Exhibit 99.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into effective the 1st day of April 2005 by and
between Multiband Corporation ("Employer") and Xxxxx Xxxxx ("Employee").
WITNESSETH:
WHEREAS, Employer desires to employ in the capacity and on the terms and
conditions hereinafter set forth, and Employee has agreed to accept such
employment;
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter contained, the parties hereto agree as follows:
1. Employment Relationship. Employer hereby employs Employee as an officer
of Employer. Employee accepts such employment and agrees to perform such duties
as may be reasonably requested by Employer, as directed by Employer. Employee's
job description is set forth in Exhibit A attached hereto and incorporated
herein.
2. Terms of Employment. The term of this Agreement and the performance of
Employee's services shall be twenty-four (24) months commencing April 1, 2005
and ending March 31, 2007 unless earlier terminated as provided in Paragraph 8
hereof.
3. Compensation and Fringe Benefits. For all services rendered by Employee
to Employer in any capacity, Employee shall be compensated in accordance with
the terms set forth in this section and in Exhibit B, which is attached hereto
and made a part hereof. Employee shall be entitled to participate in and to be
covered by a profit-sharing, pension, life insurance, accident insurance, health
insurance, hospitalization and any other employee benefit plan effective with
respect to employees of Employer only to the extent he/she shall be eligible and
qualify under the terms of such plans.
4. Indemnification. As a further consideration of accepting employment
with Employer, Employer agrees to indemnify Employee in the manner and to the
full extent permitted or authorized by the By-Laws of Employer.
5. Authorized Expenses. Employee shall incur expenses in connection with
the business of the Employer only when authorized by the CEO or other executive
officer of Employer. When Employee is authorized to incur such expenses, the
Employer will reimburse Employee for all such reasonable expenses upon
presentation by Employee, of an itemized account of such expenditures. All
expenses to be incurred which exceed $1,000.00 require oral or written
pre-approval by either the CEO or the CFO. Employee agrees to re-pay or
reimburse the Employer, on demand, for any expenses which are disallowed as a
deduction for Federal or State income tax purposes if the expense was not
pre-approved. In addition, Employer shall reimburse the Employee for Employee's
travel expenses, where such travel is authorized or required by Employer.
6. Confidential Nature of Employer's Business-Non-Disclosure. Employee
acknowledges that he may receive or contribute to the production of Confidential
Information. For purposes of this Agreement, Employee agrees that "Confidential
Information" shall be mean information or material proprietary to Employer or
designated as Confidential Information by Employer and not generally known by
nonEmployer personnel, of or to which the undersigned develop or of which the
undersigned may obtain knowledge or access throughout as a result to the
undersigned's relationship with Employer (including information conceived,
originated, discovered or developed in whole or in part by the undersigned). The
Confidential information includes, but is not limited to, the following types of
information and other forms of information of a similar nature (whether or not
reduced to writing): discoveries, ideas, concepts, software in various stages of
development diagrams, flow charts, research, development, diagrams, flow charts,
research, development, processes, procedures, "know-how", marketing techniques
and materials, marketing and development plans, customer names and other
information related of customers, price lists, pricing policies and financial
information. Confidential Information also includes any information described
above which Employer obtains from another party and which Employer treats as
proprietary or designates as Confidential Information, whether or not owned by
or developed by Employer.
INFORMATION PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR AFTER
THE TIME THE UNDERSIGNED FIRST LEARNS OF SUCH INFORMATION, OR GENERIC
INFORMATION OR KNOWLEDGE WHICH THE UNDERSIGNED WOULD HAVE LEARNED IN THE COURSE
OF SIMILAR EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE SHALL NOT BE DEEMED PART OF
THE CONFIDENTIAL INFORMATION.
Employee further agrees:
A. To furnish Employer on demand, at any time during or after
employment, a complete list of the names and addresses of all persons which
Employee knowingly has dealt with, is dealing with or propose to deal with
Employer, including present, former and potential customers and other contacts
gained while in the employ of Employer during the term of this agreement and
relating to the business of Employer, whether or not in possession or within the
knowledge of Employer. Such information may be disclosed by periodic reports to
Employer during employment.
B. All notes, data, reference materials, sketches, drawings,
memoranda, documentation and records in any way incorporating or reflecting any
Confidential Information shall belong exclusively to Employer and Employee
agrees to turn over all copies of such material in Employees' control to
Employer upon request or upon termination of Employee's employment with
Employer.
C. That during his employment by Employer and thereafter Employee
will hold in confidence and not directly or indirectly reveal, report, publish,
disclose or transfer any of the Confidential Information for any purpose, except
in the course of the undersigned's work for Employer.
D. That inventions or ideas in whole or in part conceived of or made
by Employee during or after the term of his/her employment or relationship with
Employer which are made through the use of Employer's equipment, facilities,
trade secret or time, or which result from any work performed by Employee for
Employer, shall belong exclusively to Employer and be deemed a part of the
Confidential Information for purposes of this Agreement. Employee hereby assigns
and agrees to assign to Employer all rights in and to such Confidential
Information whether for purposes of obtaining patent or copyright protection or
otherwise. Employee shall acknowledge and deliver to Employer without charge to
Employer, (but at its expense) such written instruments and to do such other
acts, including giving testimony in support of Employee's authorship or
inventorship, as the case may be, necessary on the opinion of Employer to obtain
patents or copyrights or to otherwise protect or vest entire right and title in
and to confidential in Employer.
E. That he has been given a copy of and has reviewed chapter 325C of
Minnesota status, known as the MINNESOTA UNIFORM TRADE SECRETS ACT (the "Act")
and acknowledges that violation of the Act or of his/her agreements, covenants
and representations contained in this Agreement may give rise of a cause of
action of favor of Employer against him/her for general and special damages.
7. Vacations. Employee shall be entitled each year to paid time-off as
stated on Exhibit B.
8. Termination of Employment. Upon forty-five (45) days written notice to
Employee, Employer may terminate this Agreement and any benefits provided for
Employee hereunder immediately upon service of written notice on Employee as
follows: (a) if Employee fails to materially perform the functions of his
employment notwithstanding ten-days written notice specifying the nature of such
deficiencies and providing an opportunity to comply; (b) if Employee commits an
embezzlement or other gross defalcation during the term of his employment, or
(c) Employee engages, directly or indirectly, in a business which provides or
may provide meaningful competition for Employer's business.
9. Death or Disability during Employment. If Employee dies or becomes
disabled during the term or his/her employment, Employer shall pay the estate of
Employee compensation which would otherwise be payable to Employee up to the end
of the month in which his/her death occurs.
10. Covenant Not to Compete. For a period of one (1) year from the date of
termination of this agreement, Employee will not, directly or indirectly on his
own behalf or as a partner, officer, employee, consultant, agent, shareholder,
director or trustee of any person, firm, corporation or other entity, engage or
participate in any business which engages or participates in the sale,
installation or service of equipment of voice, data and/or video products and
services to Multiple Dwelling Units in the State of Minnesota or any other state
where the Company may have operating entities, or call upon or otherwise solicit
any account of Employer, wherever they may be located, or permit his/her name to
be used in connection with any such business or solicitation.
11. Independent Covenants. The covenants on the part of employee contained
in paragraphs 6 and 10 of this Agreement shall be construed as independent of
any other provisions in this Agreement; and it is agreed that relief for any
claim or case of action of Employee against Employer, whether predicated on this
Agreement or otherwise, shall be measured in damages and shall not constitute a
defense to enforcement by Employee of those covenants.
12. Injunctive Relief: Attorneys Fees. In recognition of the irreparable
harm that violation of the covenants of Paragraph 6 & 10 would cause Employer,
Employee agrees that in addition to any relief afforded by law, an injunction
against such violation or violations may be issued against him/her and every
other person concerned hereby, it being understood by the parties that both
damages and an injunction shall be proper modes of relief and are not to be
considered alternative remedies. In the event of any such violation the Employee
agrees to pay the reasonable attorney fees incurred by Employer in pursuing any
of its rights with respect to such violation, in addition to the actual damages
sustained by Employer as a result thereof.
13. Notices. All notices given hereunder shall be in writing and shall be
personally served or sent by registered or certified mail, return receipt
requested. Notices to Employer shall be given to Employer at its corporate
headquarters which as of the date of this Agreement is 0000 Xxxxxxx Xxxxxx
Xxxxx, Xxx Xxxx, XX 00000. Notices to Employer or Employee shall be sent to such
other address as Employer or Employee shall specify in writing to the other.
14. Miscellaneous.
A. The term "subsidiary" shall mean any corporation partnership or
other business entity on which Employer has a significant financial interest, or
which Employer directly or indirectly, though one or more intermediaries
officers or employees, controls,or is controlled by, or is under common control
with.
B. This Agreement is the entire agreement between the parties
concerning the subject matter hereof and supersedes and replaces any existing
Agreement between the parties hereto relating to the Employee's employment.
Employer and Employee hereby acknowledge that there are not Agreements or
understandings of any nature, oral or written, regarding Employee's employment,
apart from this Agreement.
C. No failure on the part of Employer to exercise, and no delay in
exercising any right hereunder will operate as a waiver thereof, nor will any
single or partial exercise of any right hereunder by Employer preclude any other
or further exercise thereof of the exercise of any other right.
D. It is further agreed and understood by the parties hereto that if
any part, term or provisions of this Agreement is held unenforceable in the
jurisdiction in which either party seeks enforcement of the contract, it shall
be construed as if not containing the invalid provisions but the balance of the
Agreement shall govern the rights and obligations of the parties.
E. This contract shall be construed and enforced in accordance with
the laws of the State of Minnesota.
F. This Agreement is personal in nature and cannot be assigned by
Employee. The terms, conditions and covenants herein shall be binding upon the
heirs and personal representatives of employee, and the successors, assigns of
Employer and any subsidiary of Employer.
IN THE WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
Multiband Corporation
By /s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx
EMPLOYEE
Exhibits to Employment Agreement dated April 1, 2005 between Multiband
Corporation (Employer) and Xxxxx Xxxxx (Employee).
Exhibit A: Job Description
Position: Chief Information Officer (CIO)
Reports to: CEO
ESSENTIAL DUTIES AND RESPONSIBILITIES:
1. Identify, recommend, establish and execute long range objectives,
strategies and organizational plans to support Multiband's current
and future information technology infrastructure.
2. Supervise, challenge and inspire IT staff to enrich personal growth
opportunities and career development at Multiband. Advocate a
professional culture through value reinforcement regarding customer
service and quality within the company.
3. Assist in Financial Reporting Process per directives of CEO and CFO
and specifically create and sustain processes to automate and
maximize the efficiencies of the same.
4. Make decisions regarding the product lines that Multiband will carry
and investigate new areas for revenue.
5. Complete additional duties and projects as assigned.
Exhibit B: Compensation
Base Salary $150,000 per year
Stock Option 200,000 shares, subject to standard Company rules
Annual Bonus: Up to a 40% cash bonus of base salary annually for accomplishing
specific goals, set quarterly by the CEO in advance.
Standard company benefits, including paid time off per tenure and Employer
rules.
Agreed to:
By /s/ Xxxx Xxxxx
---------------- --------------
Employer Xxxx Xxxxx
Employee
