EMPLOYMENT AGREEMENT
Exhibit
10.1
This
Employment Agreement (this "Agreement"), effective on the 23rd
day of
October, 2006, is entered into in Richardson, Texas by and between Remote
Dynamics, Inc., a Delaware corporation, with its principal place of business
located at 0000 Xxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx, 00000 ("Employer"),
and
Xxxx
Xxxx,
an
individual residing at 0000
Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000
("Employee").
NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, Employer
and Employee, intending to be legally bound, hereby agree as
follows:
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1.
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Employment
Relationship.
Employer hereby employs Employee, and Employee hereby accepts such
employment, upon the terms and conditions set forth in this Agreement.
Such employment relationship shall continue for the stated term of
this
Agreement, as described in Paragraph 7 hereof, unless earlier terminated
pursuant to Paragraph 5 hereof.
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2.
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Position
and Responsibilities of Employee.
Employee shall be employed as Vice
President, Chief Financial Officer, Treasurer and
Secretary
with job responsibilities related thereto as outlined in Attachment
A.
Such job responsibilities may be expanded at the sole discretion
of the of
Employer. Employee shall report to the Board of Directors of Employer
and
shall devote such time, skill and attention to the business of Employer
as
shall be required for the efficient management thereof, and shall
manage
and supervise such business, and shall devote his full time best
efforts
to the faithful performance of his duties on behalf of Employer.
Employee
shall also perform such other duties, and may have job responsibilities
and titles modified from time to time as may be requested by Employer.
Employee’s duties shall be performed at the Employer’s corporate
headquarters in Richardson, Texas. The location at which Employee
performs
his duties shall not be relocated more than 30 miles from Employer’s
corporate headquarters on the date hereof, without Employee’s written
consent, provided that the Employee may be required to travel and/or
work
from time to time on a non-permanent basis wherever the Employer
shall
reasonably require. Employee shall not engage in additional gainful
employment of any kind or undertake any role or position, whether
or not
for compensation, with any competitor of Employer during the term
of this
Agreement without advance written approval of
Employer.
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3.
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Compensation.
For all services rendered by Employee pursuant to this Agreement,
Employer
shall pay to Employee, and Employee shall accept as full compensation
hereunder the following:
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| a. |
Base
Salary.
Employee shall receive a base salary of $12,500.00
per month
payable by Employer in semi-monthly amounts in Richardson, Texas.
Employee's base salary shall be subject to all appropriate federal
and
state withholding taxes and shall be payable in accordance with the
normal
payroll procedures of Employer. Employer shall not reduce Employee’s base
salary without Employee’s written consent.
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b.
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Participation
in Employer’s Equity Incentive Plan (to be established).
Employee shall be entitled to participate in Employer’s Equity Incentive
Plan at the level of Vice President. Such plan shall be at the direction
of Employer’s Board of Directors.
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c.
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Benefits
and Perquisites.
Employee shall be entitled to participate in the Employee benefit
plans
provided by Employer for all employees generally. Employer shall
be
entitled to change such plans from time to time, and the parties
acknowledge that at the initial date of this Agreement the fringe
benefits
provided to Employee include a corporate 401(k) plan, health, dental,
life, short and long-term disability insurance for the Employee,
and
reimbursement of certain expenses in accordance with the policies
and
procedures of Employer. Employee shall be entitled to three (3) weeks
paid
vacation each calendar year.
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4.
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Protective
Covenants.
Employee recognizes that his employment by Employer is one of the
highest
trust and confidence because (i) Employee has become and/or in the
future
will become fully familiar with all aspects of Employer's business
during
the period of his employment with Employer, (ii) certain information
of
which Employee will gain knowledge during his employment by Employer
is
proprietary and confidential information and is of special and peculiar
value to Employer, and (iii) if any such proprietary and confidential
information were imparted to or became known by any person, including
Employee, engaging in a business in competition with that of Employer,
hardship, loss and irreparable injury and damage could result to
Employer,
the measurement of which would be difficult if not impossible to
ascertain. Employee further acknowledges that Employer has developed
unique skills, concepts, sales presentations, marketing programs,
marketing strategy, business practices, methods of operation, pricing
information, production cost information, trademarks, licenses, technical
information, proprietary information, computer software programs,
tapes
and discs concerning its operations systems, customer lists, customer
leads, documents identifying past, present and future customers,
customer
profile and preference data, hiring and training methods, investment
policies, financial and other confidential and proprietary information
concerning its operations and expansion plans ("Trade Secrets").
Therefore, Employee agrees that it is necessary for Employer to protect
its business and that of its affiliates from such damage, and Employee
further agrees that the following covenants constitute a reasonable
and
appropriate means, consistent with the best interest of both Employee
and
Employer, to protect Employer or its affiliates against damage due
to loss
or disclosure of proprietary information or Trade Secrets and shall
apply
to and be binding upon Employee as provided
herein:
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| a. |
Trade
Secrets.
Employee recognizes that his position with Employer is one of the
highest
trust and confidence by reason of Employee's access to and contact
with
certain Trade Secrets of Employer. Employee agrees and covenants
that,
except as may be required by Employer in connection with this Agreement,
or with the prior written consent of Employer, Employee shall not,
either
during the term of this Agreement or at any time thereafter, directly
or
indirectly, use for Employee's own benefit or for the benefit of
another,
or disclose, disseminate, or distribute to another, except as directed
by
Employer or as required for the performance of Employee's duties
on behalf
of the Employer, any Trade Secret (whether or not acquired, learned,
obtained, or developed by Employee alone or in conjunction with others)
of
Employer or of others with whom Employer has a business relationship.
All
Trade Secrets, and all memoranda, notes, records, drawings, documents,
or
other writings whatsoever made, compiled, acquired, or received by
Employee at any time during his employment with Employer, including
during
the term of this Agreement, arising out of, in connection with, or
related
to any activity or business of Employer, including, but not limited
to,
the customers, suppliers, or others with whom Employer has a business
relationship, the arrangements of Employer with such parties, and
the
pricing and expansion policies and strategy of Employer, are, and
shall
continue to be, the sole and exclusive property of Employer and shall,
together with all copies thereof, any and all documents constituting
or
relating to Employer’s proprietary information and Trade Secrets, and all
advertising literature, be returned and delivered to Employer by
Employee
immediately, without demand, upon the termination of this Agreement,
or at
any time upon Employer's demand.
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Employee
acknowledges that Employer would not employ Employee or provide Employee access
to Employer’s Trade Secrets and proprietary and confidential information but for
Employee’s covenants in this Paragraph 4.
Employee
represents and warrants that he is not bound by any agreement with any prior
employer or other party that will be breached by execution and performance
of
this Agreement, or which would otherwise prevent him from performing his duties
with Employer as set forth in this Agreement. Employee represents and warrants
that he has not retained any copies of proprietary and confidential information
of any prior employer, and he will not use or rely on any confidential and
proprietary information of any prior employer in carrying out her duties for
Employer.
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Covenant
Not to Compete.
In consideration of the numerous mutual promises contained in the
Agreement between Employer and the Employee, including, without
limitation, those involving access to Trade Secrets and confidential
information and training, and in order to protect Employer’s Trade Secrets
and the confidential information and to reduce the likelihood of
irreparable damage which would occur in the event such information
is
provided to or used by a competitor of Employer, Employee agrees
that
during his employment and for an additional period of twelve (12)
months
immediately following the voluntary or involuntary termination of
his
employment for any reason whatsoever (the "Non-Competition Term"),
Employee will not, without the prior written consent of Employer
(which
consent may be withheld in its sole discretion), enter the employ
of any
person or entity, either directly or indirectly either as principal,
agent, representative, shareholder (except owning publicly traded
stock
for investment purposes only in which Employee owns less than 5%)
consultant, officer, business partner, associate, Employee or otherwise,
with a place of business in the United States of America, which sells
or
offers to sell services and/or products which compete directly with
the
services and/or products offered or to be offered for sale by Employer.
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Employee
hereby acknowledges that the geographic boundaries, scope of prohibited
activities and the time duration of the provisions of this Section 4 are
reasonable and are no broader than are necessary to protect the legitimate
business interests of the Employer.
The
Employer and Employee agree and stipulate that the agreements and covenants
not
to compete contained in Paragraph 4 hereof are fair and reasonable in light
of
all of the facts and circumstances of the relationship between Employee and
Employer; however, Employee and Employer are aware that in certain circumstances
courts have refused to enforce certain provisions of agreements not to compete.
Therefore, in furtherance of, and not in derogation of the provisions of
Paragraph 4, Employer and Employee agree that in the event a court should
decline to enforce the provisions of Paragraph 4, that Paragraph 4 shall be
deemed to be modified or reformed to restrict Employee's competition with
Employer or its affiliates to the maximum extent, as to time, geography and
business scope, which the court shall find enforceable; provided, however,
in no
event shall the provisions of Paragraph 4 be deemed to be more restrictive
to
Employee than those contained herein.
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c.
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Non-Solicitation.
Employee agrees that during his employment, and for a period of twelve
(12) months following the termination of his employment for any reason
whatsoever, that neither he nor any individual, partner(s), limited
partnership, corporation or other entity or business with which he
is in
any way affiliated, including, without limitation, any partner, limited
partner, director, officer, shareholder, Employee, or agent of any
such
entity or business, will (i) request, induce or attempt to influence,
directly or indirectly, any employee of Employer to terminate their
employment with Employer or (ii) employ any person who as of the
date of
this Agreement was, or after such date, is an employee of Employer.
Employee further agrees that during the period beginning with the
commencement of Employee’s employment with Employer and ending twelve (12)
months after the termination of Employee’s employment with Employer for
any reason whatsoever, he shall not, directly or indirectly, as an
Employee, agent, consultant, stockholder, director, partner or in
any
other individual or representative capacity of Employer or of any
other
person, entity or business, solicit or encourage any present or future
customer, supplier, contractor, partner or investor of the Employer
to
terminate or otherwise alter his, her or its relationship with
Employer.
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d.
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Work
Product.
For purposes of this Paragraph 4, “Work Product” shall mean all
intellectual property rights, including all trade secrets, U.S. and
international copyrights, patentable inventions, discoveries and
other
intellectual property rights in any programming, design, documentation,
technology, or other work product that is created in connection with
Employee’s work. In addition, all rights in any preexisting programming,
design, documentation, technology, or other Work Product provided
to
Employer during Employee’s employment shall automatically become part of
the Work Product hereunder, whether or not it arises specifically
out of
my “Work.” For purposes of this Agreement, “Work” shall mean (1) any
direct assignments and required performance by or for the Employer,
and
(2) any other productive output that relates to the business of the
Employer and is produced during the course of Employee’s employment or
engagement by Employer. For this purpose, Work may be considered
present
even after normal working hours, away from Employer’s premises, on an
unsupervised basis, alone or with others. Unless otherwise approved
in
writing by the Board of Directors of Employer, this Agreement shall
apply
to all Work Product created in connection with all Work conducted
before
or after the date of this
Agreement.
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Employer
shall own all rights in the Work Product. To this end, all Work Product shall
be
considered work made for hire for Employer. If any of the Work Product may
not,
by operation of law or agreement, be considered Work made by Employee for hire
for the Employer (or if ownership of all rights therein do not otherwise vest
exclusively in the Employer immediately), Employee agrees to assign, and upon
creation thereof does hereby automatically assign, with further consideration,
the ownership thereof to the Employer. Employee hereby irrevocably relinquishes
for the benefit of Employer and its assigns any moral rights in the Work Product
recognized by applicable law. Employer shall have the right to obtain and hold,
in whatever name or capacity it selects, copyrights, registrations, and any
other protection available in the Work Product.
Employee
agrees to perform upon the request of Employer, during or after Employee’s Work
or employment, such further acts as may be necessary or desirable to transfer,
perfect, and defend the Employer’s ownership of the Work Product, including by
(1) executing, acknowledging, and delivering any requested affidavits and
documents of assignment and conveyance, (2) obtaining and/or aiding in the
enforcement of copyrights, trade secrets, and (if applicable) patents with
respect to the Work Product in any countries, and (3) providing testimony in
connection with any proceeding affecting the rights of the Employer in any
Work
Product.
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Employee
warrants that Employee’s Work for Employer does not and will not in any
way conflict with any remaining obligations Employee may have with
any
prior employer or contractor. Employee also agrees to develop all
Work
Product in a manner that avoids even the appearance of infringement
of any
third party’s intellectual property
rights.
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e.
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Survival
of Covenants.
Each covenant of Employee set forth in this Paragraph 4 shall survive
the
termination of this Agreement and shall be construed as an agreement
independent of any other provision of this Agreement, and the existence
of
any claim or cause of action of Employee against Employer whether
predicated on this Agreement or otherwise shall not constitute a
defense
to the enforcement by Employer of said covenant. No modification
or waiver
of any covenant contained in Paragraph 4 shall be valid unless such
waiver
or modification is approved in writing by the Board of Directors
of
Employer.
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f.
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Remedies.
In the event of breach or threatened breach by Employee of any provision
of this Paragraph 4, Employer shall be entitled to relief by temporary
restraining order, temporary injunction, or permanent injunction
or
otherwise, in addition to other legal and equitable relief to which
it may
be entitled, including any and all monetary damages which Employer
may
incur as a result of said breach, violation or threatened breach
or
violation. Employer may pursue any remedy available to it concurrently
or
consecutively in any order as to any breach, violation, or threatened
breach or violation, and the pursuit of one of such remedies at any
time
will not be deemed an election of remedies or waiver of the right
to
pursue any other of such remedies as to such breach, violation, or
threatened breach or violation, or as to any other breach, violation,
or
threatened breach or violation.
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Employee
hereby acknowledges that Employee's agreement to be bound by the protective
covenants set forth in this Paragraph 4 was a material inducement for Employer
entering into this Agreement, agreeing to pay Employee the compensation and
benefits set forth herein, and providing Employee access to Employer’s Trade
Secrets and other confidential information.
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5.
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Termination.
The employment relationship between Employee and Employer created
hereunder shall terminate before the expiration of the stated term
of this
Agreement upon the occurrence of any one of the following
events:
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| a. |
Death
or Permanent Disability.
The employment relationship shall be terminated effective on the
death or
permanent disability of the Employee. However, Employee shall be
entitled
to leaves of absence from the Company in accordance with the policy
of the
Company generally applicable to Employees for illness or temporary
disabilities for a period or periods not exceeding six (6) months
in any
calendar year, and his status as an Employee shall continue during
such
periods. However, if the Employee qualifies for short term disability
payments under Employer’s standard short term disability plan during such
leave, Employee shall apply to receive such short term disability
payments. Employer shall supplement such short term disability payments
during the first three (3) months of any such six (6) month period
so that
Employee receives such monthly amounts when combined with the short
term
disability payments to equal Employee’s monthly compensation as set forth
in paragraph 3(a) of this Agreement. However, during the last three
(3)
months of any such six (6) month period, Employee shall accept payments
under Employer’s standard short term disability plan in lieu of any salary
payments set forth in Section 3(a) above. If Employee is incapacitated
due
to physical or mental illness and such incapacity prevents Employee
from
satisfactorily performing his duties for the Company on a full time
basis
for six (6) months or more during a single fiscal year, Employee
shall be
deemed to have experienced a permanent disability and the Company
may
terminate this Agreement upon thirty (30) days written notice. In
the
event that Employer terminates this Agreement on the basis of the
Employee’s permanent disability, the Employee shall be entitled to a cash
payment equal to the Employee’s annual salary as of the date of
termination. The Company shall make such payment within thirty (30)
days
of such termination.
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b.
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Termination
for Cause.
The following events, which for purposes of this Agreement shall
constitute "cause" for termination:
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| i. |
Any
act of fraud, misappropriation or embezzlement by Employee with respect
to
any aspect of Employer's business;
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ii.
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The
breach by Employee of any provision of Paragraphs 1, 2 or 4 (including
but
not limited to a refusal to follow lawful directives of Employer
or their
designees which are not inconsistent with the duties of Employee’s
position and the provisions of this Agreement) of this
Agreement;
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iii.
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The
conviction of Employee by a court of competent jurisdiction of a
felony or
of a crime involving moral
turpitude;
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iv.
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The
intentional and material breach by the Employee of any non-disclosure
or
non-competition/non-solicitation provision of any agreement to which
the
Employee and Employer or any of its subsidiaries are parties;
or
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v.
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The
intentional and continual failure by the Employee to perform in all
material respects his duties and responsibilities (other than as
a result
of death or disability) and the failure of the Employee to cure the
same
in all material respects within thirty (30) days after written notice
thereof from Employer;
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vi.
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The
illegal use of drugs by Employee during the term of this Agreement
that,
in the determination of the Board of Directors of Employer, substantially
interferes with Employee's performance of his duties
hereunder;
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vii.
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acceptance
of employment with any other employer except upon written permission
of
the Board of Directors of Employer.
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c.
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Termination
by Employer with Notice.
Employer may terminate this Agreement without cause at any time upon
thirty (30) days written notice to Employee, during which period
Employee
shall not be required to perform any services for Employer other
than to
assist Employer in training his successor and generally preparing
for an
orderly transition; PROVIDED, HOWEVER, that Employee shall be entitled
to
compensation upon such termination as provided in Paragraph 6(a),
(b), (c)
and (d).
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6.
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Compensation
Upon Termination.
Upon the termination of Employee's employment under this Agreement
before
the expiration of the stated term hereof for any reason, Employee
shall be
entitled to:
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| a. |
the
salary earned by him before the effective date of termination as
provided
in Paragraph 3(a) hereof (including salary payable during any applicable
notice period), prorated on the basis of the number of full days
of
service rendered by Employee during the salary payment period to
the
effective date of termination;
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| b. |
any
accrued, but unpaid, vacation benefits; and
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| c. |
any
previously authorized but unreimbursed business expenses.
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If
Employee's employment hereunder terminates because of the death or permanent
disability of Employee, all amounts that may be due to him under this Paragraph
6 or Paragraph 5(a) shall be paid to him or his administrators, personal
representatives, heirs and legatees, as may be appropriate.
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d.
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Additional
Compensation and Benefits Upon Termination Without Cause.
If Employee’s employment hereunder terminates without cause pursuant to
Paragraph 5(c) above, Employer shall provide to Employee in addition
to
the amounts set forth in Subparagraphs 6(a), 6(b) and 6(c)
above:
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| i. |
a
cash payment equal to the monthly base salary as set forth in paragraph
3.
a. of this Agreement multiplied by the number of months remaining in
the
Initial Term of this Agreement at the time of the effective date of
the
termination.
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The
Employer shall pay the severance amounts referenced in this Paragraph 6(d)
within thirty (30) days of the date of termination. Employee shall have no
obligation to mitigate any severance obligation of Employer under this Agreement
by seeking new employment. Employer shall not be entitled to set off or reduce
any severance payments owed to Employee under this Agreement by the amount
of
earnings or benefits received by Employee in future employment. The provisions
of Paragraphs 4, 5 and 6 hereof shall survive the termination of the employment
relationship hereunder and this Agreement.
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7.
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Term.
This Agreement shall be binding and enforceable against Employer
and
Employee immediately upon its execution by both such parties. The
stated
term of this Agreement and the employment relationship created hereunder
shall begin on the date this Agreement is executed by Employer (with
Employee to be bound by confidentiality and other provisions set
forth in
Paragraph 4 herein to the extent confidential information is provided
to
Employee prior to such date), and shall remain in effect for one
(1) year
thereafter, unless sooner terminated in accordance with Paragraph
5
hereof. This Agreement shall be deemed to be renewed for a month-to-month
term after its initial term (“Renewal Term”), unless the parties execute
an express written renewal agreement which specifies a different
term or
either party exercises its right to terminate the Agreement pursuant
to
the provisions herein.
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| a. |
Notwithstanding
any provision of this Agreement to the contrary, the parties’ respective
rights and obligations under Paragraphs 3, 4, 5 and 6 shall survive
any
termination or expiration of this Agreement or the termination of
the
Employee’s employment for any reason
whatsoever.
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8.
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Remedies.
Each of the parties to this Agreement will be entitled to enforce
its
rights under this Agreement specifically, to recover damages by reason
of
any breach of any provision of this Agreement and to exercise all
other
rights existing in its favor. Notwithstanding Paragraph 9 below,
the
parties hereto agree and acknowledge that money damages may not be
an
adequate remedy for any breach of the provisions of this Agreement
and
that any party may in its sole discretion apply to any court of law
or
equity of competent jurisdiction for specific performance and/or
injunctive relief in order to enforce or prevent any violations of
the
provisions of this Agreement.
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9.
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Arbitration.
Except as Provided in Paragraph 8 above, any controversy or claim
arising
out of or relating to this Agreement or relating to Employee's rights,
compensation and responsibilities as an Employee shall be determined
by
arbitration in Dallas County, Texas in accordance with the rules
of the
American Arbitration Association then in effect. The arbitration
shall be
submitted to a single arbitrator selected in accordance with the
American
Arbitration Association's procedures then in effect for the selection
of
employment arbitrators. The parties shall split the cost of the
arbitrator. The arbitrator shall have the authority to award any
remedy
that could be awarded by a court of competent jurisdiction. This
Paragraph
9 shall survive termination of this Agreement for any
reason.
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10.
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Assignment.
This Agreement is personal to Employee and may not be assigned in
any way
by Employee without the prior written consent of Employer. This Agreement
shall not be assignable or delegable by Employer, other than to an
affiliate of Employer; provided, however, that in the event of the
acquisition, merger or consolidation of Employer, the obligations
of
Employer hereunder shall be binding upon the surviving or resulting
entity
of such acquisition, merger or consolidation. The rights and obligations
under this Agreement shall inure to the benefit of and shall be binding
upon the heirs, legatees, administrators and personal representatives
of
Employee and upon the successors, representatives and assigns of
Employer.
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11.
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Severability
and Reformation.
The parties hereto intend all provisions of this Agreement to be
enforced
to the fullest extent permitted by law. If, however, any provision
of this
Agreement is held to be illegal, invalid, or unenforceable under
present
or future law, such provision shall be fully severable, and this
Agreement
shall be construed and enforced as if such illegal, invalid, or
unenforceable provision were never a part hereof, and the remaining
provisions shall remain in full force and effect and shall not be
affected
by the illegal, invalid, or unenforceable provision or by its
severance.
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12.
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Notices.
All notices and other communications required or permitted to be
given
hereunder shall be in writing and shall be deemed to have been duly
given
if delivered personally, mailed by certified mail (return receipt
requested) or sent by overnight delivery service, cable, telegram,
facsimile transmission or telex to the parties at the following addresses
or at such other addresses as shall be specified by the parties by
like
notice:
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If
to Employer:
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Chief
Financial Officer
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0000
Xxx Xxxxx, Xxxxx 000
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Xxxxxxxxxx,
Xxxxx 00000
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(000)
000-0000 Facsimile
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If
to Employee:
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Xxxx
Xxxx
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0000
Xxxxxx Xxxxx
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Xxxxxx,
Xxxxx 00000
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Notice
so given shall, in the case of notice so given by mail, be deemed
to be
given and received on the fourth calendar day after posting, in the
case
of notice so given by overnight delivery service, on the date of
actual
delivery and, in the case of notice so given by cable, telegram,
facsimile
transmission, telex or personal delivery, on the date of actual
transmission or, as the case may be, personal
delivery.
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13.
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Further
Actions.
Whether or not specifically required under the terms of this Agreement,
each party hereto shall execute and deliver such documents and take
such
further actions as shall be necessary in order for such party to
perform
all of his or its obligations specified herein or reasonably implied
from
the terms hereof.
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14.
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GOVERNING
LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE
LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAWS
(RULES) OR CHOICE OF LAWS (RULES) THEREOF.
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15.
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Entire
Agreement and Amendment.
This Agreement contains the entire understanding and agreement between
the
parties, and supersedes any other agreement between Employee and
Employer,
whether oral or in writing, with respect to the subject matter hereof..
This Agreement may not be altered, amended, or rescinded, nor may
any of
its provisions be waived, except by an instrument in writing signed
by
both parties hereto or, in the case of an asserted waiver, by the
party
against whom the waiver is sought to be enforced. Any modification
of this
Agreement shall be null and void unless approved by the Board of
Directors
of Employer.
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16.
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Counterparts.
This Agreement may be executed in counterparts, with the same effect
as if
both parties had signed the same document. All such counterparts
shall be
deemed an original, shall be construed together and shall constitute
one
and the same instrument.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
EMPLOYER:
REMOTE
DYNAMICS, INC.
By: /s/
Xxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxx, Director
EMPLOYEE:
/s/
Xxxx Xxxx
Xxxx
Xxxx
Attachment
A
The
Chief
Financial Officer of the Company will be responsible for leading and managing
all finance and accounting functions for the Company. The primary focus of
this
position is to direct the fiscal functions of the Company in accordance with
generally accepted accounting principles (“GAAP”) issued by the Financial
Accounting Standards Board (“FASB”), and to comply with all Securities and
Exchange Commission (“SEC”) reporting requirements and
responsibilities.
The
Chief
Financial Officer will establish high standards within a changing company and
the AVL industry. Through his leadership and extensive knowledge of contemporary
finance and accounting practices, he will establish credibility, trust, and
overall value for the Company by creating a proactive and effective finance
and
accounting team within the Company. This will be accomplished through a
strategic vision, leadership, implementation, and communication with the
Company’s Board of Directors.
Specific
functions include:
| · |
Plan,
develop, organize, implement, direct, and evaluate the Company’s fiscal
function and performance.
|
| · |
Participate
in the development of the Company’s plans and programs as a strategic
partner.
|
| · |
Evaluate
and advise on the impact of long range planning, introduction of new
programs/strategies, and regulatory
action.
|
| · |
Direct
and manage, where appropriate, the Company’s outsourcing goals and
visions.
|
| · |
Develop
credibility for the finance department by providing timely and accurate
analysis of budgets, financial reports, and financial trends.
|
| · |
Enhance
and/or develop, memorialize, implement, and enforce detailed finance
and
accounting policies and procedures of the organization by way of systems
that will improve the overall operation and effectiveness of the
Company.
|
| · |
Maintain
a strong working knowledge of GAAP, FASB Pronouncements, Exposure
Documents, and Emerging Issue Tax Force issues, and applicable provisions
of the Xxxxxxxx-Xxxxx Act of 2002 and similar regulatory requirements.
|
| · |
Provide
strategic financial input and leadership on decision making issues
affecting the Company including evaluation of potential alliances,
acquisitions and/or mergers.
|
| · |
Optimize
the handling of bank and deposit relationships and initiate appropriate
strategies to enhance the Company’s cash position.
|
| · |
Negotiate
and structure credit facilities.
|
