Globetel Communications Corp. CONFIDENTIAL EMPLOYMENT AGREEMENT Jonathan Leinwand March 1, 2008
Globetel
Communications Corp.
Xxxxxxxx
Xxxxxxxx
March
1, 2008
AGREEMENT
dated the 1st day of
March, 2008, between Globetel Communications Corp, a Delaware corporation, with
offices at Suite 110, 0000 Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx 00000 at
(the "Company"), and Xxxxxxxx Xxxxxxxx, residing at 0000 Xxxxxxxxxxxx Xxx,
Xxxxx, XX 00000 (the "Employee").
WITNESSETH:
WHEREAS,
the Company desires to employ the Employee and the Employee is willing to accept
such employment, all on the terms hereinafter set forth;
NOW,
THEREFORE, the parties agree as follows:
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1.
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Employment. The Company
hereby employs the Employee as its Chief Executive Officer and
General Counsel on the terms hereinafter set forth in Appendix A,
and the Employee hereby accepts such employment. Upon
the anniversary hereof, and each anniversary thereafter this
agreement shall automatically renew for successive one year terms unless
otherwise terminated by either party upon 30 days written notice or unless
this agreement is terminated for
cause.
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2. Duties. The Employee will
perform duties stated as detailed in Appendix A. These job duties may be varied
from time to time by the company.
3. Exclusivity. The Employee will
devote all time necessary to perform his duties under this Agreement, and during
her employment with the Company the Employee will not (i) act for his/her own
account in any manner which is competitive with any of the business of the
Company or which would interfere with the performance of his/her duties under
this Agreement, or (ii) invest or have any financial interest, direct or
indirect, in any business competitive with any of the business of the Company,
provided, however, that notwithstanding the foregoing, the Employee may own up
to 1% of the outstanding equity securities of any company engaged in any such
competitive business whose shares are listed on a national securities exchange
or regularly quoted in an over-the-counter market by one or more members of a
national or an affiliated securities association. It is acknowledged by the
Company that the Employee may remain involved in other previous business
activities and may ultimately have to wind up previous business activities and
may or will continue to do so as long as such activities do not pose a conflict
with the Employee’s duties and obligations to the Company, in the needs of the
Company at the time of the agreement.
4. Compensation.
4.1 Salary. During the first one
(1) year of employment, the Company will pay the Employee a salary as detailed
in Appendix A. Thereafter the Company will review the Employee's salary at least
annually, but, in any event, the Company may increase the annual salary, subject
to review by the employee’s supervisor. The Employee will not be entitled to
overtime or other additional compensation as a result of services performed
during evenings, weekends, holidays or at other times.
4.2 Additional Compensation.
During his/her employment the Company will also pay the Employee a bonus in
company stock and/or a cash amount based on personal performance as detailed in
Appendix A. Such bonus shall be determined by the Employee’s supervisor and/or
the Board of Directors of the Company at their sole discretion. The bonus will
be determined at least once per year at a time so designated by the
Company.
4.3 Deductions. The Company will
deduct and withhold from any compensation payable to the Employee under this
Agreement such amounts as the Company is required to deduct and withhold by law.
The Company may also deduct and withhold from any such compensation, to the
extent permitted by law, such amounts as the Employee may owe to the
Company.
4.4 Severance. Should
the Employee be terminated prior to the end of this agreement for any reason
except malfeasance, fraud, or gross negligence then the Employee shall be
entitled to payment of salary, benefits and bonus for three (3) months following
such termination and shall be entitled to a pro-rata bonus for the term
hereunder that the Employee was Employed. The bonus shall be equal to the
average bonus of the other Senior Executives (CEO, President, CFO, and
COO).
5. Expenses.
5.1 The
Company will reimburse the Employee for all proper, normal and reasonable
expenses incurred by the Employee in performing her obligations under this
Agreement upon the Employee's furnishing the Company with satisfactory evidence
of such expenditures. The Employee will not incur any unusual or major
expenditure without the Company's prior written approval. In the event that the
employee relocates to the corporate offices, then the Company shall pay any and
all relocation expenses, up to, fifteen thousand dollars.
6. Benefits.
6.1 The
Company will provide the Employee, at the Company's expense, with medical
Insurance with employee standard applicable contributions and disability
insurance as detailed in Appendix A, which is not less favorable than that which
it provides to any other employee of the Company.
6.2 The
Employee will be entitled to 30 days vacation during each calendar year, with
not more than 2 weeks to be taken consecutively (January 1 to December 31) in
addition to any holidays which the Company observes.
6.3 The
Employee's salary and other rights and benefits under this Agreement will not be
suspended or terminated because the Employee is absent from work due to illness,
accident or other disability; but the Company may deduct from the Employee's
salary under Section 4.1 any payment received by the Employee under any
disability insurance which the Company provides the Employee pursuant to Section
6.1. The provisions of this Section 6.3 will not limit or affect the rights of
the Company under Section 7.
7. Death And
Disability.
7.1 If
the Employee dies prior to expiration of the term of her employment, all
obligations of the Company to the Employee will cease as of the date of the
Employee's death.
7.2 If
the Employee is unable to perform substantially all of his/her duties under this
Agreement because of illness, accident or other disability (collectively
referred to as "Disability"), and the Disability continues for more than three
consecutive months or an aggregate of more than six months during any 12-month
period, then the Company may suspend its obligations to the Employee under
Sections 4.1 and 4.2 [and 5.1] on or after the expiration of said 3- or 6-month
period until the Company terminates such suspension as hereinafter provided. The
Company will terminate any such suspension after the Disability has, in fact,
ended and after it has received written notice from the Employee that the
Disability has ended and that he/she is ready, willing and able to perform fully
services under this Agreement. Termination of such suspension will be no later
than one week after the Company has received such notice from the Employee. If
any one or more periods of suspension continue pursuant to the provisions of
this Section for three consecutive months or six months in the aggregate, then
the Company may at any time prior to termination of the then current period of
suspension, terminate the Employee's employment hereunder.
If the Company suspends its obligations
under this Section 7.2, then for each year ending December 31 during which such
suspension is in effect, the additional compensation, if any, to which the
Employee is entitled under Section 4.2 will be that amount which bears the same
ratio to the additional compensation to which the Employee would otherwise have
been entitled as the number of days in such year during which the suspension was
not in effect bears to the total number of days in such year.
If the Employee or the Company asserts
at any time that the Employee is suffering a Disability, the Company may cause
the Employee to be examined by a doctor or doctors selected by the Company, and
the Employee will submit to all required examinations and will cooperate fully
with such doctor or doctors and, if requested to do so, will make available to
them her medical records. The Employee's own doctor may be present.
8. Results of The Employee's
Services.
8.1 The
Company will be entitled to and will own all the results and proceeds of the
Employee's services under this Agreement, including, without limitation, all
rights throughout the world to any copyright, patent, trademark or other right
and to all ideas, inventions, products, programs, procedures, formats and other
materials of any kind created or developed or worked on by the Employee during
his/her employment by the Company; the same shall be the sole and exclusive
property of the Company; and the Employee will not have any right, title or
interest of any nature or kind therein. Without limiting the foregoing, it will
be presumed that any copyright, patent, trademark or other right and any idea,
invention, product, program, procedure, format or material created, developed or
worked on by the Employee at any time during the term of her employment will be
a result or proceed of the Employee's services under this Agreement. The
Employee will take such action and execute such documents as the Company may
request to warrant and confirm the Company's title to and ownership of all such
results and proceeds and to transfer and assign to the Company any rights which
the Employee may have therein. The Company agrees that it will not be entitled
to any works, proceeds, or other benefits as a result of the Employees other
business activities, which the Company acknowledges at the outset of this
employment arrangement.
The Employee's right to any
compensation or other amounts under this Agreement will not constitute a lien on
any results or proceeds of the Employee's services under this
Agreement.
8.2 The
Company will also own, and promptly on receipt thereof the Employee will pay to
the Company, any monies and other proceeds to which the Employee is entitled on
account of rights pertaining to any of the Company's products which the Employee
acquired before the date of this Agreement.
8.3 The
Employee acknowledges that the violation of any of the provisions of Section 8.1
will cause irreparable loss and harm to the Company which cannot be reasonably
or adequately compensated by damages in an action at law, and, accordingly, that
the Company will be entitled to injunctive and other equitable relief to enforce
the provisions of that Section; but no action for any such relief shall be
deemed to waive the right of the Company to an action for damages.
9.0 Uniqueness of Services. The
Employee acknowledges that his or her services hereunder are of a special,
unique, unusual, extraordinary and intellectual character, the loss of which
cannot be reasonably or adequately compensated by damages in an action at law.
Accordingly, the Company will be entitled to injunctive and other equitable
relief to prevent or cure any breach or threatened breach of this Agreement by
the Employee, but no action for any such relief shall be deemed to waive the
right of the Company to an action for damages. The Company shall not require the
employee to relocate, and if such demand is made, the employee shall have the
option of relocation or resigning the position. Any such resignation shall not
require the forfeiture of any compensation. The employee however, agrees to
utilize his best efforts to relocate, but any relocation is not
guaranteed.
Negative
Covenants.
10.1 The
Employee will not, during or after the term of this Agreement, disclose to any
third person or use or take any personal advantage of any confidential
information or any trade secret of any kind or nature obtained by his/her during
the term hereof or during her employment by the Company.
10.2 To
the full extent permitted by law, the Employee will not for a period of one year
following the termination of his/her employment with the Company:
(i) attempt
to cause any person, firm or corporation which is a customer of or has a
contractual relationship with the Company at the time of the termination of her
employment to terminate such relationship with the Company, and this provision
shall apply regardless of whether such customer has a valid contractual
arrangement with the Company;
(ii) attempt
to cause any employee of the Company to leave such employment;
(iii) engage
any person who was an employee of the Company at the time of the termination of
her employment or cause such person otherwise to become associated with the
Employee or with any other person, corporation, partnership or other entity with
which the Employee may thereafter become associated;
(iv) engage
in any activity or perform any services competitive with any business conducted
by the Company at the time of such termination in any geographic area in which
the company did business during the course of the Employee’s
employment.
The provisions of under this Section
12.2 will not apply if the Employer wrongfully terminates the Employee's
employment or if the Employee properly terminates his/her employment for
cause.
10.3 The
Employee acknowledges that the violation of any of the provisions of this
Section 10 will cause irreparable loss and harm to the Company which cannot be
reasonably or adequately compensated by damages in an action at law, and,
accordingly, that the Company will be entitled to injunctive and other equitable
relief to prevent or cure any breach or threatened breach thereof, but no action
for any such relief shall be deemed to waive the right of the Company to an
action for damages.
11. Governing Law;
Remedies
11.1 This
Agreement has been executed in the State of Florida and shall be governed by and
construed in all respects in accordance with the law of the State of
Florida
11.2 Except
as otherwise expressly provided in this Agreement, any dispute or claim arising
under or with respect to this Agreement will be resolved by arbitration in
Broward County, Florida in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association before a panel of
three (3) arbitrators, one appointed by the Employee, one appointed by the
Company, and the third appointed by said Association. The decision or award of a
majority of the arbitrators shall be final and binding upon the parties. Any
arbitral award may be entered as a judgment or order in any court of competent
jurisdiction.
11.3 Notwithstanding
the provisions for arbitration contained in this Agreement, the Company will be
entitled to injunctive and other equitable relief from the courts as provided in
Sections 8.3, 11 and 12.3 and as the courts may otherwise determine appropriate;
and the Employee agrees that it will not be a defense to any request for such
relief that the Company has an adequate remedy at law. For purposes of any such
proceeding the Company and the Employee submit to the non-exclusive jurisdiction
of the courts of the State of Florida and of the United States located in the
County of Broward State of Florida and each agrees not to raise and waives any
objection to or defense based on the venue of any such court or forum non
conveniens.
11.4 A
court of competent jurisdiction, if it determines any provision of this
Agreement to be unreasonable in scope, time or geography, is hereby authorized
by the Employee and the Company to enforce the same in such narrower scope,
shorter time or lesser geography as such court determines to be reasonable and
proper under all the circumstances.
11.5 The
Company will also have such other legal remedies as may be appropriate under the
circumstance including, inter
alia, recovery of damages occasioned by a breach. The Company's rights
and remedies are cumulative and the exercise or enforcement of any one or more
of them will not preclude the Company from exercising or enforcing any other
right or remedy.
12. Indemnity. To the extent
permitted by law, the Company will indemnify the Employee against any claim or
liability and will hold the Employee harmless from and pay any expenses
(including, without limitation, legal fees and court costs), judgments, fines,
penalties, settlements and other amounts arising out of or in connection with
any act or omission of the Employee performed or made in good faith on behalf of
the Company pursuant to this Agreement, regardless of negligence. The Company
will not be obligated to pay the Employee's legal fees and related charges of
counsel during any period that the Company furnishes, at its expense, counsel to
defend the Employee; but any counsel furnished by the Company must be reasonably
satisfactory to the Employee. The foregoing provisions will survive termination
of the Employee's employment with the Company for any reason whatsoever and
regardless of fault.
13. Severability Of Provisions. If
any provision of this Agreement or the application of any such provision to any
person or circumstance is held invalid, the remainder of this Agreement, and the
application of such provision other than to the extent it is held invalid, will
not be invalidated or affected thereby.
14. Waiver. No failure by the
Company to insist upon the strict performance of any term or condition of this
Agreement or to exercise any right or remedy available to it will constitute a
waiver. No breach or default of any provision of this Agreement will be waived,
altered or modified, and the Company may not waive any of its rights, except by
a written instrument executed by the Company. No waiver of any breach or default
will affect or alter any term or condition of this Agreement, and such term or
condition will continue in full force and effect with respect to any other then
existing or subsequent breach or default thereof.
15. Miscellaneous.
15.1 This
Agreement may be amended only by an instrument in writing signed by the Company
and the Employee.
15.2 This
Agreement shall be binding upon the parties and their respective successors and
assigns. The Company may, without the Employee's consent, transfer or assign any
of its rights and obligations under this Agreement to any corporation which,
directly or indirectly, controls or is controlled by the Company or is under
common control with the Company or to any corporation succeeding to all or a
substantial portion of the Company's business and assets, provided that the
Company shall not be released from any of its obligations under this Agreement,
and provided further that any such transferee or assignee agrees in writing to
assume all the obligations of the Company hereunder. Control means the power to
elect a majority of the directors of a corporation or in any other manner to
control or determine the management of a corporation. Except as provided above,
neither the Company nor the Employee may, without the other's prior written
consent, transfer or assign any of its or her rights or obligations under this
Agreement, and any such transfer or assignment or attempt thereat without such
consent shall be null and void.
15.3 All
notices under or in connection with this Agreement shall be in writing and may
be delivered personally or sent by mail, courier, fax, or other written means of
communication to the parties at their addresses, email address and fax numbers
set forth below or to such other addresses and fax numbers as to which notice is
given:
(a) if
to the Company:
Globetel
Communications Corp.
Suite
1500, 000 XX 0xx Xxx.
Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Fax:
(000) 000 0000
(b) if
to the Employee:
Xxxxxxxx
Xxxxxxxx
0000
Xxxxxxxxxxxx Xxx
Xxxxx, XX
00000
Fax:
000-000-0000
Notice will be deemed given on
receipt.
15.4 Section
headings are for purposes of convenient reference only and will not affect the
meaning or interpretation of any provision of this Agreement.
15.5 This
Agreement constitutes the entire agreement of the parties and supersedes any and
all prior agreements or understandings between them.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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Globetel
Communications Corp.
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By:
__________________
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Name:
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Title:
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Date:
________________
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Employee
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_____________________
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Xxxxxxxx
Xxxxxxxx
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Date:
_________________
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Confidentiality
agreement
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Date:
February 14, 2008
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To:
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Globetel
Communications Corp (the "Company")
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Suite
1500, 000 XX 0xx Xxx.
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Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
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Gentlemen:
Concurrently
with signing this agreement, I am becoming an employee of the Company. I
recognize that in connection with my employment with the Company, I may become
aware of or familiar with processes, formulae, procedures, information and
materials which the Company has spent a great deal of time and money to develop,
which are essential to the business of the Company, and which comprise
confidential information and trade secrets of the Company (collectively called
"Trade Secrets"). The term "Trade Secret" does not include any process, formula,
procedure, information or material which is currently in the public domain or
which hereafter becomes public knowledge in a way that does not involve a breach
of an obligation of confidentiality. Notwithstanding the foregoing, I
acknowledge and agree that any process, formula, procedure, information or
material of which I become aware during my employment with the Company is
presumed to be a Trade Secret unless the Company advises me in writing that it
is not a Trade Secret.
In order
to induce the Company to employ me, and in consideration thereof, I agree that I
will not during the term of my employment with the Company and at all times
thereafter, either directly or indirectly, use or disclose to anyone any Trade
Secret, except that
while I am employed by the Company I may use Trade Secrets in the performance of
my services for the Company and I may disclose Trade Secrets to employees of the
Company who need to know them in the performance of their services for the
Company and who are bound by confidentiality agreements. I also agree that the
Company will be entitled to and will own all the results and proceeds of my
services for the Company including, without limitation, all rights throughout
the world to any copyright, patent, trademark or other right and to all ideas,
inventions, products, programs, procedures, formats and other materials of any
kind created, developed or worked on by me during my employment with the
Company.
Without
limiting the foregoing, it will be presumed that any copyright, patent,
trademark or other right and any idea, invention, product, program, procedure,
format or material created, developed or worked on by me at any time during my
employment with the Company will be a result or proceed of my services for the
Company. I will take such action and execute such documents as the Company may
request to warrant and confirm the Company's title to and ownership of all such
results and proceeds and to transfer and assign to the Company any rights which
I may have therein. My right to compensation and other benefits will not
constitute a lien on any such results or proceeds.
My
obligations and the rights of the Company under this agreement will remain in
full force and effect regardless of (i) the reason for or cause of the
termination of my employment, or (ii) whether the Company or I was at
fault.
I
acknowledge that the violation of any of the provisions of this agreement will
cause irreparable loss and harm to the Company which cannot be reasonably or
adequately compensated by damages in an action at law, and, accordingly, that
the Company will be entitled to injunctive and other equitable relief to enforce
the provisions of this agreement and to prevent or cure any breach or threatened
breach thereof; but no action for any such relief shall be deemed to waive the
right of the Company to an action for damages. I also agree that it will not be
a defense to any request for such relief that the Company has an adequate remedy
at law. For purposes of any proceeding under or with respect to this agreement,
I submit to the nonexclusive jurisdiction of the courts of the State of Florida
and of the United States located in the County of Broward and I agree
not to raise and I waive any objection to or defense based on the venue of any
such court or based upon forum non
conveniens.
The
rights and remedies of the Company are cumulative and the exercise or
enforcement of any one or more of them will not preclude the Company from
exercising or enforcing any other right or remedy.
The delay
or failure by the Company to exercise any of its rights in any one instance will
not preclude the Company from exercising its rights at a later time in that
instance or at any other time in any other instance.
The
Company acknowledges that the employee is engaged in other business activities
wherein confidentiality may become null and void due to prior or other business
dealings. In such case, the employee agrees to use best efforts not to disclose
any proprietary methods or technology to any outside competitor. This paragraph
shall supersede any contrary language within the agreement.
This
agreement may be amended and any provision of this agreement may be waived only
by an instrument in writing signed by the Company.
This
agreement will be governed by and construed in accordance with the law in the
State of Florida.
This
agreement will inure to the benefit of the Company's successors and assigns
including, without limitation, the assignee of any Trade Secret. Accordingly, at
any one time, more than one person may be the beneficiary of this
agreement.
Very
truly yours,
____________________
ACCEPTED
Globetel
Communications Corp.
By:
_______________________
Appendix
A
Employment. The Company hereby
employs the Employee as its Chief Executive Officer and General Counsel, on the
terms set forth below.
Duties. The Employee will
report to the Board of Directors of the Company and shall lead the Company and
provide the direction and vision for the Company. The CEO shall be responsible
for directing the operations of the Company and interfacing with the Board of
Directors to further the business of the Company and increase shareholder
value.
Salary. During the first one (1)
year of employment, the Company will pay the Employee a salary of $250,000 per
annum, to be paid bi-weekly.
Special
Compensation: As a signing bonus, the Company will pay the
Employee 2,000,000 shares of the Company’s common stock.
Additional Compensation. During his/her employment
the Company will also pay the Employee a bonus in a grant of company stock
and/or a cash. Said bonus will be the equivalent of up to 150% of
Employee’s base salary.
The
Employee shall receive additional compensation Upon completing the following
milestones as follows:
1. 2,000,000
shares upon the filing of restated Form 10-K for the years 2004 and
2005.
2. 2,000,000
shares upon the Company filing Form 10-K for the years 2006 and
2007.
3. 1,000,000
shares upon the Company commencing trading on the OTCBB.
4. 2,000,000
shares upon the Company entering into an agreement that results in revenue for
the Company in either the form of funds for research and development from an
established defense contractor or government agency; or the sale of an airship;
or revenues from other projects in excess of $250,000.
5. 2,000,000
shares upon the closing of financing of at least $1,000,000 in gross proceeds,
in the aggregate, commencing from the date of initial appoint as CEO on
September 10, 2007.
6. 2,000,000
shares upon the Company’s market cap reaching $50,000,000.
Benefits: The Company will
provide the Employee, at the Company's expense, with medical Insurance with
employee standard applicable contributions as detailed in the Employee
Handbook.
