EMPLOYMENT AGREEMENT
THIS AGREEMENT is made at Miami, Florida, on February 18, 1998, by and
between COLMENA CORPORATION, an Ohio Corporation with its main offices at ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ (hereinafter, COLMENA) and ▇▇▇▇▇ ▇▇▇▇▇, an
individual residing at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
(hereinafter SETHI).
WITNESSETH:
WHEREAS COLMENA wishes to develop and expand its existing
telecommunications division, R.C.P. Communications Group, Inc., Business
Technology Systems, Inc.; and
WHEREAS SETHI AND COLMENA desire to effect an employment agreement under
the terms and conditions in this Agreement such that SETHI will become President
and take charge of this technology division; and
WHEREAS SETHI, will be leaving his current employment and changing his
position in reliance of prospective employment with COLMENA;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and promises made herein, and for the good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, COLMENA and SETHI
agree as follows.
1. Employment: COLMENA employs SETHI as President of its technology division,
who accepts such employment. COLMENA and SETHI hereby revoke, terminate and void
all prior written and oral employment agreements or employment arrangements
previously made.
1.11 Scope: SETHI shall be responsible for the overall management of a
technology re-seller company. Operations shall include the
management of Business Technology Systems, Inc., the creation of
an international telecommunications network and the international
marketing of long distance and calling card services.
2. Compensation:
2.1 Base Salary: For all services rendered, and to be rendered under
this employment agreement by SETHI, COLMENA, shall pay SETHI a
basic salary of $100,000 per year, exclusive of any fringe
benefits, payable in weekly installments which shall be
approximately equal in amount, in a manner consistent with the
accounting practices adopted by COLMENA.
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2.2 Annual Bonus: SETHI shall receive an additional annual bonus
based upon COLMENA profits and progress in expansion of products
and services.
2.2.1 Incentive Clause: Based upon the company's desire to become a
CLEC (re- seller) of local exchange telecom services), the
company agrees to compensate ▇▇. ▇▇▇▇▇ as follows based
performance:
Approval of: All state, federal and local licenses, permits and
any other regulatory actions or agreements required and carrier
agreements within approved states. The company hereby agrees to
issue stock options at par value in the following amounts:
Texas - 25,000 shares
New York - 25,000 shares
California - 25,000 shares
Customer Based Expansion: When the company reaches a paid
customer base of 2,000 customers per state as follows, the
following additional options will be deemed earned at par value:
Texas - 25,000 shares
New York - 25,000 shares
California - 25,000 shares
Florida - 25,000 shares
2.2.2 Health Insurance: Colmena shall provide a full benefit health
insurance package to Sethi's family. Further, should said health
insurance result in a deductible, COLMENA agrees to pay directly
to the medical insurance provider, any deductible not covered by
said health insurance plan.
2.2.3 SETHI shall be entitled to vacation time to be taken, at a time
of his discretion. Said vacation shall be available 2 weeks
during the first year, 3 weeks during the second year, and 4
weeks thereafter. All vacation shall be salary paid.
2.2.4 Stock Options: Stock options in COLMENA shall be issued to SETHI
based upon terms and conditions equal or greater than the highest
level executives employed.
2.3 COLMENA acknowledges and agrees to pay SETHI his Basic Salary
during the term of this agreement, so long as he is willing and
able to perform his duties and obligations and has not defaulted
under this Agreement. Should either party choose to discontinue
their relationship with the other, the discontinuing party shall
give, one month advance notice in writing, to the other.
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3. Authority and Powers of COLMENA: COLMENA shall have the power to direct,
control and supervise SETHI'S duties and the manner of, and time for performing
said duties exclusive of vacation period that shall be determined by SETHI.
4. Working Facilities and Expenses.
4.1 COLMENA will furnish SETHI with an office, technical and other
facilities and services suitable for the performance of duties
and obligations under this agreement.
4.2 In accordance with general corporate policies, SETHI may be
reimbursed for reasonable expenses related to the performance of
his duties including (but not limited to): all matters set forth
above; entertainment expenses; cost of maintaining facilities in
his home; educational expenses incurred to maintain or improve
his professional skills; expenses of membership in civic groups,
clubs, professional licenses and societies and fraternal
organizations; and all other items of reasonable and necessary
professional expenses incurred by SETHI in the performance of his
duties as President.
5. Notice: Any and all notices between the parties provided for or permitted
under this Agreement or by law shall be in writing, and shall be deemed duly
served when personally delivered to a party, or, in lieu of such personal
service, when deposited in the United States Mail, certified, postage prepaid,
addressed to such party at the addresses listed below, or to such other places
as may from time-to-time, be specified in a notice given as the address for
service of notice on such party:
Notice to ▇▇▇▇▇ ▇▇▇▇▇ shall be at the address indicated above.
Notice to COLMENA CORPORATION shall be at the address indicated
above.
6. Arbitration: In the event of any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, which cannot be amicably
resolved, which may properly be submitted to arbitration, shall, on the written
request of one party served on the other, be submitted to arbitration, in
accordance with the provisions of the Florida Statutes then in effect,
pertaining to arbitration. Such arbitration shall be considered a statutory
arbitration and the award of the board of arbitration, shall be binding upon the
parties. Each of the parties hereto shall appoint one person as an arbitrator,
and all three arbitrators shall hear and determine the dispute. The decision of
a majority of the three arbitrators shall be final and conclusive upon the
parties hereto. The expenses of such arbitration shall be borne by the
Corporation.
7. Parties Bound: Time is of the essence, and this Agreement shall be binding
on and shall insure to the benefit of the parties hereto and their respective
heirs, executors, administrators, legal representatives, successors and assigns,
where permitted by Agreement.
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8. Legal Construction: In case any one or more of the provisions contains in
this shall, for any reason, be held to be legal, invalid, or unenforceable in
any respect, such invalidity, illegality or unenforceablity shall not affect any
other provision thereof, and this Agreement shall be construed as if such
invalid, or unenforceable provision had never been contained herein. Paragraph
captions are for reference only. When the content so requires, the singular
shall include the plural, the masculine shall include the feminine, and vice
versa. Paragraph headings, where used, are for reference only, and do not define
or limit the meaning or scope of any paragraph or provision. This Agreement
shall be construed according to the laws of the State of Florida, and venue
shall be proper only in Dade County, Florida.
9. Fees and Costs: In the event of any litigation arising under the terms of
this Agreement, the prevailing party shall be entitled to recover a reasonable
attorney's fee and costs at both the trial and appellate levels.
10. Sole and Only Agreement: This instrument contains the sole and only
agreement of the parties relating to the Employment, and correctly sets forth
the rights, duties, and obligations of each other in connection therewith as of
its date, and is to be construed in conjunction with the Articles and By-Laws of
the Corporation. Any prior or present agreements, promises, negotiations not
expressly set forth in this Agreement are of no force or effect. No modification
or change in this contract shall be valid or binding upon the parties unless in
writing. Executed by the parties to be bound thereby.
11. Term: The term of this Agreement is (5) years from the date of execution by
both parties.
12. Non-Compete: ▇▇. ▇▇▇▇▇ agrees not to enter into any business arrangements
which could be construed as competing with the company's products or services
during the term of this Agreement. The current areas covered include all U.S.
territories and will expand to any country in which the company conducts
business.
IN WITNESS WHEREOF, the Parties hereto have set their hands on February
18, 1998.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇
For COLMENA CORPORATION
/s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇.
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