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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of June 1, 1999 among GLOBAL DATA TEL,
INC., a Nevada corporation (the "Company"), and Xxxxxx Xxxxx, an individual (the
"Employee").
WITNESSETH
WHEREAS, the Company desires, effective as of the date hereof, to
employ the Employee as The President of the xXXXX.xxx and On Line Latin America,
S.A. subsidiaries subject to the terms and conditions set forth here; and
WHEREAS, the Employee desires to accept such employment subject to such
terms and conditions.
NOW, THEREFORE, in consideration of the mutual provisions herein
contained, the Employee and the Company agree as follows:
AGREEMENT
1. Definitions. As used herein, the following terms shall have the
meanings set forth below:
"Agreement" "hereof" and "hereunder" and words of similar import refer
to this Employment Agreement, as it may be from time to time amended.
"Base Salary" has the meaning given such term in Section 5(a).
"Board" means the Board of Directors of the Company.
"Shares" means shares of the Common Stock of Company, par value .001
per share.
"Disability" shall mean a physical or mental incapacity of the Employee
which has prevented him from effectively performing his duties for ninety (90)
days, whether or not consecutive, out of any twelve (12) consecutive months.
"Expiration Date" has the meaning given such term in Section 3(a).
"Options" shall mean nonqualified stock options to purchase Shares
issued by the Company.
2. Employment. The Company hereby employs the Employee as
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President, or such other key office as the Board may elect, and the Employee
accepts such employment, upon the terms and subject to the conditions
hereinafter set forth.
3. Term.
(a) The Employee's employment pursuant to this Agreement ("Employment")
shall commence as of June 1, 1999 and shall continue through May 31, 2002 (such
date, or any later date through which this Agreement has been renewed, the
"Expiration Date"), subject to termination under Section 8 or Section 9.
(b) This Agreement and the Employee's employment shall automatically be
renewed for a two (2) year period upon the Expiration Date (and upon each
anniversary of the Expiration Date), unless at least 30 days prior to the
Expiration Date (or prior to such anniversary) (i) the Employee has notified the
Company in writing that the Employee elects not to renew this Agreement, or (ii)
the Company has notified the Employee in writing that it elects not to renew
this Agreement.
4. Capacity and Services.
(a) The Employee shall assume such responsibilities, perform such
duties and have such authority as befits his positions or may from time to time
be assigned or delegated by the Board. In performing his duties, the Employee
shall fully and faithfully perform services and discharge his duties for the
Company consistent with the position of President and Chief Executive Officer,
or such other similar office as the Board may designate.
(b) As an employee of the Company, substantially all of the Employee's
efforts and responsibilities shall relate to the operation of the business of
the Company. The Employee shall report to and work closely with such persons as
the Board may designate from time to time.
(c) During the Employee's employment hereunder, the Employee shall
serve, and the Employee agrees to serve, as a member of the Board.
(d) The Employee shall devote a substantial part of his business time
and energies to his duties hereunder and shall use his best efforts, skills and
abilities to promote the interests of the Company. The Employee shall not engage
in any business
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activities that are directly or indirectly competitive with any business
conducted by the Company or any of its affiliates. Without in any way limiting
the foregoing, the Employee shall not, without the prior written consent in each
instance of the Company, directly or indirectly perform services of a business,
professional or commercial nature for any person or entity, for compensation or
deferred compensation, which will in any way interfere with the Employee's
obligations under this Agreement.
5. Base Salary, Bonuses and Benefits. The Company shall pay and the
Employee shall accept for the services to be rendered hereunder compensation
consisting solely of the following:
(a) During the period of his employment, the Employee shall receive an
annual base salary (the "Base Salary") of $ 65,000.00.
(b) During the period of his employment, the Employee shall be entitled
to participate in the Company's group health insurance coverage and such other
fringe benefits as the Company generally provides from time to time to employees
with positions and responsibilities similar to those of the Employee such as the
Chief Operating Officer and the Chief Financial Officer. The Company reserves
the right to modify such group health insurance coverage or benefits for such
employees generally.
(c) Employee may receive bonuses as approved by the Board in the
Board's discretion.
(d) The Company shall purchase for the Employee a term life insurance
policy with a death benefit not less than $50,000, the beneficiaries of which
will be designated by the Employee.
(e) The Company will provide Employee with long-term disability
insurance in the event he cannot perform his job for any reason.
6. Options.
(a) In addition to any other options granted under any Stock Option
Plan which may adopted by the Company, on the date hereof the Company is issuing
to the Employee Options for the purchase of 25,000 shares of the Company's
common stock with an exercise price $ 7.12 per share, as provided in the Option
Agreement attached hereto as Exhibit A. Such Options shall vest
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immediately.
7. Certain Expenses Incident to Employment. The Company agrees to
reimburse the Employee:
(i) in accordance with its normal policy and practices, for all other
authorized, approved and reasonable travel or other expenses or
disbursements incurred or made by him in connection with the
performance of the Employee's duties under this Agreement;
(ii) up to $ 750.00, net of Federal income taxes, per month for
documented costs incurred by the Employee in acquiring and maintaining
one automobile, including the purchase of automobile insurance;
(iii) for the cost of one cellular telephone and related costs related
to performing his duties hereunder.
8. Death or Disability. Notwithstanding anything else in this
Agreement, the Employee's employment shall terminate upon the Employee's death.
The Company may elect to terminate the Employee's employment upon the Employee's
disability. In the event that the Employee's employment terminates by reason of
death or disability, the Company shall not have any further obligations or
responsibilities hereunder whatsoever except (i) with respect to Base Salary,
Bonuses and other benefits earned or accrued through the date of termination,
(ii) in the event of a termination by reason of disability, the Employee will be
entitled to receive his Base Salary for three months after his Employment is
terminated or until such time as the insurance provided for in Paragraph 5(d)
begins to pay such benefits.
9. Termination.
(a) The Company may terminate this Agreement and the Employee's
employment by giving ten (10) days written notice thereof to the Employee in the
event that the Board determines that the Employee has (i) materially breached
this Agreement, (ii) repeatedly refused to perform required and reasonable
services after written notice thereof, (iii) engaged in willful misconduct or
committed gross negligence in connection with his employment or the affairs of
the Company, (iv) violated in a material manner any fiduciary duty to the
Company, or (v) committed theft, fraud, embezzlement or dishonesty.
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(b) Either the Company or the Employee may, with or without cause or
reason therefor, terminate this Agreement at any time and for any reason upon
thirty (30) days advance written notice to the other party.
(c) If the Company terminates this Agreement under Section 9(a), the
Company shall not have any further obligations or responsibilities hereunder
except with respect to Base Salary, Bonuses and other benefits earned or accrued
through the date of termination.
(d) If the Company terminates this Agreement under Section 9(b), the
Company shall be obligated to pay the Employee all Base Salary, Bonuses and
other benefits earned or accrued through the date of termination, and a lump sum
equivalent to one-half of Employee's Base Salary.
(e) If the Employee terminates this Agreement for any reason, the
Company shall not have any further obligations or responsibilities hereunder
except with respect to (i) Base Salary, Bonuses and other benefits earned or
accrued through the date of termination and (ii) the Options described in
Section 6.
10. Confidentiality, Non-Solicitation and Non-Competition.
(a) Employee acknowledges that as further inducement to the Company to
enter into this Agreement, Employee has executed a Confidentiality,
Non-Solicitation and Non-Competition Agreement (the "Confidentiality
Agreement"), attached hereto as Exhibit "B". Employee's breach of the
Confidentiality Agreement shall constitute a material breach of this Agreement.
(b) The Employee acknowledges the Company will suffer irreparable harm
if the provisions of the Confidentiality Agreement and that the Company's
remedies at law for damages will be inadequate if the Employee fails to comply
with any of the provisions of the Confidentiality Agreement. Accordingly, the
Employee agrees that the Company shall be entitled to any appropriate legal,
equitable or other remedy, including preliminary and permanent injunctive
relief, in the event the Employee fails to comply with the Confidentiality
Agreement.
11. Amendments. This Agreement constitutes the entire agreement of the
parties and may be modified, amended or waived
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only by written instruments executed by the parties.
12. No Conflict. The Employee represents and warrants to AIC and the
Company that he is not bound by any agreement or subject to any restriction
which would interfere with or prevent his entering into or carrying out this
Agreement.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
heirs, successors and assigns, except that the Employee shall not assign any of
his rights or delegate any of his duties under this Agreement without the prior
express written consent in each instance of AIC and the Company.
14. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.
15. Arbitration. Except as specifically provided for in this Section
16, all controversies, claims and disputes arising out of or relating to the
Employee's rendering of services to AIC or the Company of this Agreement
(including all federal and state statutory claims) shall be subject to final and
binding arbitration before a single arbitrator in Florida in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. The costs
of such arbitration, including the arbitrator's fees, shall be allocated in the
manner determined by the arbitrator. Each party shall bear its own expenses,
including attorneys' fees and expert witness fees. The arbitration proceeding
shall be deemed to be an arbitration proceeding specifically enforceable under
the Federal Arbitration Act and any other applicable law. The award of the
arbitrator may be enforced in any court having competent jurisdiction. AIC, the
Company and the Employee shall have no obligation to arbitrate disputes arising
under Section 10 hereof, and may enforce any of their rights and remedies with
respect thereto in any court of competent jurisdiction.
16. Severability. If any part or provision of this Agreement shall to
any extent be invalid or unenforceable, the remainder of this Agreement shall
not be effected thereby and shall be valid and enforced to the fullest extent
permitted by law.
17. No other Agreements. This Agreement shall supersede any and all
prior agreements between the parties hereto, and this Employment Agreement shall
be the only agreement between the
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parties with respect thereto.
18. Notices. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Employee, to him at: If to the Company, to it at:
Xxxxx 000X Xx. 00-00 0000 X. Congress Ave., Suite 404
Bogota,Colombia Xxxxxx Xxxxx XX 00000
19. Rights and Waivers. All rights and remedies of the parties hereto
are separate and cumulative, and no one of them, whether exercised or not, shall
be deemed to be to the exclusion of any other rights or remedies or shall be
deemed to limit or prejudice any other legal or equitable rights or remedies
that either of the parties hereto may or remedies under this Agreement unless
such waiver is in writing and signed by such party. No delay or omission on the
part of either party in exercising any right or remedy shall operate as a waiver
of such right or remedy or any other rights or remedies. A waiver on any one
occasion shall not be construed as a bar to or waiver of any right or remedy on
any future occasion.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement as of the date from above written.
GLOBAL DATA TEL, INC.
a Nevada Corporation
By: _________________________
Its:_________________________
EMPLOYEE:
_____________________________
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