EXHIBIT 10.28
Teknekron Communications Systems
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EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT is entered into as of the 20th day of December, 1993
by and between Xxxx X. Xxxxxx (the "EMPLOYEE") and Teknekron Communications
Systems, Inc. (the "EMPLOYER").
1. EMPLOYMENT. EMPLOYER employs EMPLOYEE, and EMPLOYEE accepts employment
with EMPLOYER, on the terms and conditions set forth in the Agreement.
2. TERMS OF EMPLOYMENT. The employment relationship between EMPLOYEE and
EMPLOYER may be terminated as follows:
(a) During the first (90) days of employment, either party may terminate
without prior notice and for any reason whatsoever, or for no reason
and without cause; or
(b) After the first ninety (90) days of employment, either party may
terminate for any reason whatsoever, or for no reason and without
cause, upon the giving of (i) two weeks' written notice to the other
party or (ii) pay equal two (2) weeks of EMPLOYEE's salary in lieu of
such notice; or
(c) At any time, EMPLOYER may terminate EMPLOYEE without prior notice if
EMPLOYEE materially fails to perform any obligation or duty owed to
EMPLOYER.
3. DUTIES. EMPLOYEE shall perform such tasks and duties as may be assigned by
EMPLOYER, from time to time. At all times EMPLOYEE shall follow all of
EMPLOYER's legal instructions and directions and shall abide by all of
EMPLOYER's rules and procedures in force from time to time while employed.
EMPLOYEE shall devote his full time, attention, skill and efforts to the
tasks and duties assigned by EMPLOYER. Without the prior written consent
of EMPLOYER, EMPLOYEE shall not provide services, for compensation, to any
other person or business entity while employed by EMPLOYER.
EMPLOYEE understands and acknowledges that EMPLOYER has a policy not to
engage directly or indirectly, deliberately or inadvertently, in any
recruitment or employment policies that cause the EMPLOYEE to violate any
contract commitment such EMPLOYEE may have with a prior EMPLOYER or other
third party. By accepting employment, EMPLOYEE certifies that no such
conflict exists and that any questions regarding a potential conflict have
been fully disclosed in writing to EMPLOYER.
4. COMPENSATION. As compensation for all services to be rendered by EMPLOYEE
to EMPLOYER, EMPLOYEE shall be paid a salary at the annual rate of
$140,000.00. Said salary shall be payable in accordance with EMPLOYER's
standard procedures. EMPLOYER shall withhold from any amounts payable as
compensation all federal state, municipal or other taxes as are required by
any law, regulation or ruling.
(a) EMPLOYEE understands and agrees that EMPLOYEE's salary may be adjusted
by EMPLOYER prospectively, and at its sole discretion from time to
time, without affecting the remaining terms of this Agreement.
(b) EMPLOYEE understands and agrees that any other compensation that may
be paid to EMPLOYEE for services rendered, or to be rendered, (whether
by way of an incentive payment,
opportunity to acquire stock or any other form of additional
compensation) shall rest in the sole discretion of EMPLOYER.
5. PROPERTY RIGHTS; DUTY TO DISCLOSE. EMPLOYEE hereby acknowledges and agrees
to be bound by the provisions of the EMPLOYER's "Non-Disclosure/Assignment
Agreement" attached hereto as Exhibit A and made a part hereof by this
reference as though set forth in full herein. The provisions of Exhibit A
shall survive any termination of this Agreement.
6. NONSOLICITATION OF EMPLOYEES. EMPLOYEE specifically agrees that during the
term of this Agreement and for a period of one (1) year thereafter,
EMPLOYEE shall not, directly or indirectly, either for himself or for any
other person, firm, corporation or other legal entity, solicit any then
employee of EMPLOYER to leave the employment of EMPLOYER.
7. NO ASSIGNMENT. This Agreement may not be assigned by EMPLOYEE without the
written consent of EMPLOYER. This Agreement shall be binding on the heirs,
executors, administrators, personal representatives, successors and assigns
of EMPLOYEE and EMPLOYER.
8. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with and subject to the laws of the State where the
EMPLOYEE was principally rendering services for EMPLOYER.
9. NOTICES. All notices or other communications provided for or by this
agreement shall be made in writing and shall be deemed properly delivered
when (i) delivered personally or (ii) by the mailing of such notice by
registered or certified mail, postage prepaid, to the parties at the
addresses set forth on the signature page of this Agreement (or to such
other address as one party designates to the other in writing).
10. ENTIRE AGREEMENT AND WAIVER. This Agreement is the entire Agreement
between the parties relating to EMPLOYEE's employment. It supersedes all
prior agreements, arrangements, negotiations and understandings related
thereto. No waiver of any term, provision or condition of this Agreement
shall be deemed to be, or shall constitute, a waiver of any other term,
provision of condition herein, whether or not similar. No such waiver
shall be binding unless in writing and signed by the waiving party.
11. AMENDMENTS. No supplement, modification or amendment of any term,
provision or condition of this Agreement shall be binding or enforceable
unless evidenced in writing executed by the parties hereto.
12. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
13. REFORMATION/SERVERABILITY. In any provision of this Agreement is declared
invalid by any tribunal, then such provision shall be deemed automatically
adjusted to the minimum extent necessary to conform to the requirements for
validity as declared at such time and, as so adjusted, shall be deemed a
provision of this Agreement as though originally included herein. In the
event that the provision invalidated is of such a nature that it cannot be
so adjusted, the provision shall be deemed deleted from this Agreement as
though such provision had never been included herein. In either case, the
remaining provisions of this Agreement shall remain in effect.
After carefully reading and considering the foregoing provisions and Exhibit A,
EMPLOYEE has voluntarily signed this Agreement on as of the date first above
written.
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COMPANY: EMPLOYEE:
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Teknekron Communications Systems, Inc. /s/ Xxxx X. Xxxxxx
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Name of Company EMPLOYEE Signature
0000 Xxxxxxx Xxx
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Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
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City, State City, State
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Telephone
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Social Security #
12/20/93
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Date
