EMPLOYMENT AGREEMENT
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This Employment Agreement dated August 15, 2002 by and between Xxxxx Xxxxxxxx
("EXECUTIVE"), and Communitronics of America, Inc. a Utah Corporation hereinafter
called ("Employer")27955 Xxxxxxx 00 Xxxxx XX Xxxxxx Xx, 00000 for ten dollars and
other good and valuable consideration it is Agreed as follows:
1. Executive: EXECUTIVE shall be retained by EMPLOYER to become a Corporate
EXECUTIVE.
2. Duties: Executive shall serve The Company as Chief Executive Officer
reporting directly to the Board of Directors of the Company. Executive shall serve
and prepare all documentation related directly or indirectly to The Company,
as well as for any of subsidiaries.
2.1 Executive shall perform such Executive, administrative, development, marketing,
programming and other duties as are indicative of the office he holds and as may,
from time to time, be assigned to him by the Board of Directors of said Corporations
and devote such time shall be reasonable and necessary for the performance of
Executives job.
2.2 Executive shall be responsible to establish credit, credit lines, business
leases (equipment, offices, autos, etc.). Banking relationships including lending,
feasibility studies on new or existing projects. Executive shall set up and maintain
a continuous source of financing for The Company. Executive shall be responsible
for the timely preparation of all financial documentation including but, not
limited to payroll, 10Q's, 10K's, 8K's, and any other SEC requirements, Internal
Revenue Service returns and related items.
3. Compensation.
3.1 Compensation of Executive: The CORPORATION shall pay EXECUTIVE,
and EXECUTIVE shall accept from CORPORATION, as payment for all of the EXECUTIVES
services under this Agreement, as follows:
One Hundred Eighty Thousand Dollars ($180,000) of past due Executive
compensation when funds become available.
Two Hundred Thousand Dollars ($200,000) for the first year of Employment; and
A Fifty thousand-Dollar ($50,000) increase per year for years two through six.
Compensation payments of salary will be paid at discretion of the Board of
Directors, with a minimum of $2000.00 paid weekly as moneys are available.
Compensation of more than minimum will also require EXECUTIVE'S approval.
Executive shall receive 3 weeks paid vacation per year.
3.2 Profit Sharing and Benefits: In the event the Employer institutes a
pension, profit sharing or Employee Stock Option plan, EXECUTIVE shall be eligible
therefore. Executive shall receive a bonus of one and one half percent of the
gross collected revenues and a bonus of two and one half percent of all first year
new business of said Corporation. EXECUTIVE shall receive medical insurance for
executive and family.
3.3 Stock Options: EXECUTIVE shall be eligible for any incentive stock option or
non-qualified option plan. EXECUTIVE shall receive 1,000,000 shares of the
common stock of the CORPORATION upon signing of this agreement for services
rendered. Upon signing of this agreement 350,000 shares and 350,000 fully
exercised options per year employed as an incentive to his employment. The
EXECUTIVE option price of one dollar per share may be exercised at any time at
the stated option price but the option may not be exercised more than ten (10)
years after the date of its grant. All options in this agreement shall be fully
vested when issued and said CORPORATION will herein loan moneys to EXECUTIVE to
exercise said options at no interest. This contract shall also be available to
EXECUTIVE for any spin-off corporate entities. In the case of a merger or take
over of Corporation or a change of control all options shall immediately become
vested. Upon the signing of any letter of intent or any vote of the rights of
the common stock holders, all options herein shall carry one common share vote
per option. All of the options remaining either exercised or remaining under
contract for the total of the six-year period shall have said voting right.
3.4 Deferred Compensation: At the written consent of EXECUTIVE, Deferred
Compensation shall be as follows:
a. Deferred Compensation may be exchanged at the rate specified in
Section 3.3 of this Agreement for additional stock options; or
b. Deferred Compensation as specified in sections 3.1, 3.2, 3.3 or 3.5
may be exchanged at the rate of 250% of face value of this Agreement to
pay existing option contracts.
4. Term. This agreement shall become effective upon the signing of this
agreement. This Agreement shall be for a period of thirty-six months from the date
this Agreement is executed and all options and compensation shall be fully earned
and fully vested at the time of signing of this agreement. This Agreement shall
automatically be extended at the end of its term for an additional three-year period
unless Parties agree with written notice of intent not to extend the Agreement
60 days prior to the termination date. In the case of a buy out, a merger in which
EMPLOYER is not the surviving corporation or a forward stock split this contract
shall be adjusted accordingly and all six years shall considered earned and
immediately payable.
5. Confidential Data. EMPLOYER shall furnish to EXECUTIVE such information
necessary or appropriate for EXECUTIVE to perform its services. The parties hereto
are aware that some of the information would or could be deemed material non-public
information.
(a) You will identify to EXECUTIVE all information, which is non-public.
If such information is in writing you will stamp or xxxx each page
"Confidential" or "Non-Public Information".
(b) You will promptly advise EXECUTIVE in writing when any such non-
public information is made publicly available.
(c) Until such time, any written non-public information shall be kept
in a locked file drawer at EXECUTIVE where access is restricted to
EMPLOYER or other public principles of EXECUTIVE.
(d) So long as any such information is non-public, EXECUTIVE or other
principles are prohibited from discussing that information with any
other officer of EMPLOYER, any customer of EMPLOYER, or any other
third party except council to EMPLOYER of persons or entities in
association with its furnishing of such advisory services provided,
however, that the disclosure of such material non-public information
is essential and the recipient of such information is advised that
it is presently deemed material non-public information.
6. DEATH or DISABILITY: EXECUTIVES employment by the CORPORATION shall
terminate automatically upon the death or disability of EXECUTIVE, in which event
the CORPORATION shall remain liable to EXECUTIVES estate, heirs, devises for the
then accrued but unpaid compensation and benefits vested at the time of death or
disability, which would have been payable to EXECUTIVE under section 3 and all
payments shall be made directly to EXECUTIVES estate or otherwise in accordance
with the estate. EXECUTIVES estate, heirs, devises will be entitled to an amount
equal to one half (1/2) of the annual payable salary in accordance to the terms
and conditions of the contract and all extensions in time therein available of
all compensation therein listed under section 3 of the current contract in
existence but no less than six months to be paid in equal monthly installments.
All options and shares in said contract shall become immediately vested and paid
and delivered to EXECUTIVES estate for the entire current contract and all
extensions available therein.
7. Joint Relationship. Nothing contained in this agreement shall be
construed to imply a joint venture or partnership or principle/agent relationship
between the parties hereto, and neither party by this Agreement shall have any
right, power or authority to act or create any obligation, expressed or implied,
on behalf of the other party other than as set forth herein.
Neither shall this Agreement be construed to create rights, expressed or
implied, on behalf of or for the use of any parties besides the parties hereto
and they shall not be obliged separately or jointly to any third parties merely
by virtue of this Agreement.
8. Entire Agreement. This Agreement represents the entire Agreement
between the parties and is not subject to alteration, modification or change
except in writing signed by each of the parties. A waiver of any term of
condition of this Agreement shall be construed as a general waiver.
9. Notices. Any notices with respect to this Agreement shall be sent
to each of the parties at the address designated at the top of page one.
10. Choice of Law. The laws of the State of Alabama shall govern this
Agreement.
11. Disputes. Any dispute that arises from this Agreement shall be
settled in a court of law, with the prevailing party compensated for all damages,
which include but are not limited to, court costs, attorneys fees and any market
losses.
SIGNITURE PAGE
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first set forth.
COMMUITRONICS OF AMERICA, INC
/s/ Xxxxx X. Xxxxxxxx
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By
Board Member
Xxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
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EXECUTIVE
/s/ Xxxxxxx Xxxxxx
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WITNESS
Board Member
