Exhibit 10.17
Employement agreement with Nidal
369
EMPLOYMENT CONTRACT
This Agreement made and entered into this First day of July, 1999 by and between
XXXXX X. Xxxxx (hereinafter referred to as AEmployee@) and Telesource Intl.
Inc., an Illinois corporation (hereinafter referred to as AEmployer@ or
ATelesource@).
WITNESSETH
WHEREAS, the Employer is engaged in the business of construction and power
production in the United States and Internationally; and WHEREAS, Employee
believes that he is qualified to serve as Executive Vice President for the
Employer; and WHEREAS, both parties hereto desire to enter into an employment
relationship under the terms and conditions set forth hereunder. NOW, THEREFORE,
in consideration of the foregoing mutual promises and covenants, it is agreed to
between the parties as follows:
ARTICLE I
EMPLOYMENT RELATIONSHIP
1.1 EMPLOYMENT. The Employer hereby employs the Employee under the terms of
this Agreement. Subject to any right of termination hereunder, this
Agreement and said employment shall become effective on September 1,
1999, and shall continue in full force and effect until September 1,
2002. 1.2 EMPLOYEE RESPONSIBILITIES. During his employment hereunder,
Employee shall have the title and responsibilities of Executive Vice
President, reporting to the President and Chief Executive Officer. Said
responsibilities comprise serving as the number two operating officer
accountable for the full range of operations.
ARTICLE II
BASE COMPENSATION, BENEFITS
2.1 SALARY. Starting September 1, 1999, Employee shall receive a base
salary under this Agreement in the amount of ONE HUNDRED TWENTY FIVE
THOUSAND DOLLARS ($125,000.00) per annum.
2.2 401K PLAN Eligible to participate after 90 days service.
2.3 BENEFITS. Employer agrees to provide Employee major medical insurance
at a significantly reduced rate. In addition, the Employer will provide
at no charge to the Employee, Short and Long Term Disability coverage.
Dependant medical coverage is available at an additional expense to the
employee through payroll deductions. Vacation of 15 days per year
earned on a prorata basis. _______ sick days earned prorata per year.
Standard company holidays. Note, benefits are subject to current
company policies.
2.4 REIMBURSEMENT OF EXPENSES. Employer shall reimburse Employee for
reasonable out of pocket expenses expended by Employee in furtherance
of his duties. Employee will submit to Employer, on a bi-weekly basis,
a detailed expense report showing amount of expense and reason for said
expense. All extraordinary expenses shall be first approved by Employer
prior to expenditure.
2.5 COMPANY CAR. Employee shall have full time use of a company
car. When a company car is not available, Employee will be given a
fair car allowance.
ARTICLE III
STOCK OPTIONS & BONUSES
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3.1 STOCK OPTIONS. Should Telesource become publicly traded during the term
of this agreement, the Board of Directors may provide stock option(s)
to employee as it sees fit in its sole discretion.
3.2 BONUSES. The Board of Directors may provide bonuses to Employee as it
sees fit in its sole discretion.
ARTICLE IV
TERMINATION/REVIEW
4.1 TERMINATION: Employer may terminate this Agreement only for cause. At
any time, the parties may mutually agree to terminate this Agreement.
4.2 EFFECT: Immediately upon the expiration or valid termination of this
Agreement, Employee shall:
i. Cease all services for Employer, and shall cease all
relations with Employer and with all
Employer employees, agents, contractors, representatives,
Clients, Accounts, customers and others related to the
business or matters of Employer, and shall cease making any
representations about or on behalf of Employer;
ii. Promptly deliver to Employer any and all originals and copies
(either prepared by Employer or Employee) of all Confidential
Information which has been supplied to Employee under this
Agreement or which has been developed or created pursuant to
this Agreement;
iii. Promptly deliver to Employer any and all property and
equipment of Employer in Employee's possession including, but
not limited to, credit cards, financial instruments/advances,
computers, hardware, software, phones, books, records, etc.;
and
iv. Immediately therewith resign from all offices and employment that
he may have with Employer. 4.3 REVIEW: On or around each anniversary of this
agreement, Employer shall review the services of Employee.
ARTICLE V
PROPRIETARY RIGHTS
5.1 COVENANT NOT TO USE OR DISCLOSE TRADE SECRETS.
It is understood between the parties that during the term of his employment,
Employee will be dealing with confidential information and processes which are
Employer=s property, used in the course of its business. Employee agrees that
he/she will not disclose to anyone, directly or indirectly, any of such
confidential matters, or use them other than in the course of his employment.
All documents that Employee prepares, or confidential information that might be
given to his in the course of his employment, are the exclusive property of the
Employer and shall remain in Employer=s possession on its premises. Under no
circumstances shall any such information or documents be removed without
Employer=s written consent to such removal first being obtained. For purposes of
this Agreement, persons properly entitled to such information shall be only
employees and agents of Employer, attorneys and accountants employed by
Employer, and such other persons as are legally entitled to such information.
Employee further agrees that upon termination of this Agreement, Employee will
not take with him or retain, without written authorization from Employer, any
papers, lists, books, files or other documents or copies of such items or other
information of any kind belonging to Employer and that Employer has designated
as pertaining to the business or financial condition of Employer.
ARTICLE VI
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NON-COMPETITION
6.1 In addition to, and not by way of limitation of Telesource's common-law
rights, including those related to Employee's duties of care, obedience and
loyalty, during the term of this Agreement and for a period of 360 days
thereafter, whether or not termination is involuntary and without cause,
Employee shall not directly or indirectly, on his own behalf or on behalf of
another person or entity, engage in an activity competitive with Telesource=s
product(s) or services(s) available for sale at the time of contract
termination, or further such competitive activity by a third party, to the
fullest extent and as permitted by law. Employee represents and agrees that
Employee is qualified for and can obtain employment upon terms which will not
result in a breach of this covenant, and that enforcement of this covenant will
not, in any way, impose an undue hardship on Employee.
ARTICLE VII
NON-SOLICITATION
7.1 For a period of three (3) years after expiration or earlier termination of
this Agreement, Employee will not directly or indirectly, either as an
individual, proprietor, stockholder, partner, officer, director, employee or
otherwise, solicit any employee, officer, director or other individual a) to
leave his or his employment with Telesource b) to compete with the business of
Telesource and/or c) to violate the terms of any employment, non-competition or
similar agreement with Telesource
ARTICLE VIII
INTELLECTUAL PROPERTY
8.1 RIGHTS IN AND TO INTELLECTUAL PROPERTY: Employee shall not acquire any
rights, title or interest in, to or deriving from any Employer
"Intellectual Property" and all rights, title and interest shall be and
become Employer's including those in, to and deriving from: i.
information: including, but not limited to,
developments, plans, lists, research, work-in-progress, data,
information, designs, documents, records and other materials
and information connected therewith or related thereto;
ii. improvements: including, but not limited to, derivations,
adaptations, variations, versions
and/or modifications of any information;
iii. intellectual property: including, but not limited to,
all trademarks, service marks,
copyrights, patents, certificates, applications thereto and
all other intellectual property;
iv. inventions; and
v. items i. through iv. collectively referred to in this Agreement as
Employer "Intellectual Property."
During the term of this Agreement and for a period of twelve (12)
months thereafter, if Employee directly or indirectly creates, authors,
develops, receives, makes and/or discovers any information,
improvements, intellectual property, and/or inventions arising from
and/or connected with any "Confidential Information" (as hereinafter
defined) pursuant to this Agreement, and/or acquires any rights related
to Employer Intellectual Property, Employee shall promptly inform
Employer in writing of such information, improvements, intellectual
property, inventions, and/or rights and shall assign to Employer,
without cost or royalty to Employer, all rights to own, use disclose
and commercialize such anywhere in the world.
This provision does not apply to an invention of the Employee for which
no equipment, supplies, facility, or trade secret information of
Employer was used and which was developed entirely on the Employee's
own time, unless i) the invention relates (1) to the business of
Employer or (2) to Employer's actual or demonstrably anticipated
research or development, or ii) the invention results from any work
performed by the Employee for Employer.
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8.2 WORK MADE FOR HIRE: Should any work performed pursuant to this
Agreement fall within the definition of a "work for hire" as may be set
forth in Public Law, 94-553, the Copyright Revision Act of 1976, as
amended, the Employee hereby transfers and assigns to Employer full
ownership of the copyright(s) to the work and all rights comprised
therein. The Employee will assign all applications for registration of
such copyright and will sign all other writings and perform all other
actions necessary or convenient to carry out the term of this
Agreement.
8.3 REGISTRATION/ENFORCEMENT: Employee shall further cooperate with
Employer in obtaining any and all patents, certificates, trademarks,
service marks, copyrights or other protection in any such information,
improvements, intellectual property, Intellectual Property and/or
rights. Nothing contained in this Agreement shall affect the right of
Employer to seek or to refrain from seeking any such protection in any
jurisdiction on any such information, improvements, intellectual
property, Intellectual Property and/or rights. Employer shall, if it
deems necessary, at its own cost and expense, prosecute and/or
otherwise apply for registration of Employer Intellectual Property
within or without the United States.
8.4 NO SUBLICENSES: Employee does not have the right to, and shall not,
grant any licenses or sublicenses in Employer Intellectual Property in
any case whatsoever except as specifically authorized in advance in
writing by the Director(s) of Employer.
8.5 PROTECTION AND CLAIMS: Employee shall cooperate with Employer in the
protection of the Employer Intellectual Property, and upon the request
of Employer, shall sign all documents required for the effective
protection, registration, patenting and/or other application of the
same and for the filing of suits for infringement or misappropriation
thereof by others. Employee shall without delay inform Employer of any
known infringement or suspected infringement of Employer's present or
future copyrights or trademarks or other Employer Intellectual Property
rights.
ARTICLE IX
WAIVER
9.1 WAIVER. The failure by Employer to insist upon strict adherence to any
provision of this Agreement on any occasion shall not be considered a waiver of
any right hereunder nor shall it deprive Employer of the right thereafter to
insist upon strict adherence to that provision or any other provision of this
Agreement.
ARTICLE X
CONTRACTUAL AUTHORITY
10.1 AUTHORITY TO BIND. Employee shall not have the right to make any
extraordinary contracts or commitments for or on behalf of Employer without
first obtaining the express written consent of Employer.
ARTICLE XI
ASSIGNMENT
11.1 ASSIGNMENT. This Agreement is personal to the parties and may not be
assigned by Employee, in whole or in part, without the prior written consent of
the company.
11.2 AGREEMENT APPLICABLE TO SUCCESSORS OR ASSIGNS OF EMPLOYER. This Agreement
shall inure to the benefit of, and be binding upon, any successor or assign of
Employer having substantially the same ownership as Employer, and shall be
assignable and transferable by the Employer, and shall inure to the benefit of
and be binding upon the Employee.
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ARTICLE XII
CHOICE OF LAW
12.1 CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, and the parties agree to
submit to jurisdiction and service in/for the courts of DuPage County, Illinois.
ARTICLE XIII
MISCELLANEOUS
13.1 ENTIRE AGREEMENT. This writing contains the entire agreement between
Employer and Employee and shall not be changed, supplemented, or amended in any
manner except by an instrument in writing properly executed by the parties to
this agreement. Employer and Employee agree that all prior agreements, whether
written or oral, relating to Employee=s employment by Employer are fully
abrogated and of no further force or effect from and after the date of this
Agreement. 13.2 SEVERABILITY OF PROVISIONS. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be effective and
valid under applicable law. However, if any provision of this Agreement or the
application of any provision to any party or circumstance shall be prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition of invalidity without invalidating the remainder of
the provisions of this Agreement or the application of the provision to other
parties or other circumstances. 13.3 INJURY CAUSING IRREPARABLE HARM: Employee
agrees that any breach of this Agreement or of Employee's fiduciary duties shall
result in irreparable harm and injury to Employer and its interests. The remedy
at law for any breach of the aforementioned duties and provisions may be
inadequate and Employer shall be entitled to such equitable relief as may be
necessary to protect it against any such breach. Such equitable relief shall not
be exclusive, but shall be in addition to any other rights or remedies,
including damages, costs, and attorneys' fees, which Employer may have for any
such breach.
ARTICLE XIV
CAPACITY
14.1 CAPACITY OF EMPLOYEE TO ENTER INTO AGREEMENT. Employee represents and
warrants that Employee has the full power and capacity to enter into this
Agreement. Employee also represents and warrants that in entering into this
Agreement Employee is not in violation of any contract or agreement, whether
written or oral, with any other person to which Employee is a party or by which
Employee is bound and that entering into this Agreement will not violate or
interfere with the rights of any other person, firm, or corporation. In the
event that such a violation or interference does occur, or is alleged to occur,
Employee shall indemnify Employer from and against any and all manner of
expenses and liabilities incurred by Employer or any affiliated company in
connection with such violation or interference or alleged violation or
interference.
IN WITNESS WHEREOF; and in recognition of mutual consideration the parties
hereto execute this Agreement which is effective on the date first mentioned
above.
AEMPLOYER@ AEMPLOYEE@
TELESOURCE INTL., INC. XXXXX X. XXXXX
By: X.X. Xxxxxxxx Xxxxx X. Xxxxx
Its: President & CEO
Date: Date:
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