EX-10.8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
as of July 1, 2001 (the "Effective Date"), by and between 5G Wireless
Communications, Inc, (the "Employer"), and Xx. Xxxxxxx Xxxx ("The
Employee").
TERM of this Agreement is for 3 years from the "Effective Date."
Thirty days prior to expiration of this Agreement, Employee and
Employer will enter into negotiations to re-evaluation, terminate of
extend contract.
WHEREAS, Employee had advised Employer of his willingness to act
in the capacity of Office and Marketing Assistant for 5G Wireless
Communications, Inc., as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein, the parties agree as follows:
SECTION 1: EMPLOYMENT. Employer employs Employee and
Employee hereby accepts this employment and agrees to exercise and
perform faithfully, and to the best of his ability on behalf of
Employer the powers and duties customarily exercised and preformed by
an Office and Marketing Assistant of 5G Wireless Communications, Inc.
in the terms and conditions set forth herein. Employee acknowledges
and agrees that he is hereby also making a moral commitment to honor
this Agreement, and to provide
SECTION 2: EMPLOYEE'S SERVICE AND DUTIES.
During the terms hereof ,Employee shall:
(a) Observe and conform to the policies and directions promulgated
by Employer's Board Directors;
(b) Assume and perform those duties customarily preformed by the
Office Assistant of the Corporation as imposed by the Bylaws
of Employer; and
The precise services to be preformed by Employee may be extended,
modified or curtailed, from time to time, at the discretion of the
Board of Directors of Employer, provided such services shall at all
times be the nature customarily preformed by the Office and Marketing
Assistant of the Corporation.
Employee represents and warrants to Employer that (i) employee
understands and voluntarily agrees to the provisions of this
Agreement, (ii) Employee has been advised by competent legal counsel
in connection with negotiations and execution of this Agreement, (iii)
Employee is free to enter into this Agreement and had no commitment,
arrangement or understanding to or with any third party which
restrains or is in the conflict of this Agreement or which would
operate to prevent Employee from performing his services the Employer
while Employee had agreed to provide hereunder.
SECTION 3: COMPENSATION AND OTHER BENEFITS. As compensation for
the services to be rendered by Employee hereunder, Employer shall pay
and Employee shall accept the following compensation and benefits.
3.1 Base Salary. Employer shall pay to the Employee a salary of
$8,000 USD per month commencing as the Effective Date, Payable in
monthly installments on the 3-27th day of each month. The Board of
Directors shall review Employee's base salary annually and may, in
it's sole discretion, grant such increases as it may deem appropriate.
3.2 Additional Benefits. During the term of Employee's
employment under this Agreement, Employee shall be entitled to receive
such other benefits of employment as are made available to other
employees of the Employer, such as life, health, dental, vision and
accident insurance on Employee in the form, kind and amount made
available under group insurance coverage to employees of Employer and
their dependant's, as well as stock options.
3.3 Expense Reimbursement. The Employee shall be entitled to
reimbursement of all expenses incurred by Employee; such expenses will
not be held back nor will there be any discrepancies for such
expenses. All expenses will be reimbursed within a reasonable time
not to exceed 35 days.
3.4 Disability. If the Employee has been disabled for a period
if at lease 6 months during which period Employee was disabled for 180
consecutive days, the Employer may elect, upon notice to the Employee,
to pay the Employee 2/3 if the compensation the Employee would
otherwise be entitled. Disability shall mean the Employee's
inability, due to sickness or injury, to perform effectively the job
duties hereunder.
3.5 Vacation Employee shall be entitled to an annual vacation
according to the Employer's personal policy three (3) weeks per year
without reduction in salary. Employee shall also be entitled to all
paid holidays provided to Employer's senior officers.
SECTION 4: TERMINATION OF EMPLOYMENT. Termination by
Employer Without Cause. Employer, by written approval of the Board of
Directors duly taken in accordance with law and Employer's Bylaws, may
terminate this Agreement and Employee's rights hereunder, without
cause or any reason whatsoever. Upon termination, payment to the
Employee of the sum of the remaining contract obligation term as well
as any unpaid salaries due to employs, as states herein will be paid
in full to Employee, and all stock options and or shares previously
granted to the employee will remain with the employee.
SECTION 5: NONDISCLOSURE COVENANTS.
5.1 The right, title and interest in and to all inventions after
the "Effective Date," disclosures and improvements, whether patented
or un-patented, and any copyrightable material, made or conceived by
Employee, either along or with others at any time either within or
outside of normal working hours, during Employee's employment by
Employer, which relate to methods, apparatus, designs, products,
processes or devices, which otherwise relate to or pertain to the
business, functions or operations of Employer if which arise from
Employee's efforts during the course of Employee's employment with
Employer, shall be and remain, property of the Employer. Employee
agrees to disclose to Employer in such form as Employer may request
all information, detail and data pertinent to any such information,
including executing such papers and documents as may be necessary to
permit Employer for file and prosecute applicable patent applications
and, as to copyrightable material, obtain copyright thereof. All
items mentioned on this section that have been personally developed by
Employee will be submitted in writing and attached hereto and held
excluded form this Agreement.
SECTION 6: ENTIRE AGREEMENT. This Agreement contains the entire
Agreement between the parties with respect to the Employment of
Employee by Employer. No modification, amendment or waiver of any of
the provisions of this Agreement shall be effective unless in writing
specifically referring hereto and signed by both parties.
SECTION 7: WAIVER OF BREACH. The failure to enforce at any time
any of the provisions of this Agreement, or to require at any time
performance by the other party of any of the provisions or to effect
either the validity if this Agreement or any part hereof or the right
of either party thereafter to enforce each and every provision in
accordance with the terms of this Agreement.
SECTION 8: NOTICE. Any written notice to be given to Employee
by Employer must be given either by registered mail and return receipt
requested, addresses to Employee at his then current residence, Any
written notice to be given to the Employer by the Employee shall be
given either by personal delivery to the Chairman of the Board of
Directors of Employer , or by mail, registered or certified, postage
prepaid with return receipt requested, addressed to the Chairman of
the Board of Directors of the Employer at the administrative offices
of the Employer.
SECTION 9: ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of Employer; it's successors and assignees.
Employee may not assign all of any part of his interest under this
Agreement without the prior written consent of Employer. This
Agreement will survive any change in control of the companies Officers
and Directors, of which such new Officers and Directors will be
obligated under the law to fulfill the obligations under this entire
Agreement.
SECTION 10: ARBITRATION AND ATTORNEY'S FEES. Any controversy of
claim arising or relating to this Agreement shall be subject to
arbitration in Las Vegas, Nevada pursuant to the Commercial
Arbitration Rules of the American Arbitration Association and judgment
upon the award, may be entered by the court having jurisdiction. The
prevailing party shall be entitled to recover reasonable attorney's
fees from the other party, which fees shall be set by the arbitrator
and shall be in addition to any other relief that may be awarded.
SECTION 11: GOVERNING LAW AND VENUE. This Agreement shall be
governed by and construed under the laws of the state if Nevada,
except to the extent that any Federal law regulating commercial banks
may apply.
SECTION 12: CAPTIONS AND SECTION HEADINGS. Captions and section
headings used herein are for convenience and are not part of this
Agreement and shall not be construing its provisions.
SECTION 13: SEVERABILITY. Should any part of this Agreement for
any reason be declared invalid, the validity and binding effect of any
remaining portion shall not be affected, and the remaining portions of
this Agreement shall remain in full force and effect as if this
Agreement has been executed with the invalid provisions eliminates.
SECTION 14: RECEIPT OF AGREEMENT. Each of the parties hereto
acknowledges that he or it has read this Agreement in its entirety and
does hereby acknowledge receipt of a fully executed copy hereof. A
fully executed copy shall be an original for all purposes, and is a
duplicate original.
IN WITNESS WHEREOF, the parties hereto have caused this
Employment Agreement to be duly executed as of the day and year first
written above.
EMPLOYER: 5G WIRELESS COMMUNICATIONS, INC.
By: /s/ Xxxxxxx Xxx
Xxxxxxx Xxx, CEO
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx, Secretary
EMPLOYEE: /s/ Xxxxxxx Xxxx
Xxxxxxx Xxx
