EXHIBIT 10.01
CONTRACT FOR EMPLOYMENT
THIS AGREEMENT, entered into this day, by and between Hi-Rim
Communications, Inc. (hereinafter referred to as "Company"), and
Xxxxxx X. Xxxxx (hereinafter referred to as "Employee"), for and
in consideration of the mutual covenants and agreements herein
set forth
W I T N E S S E T H :
1. Employee agrees to work for Company as its President
for a period of three (3) years beginning February 1, 1996, for
an annual salary of One Hundred Sixty Thousand Eight Hundred
Dollars ($160,800.00). It is agreed that this salary will be
paid the fifteenth (15th) and last day of each month at the rate
of Six Thousand Seven Hundred Dollars ($6,700.00), per period,
but variation in the salary terms, or time of payment, may be
mutually agreed upon from time to time between the parties
hereto. Employee shall be entitled to a cost of living increase
of six percent (6%) commencing on February 1, 1997, and on each
calendar year thereafter.
2. All expenses in connection with the employment of
Employee including, but not limited to, membership fees,
licensing fees, occupational taxes, and special insurance
premiums, shall be the responsibility of the Company.
3. Duties of the Employee shall be such as are generally
performed by a President of a telecommunications company. The
Employee shall devote substantially his full time and efforts to
the performance of his duties and shall spend no less than forty
(40) hours per week in said performance, vacations and sick time
excluded.
4. The Employee shall be entitled to four (4) weeks of
paid vacation to be determined by the mutual consent of the
Employee and the Company. The Employee's vacation time shall not
include attendance at company related functions, including
attendance of meetings and conventions.
5. The Employee shall be entitled to participate in the
Company's employee benefit insurance plan at the level
established commensurate with his position.
6. Employee covenants and agrees to perform the services
provided by this Agreement to the best of his ability using
accepted professional standards for a President of a
telecommunications company. The Employee shall not, without the
express prior written consent of the Company, directly or
indirectly, during the term of this Agreement, render services of
a similar nature to, or for, any person or firm for compensation;
or engage in any activity competitive with, and/or adverse to,
the Company's business or practice, whether alone, as a partner
or an officer, director, employee, or shareholder, of any other
corporation, or as a Trustee, fiduciary, or other representative
of any other activity. The making of passive and personal
investments shall not be prohibited hereunder.
7. The death or permanent disability of Employee shall
terminate this Agreement. The question of permanent disability
shall be determined by a qualified medical doctor selected by the
Company.
8. In addition to the salary to be paid to Employee
provided in Paragraph 1, the Company may pay a bonus to Employee
if, in the discretion of the Company, such bonus is determined to
be appropriate based on services rendered by Employee to the
Company.
9. Employee promises to preserve the confidentiality of
the Company's trade secrets, proprietary information, and
commercially useful confidential information learned through the
Employee's employment at the Company and to use all such
information only as necessary and appropriate for the Company's
legitimate business purposes. Employee promises to safeguard
against disclosing any such information without the prior written
consent of the Company.
10. Employee understands that any concepts, ideas,
intellectual property, trade secrets or proprietary information
developed by him while working under this Agreement shall be the
sole and exclusive property of the Company.
11. Both parties agree that the Employee may terminate his
employment during the term of this Agreement with or without
cause. Employee agrees to give written notice, of a minimum of
ninety (90) days, prior to any voluntary employee termination
during the term of this Agreement. In the event that the
Employee voluntarily chooses to terminate his employment, his
compensation and benefits shall close as of his last day of
employment consistent with Company policy and applicable Federal
and State laws.
12. Both parties agree that the Employee may be terminated
during the term of this Agreement only with cause.
13. Both parties agree that the Employee may be terminated
with "Cause". "Cause" shall be defined as any of the following:
an act or omission by the Employee constituting a material breach
by the Employee of this contract; theft of the Company's
property, trade secrets or proprietary information; being
intoxicated while on duty; failure or refusal to participate in
drug testing; dereliction in the performance of his duties;
unexplained absence from work; substantial breach of any of the
Company's policies; failure to implement or abide by the Equal
Opportunity Employment Commission's Directives; sexual
harassment; a determination by an authority having proper
jurisdiction that the Employee is adverse to the best interests
of the industry; or any violation of Local, State or Federal law.
In the event the Company terminates the Employee's employment
during the term of this Agreement for "Cause", as defined herein,
the Employee shall be entitled to no further compensation or
benefits consistent with State and Federal law.
14. In the event Employee's employment is terminated by the
Company without "Cause" as defined in this Agreement, then
Employee shall be entitled to receive a severance payment equal
to the compensation remaining under the terms of this Agreement,
minus any "bonus" payments. Said severance payment shall be paid
within five (5) days of Employee's termination. In the event
that there is a change in the majority ownership of either Hi-Rim
Communications, Inc., or Teletek, Inc., then the employee shall
be entitled to a One Hundred Thousand Dollars ($100,000.00) bonus
payment within ten (10) days of the change in said ownership.
Change in ownership shall include, but not be limited to, any
merger, acquisition, buy-out or sale of stock which materially
"changes" the ownership control of either corporation.
15. Employee acknowledges and agrees that Employee's sole
entitlement to compensation, payment of any kind, monetary or non-
monetary benefits and/or prerequisites with respect to his
employment, is expressly set forth in this Agreement.
16. This Agreement is drawn to be effective in and shall be
construed with the laws of the State of Nevada and, where
applicable, Federal law. Both parties consent to the exclusive
jurisdiction of the Eighth Judicial District, State Courts of
Nevada, in Xxxxx County, Nevada, in pursuing resolution of any
and all disputes arising out of this contract.
17. No amendment or variation of the terms of this
Agreement shall be valid unless made in writing and signed by
both parties. A waiver of any terms and conditions hereof shall
not be construed as a general waiver by the other party.
18. The terms and conditions of this Agreement shall apply
to, be binding upon, inure to the benefit of, and be enforceable
against, the parties hereto and their respective heirs, assigns,
successors, executives, personal representatives, administrators
and legal representatives, whether by will, merger, reverse
merger, consolidation, sale of stock or assets, operation of law,
or without limitation otherwise.
19. This contract has been prepared by Xxxxxxxx Law Firm,
Chtd., in its capacity as counsel for Teletek, Inc., and Hi-Rim
Communications, Inc. The Employee is urged to consult with
counsel of his own choosing with regards to the legal
ramifications of this contract.
HI-RIM COMMUNICATIONS, INC. EMPLOYEE
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
Xxxx Xxxxxxxx Xxxxxx X. Xxxxx
Its: CHAIRMAN
Date: 1/26/96 Date: 1/26/96
CONTRACT FOR EMPLOYMENT
THIS AGREEMENT, entered into this day, by and between Hi-Rim
Communications, Inc. (hereinafter referred to as "Company"), and
Xxxxx X. Xxxxxxx (hereinafter referred to as "Employee"), for and
in consideration of the mutual covenants and agreements herein
set forth
W I T N E S S E T H :
1. Employee agrees to work for Company as its Vice-
President for a period of three (3) years beginning February 1,
1996, for an annual salary of One Hundred Sixty Thousand Eight
Hundred Dollars ($160,800.00). It is agreed that this salary
will be paid the fifteenth (15th) and last day of each month at
the rate of Six Thousand Seven Hundred Dollars ($6,700.00), per
period, but variation in the salary terms, or time of payment,
may be mutually agreed upon from time to time between the parties
hereto. Employee shall be entitled to a cost of living increase
of six percent (6%) commencing on February 1, 1997, and on each
calendar year thereafter.
2. All expenses in connection with the employment of
Employee including, but not limited to, membership fees,
licensing fees, occupational taxes, and special insurance
premiums, shall be the responsibility of the Company.
3. Duties of the Employee shall be such as are generally
performed by a Vice-President of a telecommunications company.
The Employee shall devote substantially his full time and efforts
to the performance of his duties and shall spend no less than
forty (40) hours per week in said performance, vacations and sick
time excluded.
4. The Employee shall be entitled to four (4) weeks of
paid vacation to be determined by the mutual consent of the
Employee and the Company. The Employee's vacation time shall not
include attendance at company related functions, including
attendance of meetings and conventions.
5. The Employee shall be entitled to participate in the
Company's employee benefit insurance plan at the level
established commensurate with his position.
6. Employee covenants and agrees to perform the services
provided by this Agreement to the best of his ability using
accepted professional standards for a Vice-President of a
telecommunications company. The Employee shall not, without the
express prior written consent of the Company, directly or
indirectly, during the term of this Agreement, render services of
a similar nature to, or for, any person or firm for compensation;
or engage in any activity competitive with, and/or adverse to,
the Company's business or practice, whether alone, as a partner
or an officer, director, employee, or shareholder, of any other
corporation, or as a Trustee, fiduciary, or other representative
of any other activity. The making of passive and personal
investments shall not be prohibited hereunder.
7. The death or permanent disability of Employee shall
terminate this Agreement. The question of permanent disability
shall be determined by a qualified medical doctor selected by the
Company.
8. In addition to the salary to be paid to Employee
provided in Paragraph 1, the Company may pay a bonus to Employee
if, in the discretion of the Company, such bonus is determined to
be appropriate based on services rendered by Employee to the
Company.
9. Employee promises to preserve the confidentiality of
the Company's trade secrets, proprietary information, and
commercially useful confidential information learned through the
Employee's employment at the Company and to use all such
information only as necessary and appropriate for the Company's
legitimate business purposes. Employee promises to safeguard
against disclosing any such information without the prior written
consent of the Company.
10. Employee understands that any concepts, ideas,
intellectual property, trade secrets or proprietary information
developed by him while working under this Agreement shall be the
sole and exclusive property of the Company.
11. Both parties agree that the Employee may terminate his
employment during the term of this Agreement with or without
cause. Employee agrees to give written notice, of a minimum of
ninety (90) days, prior to any voluntary employee termination
during the term of this Agreement. In the event that the
Employee voluntarily chooses to terminate his employment, his
compensation and benefits shall close as of his last day of
employment consistent with Company policy and applicable Federal
and State laws.
12. Both parties agree that the Employee may be terminated
during the term of this Agreement only with cause.
13. Both parties agree that the Employee may be terminated
with "Cause". "Cause" shall be defined as any of the following:
an act or omission by the Employee constituting a material breach
by the Employee of this contract; theft of the Company's
property, trade secrets or proprietary information; being
intoxicated while on duty; failure or refusal to participate in
drug testing; dereliction in the performance of his duties;
unexplained absence from work; substantial breach of any of the
Company's policies; failure to implement or abide by the Equal
Opportunity Employment Commission's Directives; sexual
harassment; a determination by an authority having proper
jurisdiction that the Employee is adverse to the best interests
of the industry; or any violation of Local, State or Federal law.
In the event the Company terminates the Employee's employment
during the term of this Agreement for "Cause", as defined herein,
the Employee shall be entitled to no further compensation or
benefits consistent with State and Federal law.
14. In the event Employee's employment is terminated by the
Company without "Cause" as defined in this Agreement, then
Employee shall be entitled to receive a severance payment equal
to the compensation remaining under the terms of this Agreement,
minus any "bonus" payments. Said severance payment shall be paid
within five (5) days of Employee's termination. In the event
that there is a change in the majority ownership of either Hi-Rim
Communications, Inc., or Teletek, Inc., then the employee shall
be entitled to a One Hundred Thousand Dollars ($100,000.00) bonus
payment within ten (10) days of the change in said ownership.
Change in ownership shall include, but not be limited to, any
merger, acquisition, buy-out or sale of stock which materially
"changes" the ownership control of either corporation.
15. Employee acknowledges and agrees that Employee's sole
entitlement to compensation, payment of any kind, monetary or non-
monetary benefits and/or prerequisites with respect to his
employment, is expressly set forth in this Agreement.
16. This Agreement is drawn to be effective in and shall be
construed with the laws of the State of Nevada and, where
applicable, Federal law. Both parties consent to the exclusive
jurisdiction of the Eighth Judicial District, State Courts of
Nevada, in Xxxxx County, Nevada, in pursuing resolution of any
and all disputes arising out of this contract.
17. No amendment or variation of the terms of this
Agreement shall be valid unless made in writing and signed by
both parties. A waiver of any terms and conditions hereof shall
not be construed as a general waiver by the other party.
18. The terms and conditions of this Agreement shall apply
to, be binding upon, inure to the benefit of, and be enforceable
against, the parties hereto and their respective heirs, assigns,
successors, executives, personal representatives, administrators
and legal representatives, whether by will, merger, reverse
merger, consolidation, sale of stock or assets, operation of law,
or without limitation otherwise.
19. This contract has been prepared by Xxxxxxxx Law Firm,
Chtd., in its capacity as counsel for Teletek, Inc., and Hi-Rim
Communications, Inc. The Employee is urged to consult with
counsel of his own choosing with regards to the legal
ramifications of this contract.
HI-RIM COMMUNICATIONS, INC. EMPLOYEE
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
Xxxx Xxxxxxxx Xxxxx X. Xxxxxxx
Its: CHAIRMAN
Date: 1/26/96 Date: 1/26/96
CONTRACT FOR EMPLOYMENT
THIS AGREEMENT, entered into this day, by and between
Teletek Corporation, Inc. (hereinafter referred to as "Company"),
and Xxxx Xxxxxxxx (hereinafter referred to as "Employee"), for
and in consideration of the mutual covenants and agreements
herein set forth
W I T N E S S E T H :
1. Employee agrees to work for Company as a Director for a
period of three (3) years beginning February 1, 1996, for an
annual salary of Eighty Thousand Four Hundred Dollars
($80,400.00). It is agreed that this salary will be paid the
fifteenth (15th) of each month at the rate of Six Thousand Seven
Hundred Dollars ($6,700.00), but variation in the salary terms,
or time of payment, may be mutually agreed upon from time to time
between the parties hereto. Employee shall be entitled to a cost
of living increase of six percent (6%) commencing on February 1,
1997, and on each calendar year thereafter.
2. Duties of the Employee shall be such as are generally
performed by a Director of a telecommunications company. The
Employee shall devote the necessary time and effort to the
performance of his duties as in his sole discretion he deems fit.
3. Employee covenants and agrees to perform the services
provided by this Agreement to the best of his ability using
accepted professional standards for a Director of a
telecommunications company. The Employee shall not, without the
express prior written consent of the Company, directly or
indirectly, during the term of this Agreement, render services of
a similar nature to, or for, any person or firm for compensation;
or engage in any activity competitive with, and/or adverse to,
the Company's business or practice, whether alone, as a partner
or an officer, director, employee, or shareholder, of any other
corporation, or as a Trustee, fiduciary, or other representative
of any other activity. The making of passive and personal
investments shall not be prohibited hereunder.
4. The death or permanent disability of Employee shall
terminate this Agreement. The question of permanent disability
shall be determined by a qualified medical doctor selected by the
Company.
5. In addition to the salary to be paid to Employee
provided in Paragraph 1, the Company may pay a bonus to Employee
if, in the discretion of the Company, such bonus is determined to
be appropriate based on services rendered by Employee to the
Company.
6. Employee promises to preserve the confidentiality of
the Company's trade secrets, proprietary information, and
commercially useful confidential information learned through his
employment at the Company and to use all such information only as
necessary and appropriate
for the Company's legitimate business purposes. Employee
promises to safeguard against disclosing any such information
without the prior written consent of the Company.
7. Employee understands that any concepts, ideas,
intellectual property, trade secrets or proprietary information
developed by him while working under this Agreement shall be the
sole and exclusive property of the Company.
8. Both parties agree that the Employee may terminate his
employment during the term of this Agreement with or without
cause. Employee agrees to give written notice, of a minimum of
ninety (90) days, prior to any voluntary employee termination
during the term of this Agreement. In the event that the
Employee voluntarily chooses to terminate his employment, his
compensation and benefits shall close as of his last day of
employment consistent with Company policy and applicable Federal
and State laws.
9. Both parties agree that the Employee may be terminated
during the term of this Agreement only with cause.
10. Both parties agree that the Employee may be terminated
with "Cause". "Cause" shall be defined as any of the following:
an act or omission by the Employee constituting a material breach
by the Employee of this contract; theft of the Company's
property, trade secrets or proprietary information; being
intoxicated while on duty; failure or refusal to participate in
drug testing; dereliction in the performance of his duties;
unexplained absence from work; excess absence from work;
substantial breach of any of the Company's policies; failure to
implement or abide by the Equal Opportunity Employment
Commission's Directives; sexual harassment; a determination by an
authority having proper jurisdiction that the Employee is adverse
to the best interests of the industry; or any violation of Local,
State or Federal law. In the event the Company terminates the
Employee's employment during the term of this Agreement for
"Cause", as defined herein, the Employee shall be entitled to no
further compensation or benefits consistent with State and
Federal law.
11. In the event Employee's employment is terminated by the
Company, then Employee shall be entitled to receive a severance
payment equal to the compensation remaining under the terms of
this Agreement, minus any "bonus" payments. Said severance
payment shall be paid within five (5) days of Employee's
termination.
12. Employee acknowledges and agrees that Employee's sole
entitlement to compensation, payment of any kind, monetary or non-
monetary benefits and/or prerequisites with respect to his
employment, is expressly set forth in this Agreement.
13. This Agreement is drawn to be effective in and shall be
construed with the laws of the State of Nevada and, where
applicable, Federal law. Both parties consent to the exclusive
jurisdiction of the Eighth Judicial District, State Courts of
Nevada, in Xxxxx County, Nevada, in pursuing resolution of any
and all disputes arising out of this contract.
14. No amendment or variation of the terms of this
Agreement shall be valid unless made in writing and signed by
both parties. A waiver of any terms and conditions hereof shall
not be construed as a general waiver by the other party.
15. The terms and conditions of this Agreement shall apply
to, be binding upon, inure to the benefit of, and be enforceable
against, the parties hereto and their respective heirs, assigns,
successors, executives, personal representatives, administrators
and legal representatives, whether by will, merger, reverse
merger, consolidation, sale of stock or assets, operation of law,
or without limitation otherwise.
16. This contract has been prepared by Xxxxxxxx Law Firm,
Chtd., in its capacity as counsel for Teletek, Inc., and Hi-Rim
Communications, Inc. The Employee is urged to consult with
counsel of his own choosing with regards to the legal
ramifications of this contract.
TELETEK CORPORATION, INC. EMPLOYEE
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxx
(name) Xxxx Xxxxxxxx
Its: Board Member
(title)
Date: 1/27/96 Date: 1/27/96
By: /s/ Xxxxx Xxxxxxx
(name)
Its: Board Member
(title)
Date: 1/27/96
