EX-10.22
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is made and
effective this August 1, 2001, by and between Platforms Wireless
International Corporation, an Oklahoma Corporation ("Company") and
Xxxxxx Xxxxxx ("Executive").
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment.
Company hereby agrees to initially employ Executive as its Vice
President & Chief Technical Officer and Executive hereby accepts such
employment in accordance with the terms of this Agreement and the
terms of employment applicable to regular employees of Company. In
the event of any conflict or ambiguity between the terms of this
Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control. Election or appointment of
Executive to another office or position, regardless of whether such
office or position is inferior to Executive's initial office or
position, shall not be a breach of this Agreement.
2. Duties of Executive.
The duties of Executive shall include the performance of all of the
duties typical of the office held by Executive as described in the
bylaws of the Company and such other duties and projects as may be
assigned by a superior officer of the Company, if any, or the board
of directors of the Company. Executive shall devote his entire
productive time, ability and attention to the business of the Company
and shall perform all duties in a professional, ethical and
businesslike manner. Executive will not, during the term of this
Agreement directly or indirectly engage in any other business, either
as an employee, employer, consultant, principal, officer, director,
advisor, or in any other capacity, either with or without
compensation, without the prior written consent of Company. Further,
Executive: shall not engage in any business that is considered in
competition with the Company's business for three years after the
termination of this agreement.
3. Compensation.
Executive will be paid compensation during this Agreement as follows:
A base salary of two hundred thousand dollars ($200,000) per year,
payable in installments of ten thousand four hundred seventeen
dollars ($10,417) per month with the balance accrued until such time
as the Company has sufficient cash to pay it. Executive shall have
the right to take his salary in restricted Company common stock
valued at the closing price of the shares on the date the election is
made. In addition to the base salary outlined above Executive shall
receive Company restricted common stock as follows: five hundred
thousand (500,000) shares upon signing this agreement, five hundred
thousand (500,000) shares at his first anniversary of employment, one
million (1,000,000) shares at his second anniversary of employment
and one million (1,000,000) shares at his third anniversary of
employment. The base salary shall be adjusted at the end of each year
of employment at the discretion of the board of directors.
4. Benefits.
A. Holidays. Executive will be entitled to at least seven (7) paid
holidays each calendar year and five (5) personal days. Company will
notify Executive on or about the beginning of each calendar year with
respect to the holiday schedule for the coming year. Personal
holidays, if any, will be scheduled in advance subject to
requirements of Company. Such holidays must be taken during the
calendar year and cannot be carried forward into the next year.
Executive is not entitled to any personal holidays during the first
six months of employment.
B. Vacation. Following the first six months of employment, Executive
shall be entitled to fifteen (15) paid vacation days each year.
C. Sick Leave. Executive shall be entitled to sick leave and
emergency leave according to the regular policies and procedures of
Company. Additional sick leave or emergency leave over and above paid
leave provided by the Company, if any, shall be unpaid and shall be
granted at the discretion of the board of directors.
D. Pension and Profit Sharing Plans. Executive shall be entitled to
participate in any pension or profit sharing plan or other type of
plan adopted by Company for the benefit of its officers and/or
regular employees.
E. Expense Reimbursement. Executive shall be entitled to
reimbursement for all reasonable expenses, including travel and
entertainment, incurred by Executive in the performance of
Executive's duties. Executive will maintain records and written
receipts as required by the Company policy and reasonably requested
by the board of directors to substantiate such expenses.
5. Term and Termination.
A. The Initial Term of this Agreement shall commence on August 1,
2001 and it shall continue in effect for a period of three (3) years.
Thereafter, the Agreement shall be renewed upon the mutual agreement
of Executive and Company. This Agreement and Executive's employment
may be terminated at Company's discretion during the Initial Term,
provided that Company shall pay to Executive an amount equal to
payment at Executive's base salary rate for the remaining period of
Initial Term. In the event of such termination, Executive shall not
be entitled to any incentive salary payment or any other compensation
then in effect, prorated or otherwise.
B. This Agreement may be terminated by Executive at Executive's
discretion by providing at least thirty (30) days prior written
notice to Company. In the event of termination by Executive pursuant
to this subsection, Company may immediately relieve Executive of all
duties and immediately terminate this Agreement, provided that
Company shall pay Executive at the then applicable base salary rate
to the termination date included in Executive's original termination
notice.
C. In the event that Executive is in breach of any material
obligation owed Company in this Agreement, habitually neglects the
duties to be performed under this Agreement, engages in any conduct
which is dishonest, damages the reputation or standing of the
Company, or is convicted of any criminal act or engages in any act of
moral turpitude, then Company may terminate this Agreement upon five
(5) days notice to Executive. In event of termination of the
agreement pursuant to this subsection, Executive shall be paid only
at the then applicable base salary rate up to and including the date
of termination. Executive shall not be paid any incentive salary
payments or other compensation, prorated or otherwise.
D. In the event Company is acquired, or is the non-surviving party in
a merger, or sells all or substantially all of its assets, this
Agreement shall not be terminated and Company agrees to use its best
efforts to ensure that the transferee or surviving company is bound
by the provisions of this Agreement.
6. Notices.
Any notice required by this Agreement or given in connection with it,
shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or
recognized overnight delivery services:
If to Company:
Platforms Wireless International Corporation
0000 X. Xxxxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, XX 00000
If to Executive:
Xxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxx 00000
7. Final Agreement.
This Agreement terminates and supersedes all prior understandings or
agreements on the subject matter hereof This Agreement may be
modified only by a further writing that is duly executed by both parties.
8. Governing Law.
This Agreement shall be construed and enforced in accordance with the
laws of the State of California.
9. Headings.
Headings used in this Agreement are provided for convenience only and
shall not be used to construe meaning or intent.
10. No Assignment.
Neither this Agreement nor any or interest in this Agreement may be
assigned by Executive without the prior express written approval of
Company, which may be withheld by Company at Company's absolute discretion.
11. Severability.
If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been included.
12. Arbitration.
The parties agree that they will use their best efforts to amicably
resolve any dispute arising out of or relating to this Agreement.
Any controversy, claim or dispute that cannot be so resolved shall be
settled by final binding arbitration in accordance with the rules of
the American Arbitration Association and judgment upon the award
rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof. Any such arbitration shall be conducted
in Los Angeles, California, or such other place as may be mutually
agreed upon by the parties. Within fifteen (15) days after the
commencement of the arbitration, each party shall select one person
to act as arbitrator, and the two arbitrators so selected shall
select a third arbitrator within ten (10) days of their appointment.
Each party shall bear its own costs and expenses and an equal share
of the arbitrator's expenses and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
Platforms Wireless International Corporation
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Senior Vice President & CFO
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
