EXHIBIT 10.1
EMPLOYMENT CONTRACT
THIS AGREEMENT, made in Xxxxx, Xxxxxxx County, Iowa, by and between Breda
Telephone Corporation, an Iowa corporation, and having its principal place of
business at Breda, Iowa, hereinafter called "Breda" and Xxxxxx Xxxxxxxx who
resides in Xxxxxxx County, Iowa, hereinafter called "the Manager."
RECITAL OF FACTS
Breda provides telephone services for the cities of Breda and Lidderdale
and the surrounding territory and also controls subsidiary corporations, Prairie
Telephone Co., Inc. which provides telephone services for several communities in
southwestern Iowa, and Tele-Services, Ltd., which provides cable television
services for a number of communities and that Breda contracts with the
subsidiary corporations. Xxxxxxxx has been an employee of Breda Telephone
Corporation for many years and has knowledge and acquaintances with people in
the telephone industry of Iowa. The parties wish to continue the relationship
and to provide for certain contingencies recognizing the increased value to
Breda of the efforts and activities of the Manager.
NOW, THEREFORE, in consideration of the mutual promised of the parties and
the mutual benefits they will gain by the performances thereof, all in
accordance with the provisions hereinafter set forth,
IT IS THEREFORE AGREED:
1. Term of Employment. The Manager hereby binds himself to continue in the
service of Breda for a period of five (5) years from and after the effective
date, and Breda hereby agrees to retain the services of the Manager for the same
period of time.
2. Termination and Dismissal. Notwithstanding any other provisions of this
agreement, if at any time while this agreement is in effect, Breda wishes to
terminate this agreement, it shall notify the Manager by registered mail to the
last known post office address of the Manager of its intention to terminate and
shall allow the Manager ninety (90) days notice of his last day of employment
and shall pay the Manager the balance due under this contract.
3. Compensation. The Corporation agrees to pay the Manager a salary of
$59,037.71 during the year 1995. For the remaining term of this agreement,
effective January 1 of each year, the salary level shall be adjusted to an
amount equal to the previous years salary plus three and one-half percent (3
1/2%) plus the percentage increase as shown in the U.S. Department of Labor
average cost of living index (CPI) for the previous year. In addition to the
compensation provided herein, the Manager may
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be provided with annual bonus at the discretion of the Board.
4. Manager Benefits. The Manager shall be entitled to the same benefits and
under the same conditions as are available to other full-time employees of Breda
according to the Breda policy and practice.
5. Disability of Manager. In the event of the total disability of the
Manager, the Manager shall be entitled to receive normal salary and benefits
until the Breda disability program becomes effective and payable. Upon
expiration, Breda shall be under no further obligation to the Manager other than
those obligations normally existing under this contract. Total disability shall
be defined to mean a mental or physical inability of the Manager to fulfill the
requirements of the Manager as determined by the Board of Directors.
6. Death of Manager. In the event of the death of the Manager from any
cause, the terms and conditions of this agreement shall no longer be binding.
However, Breda shall pay to the Manager's designated beneficiary, as shown in
the records of Breda, any salary earned but unpaid as of the date of death, and
an amount equivalent to six months salary at the Manager's salary rate at the
date of death and the salary equivalent of all accrued but unused vacation time
at the date of death.
7. Manager's Duties and Performance. The Manager shall be responsible for
the direction of all Breda activities and services; the hiring, discharge, and
compensation of the employees of Breda under policies established by the Board
of Directors; and for the interpretations and implementation of Breda policy as
set forth by the Board of Directors and the Manager agrees to exercise judgement
and discretion in the best interest of Breda. The Board of Directors of Breda
acting in concert shall determine compliance with this paragraph and may
determine the Manager to be in default; provided, however, the provisions of
paragraph 2 hereof with regard to dismissal of the Manager shall apply. The
Manager shall be supervised by the Chief Executive Officer (CEO) and the Manager
shall advise and assist the CEO and be responsive to the needs and requirements.
The Manager shall be available to fulfill the responsibilities of his position
at all times and shall maintain an office and telephone in his home in order to
fulfill these responsibilities during other than normal working hours.
8. Employee Business Expense. Breda will reimburse the Manager for all
necessary and reasonable expenses incurred by him in management and conduct of
the affairs of Breda, including, but not limited to expenses incurred for
travel, lodging, meals, entertainment, and membership in organizations used for
any of the foregoing.
The Manager shall obtain expenses approval by submitted itemized expense
accounts to the CEO.
9. Extension or Renewal. Unless Breda notifies the Manager in writing prior
to April 1, 1999 of an intention to terminate the agreement, this agreement
shall be extended for additional periods of one (1) year beyond the period in
paragraph one under the same terms and conditions as
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exists for the year of January 1, 1995 to December 31, 1999 and may be subject
to renegotiating from that time on.
10. Changes of Ownership. In the event the majority ownership of the
corporation should change, the balance of the salary due the Manager under the
terms of this contract shall be paid in full at the Manager's sole discretion.
11. Effective Date. The effective date of this contract shall be January 1,
1995.
Signed this 12 day of April, 1995.
BREDA TELEPHONE CORPORATION
By /s/ Xxxxxx Xxxxxxxxx
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President
By /s/ Xxxxx Schwave
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Secretary
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, Manager
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