EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made this 16th day of December,
1993 between COMMUNICATION TELESYSTEMS INTERNATIONAL, a California Corporation,
having its principal office at 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxx
Xxxxx, Xxxxxxxxxx 00000, (hereinafter referred to as "CTS") and XXXXXX X. XXXXX
(hereinafter referred to as "Employee").
In consideration of the mutual promises of the parties hereto, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT: This Agreement sets forth the terms and conditions of
Employee's employment with CTS, commencing as of January 1, 1994 (the "Effective
Date").
2. GENERAL DUTIES OF EMPLOYEE: Employee shall have the title of President
for CTS. Employee shall perform such duties as requested by CTS and upon
request, serve on the Board of Directors of CTS and/or its subsidiaries and
affiliates.
3. CONDUCT OF EMPLOYEE: Employee shall use his best efforts to promote
the interests of CTS and shall refrain from any acts which may adversely affect
the reputation or business of CTS. Employee shall adhere to all laws and ethical
standards applicable to his conduct as an Employee for CTS, shall abide by and
observe all rules, regulations and policies of CTS presently in effect and any
amendments and additions thereto made from time to time and shall perform in a
manner consistent with generally accepted procedures for his profession.
4. COMPENSATION: As Employee's sole and complete compensation, CTS will
pay to Employee, subject to the conditions and limitations set forth in this
Agreement and all applicable withholding requirements and authorized deductions,
the following compensation:
(a) SALARY: CTS shall pay Employee the base salary listed on
Addendum "A" hereto.
(b) HEALTH INSURANCE: Employee shall participate in such medical
programs or plans that are generally available to employees of CTS.
(c) VACATION: Employee shall be entitled to twenty (20) business days
of vacation per year.
(d) Employee shall be eligible to earn bonus compensation as set forth
in Addendum "A" hereto.
5. ADVANCES: CTS may, in its sole discretion, make payments to Employee
as advances on compensation expected to become earned pursuant to this
Agreement. Employee agrees that each such advance constitutes a personal
indebtedness of Employee to CTS, repayable by Employee in full immediately
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upon demand by CTS, until such time as the compensation on which the advance is
made becomes fully earned.
6. COMPENSATION CHANGES: Notwithstanding any other provision contained in
this Agreement, the rates and terms of salary and other compensation payable to
Employee by CTS are subject to change by CTS upon ten (10) days prior written
notice to Employee.
7. RECORDS TO REMAIN PROPERTY OF CTS: All records of CTS, all records
pertaining or relating to clients of CTS, and all records and documents prepared
or generated by Employee, CTS or any other person or entity in connection with
the performance of Employee under this Agreement, including but not limited to
account cards, invoice copies, customer lists, leads and all documents
containing the names or addresses of or information relating to clients who have
done business with CTS, are and shall remain the property of CTS at all times
during the term of Employee's employment with CTS, and after termination of such
employment for any reason. None of such records, nor any part of them may be
used by Employee either in original form or in computerized, duplicated, or
copied form except for the purpose of conducting the business of CTS and the
names, addresses, and other information and data in such records are not to be
transmitted verbally, in writing, or in computerized form by Employee except in
the ordinary course of conducting business for CTS. All of said records or any
part of them are the sole proprietary information of CTS and shall be treated by
Employee as confidential information of CTS. In the event of the termination of
Employee's employment with CTS for any reason, Employee shall return to CTS all
such records and any copies or summaries thereof in computerized, duplicated,
copied or any other form.
8. LIMITATIONS ON EMPLOYEE'S USE OF PROPRIETARY INFORMATION: Employee
shall not at any time, or in any manner, directly or indirectly divulge,
disclose or communicate to any other person, firm or corporation, nor shall
Employee use for his own benefit other than in connection with the performance
of Employee's duties under this Agreement: (i) any of the names, addresses,
telephone numbers of or other data relating to clients of CTS, prospective
customers of CTS or persons, firms or corporations to whom Employee may have
provided services in his capacity as a representative of CTS or to whom other
representatives of CTS have provided such services at any time; (ii) any of the
records or documents referred to in Paragraph 7 of this Agreement; or (iii) any
other information acquired by Employee as a consequence of his employment with
CTS.
9. INVENTIONS: All improvements, discoveries, inventions, designs,
documents or other data related to the Company's business (whether or not deemed
patentable) conceived, developed, made, perfected, acquired, or first reduced to
practice, in whole or in part, during off-duty hours and away from the Company's
premises as well as in the regular course of employment by Employee during
development and research, of the Company or its subsidiaries and affiliates
shall be promptly disclosed to the Company, and Employee shall hereby assign and
transfer his right, interest and title thereto and such improvements,
discoveries, inventions,
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designs, documents, or other data shall become the property of the Company.
During the term of Employee's employment and anytime thereafter, upon request of
the Company, Employee will join and render assistance in any proceedings, and
execute any papers necessary to file and prosecute applications for, and to
acquire, maintain and enforce letters, patent, trademarks, registrations and/or
copyrights, both domestic and foreign, with respect to such improvements,
discoveries, inventions, designs, documents, or other data as required for
vesting title to same in the Company.
10. TERMINATION OF EMPLOYMENT: EMPLOYEE AND CTS SHALL AT ALL TIMES HAVE
THE RIGHT TO TERMINATE EMPLOYEE'S EMPLOYMENT WITH CTS, WITH OR WITHOUT CAUSE, BY
ORAL OR WRITTEN NOTIFICATION TO THE OTHER PARTY.
11. COMPENSATION AFTER TERMINATION OF EMPLOYMENT: Employee shall have no
further right to salary or any other compensation after termination of
Employee's employment with CTS, irrespective of the time, manner or cause of
such termination.
12. ASSIGNMENT: Neither this Agreement nor any other benefits to accrue
hereunder shall be assigned or transferred by Employee, either in whole or in
part (except a transfer effective upon the death of Employee or any payments due
hereunder), without the written consent of CTS, and any purported assignment in
violation hereof shall be void.
13. INDEMNITY: CTS and Employee shall have such indemnity rights and
obligations as provided by California law. Additionally, CTS and Employee shall
indemnify, defend and hold harmless each other from, against and with respect to
any claim, liability, obligation, loss, damage, assessment, judgement, cost or
expense (including without limitation, reasonable attorneys' fees and costs and
expenses reasonably incurred in investigating, preparing, defending against or
prosecuting any litigation or claim), in any action, suit, proceeding or demand,
of any kind or character, arising out of or in any manner, incident, relating or
attributable to any breach of this Agreement.
14. CHOICE OF LAW: This Agreement is executed and intended to be
performed in the State of California and the laws of the State of California
shall govern its interpretation and effect.
15. PARTIAL INVALIDITY: If any term, provision, covenant, or condition of
this Agreement is held by a Court of competent jurisdiction to be invalid, void
or unenforceable, the rest of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. In the event
any provision contained in Paragraphs 7, 8 or 9 of this Agreement should ever be
deemed to exceed the law in any respect, then the parties hereto agree that such
provision shall be amended automatically to provide CTS with the maximum
protection permitted by law.
16. ENTIRE AGREEMENT: This Agreement contains the entire agreement
between the parties concerning the subject matter of this Agreement. It
supersedes all negotiations, statements, promises, or understandings, if any,
made prior to the execution of this Agreement. Any such negotiations, promises,
or
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understandings shall not be used to interpret or constitute this Agreement.
17. GENDER: As used in this Agreement, the masculine, feminine or neuter
gender, and the singular or plural number, shall each be deemed to include the
others whenever the context so indicates.
18. OUTSIDE EMPLOYMENT: During the term of Employee's employment with
CTS, Employee shall not engage in any other employment or outside business
activity without the prior written consent of CTS.
19. VENUE: The venue of any civil action, arbitration or other legal
proceeding between Employee, on one hand, and CTS and/or its officers, directors
and employees, on the other hand, arising out of or relating to this Agreement,
the employment of Employee by CTS, the termination of Employee's employment with
CTS, or any other dealings between Employee and CTS, lies only in San Diego,
California, and Employee and CTS waive any right they may have under any statute
or law to cause such action or proceeding to be transferred to any other venue.
20. AMENDMENT AND WAIVER: The terms of this Agreement may be amended,
modified or eliminated, or the observance or performance of any term, covenant
or provision herein may be omitted or waived (either generally or in a
particular instance, and either prospectively or retroactively) only by a
writing signed by Employee and CTS. The waiver by CTS of any breach by Employee
of any term or provision of this Agreement shall not be construed as a waiver of
any subsequent breach.
21. SURVIVAL OF PROVISIONS: The provisions contained in Paragraphs 7, 8,
9, 13, 19 and 25 of this Agreement, and the other provisions hereof to the
extent applicable, shall survive the termination of Employee's employment with
CTS.
22. INUREMENT: This Agreement shall be binding upon and inure to the
benefit of all heirs, assigns (to the extent permitted) and successors in
interest of the parties hereto.
23. HEADLINES: The titles and headlines herein are for convenience only
and shall not be used to interpret this Agreement.
24. EFFECTIVE DATE: This Agreement shall be effective as of the date
written on the first page hereof.
25. ARBITRATION: Any claim or controversy arising out of or relating to
this Agreement or any dealings between Employee, on one hand, and CTS and/or
CTS' officers, directors, employees or agents, on the other hand, shall be
settled before the American Arbitration Association ("AAA") in accordance with
the then obtaining Comprehensive Arbitration Rules and Procedures of AAA. The
arbitrator may not limit, expand or otherwise modify the terms of this
Agreement. The award in such arbitration proceeding may be entered in any Court
of competent jurisdiction specified in paragraph 19 of this Agreement.
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ADDENDUM "A"
TO EMPLOYMENT AGREEMENT OF XXXXXX X. XXXXX
1. BASE SALARY: Employee shall receive a base salary of $12,000.00 per month
during the 1994 calendar year, and a base salary of $15,000.00 per month during
the 1995 year.
2. BONUS COMPENSATION: Employee shall also receive:
(a) 1% of the gross xxxxxxxx for direct dialed traffic (except carrier),
after deduction for in-house write-offs and billing and bad debt adjustments;
(b) 1/2% of xxxxxxxx for carrier traffic, after bad debt adjustments; and
(c) $0.075 per call on operator service traffic.
IT IS SO AGREED:
EMPLOYEE:
/s/ Xxxxxx X. Xxxxx
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(Signature)
XXXXXX X. XXXXX
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(PRINT NAME)
CTS:
Communication TeleSystems International
By: /s/ [ILLEGIBLE]
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Its: Secretary
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