EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective April 1, 2000, by and between Breda Telephone
Corp., an Iowa Corporation, hereinafter referred to as "Breda", and Xxxx Xxxxxx,
the Chief Financial Officer and Co-Chief Executive Officer, hereinafter referred
to as "Xxxx".
Breda desires to employ Xxxx to devote full time to the business of the
corporation, and Xxxx desires to be so employed.
The parties agree as follows:
1. Employment. Breda agrees to employ Xxxx, and Xxxx agrees to be
employed in the capacity of Chief Financial Officer and Co-Chief Executive
Officer. Employment shall be for a term of one year, effective as of April 1,
2000, and terminating March 31, 2001.
2. Time and Efforts. Xxxx shall diligently and conscientiously devote her
full and exclusive time and attentions and best efforts in discharging her
duties.
3. Board of Directors. Xxxx shall, and all times, discharge her duties in
consultation with and under the supervision of the Board of Directors of Breda
Telephone Corp. In performance of her duties, Xxxx shall make her principal
office in such place that the Board of Directors and Xxxx xxx, from time to
time, agree.
4. Compensation. Breda shall pay to Xxxx as compensation for her services,
the sum of Five Thousand Eight Hundred and Seventy-five Dollars ($5,875.00) per
month.
5. Additional Compensation. If Xxxx is with Breda through May 15, 2000, she
may be entitled to a bonus based upon her performance rating as determined by
the Board of Directors. If Xxxx is entitled to a bonus, said bonus will be paid
during the month of May, 2000. If Xxxx is still with Breda on May 15, 2001, Xxxx
xxx be entitled to a bonus based upon her performance rating as determined by
the Board of Directors. If Xxxx is entitled to a bonus, said bonus shall be paid
during the month of May, 2001.
6. Benefits. As long as Xxxx is employed by Breda, Breda shall provide the
following benefits to her:
a. Health Insurance. 80/20 coverage with 100% hospitalization
coverage. Breda will pay the premium for family insurance
coverage. Xxxx will be responsible for paying the $250.00
deductible and $100.00 deductible for
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dental care, eye care, and drug card.
b. Life Insurance. Breda will provide life insurance coverage in an
amount equal to one times Jane's yearly salary.
c. Disability Insurance. Breda will provide long term disability
coverage as outlined by NTCA.
d. Retirement. Contributions to a retirement fund will be made by
Breda in an amount equal to 8.6% of Jane's yearly salary, and
Xxxx will contribute 3.0% of her yearly salary to said fund.
e. Pre-Retirement Death Benefit. Breda will provide Pre-Retirement
Death Benefit to Xxxx as contained in the NTCA package.
f. Clothing Allowance. Breda will provide Xxxx with a $300.00
clothing allowance during her first year of employment with the
company, and $150.00 per year for every year of employment
thereafter.
g. Free local telephone service.
h. Free basic cable service if living in a town served by Breda.
7. Expenses. Breda shall reimburse Xxxx for all reasonable and necessary
expenses incurred in carrying out her duties under this agreement. Xxxx shall
present to Breda, from time to time, an itemized account of such expenses in the
form required by Breda.
8. Disability. In the event any illness or accident renders Xxxx totally
disabled, Breda's obligation under this agreement shall terminate thirteen (13)
weeks after the determination of total disability.
9. Non-Compete. During the term of her employment, Xxxx shall not engage in
any business activities which would or could compete with those of Breda,
without prior written consent from the Board of Directors.
10. Confidential Information. Xxxx further agrees not to publish, disclose
or use, on her own behalf or on the behalf of any third party, any confidential
information or trade secrets related to Breda's business, without prior
authorization of the Board of Directors.
Upon termination of her employment with Xxxxx, Xxxx shall return to Breda
all data, records, drawings, customer and product lists, specifications, notes,
correspondence, or any other documents or copies thereof, which came into Jane's
possession and are related to Breda's business.
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00. Termination Without Cause. Breda may terminate this agreement at any
time, without cause, by giving thirty (30) days written notice to Xxxx. In that
event, if requested by Xxxxx, Xxxx shall continue to render her services and
shall be paid her regular compensation up to the date of termination.
12. Termination for Cause. Breda may terminate this agreement for cause
upon five (5) days written notice to Xxxx stating the reason for said
termination. Matters which would be considered terminable for cause would
include, but not be limited to:
a. Fraud or theft;
b. Falsifying records;
c. Refusal to carry out a specific order of the Board of Directors;
d. Abuse, discrimination, or harassment of another employee;
e. Unauthorized dissemination of records or information;
f. Divulging confidential information;
g. Possession of illegal drugs or weapons while on Breda property;
h. Conviction of a crime, the nature of which would be calculated to
render an employee undesirable as a co-manager and detrimental to
the best interest of the company; and
i. Using or possessing intoxicants or narcotics of any kind while on
company premises or being at work under the influence of such
substances.
13. Arbitration. Any and all claims, disputes, or controversies arising out
of, or related to this agreement, or the breach thereof, shall be resolved by
arbitration in accordance with the rules of the state of Iowa. Such arbitration
shall be conducted by a single arbitrator.
The determination or award rendered therein shall be binding and conclusive
upon the parties, and judgment may be entered thereon in accordance with the
applicable law in any court having jurisdiction.
14. Notices. Any notice required or desired to be given hereunder, shall be
deemed given if in writing and sent by certified mail, return receipt requested,
to Jane's residence, or to the residence of the President of the Board of
Directors, as the case may be.
15. Assignment. Xxxx acknowledges that her services are unique and
personal. Accordingly, Xxxx xxx not assign her rights or delegate her duties or
obligations hereunder. Breda's rights and obligations under this agreement shall
inure to the benefit of, and shall be binding upon Breda's successor's and
assigns.
16. Entire Agreement. This agreement, including the attachments hereto,
represents the full and complete agreement between Breda and Xxxx as to her
compensation and obligations.
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00. Amending Agreement. This agreement may only be amended in writing,
signed by the parties against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
18. Severability and Governing Law. If any portion of this agreement shall
be found to be void or unenforceable, it shall in no way affect the validity or
enforceability of other portions thereof. This agreement shall be interpreted
according to the laws of the state of Iowa.
IN WITNESS WHEREOF, the parties have executed this agreement on the day,
month and year first above provided by Breda Telephone Corp.'s President, and by
Xxxx Xxxxxx.
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
BREDA TELEPHONE CORP.
/s/ Xxxx Xxxxxxxxx
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By Xxxx Xxxxxxxxx, President
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