EXHIBIT 10.1
EMPLOYMENT AGREEMENT
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SATX, INC.
THIS AGREEMENT made and entered into as of the 15th day of May, 2001,
by and between SATX, INC. a Nevada corporation (the `Company"), and XXXXXXX X.
XXXXXXXXXX, (the "Executive") and in the plural hereby referred to as the
"PARTIES".
WHEREAS, the Company desires to employ the Executive as Chief Financial
Officer and the Executive desires to be employed in such capacity by the Company
under the terms and conditions contained hereafter.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants of the parties hereinafter set forth, it is agreed as follows:
ARTICLE 1. TERM OF AGREEMENT. The Company agrees to employ the
Executive, and the Executive hereby agrees to serve the Company, on the terms
and conditions set forth herein for the period commencing on 5/15/2001, and
expiring on 5/15/2004 (the "Expiration Date"), unless sooner terminated as
hereinafter set forth. If mutually agreed by both parties hereunder, the
Expiration Date shall be extended for one (1) additional year beginning on the
first anniversary of employment or until otherwise terminated hereunder. Only
under termination for cause can Executive be terminated before twelve (12)
months from commencement date has passed. In other words this is a "no-cut"
contract for twelve months.
ARTICLE 2. COMPENSATION AND OTHER TERMS.
(a) Compensation. The Executive shall receive a salary for his
services during the term of this Agreement in the sum of One Hundred Thirty-Five
Thousand Dollars ($135,000.00), subject to applicable withholding allowances and
payable in the same manner, which the Company pays other executive employees.
Annual increases in Executive's Salary will be at the discretion of the CEO with
the Board of Directors ("BOD") approval with such annual increases being, at
least, equivalent to what other Executives are receiving and not less than the
consumer price index, as published by the United States Department of Labor,
Bureau of Labor Statistics.2
(b) Additional Compensation.
i) Executive shall receive performance bonus or
bonuses as approved by the CEO and the Board of Directors of the Company, at
such time and in such amounts as the CEO and the Board of Directors may
determine. As a condition of hiring Executive The CEO and the BOD agrees that
Executive will be entitled to an annual bonus of up to 50% of Executive's base
salary. The CEO and the BOD may, at their discretion, award the bonus or bonuses
quarterly.
ii) As an inducement to accept employment as CFO of
SATX, Inc. Executive will receive 250,000 of SATX, Inc. common stock immediately
upon hiring. Such stock will be restricted stock under the SEC 144 Rules.
iii) Additionally, Executive shall immediately
receive stock options to acquire one million two hundred thousand (1,200,000)
shares SATX, Inc. ("SATX") Common Stock, or stock containing identical features,
at the closing price of the stock on May 15th, 2001. Two Hundred Thousand
(200,000) of such options shall become vested immediately upon the commencement
date and the remaining One Million (1,000,000) of such options shall become
vested one third on each anniversary of this Agreement, May 15 of each year, so
long as Executive shall then be employed by the Company pursuant to the terms
hereof and to the terms of the SATX, Inc. Stock Option Plan 2001 and Stock
Option Agreements, both of which must be executed by both Executive and the
Compensation Committee of the Board of Directors. In the event of Executive's
death during the term of this Agreement, all options for the issuance of SATX,
Inc. stock shall become vested immediately and all such options proceeds paid to
the Executive's Estate.
(c) SICK LEAVE. During the time of this Agreement and any
renewal, Executive shall be entitled to ten (10) business days' sick leave per
year because of sickness or accident without any adjustment in the Executive's
salary. In the event Executive is deemed to be totally disabled the Company
shall continue to pay Executive both salary and benefits until such time as
Executive commences receiving benefits under the disability insurance policy as
provided for hereafter.
(d) FRINGE AND OTHER BENEFITS. The Company shall provide to
the Executive the fringe benefits as listed below:
(i) Auto Expense @ One Thousand Dollars ($1,000.00)
per month.
(ii) Reimbursement of Continuing Education courses
to maintain Executive's certified credentials.
(iii) Health and Dental Insurance for Executive and
Dependents and Reimbursement of COBRA until
Company insurance is effective
(iv) Directors and Officers Insurance as soon as
practical
In addition, the Company shall further provide such other ordinary and
usual fringe benefits provided to employees holding the same or similar
positions in the Company.
(e) DISABILITY INSURANCE. The Company will provide, at the
discretion of the BOD, disability insurance to the Executive during the term of
this Agreement in the maximum amount, but not less than One Hundred Fifty
Thousand Dollars ($150,000.00), reasonably obtainable by the Company from an
insurance company with a Best's AAA rating. The cost at such insurance will be
advanced by the Company as additional compensation, but will be borne by the
Executive and will be treated as additional taxable income to the Executive on
information returns filed with applicable tax authorities. The disability
insurance shall provide for not more than a sixty- (60) day waiting period
before benefits are provided.
(f) BUSINESS EXPENSES. During the term of employment
hereunder, the Executive shall be entitled to be reimbursed (in accordance with
the policies and procedures established by the Board of Directors for Company
officers) for all reasonable expenses incurred by him in performing services
hereunder, provided that the Executive properly accounts therefor in accordance
with Company policy.
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(h) VACATION. During the term of this Agreement, the Executive
shall be entitled to not less than twenty (20) business days per year for
vacation. The Executive shall be compensated during all vacation days. The
Executive shall also be entitled to all paid holidays given by the Company to
senior executive officers.
ARTICLE 3. DUTIES. The Executive shall perform such senior executive
level duties for the Company as may be requested, either orally or in writing,
by the CEO, President or the Board of Directors of the Company.
ARTICLE 4. ATTENTION TO BE DEVOTED TO AFFAIRS OF THE COMPANY. During
the continuation of this Agreement, the Executive shall devote substantially all
of his time, attention and influence to the affairs of the Company. The
Executive covenants and agrees that, without prior permission of the Company, be
will not directly or indirectly, engage or participate in any activities at any
time during the term of this Agreement in conflict with the best interests of
the Company. It is understood and agreed that work for other business interests
of Executive not in conflict with the business of the Company, and other similar
activities are not prohibited so long as the affairs of the Company are given
primary consideration, and so long as the duties of the Executive are not
materially affected thereby.
ARTICLE 5. THE EXECUTIVE AGREES to serve without additional
compensation, if elected or appointed thereto, in one or more offices or as a
director of any of the company's subsidiaries or affiliates.
ARTICLE 6. TERMINATION OF EMPLOYMENT.
(a) The Company may only terminate this Agreement with cause,
and shall provide ninety (90) days' written notice of such termination and the
reason therefore to Executive. Cause shall be defined for the purposes hereof as
the conviction of Executive of any felony crime, unless waived by the Company,
or the willful breach of duty by the Executive in the course of, or embezzlement
or theft by Executive, unless waived by the Company. In the event of such
termination, the Company shall be obligated to continue to pay Executive the
salary and benefits due him under this Agreement up to the date of termination
provided that Executive continues to reasonably perform his duties hereunder.
(b) Executive may terminate this Agreement at any time upon
ninety (90) days' written notice to the Company. In the event of such
termination, the Company shall have the obligation to continue to pay Executive
the salary and benefits due him under this Agreement up to the date of
termination, and for a period of twelve (12) months following the effective date
of his resignation. Executive shall continue to satisfactorily perform his
duties hereunder to the end of such ninety- (90) day period and be available, as
mutually agreed between the Parties, to assist the Company during the 12 month
period following the effective date of termination.
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(c) PROPERTY OF THE COMPANY. The Executive agrees that upon
the termination of his employment, he will surrender to the Company all lists,
books, records and similar materials, and all copies thereof in his possession,
and will also return to the Company all other property of the Company which has
come into his possession while employed by the Company.
ARTICLE 7. DISABILITY.
(a) TOTAL DISABILITY. In the event the Executive shall become
physically or mentally incapacitated from performing his duties under this
Agreement, then he shall be deemed to be totally disabled. In such event, the
Executive shall be entitled to receive his normal salary and benefits to and
until such time as the Executive shall commence receiving benefits under the
policy of disability insurance provided for herein. Thereafter, the Executive
shall be entitled to receive no further compensation from the Corporation under
the terms of this Employment Agreement, except for such disability insurance.
(b) PARTIAL DISABILITY. In the event the Executive shall
become physically or mentally incapacitated from performing his duties under
this Agreement, but is still able to perform other services from the Company,
then the Company shall continue to employ the Executive for such purposes. In
such event, the Company shall pay to the Executive a monthly salary equal to
seventy-five percent (75%) of the salary to be paid to him under the provisions
of Article 2(a) above, less the amount of disability insurance proceeds, if any,
received by the partially disabled Executive for each month. The Company shall
further be required to continue to provide all benefits to Executive.
(c) STOCK OPTIONS. In the event the Executive is either
totally or partially disabled, all options for the issuance of SATX, Inc. stock
as provided for herein which have not previously become vested shall become
vested immediately upon such determination of total or partial disability.
ARTICLE 8. DEATH BENEFIT. In the event of Executive's death during the
term of this Agreement, this Agreement shall terminate immediately, however,
Executive's heirs at law or estate shall be entitled to receive the salary due
Executive by way of this Agreement or any renewal thereof. Terminal pay as
provided for in this section shall be in addition to amounts otherwise
receivable by the Executive or his estate under this or any other agreement with
the Company.
ARTICLE 9. PURCHASE OF LIFE INSURANCE ON EXECUTIVE'S LIFE. If at the
time of termination at Executives employment with the Company for any reason
other than death, the Company owns a policy of life insurance on the life of the
Executive. The Executive may purchase said policy of life insurance from the
Company for the amount of One Dollar ($1.00), or the total of cash surrender
value, plus the unearned premiums accumulated dividends and accrued interest
thereon, of such policy, whichever is greater; such purchase and sale to be
consummated within sixty (60) days following the termination of Executive's
employment.
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ARTICLE 10. BINDING AGREEMENT. This Agreement and all obligations of
the Company hereunder shall be binding upon the successors and assigns of the
Company. This Agreement and all rights of the Executive hereunder shall inure to
the benefits of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
ARTICLE 11. NON-COMPETITION. During the term of employment hereunder,
Executive will not (a) directly or indirectly own, manage, operate, control or
participate in the ownership, management, operation or control of, or be
connected as an officer, employee, partner, director or otherwise with, or have
any financial interest in, or aid or assist anyone else in the conduct of, any
business which is in competition with any business conducted by the Company or
by any group, division or subsidiary of the Company in any area where such
business is being conducted by the Company at the time of such termination
(provided that ownership of five percent (5%) or less of the voting stock of any
publicly held corporation shall not constitute a violation hereof) or (b)
directly or indirectly solicit, interfere with, or endeavor to entice away from
the Company any customer, or person, firm, corporation or business, regularly
dealing with the Company or interfere with or entice away any subsidiary,
affiliate or employee of the Company or advise or recommend to any other persons
that they, directly or indirectly, so solicit, interfere with or endeavor to
entice away. The Executive agrees that the covenants contained in this Section
are reasonably necessary to protect the legitimate interests of the Company, are
reasonable with respect to time and territory, and do not interfere with the
interests of the public. The Executive further agrees that the description of
the covenants contained in this Section is sufficiently accurate and definite to
inform the Executive of the scope of the covenants.
ARTICLE 12. UNAUTHORIZED DISCLOSURE.
(a) During the period of his employment hereunder, the
Executive shall not, without the prior written consent of the Board of
Directors, or a person authorized thereby, disclose to any person, other than a
person to whom disclosure is necessary or appropriate in connection with the
performance by the Executive of his duties as an officer of the Company, or its
subsidiaries or its affiliates, any confidential information obtained by him
while in the employ of the Company with respect to any of the Company's
services, products, improvements, formulae, designs or styles, processes,
customers, methods of marketing or distribution, systems, procedures, plans,
proposals, policies or methods of operation, the disclosure of which he knows,
or should have reason to know, will be damaging to the Company or its
subsidiaries or its affiliates, nor shall he make any false statements regarding
the Company or its subsidiaries or its affiliates or take any other action which
he knows, or should have reason to know, will be damaging to the Company or its
subsidiaries or its affiliates; provided, however, that confidential information
shall not include any information known generally to the public (other than as a
result of unauthorized disclosure by the Executive) or any information of a type
not otherwise considered confidential by persons engaged in the same business or
a business similar to that conducted by the company. Following the termination
of employment hereunder, the Executive shall not disclose any confidential
information of the type described above or take any action of the type described
above except as may be required in the opinion of the executive's counsel in
connection with any judicial or administrative proceeding or inquiry.
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(b) The foregoing provision of this Section 12 shall be
binding upon the Executive's heirs, successors and legal representatives.
ARTICLE 13. WITHHOLDING OF TAXES. The Company may withhold from any
amounts payable under this Agreement all federal, state, city or other taxes as
shall be required pursuant to any law or government regulation or ruling.
ARTICLE 14. AMENDMENT; MODIFICATION WAIVER. This Agreement may not be
amended except by the written agreement of the parties hereto. No provisions of
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by both the Executive
and the Company. No waiver by either party hereto at any time of any breach by
the other party hereto or compliance with any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
ARTICLE 15. SEVERABILITY. If any provision of this Agreement shall be
held invalid or unenforceable, the remainder of this Agreement shall
nevertheless remain in full force and effect. If any provision is held invalid
or unenforceable with respect to particular circumstances, it shall nevertheless
remain in full force and effect in all other circumstances.
ARTICLE 16. WAIVER. The waiver by either party of any breach or
violation of any provision of this Agreement shall not operate or be construed
as a wavier of any subsequent breath or violation thereof or of any other
provision hereof.
ARTICLE 17. NOTICE. All notices required to be given under the terms of
this Agreement shall be in writing, shall be effective upon receipt, and shall
be delivered to the addressee in persona or mailed by certified mail, return
receipt requested, as follows:
If to the Company, addressed to:
SATX, Inc.
0000 Xxxxxxx Xxxx
#000
Xxxxxxx, Xxxxxxx 00000
If to the Executive, addressed to:
Xxxxxxx X. Xxxxxxxxxx
0000 Xxxxxxxxxx Xx.
Xxxxxxx, Xxxxxxx 00000
or such other address as either party shall have designated for notices to be
given to him or it in accordance with this paragraph.
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ARTICLE 18. ENTIRE AGREEMENT. This Agreement contains the entire
Agreement between the parties hereto and shall not be modified except by a
written instrument between the parties.
ARTICLE 19. GOVERNING LAW. This Agreement has been negotiated and
executed in the State of Georgia, and the laws of that state shall govern its
construction and validity.
ARTICLE 20. BENEFIT. This Employment Agreement shall inure to and shall
be binding upon the parties hereto, the heirs and personal representatives of
the Executive, and the successors and assigns of the Company, including any
business entity which at any time, whether by merger, purchase, or otherwise,
acquires all or substantially all of the assets of the Company.
WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed on the day and year first above written.
"SATX, INC." "EXECUTIVE"
(the "Company")
By /s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
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Signature Signature
Print Name: Xxxxx X. Xxxxxxx Print Name: Xxxxxxx X. Xxxxxxxxxx
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June 7, 2001
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
6/07/2001
This Amendment to the Employment Agreement dated May 15th, 2001between SATX,
Inc. and Xx. Xxxxxxx X. Xxxxxxxxxx ("Employee") is to modify certain terms of
the Agreement, specifically the voluntary separation stipulation.
Both Parties agree to amend the Employment Agreement as set forth below:
Should Xx. Xxxxxxxxxx ("Employee") elect to voluntarily end his employment, i.e.
quit, his position as CFO of SATX, then Employee will receive salary and
benefits up to and including the date Employee voluntarily leaves the employment
of SATX. Benefits would continue that are mandated by Federal and/or State laws.
Should a change in control of SATX happen as a result of a merger, a major
shareholder sells his interest to another person or entity, or acquisition by
another company and Xx. Xxxxxxxxxx elects to voluntarily end his employment,
i.e. quit, his position as CFO of SATX, then Employee will be paid in accordance
with and by the Terms and Conditions of the Employment Agreement.
/s/ X. X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
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Xxxxx Xxxxxx
Secretary
