or by Employee pursuant to Section 8.5, the Corporation shall pay
Employee a lump sum termination payment equal to the then effective Base
Compensation.
9. CONFIDENTIAL INFORMATION: NONDISCLOSURE, ETC.
9.1 Confidentiality. Except as may be in furtherance of the
Employee's performance of his functions as a senior executive officer of the
Corporation (including, without limitation, in connection with acquisitions,
dispositions, financings and other significant corporate transactions,
developments or planning which involve the participation of third parties) or
otherwise with the consent of the Board of Directors, the Employee shall not,
throughout the Term of this Agreement and thereafter, disclose to any third
party, or use or authorize any third party to use, any material information
relating to the material business or interests of the Corporation (or any of
its subsidiaries) which Employee knows to be confidential and valuable to the
Corporation or any of its subsidiaries (the "Confidential Information"). The
Confidential Information is and will remain the sole and exclusive property of
the Corporation, and, during the Term of this Agreement, the Confidential
Information, when entrusted to the Employee's custody, shall be deemed to
remain at all times in the Corporation's sole possession and control.
Notwithstanding the foregoing, the Employee may, after prior written notice to
the Corporation (to the extent such notice is possible under the circumstances)
disclose such Confidential Information pursuant to subpoena or other legal
process, and promptly thereafter shall advise the Corporation in writing as to
the Confidential Information which was disclosed and the circumstances of such
disclosure.
9.2 Return of Documents. Upon termination of this Agreement for any
reason whatsoever, or whenever requested by the Board of Directors of the
Corporation, the Employee shall return or cause to be returned to the
Corporation all of the Confidential Information or any other property of the
Corporation
7
in the Employee's possession or custody or at his disposal, which he has
obtained or been furnished, without retaining any copies thereof.
10. NON-COMPETITION
10.1 Restriction. Subject to Section 2.2 hereof, the Employee shall
not, (i) throughout the Term or Extended Term of this Agreement, as the case
may be, and (ii) for a period of 12 months thereafter, in each case without the
Corporation's prior written consent, render services to a business, or plan for
or organize a business, which is materially competitive with or similar to the
business of the Corporation or of any of its subsidiaries by becoming an owner,
officer, director, shareholder (owning more than 4.9% of such business' equity
interests), partner, associate, employee, agent or representative or consultant
or serve in any other capacity in any such business.
10.2 Trade Secrets. Subject to Section 2.2 hereof, all ideas and
improvements which are protectable by patent or copyright or as trade secrets,
conceived or reduced to practice (actually or constructively) during the Term
of this Agreement by the Employee, shall be the property of the Corporation;
provided, however, that the provisions of this Section 10.2 shall not apply to
an invention for which no equipment, supplies, facility or trade secret
information of the Corporation was used and which was developed entirely on the
Employee's own time, and (a) which does not relate to (i) the business of the
Corporation or any of its subsidiaries or (ii) the actual or demonstrably
anticipated research or development by the Corporation of any of its
subsidiaries or (b) which does not result from any work performed by the
Employee pursuant to this Agreement.
11. REMEDIES
11.1 Arbitration. In the event of any dispute or controversy arising
under, out of or relating to this Agreement or the breach hereof other than
under Section 9 or 10 hereunder for which the Corporation may seek injunctive
relief, it shall be determined by arbitration in Las Vegas, Nevada to be heard
by a single arbitrator chosen by the Corporation and the Employee, provided
that if the Corporation and the Employee cannot agree on a single arbitrator,
each shall select one arbitrator and the arbitrators so selected shall select a
third arbitrator, and the panel of three arbitrators shall determine the
dispute. The arbitration is to commence within four (4) weeks after service a
demand for arbitration by either party, and each party shall have the right to
make one document request on the other party prior to commencement of the
arbitration proceeding, but no other discovery shall be conducted other than
that which is agreed upon in writing by both parties. Such arbitration and any
award made therein shall be binding upon the Corporation and the Employee.
11.2 Injunctive Relief. The Employee acknowledges and agrees that any
material breach which occurs or which is threatened of Section 9 or 10 hereof
shall cause substantial and irreparable damage to the Corporation in an amount
and of a character difficult to ascertain. Accordingly, in addition to any
other relief to which the Corporation may otherwise be entitled at law, in
equity or by statute, or under this Agreement, the Corporation shall also be
entitled to seek such immediate temporary, preliminary and permanent injunctive
relief on such breach or threatened breach of Section 9 or 10 hereof as may be
granted through appropriate proceedings.
11.3 Fees. If any action at law or in equity or arbitration is
necessary to enforce or interpret the terms and conditions of this Agreement,
the prevailing party shall be entitled to reasonable attorney's, accountant's
and expert's fees, costs and necessary disbursements in addition to any other
relief to which it or he may be entitled. As used in this Section 11.3, the
term prevailing party shall include, but not be limited to, any party against
whom a cause of action, demand for arbitration, complaint, cross-complaint,
counterclaim, cross-claim or third party complaint is voluntarily dismissed,
with or without prejudice.
12. NOTICES
All notices required or permitted hereunder shall be in writing
and shall be delivered in person, by facsimile, telex or equivalent form of
written communication, or sent by certified or registered mail, return receipt
requested, postage prepaid, as follows:
To Corporation:
8
Chadmoore Wireless Group, Inc.
0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Corporate Secretary
Fax: 000-000-0000
To the Employee:
Jan S. Zwaik
Chadmoore Wireless Group, Inc.
0000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Fax: 000-000-0000
or such other party and/or address as either party may designate in a written
notice delivered to the other party in the manner provided herein. All notices
required or permitted hereunder shall be deemed duly given and received on the
date of delivery, if delivered in person or by facsimile, telex or other
equivalent written telecommunication, or on the seventh day next succeeding the
date of mailing if sent by certified or registered mail.
13. FURTHER ACTION
The Corporation and the Employee each agrees to execute and
deliver such further documents as may be reasonably necessary by the other in
order to give effect to the intentions expressed in this Agreement.
14. HEADING; INTERPRETATIONS
The headings and captions used in this Agreement are for convenience
only and shall not be construed in interpreting this Agreement.
15. ASSIGNABILITY
This Agreement and the rights and duties under it may not be
assigned by any party hereto without the prior written consent of the other
party hereto. The parties expressly agree that any attempt to assign rights
and duties without such written consent shall be null and void and of no force
and effect. The terms and provisions of this Agreement shall bind successors
and assigns of the Corporation.
16. ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding of
the parties with respect to the matters herein, and supersedes all existing
negotiations, representations or agreements and all other oral, written and
other communications between them concerning the subject matter of this
Agreement.
17. AMENDMENTS
This Agreement may be amended or modified in whole or in part
only by an agreement in writing signed by the Corporation and the Employee.
18. WAIVER AND SEVERABILITY
The waiver by either party of a breach of any terms or conditions
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by such party. In the event that one or more provisions of
this Agreement shall be declared to be invalid, illegal or unenforceable under
any law, rule or regulation, such invalidity, illegality or unenforceability
shall not affect the validity, legality or enforceability of the other
provisions of this Agreement.
19. GOVERNING LAW
9
This Agreement and the rights of the parties under it shall be
governed by and construed in accordance with laws of the State of Nevada,
including all matters of construction, validity, performance and enforcement
and without giving effect to the principles of conflict of laws, except that
matters of corporate law and governance shall be governed by and construed in
accordance with the laws of the State of Nevada.
20. COUNTERPARTS
This Agreement may be executed in any number of counterparts,
each of which shall be an original, and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed Agreement as of the day
and year first above written.
EMPLOYEE
--------------------------------------------------
Jan S. Zwaik
CHADMOORE WIRELESS GROUP, INC.
ATTEST:
---------------------------------------------------------
Signature
Name:
---------------------------------------------------
Title:
---------------------------------------------------
