EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of June 1, 2011, by and between INTELLIGENT COMMUNICATION ENTERPRISE CORPORATION, a corporation organized and existing under the laws of the State of Pennsylvania (the “Company” or “ICE Corp”), and XXXXXX XXXXXXX, an individual residing at Xxxxx 0000, 00 Xxxx Xxx Xxxxxx, Xxxxxxxx Xxx, Xxxx Xxxx (the “Executive”).
WHEREAS, the Company wishes to employ the Executive upon the terms and subject to the conditions set forth herein, and the Executive desires to enter into this Agreement and accept such employment, upon such terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:
(a) During the Employment Term, the Executive shall perform and discharge the duties that may be assigned to him by the Board from time to time in accordance with this Agreement, and the Executive shall devote his best talents, efforts and abilities to the performance of his duties hereunder.
(b) During the Employment Term, the Executive shall dedicate as much time as is necessary to fulfill his obligations as provided in 2 (a) above. The Executive shall be permitted to have other employment and other outside business activities (other than in connection with ICE Corp or any other affiliate of the Company); provided, however, that the Executive shall advise the Company of such activities which shall not conflict with ICE Corp.
(b) Any withholding and other applicable taxes shall he paid by the company.
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(i) “person” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, joint venture, court or government (or political subdivision or agency thereof).
(ii) “Good Cause” shall mean the occurrence of any of the following: (A) any act or omission which constitutes a material breach of this Agreement or the willful failure or the willful refusal of the Executive to substantially perform his duties, provided, however, that the Board has delivered to the Executive a written demand to cure the breach or for substantial performance, which demand specifically identifies the manner in which the Executive has breached the Agreement or failed to substantially perform his duties, and the Executive has been given ten (10) days after such notice (or such longer period as may reasonably be necessary) in which to cure the failure or to substantially perform his duties, (B) the Executive’s conviction of a crime which constitutes a felony under applicable law, or a plea of guilty or nolo contendere with respect
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thereto; (C) the commission by the Executive of any dishonest or wrongful act or the gross negligence of the Executive involving fraud, misrepresentation or moral turpitude causing material damage or potential damage to the Company or any client of the Company, or any act or omission by the Executive that is materially injurious to the business or reputation of the Company; (D) any violation of the provisions of Section 8 hereof that causes material harm to the Company; or (E) the reasonable determination by a licensed medical professional mutually agreed upon by the Company and the Executive that the Executive is dependent upon a controlled substance which either has: (1) not been prescribed by a licensed medical professional; or (2) been prescribed by a licensed medical professional but the dosages taken by the Executive exceed that prescribed by such licensed medical professional.
(iii) “Good Reason” means the occurrence of any of the following events:
(A) the assignment to the Executive of any duties inconsistent in any material respect with the Executive’s then position (including status, offices, titles and reporting relationships), authority, duties or responsibilities, or any other action or actions by the Company which when taken as a whole results in a significant diminution in the Executive’s position, authority, duties or responsibilities, excluding for this purpose any isolated, immaterial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(B) a material breach by the Company of one or more provisions of this Agreement, provided that such Good Reason shall not exist unless the Executive shall first have provided the Company with written notice specifying in reasonable detail the factors constituting such material breach and such material breach shall not have been cured by the Company within thirty (30) days after such notice or such longer period as may reasonably be necessary to accomplish the cure;
(C) a material reduction in the Executive’s Base Salary or a reduction in any other benefit or payment described in this Agreement provided that those changes (either individually or in the aggregate) will result in a material adverse change with respect to the benefits to which the Executive was entitled as of the Effective Date;
(D) a failure by the Company to require any successor entity to the Company specifically to assume all of the Company’s obligations to the Executive under this Agreement; and
(F) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement.
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(A) the equivalent of one (1) month’s Base Salary; and
(B) any Base Salary, cash bonuses, vacation and unreimbursed expenses accrued but unpaid as of the Termination Date.
(a) During the Employment Term and for a period of two (2) years thereafter the Executive shall not, directly or indirectly, employ, solicit for employment or otherwise contract for the services of any employee of the Company or any of its affiliates at the time of this Agreement or who shall subsequently become an employee of the Company or any such affiliate; and
(b) During the Employment Term and for a period of two (2) years thereafter the Executive will not solicit, in competition with the Company or its affiliates, any person who is, or was at any time within two years prior to the Termination Date, a customer of the business conducted by the Company or any of its affiliates. For purposes of this Agreement, the reasonable decision of the Board as to what constitutes a competing business shall be final and binding upon the Executive; provided that the Executive’s ownership of securities of eight percent (8%) or less of any publicly traded class of securities of a public company shall not be considered to be competition with the Company or any of its affiliates.
(c) During the Employment Term and following the termination of this Agreement, the Executive will not: (i) divulge, transmit or otherwise disclose (except as legally compelled by court order, and then only to the extent required, after prompt notice to the Company of any such order), directly or indirectly, other than in the regular and proper course of business of the Company, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or with respect to confidential or secret processes, services, techniques, customers or plans with respect to the Company; and (ii) use, directly or indirectly, any confidential information for the benefit of anyone other than the Company; provided, however, that the Executive has no obligation, express or implied, to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than through disclosure by the Executive. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by the Executive, alone or with others, while an employee of the Company which are related to the business of the Company shall be and become the sole property of the Company, unless released in writing by the Company, and the Executive hereby assigns any and all rights therein or thereto to the Company.
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(d) All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form), real property or intellectual property relating or belonging to the Company or its affiliates, whether prepared by the Executive or otherwise coming into his possession in the course of the performance of his services under this Agreement, shall be the exclusive property of Company and shall be delivered to Company and not retained by the Executive (including, without limitations, any copies thereof) upon termination of this Agreement for any reason whatsoever.
(e) The Executive acknowledges that a breach of his covenants contained in this Section 8 may cause irreparable damage to the Company and its affiliates, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that if he breaches any of the covenants contained in this Section 8, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.
(f) The Company and the Executive further acknowledge that the time, scope, geographic area and other provisions of this Section 8 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. In the event that the agreements in this Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.
(g) The Executive agrees to cooperate with the Company, during the Employment Term and thereafter (including following the Executive’s termination of employment for any reason), by making himself reasonably available to testify on behalf of the Company or any of its affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any affiliate as reasonably requested; provided, however that the same does not materially interfere with his then current professional activities and is not contrary to the best interests of the Executive. The Company agrees to reimburse the Executive, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or assistance.
(h) The parties agrees that, during the Employment Term and thereafter (including following the Executive’s termination of employment for any reason) that they will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the other party or any of its affiliates or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude the either party from making truthful statements or disclosures that are required by applicable law, regulation or legal process.
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If to the Executive:
Xxxxxx Xxxxxxx
Suite 1802,
00 Xxxx Xxx Xxxxxx, Xxxxxxxx Xxx,
Xxxx Xxxx
If to the Company:
00 Xxxxxxxxxxxx Xxxx Xxxx
Xxxxxxxxx 000000
(a) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Pennsylvania applicable to contracts executed and to be performed entirely within the State of Pennsylvania.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.
Date: 1 June 2011
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By /s/ Xxxx Xxxxxxxxxx
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Title: Director
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Date: 1 June 2011
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/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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