EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made effective as of the 10th day of August, 2005 (the
"Effective Date"), by and between RoomLinX, Inc., a Nevada corporation with its
principal place of business at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000 (the "Company"), and Xxxxxxx Xxxxx (the "Employee"),
WITNESSETH:
WHEREAS, the Company desires to secure the employment of the Employee in
accordance with the provisions of this Agreement; and
WHEREAS, the Employee desires and is willing to accept employment with the
Company in accordance with the terms herein.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Term. The Company hereby agrees to employ the Employee, and the
Employee hereby agrees to serve the Company, pursuant to the terms and
conditions of this Agreement as Executive Vice President of the Wireless LAN
Division of the Company or in a similar relationship, for an initial term
commencing on the Effective Date hereof and expiring on the second anniversary
thereof (the "initial term"), unless sooner terminated in accordance with the
terms hereof.
2. Positions and Duties.
(a) Duties. The Employee's duties hereunder shall be those which
shall be prescribed from time to time by the Board of Directors of the Company
(the "Board of Directors") in accordance with the bylaws of the Company and
which customarily accompany the position of Executive Vice President of a
company of similar size and purpose. The Employee will hold such other executive
offices in the Company and its subsidiaries to which he may be elected,
appointed or assigned by the Board of Directors from time to time and will
discharge such executive duties in connection therewith. The Employee shall
devote his full working time, energy and skill (reasonable absences for
vacations and illness excepted) to the business of the Company as is necessary
in order to perform such duties faithfully, competently and diligently;
provided, however, that notwithstanding any provision in this Agreement to the
contrary, the Employee shall not be precluded from serving as chairman of the
Board of TRG Inc (or any affiliate thereof), devoting reasonable periods of time
required for serving as a member of boards of companies which have been approved
by the Board of Directors, or participating in non-business organizations so
long as such service, memberships or activities do not interfere with the
performance of the Employee's duties hereunder.
(b) Board Observation Rights. Notwithstanding anything contained
herein to the contrary, for so long as the Employee is employed by the Company,
the Company agrees that the Employee shall have the right to attend and observe
all regular and special meetings of the Board of Directors of the Company, to
receive notice of such regular and special meetings in the same manner as
members of the Board of Directors of the Company, and to receive copies of any
materials sent by the Company to members of the Board of Directors of the
Company (or committees thereof) in connection with such meetings; provided,
however, that so long as the Employee receives all notices provided for in this
Section 2(b), such observation and documentation rights shall not extend to
matters which, upon the advice of the Company's counsel, require that
participation be limited to Board members in order to preserve attorney-client
privilege or other comparable protection.
3. Compensation. During the term of this Agreement, the Employee shall
receive, for all services rendered to the Company hereunder, the following
(hereinafter referred to as "Compensation"):
(a) Base Salary. The Employee shall be paid an initial annual base
salary equal to $150,000 (the "Initial Salary"). The Employee's annual base
salary shall be payable in equal installments in accordance with the Company's
general salary payment policies but no less frequently than monthly. Such base
salary shall be reviewed, and any increases in the amount thereof shall be
determined, by the Board of Directors or a compensation committee formed by the
Board of Directors (the "Compensation Committee") at the end of each 12-month
period of employment during the term hereof. Such base salary may be decreased
only if done in conjunction with similar pro rata decreases in base salary for
other employees within the Company.
(b) Bonuses. The Employee shall be eligible to receive such bonuses,
if any, as the Board of Directors or Compensation Committee shall award to the
Employee. The Employee will be permitted to participate in any bonus plans made
generally available to employees of the Company. The Company will adopt and
institute a bonus plan for its employees on or before September 15, 2005. The
Employee will have the right to assist in the design and development of such
plan and to participate in such plan.
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(c) Automobile Allowance. Commencing on September 1, 2005, the
Company shall provide to the Employee a fixed automobile allowance of $600.00
per month to be used by Employee for automobile lease payments, insurance and
related taxes during the term of this Agreement. In addition, automobile
expenses incurred in connection with the performance of the Employee's duties
hereunder with respect to tolls, gasoline and automobile maintenance are the
responsibility of the Company and shall be paid by the Company.
(d) Incentive Compensation. The Employee shall be eligible for
awards from the Company's incentive compensation plans, including without
limitation any stock option plans, applicable to high level executive officers
of the Company or to key employees of the Company or its subsidiaries, in the
discretion of the Board of Directors or the Compensation Committee.
(e) Benefits. The Employee and his "dependents," as that term may be
defined under the applicable benefit plan(s) of the Company, shall be included,
to the extent eligible thereunder, in any and all plans, programs and policies
which provide benefits for employees and their dependents. Such plans, programs
and policies will include health care insurance, long-term disability plans,
life insurance, supplemental disability insurance, supplemental life insurance,
holidays and other similar or comparable benefits made available to the
Company's employees.
(f) Expenses. Subject to and in accordance with the Company's
policies and procedures, the Employee hereby is authorized to incur, and, upon
presentation of itemized accounts, shall be reimbursed by the Company for, any
and all reasonable business-related expenses, which expenses are incurred by the
Employee on behalf of the Company or any of its subsidiaries.
(g) Life Insurance. During the term of this Agreement, in addition
to the life insurance benefits provided to the Employee in paragraph 3(e) above,
the Company will maintain, at the Company's expense, term insurance upon the
Employee's life in the face amount of up to one million dollars ($1,000,000.00).
Such insurance will be payable to the beneficiary that the Employee shall
designate in writing to the Company, or in the absence of such designation, to
the Employee's estate.
4. Stock Options.
(a) Current Grant. The Company hereby grants to the Employee a stock
option (the "Option") which will be under the RoomLinX, Inc. Long-Term Incentive
Plan (the "Plan") for the purchase of an aggregate of 1,000,000 shares of common
stock of the Company at an option price equal to $0.026 per share. The Option
shall be exercisable ("vest") immediately upon the Effective Date. The Company
agrees to take all necessary actions to ensure that all shares issued upon the
Employee's exercise of this Option, or any portion thereof, shall be registered
pursuant to the securities laws of the United States and tradeable in accordance
with such laws. The Employee shall have a period of seven (7) years from the
Effective Date within which to exercise the Option.
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(b) Effect of Change in Control on Vesting. Upon a Change of Control, the
unvested portion of any equities granted to the Employee by the Company shall
immediately vest and become exercisable by the Employee. For purposes of this
Agreement, a "Change in Control" shall mean the occurrence of any of the
following:
(i) The acquisition by an individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership of any capital stock of the Company if, after such
acquisition, such Person beneficially owns (within the meaning of Rule 13d-3
promulgated under the Exchange Act) 30% or more of either (x) the
then-outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (y) the combined voting power of the then-outstanding
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this subsection (i), the following acquisitions shall not
constitute a Change in Control Event: (A) any acquisition directly from the
Company (excluding an acquisition pursuant to the exercise, conversion or
exchange of any security exercisable for, convertible into or exchangeable for
common stock or voting securities of the Company, unless the Person exercising,
converting or exchanging such security acquired such security directly from the
Company or an underwriter or agent of the Company), (B) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, (C) any acquisition relating to
the previously announced business combination with Digital Internet Services
Corporation or (D) any acquisition by any corporation pursuant to a Business
Combination (as defined below) which complies with clauses (x) and (y) of
subsection (iii) of this definition; or
(ii) Such time as the Continuing Directors (as defined below)
do not constitute a majority of the Board of Directors (or, if applicable, the
board of directors of a successor corporation to the Company), where the term
"Continuing Director" means at any date a member of the Board of Directors (x)
who was a member of the Board of Directors on the date of the initial adoption
of this Agreement by the Board of Directors or (y) who was nominated or elected
subsequent to such date by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election or whose
election to the Board of Directors was recommended or endorsed by at least a
majority of the directors who were Continuing Directors at the time of such
nomination or election; provided, however, that there shall be excluded from
this clause (y) any individual whose initial assumption of office occurred as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents, by or on behalf of a person other than the Board of Directors; or
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(iii) The consummation of a merger, consolidation,
reorganization, recapitalization or share exchange involving the Company or a
sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), unless, immediately following such Business
Combination, each of the following two conditions is satisfied: (x) all or
substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the then-outstanding shares of common
stock and the combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors, respectively, of the resulting
or acquiring corporation or other form of entity in such Business Combination
(which shall include, without limitation, a corporation which as a result of
such transaction owns the Company or substantially all of the Company's assets
either directly or through one or more subsidiaries) (such resulting or
acquiring corporation or entity is referred to herein as the "Acquiring
Corporation") in substantially the same proportions as their ownership of the
Outstanding Company Common Stock and Outstanding Company Voting Securities,
respectively, immediately prior to such Business Combination and (y) no Person
(excluding the Acquiring Corporation or any employee benefit plan (or related
trust) maintained or sponsored by the Company or by the Acquiring Corporation)
beneficially owns, directly or indirectly, 30% or more of the then-outstanding
shares of common stock of the Acquiring Corporation, or of the combined voting
power of the then-outstanding securities of such corporation entitled to vote
generally in the election of directors (except to the extent that such ownership
existed prior to the Business Combination).
5. Absences. The Employee shall be entitled to no less than four (4) weeks
of paid vacation per calendar year. Absences because of illness or other
incapacity, and such other absences, whether for holiday, personal time, or for
any other purpose, shall be governed by the Company's procedures and policies,
as same may be amended from time to time.
6. Termination. In addition to the events of termination and expiration of
this Agreement provided for in Section 1 hereof, the Employee's employment
hereunder may be terminated only as follows:
(a) Without Cause. The Company may terminate the Employee's
employment hereunder without Cause only upon action by the Board of Directors,
and upon no less than sixty (60) days prior written notice to the Employee. The
Employee may terminate employment hereunder without Cause upon no less than
sixty (60) days prior written notice to the Company.
(b) For Cause, by the Company. The Company may terminate the
Employee's employment hereunder for Cause immediately and with prompt notice to
the Employee. Cause shall be determined by the Board of Directors only after
having given the Employee a sufficient opportunity to be heard. "Cause" for
termination shall include only the following conduct of the Employee:
(i) Material breach of any provision of this Agreement by the
Employee, which breach shall not have been cured by the Employee within sixty
(60) days of receipt of written notice of said breach;
(ii) Gross Misconduct as an employee of the Company, including
but not limited to (y) misappropriating any funds or property of the Company and
(z) attempting to willfully obtain any personal profit from any transaction in
which the Employee has an interest which is adverse to the interests of the
Company;
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(iii) Continuing unreasonable refusal to perform the material
duties assigned to the Employee under or pursuant to this Agreement;
(iv) Conviction of a felony (including pleading guilty or no
contest to a felony); or
(v) Any other act or omission involving wrongful conduct by
the Employee and which subjects the Company or any of its subsidiaries to
material adverse consequences which were, or which reasonably should have been,
foreseen by the Employee at the time of such act or omission.
(c) For Good Reason by Employee. The Employee may terminate
employment hereunder for Good Reason immediately and with prompt notice to the
Company. "Good Reason" for termination by the Employee shall include the
following conduct of the Company:
(i) Material breach of any provision of this Agreement by the
Company, which breach shall not have been cured by the Company within sixty (60)
days of receipt of written notice of said breach (changes in base salary
pursuant to Section 3(a) hereof shall not constitute Good Reason);
(ii) Failure to maintain the Employee in a position
commensurate with that referred to in Section 1 hereof;
(iii) Failure to provide board observation rights pursuant to
Section 2(b) hereof; (iv) Requirement, without the Employee's written consent,
that the Employee relocate his office outside of Colorado.
(d) Death. The period of active employment of the Employee hereunder
shall terminate automatically in the event of his death.
(e) Disability. In the event that the Employee shall be unable to
perform duties hereunder for a period of one hundred eighty (180) consecutive
calendar days or one hundred eighty (180) work days within any 360 consecutive
calendar days, by reason of disability as a result of illness, accident or other
physical or mental incapacity or disability, the Company may, in its discretion,
by giving written notice to the Employee, terminate the Employee's employment
hereunder as long as the Employee is still disabled on the effective date of
such termination.
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(e) Mutual Agreement. This Agreement may be terminated at any time
by mutual agreement of the Employee and the Company.
7. Compensation in the Event of Termination. In the event that the
Employee's employment pursuant to this Agreement terminates prior to the end of
the term of this Agreement, the Company shall pay the Employee compensation as
set forth below:
(a) By Employee for Good Reason; By Company Without Cause. In the
event that the Employee's employment hereunder is terminated by the Employee for
Good Reason pursuant to Section 6(c) hereof, by the Company without Cause
pursuant to Section 6(a) hereof, or if the Company chooses not to renew the
Agreement at the end of the Initial Term, then:
(i) The Company shall continue to pay to the Employee his
annual base salary and all other compensation and benefits provided for in
Section 3 hereof (except those benefits which the Company may not properly
provide, pursuant to applicable Company benefit plan, policy or law) in the same
manner as before termination, for a period of six months from the date of
termination (the "Severance Period"). The payments during the Severance Period
shall not be offset by any income or payments the Employee receives from sources
other than the Company. To the extent the Employee receives any medical or
health benefits pursuant to this section, such benefits shall be provided as a
reimbursement (or direct payment at the sole election of the Company) to the
Employee of payments made pursuant to an election to continue benefits under
COBRA.
(ii) The unvested portion of any equities previously granted
to the Employee shall immediately vest and become exercisable by the Employee,
in accordance with their terms.
(iii) The payments, rights and entitlements described in
Section 6(a)(i) hereof, if any, shall only be made if the Employee shall first
have executed and delivered to the Company a release with respect to his
employment hereunder and the termination of such employment.
(b) By Company Upon Termination of Agreement Due to Employee's Death
or Disability. In the event of the Employee's death or if the Company shall
terminate the Employee's employment hereunder for disability pursuant to Section
6(e) hereof then:
(i) The Company shall continue to pay the base salary payable
hereunder at the then current rate for six months after the termination of
employment to the Employee or his personal representative, as applicable;
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(ii) In the event of a termination pursuant to Section 6(e)
hereof, if eligible, Employee shall be entitled to benefits under any salaried
long-term disability plan of the Company covering the Employee then in effect;
and
(iii) All other compensation and benefits provided for in
Section 3 of this Agreement shall cease upon such termination.
(c) By Company For Cause or By Employee Without Good Reason. In the
event that: (i) the Company shall terminate the Employee's employment hereunder
for Cause pursuant to Section 6(b) hereof; or (ii) the Employee shall terminate
employment hereunder without "Good Reason" as defined in Section 6(c) hereof,
then the Employee's rights hereunder shall cease as of the effective date of the
termination, including, without limitation, the right to receive the Base Salary
and all other compensation or benefits provided for in this Agreement, except
that the Company shall pay the Employee salary and other Compensation which may
have been earned and is due and payable but which has not been paid as of the
date of termination.
8. Effect of Termination. In the event of expiration or early termination
of this Agreement as provided herein, neither the Company nor the Employee shall
have any remaining duties or obligations hereunder except that:
(a) The Company shall:
(i) Pay the Employee's accrued salary and any other accrued
benefits under Section 3 hereof;
(ii) Reimburse the Employee for expenses already incurred in
accordance with Section 3(e) hereof;
(iii) To the extent required by law, pay or otherwise provide
for any benefits, payments or continuation or conversion rights in accordance
with the provisions of any benefit plan of which the Employee or any of his
dependents is or was a participant; and
(iv) Pay the Employee or his beneficiaries any compensation
due pursuant to Section 6 hereof; and
(b) The Employee shall remain bound by the terms of Sections 9, 10
and 11 hereof.
9. Restrictive Covenant.
(a) The Employee acknowledges and agrees that he has access to
secret and confidential information of the Company and its subsidiaries and that
the following restrictive covenant is necessary to protect the interests and
continued success of the Company. Except as otherwise expressly consented to in
writing by the Company, until the termination of this Agreement and thereafter
for six (6) months (the "Restricted Period"), the Employee shall not, directly
or indirectly, acting as an employee, owner, shareholder, partner, joint
venturer, officer, director, agent, salesperson, consultant, advisor, investor
or principal of any corporation or other business entity:
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(i) engage, in any state or territory of the United States of
America or other country where the Company is actively doing business
(determined as of the date this Agreement terminates), in direct or indirect
competition with the Company's business of providing (A) broadband high-speed
wireless Internet connectivity to hotels, convention centers, corporate
apartments, and college campuses or (B) fixed wireless services, provided that
clause (B) shall be inapplicable if, as of the date this Agreement terminates,
the Company is neither engaged in providing fixed wireless services nor in the
process of negotiating or consummating the acquisition of a fixed wireless
services business or, if it is not engaged in providing such services but is in
the process of negotiating or consummating the acquisition of a fixed wireless
services business as of the date this Agreement terminates, clause (B) shall be
inapplicable if the Company ceases to actively pursue such negotiations or such
acquisition as of the thirtieth day after this Agreement terminates;
(ii) solicit, on behalf of any entity which may be competitive
with the Company, any present customer or supplier of the Company or any
potential customer to whom the Company has sent a bid or quote or from whom the
Company has received a request for a proposal during the three months
immediately prior to such solicitation, or request or otherwise attempt to
induce or influence, directly or indirectly, any present customer or supplier of
the Company, or other persons sharing a business relationship with the Company,
to cancel, limit or postpone their business with the Company; or
(iii) solicit for employment, directly or indirectly, or
induce or actively attempt to influence, any employee of the Company, to
terminate his or her employment with the Company.
(b) If the Employee violates any of the restrictions contained in
Section 9(a) above, the Restricted Period shall be increased by the period of
time from the commencement of any such violation until the time such violation
shall be cured by the Employee to the satisfaction of the Company, and the
Company may withhold any and all payments, except salary, otherwise due and
owing to the Employee under this Agreement.
(c) In the event that either the geographical area or the Restricted
Period set forth in Section 9(a) of this Agreement is deemed to be unreasonably
restrictive in any court proceeding, the court may reduce such geographical area
and Restricted Period to the extent which it deems reasonable under the
circumstances.
(d) Nothing in this Section 9, whether express or implied, shall
prevent the Employee from being a holder of securities of a company whose
securities are registered under Section 12 of the Securities Exchange Act of
1934, as amended, or any privately held company; provided, however, that during
the term of this agreement, and with respect to any company which may be deemed
to directly or indirectly compete with the business conducted by the Company or
with the activities which the Company plans to conduct, the Employee holds of
record and beneficially less than one percent (1%) of the votes eligible to be
cast generally by holders of securities of such company for the election of
directors.
The Employee acknowledges and agrees that in the event of a breach of the
provisions of this Section 9 by Employee the Company may suffer irreparable harm
and therefore, the Company shall be entitled, to the extent permissible by law
to obtain immediate injunctive relief restraining the Employee from conduct in
breach of the covenants contained in this Section 9. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies available
to it for such breach or threatened breach, including the recovery of damages
from the Employee.
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10. Proprietary Information.
(a) The Employee agrees that all information, whether or not in
writing, of a confidential nature concerning the Company's business or financial
affairs (collectively, "Proprietary Information") is and shall be the exclusive
property of the Company. By way of illustration, but not limitation, Proprietary
Information may include inventions, products, processes, methods, techniques,
formulas, compositions, compounds, projects, developments, plans, research data,
clinical data, financial data, personnel data, computer programs, and customer
and supplier lists. The Employee will not disclose any Proprietary Information
to others outside the Company or use the same for any unauthorized purposes
without written approval by an officer of the Company, either during or after
his employment, unless and until such Proprietary Information has become public
knowledge without fault by the Employee.
(b) The Employee agrees that all files, letters, memoranda, reports,
records, data, sketches, drawings, laboratory notebooks, program listings, or
other written, photographic, or other tangible material containing Proprietary
Information, whether created by the Employee or others, which shall come into
his custody or possession, shall be and are the exclusive property of the
Company to be used by the Employee only in the performance of his duties for the
Company.
(c) The Employee agrees that his obligation not to disclose or use
information, know-how and records of the types set forth in paragraphs (a) and
(b) above, also extends to such types of information, know-how, records and
tangible property of customers of the Company or suppliers to the Company or
other third parties who may have disclosed or entrusted the same to the Company
or to the Employee in the course of the Company's business.
11. Developments.
(a) The Employee will make full and prompt disclosure to the Company
of all inventions, improvements, discoveries, methods, developments, software,
and works of authorship, whether patentable or not, which are created, made,
conceived or reduced to practice by the Employee or under his direction or
jointly with others during his employment by the Company, which are related to
the business of the Company, whether or not during normal working hours or on
the premises of the Company (all of which are collectively referred to in this
Agreement as "Developments").
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(b) The Employee agrees to assign and does hereby assign to the
Company (or any person or entity designated by the Company) all his right, title
and interest in and to all Developments and all related patents, patent
applications, copyrights and copyright applications. However, this Section 11(b)
shall not apply to Developments which meet each of the following criteria: (i)
they do not relate to the present or planned business or research and
development of the Company; and (ii) they are made and conceived by the Employee
not during normal working hours, not on the Company's premises and not using the
Company's Proprietary Information.
(c) The Employee agrees to cooperate fully with the Company, both
during and after his employment with the Company, with respect to the
procurement, maintenance and enforcement of copyrights and patents (both in the
United States and foreign countries) relating to Developments. Employee shall
sign all papers, including, without limitation, copyright applications, patent
applications, declarations, oaths, formal assignments, assignment of priority
rights, and powers of attorney, which the Company may deem necessary or
desirable in order to protect its rights and interests in any Development.
12. Gross-Up for Excise Tax. If it shall be determined that any payment or
distribution by the Company to or for the benefit of Employee (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise) (a "Payment") would be subject to an excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the "Excise Tax"), the
Company shall pay to the Employee (a "Gross-Up Payment") an amount such that
after payment by the Employee of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any taxes
imposed upon the Gross-Up Payment, the Employee retains an amount of the
Gross-Up Payment equal to the amount of the Excise Tax imposed upon the
Payments. The Employee undertakes and agrees that he will notify the Board of
Directors immediately if he is contacted or notified by any taxing authority
that it will be doing any of the following: (i) reviewing the Agreement; (ii)
reviewing whether any Excise Tax is to be imposed upon the Employee in relation
to this Agreement; or (iii) imposing an Excise Tax on the Employee in relation
to this Agreement.
13. Indemnification and Directors and Officers Liability Insurance.
(a) The Company will use its commercially reasonable best efforts to
obtain, within 120 days of the date of this Agreement, and to maintain during
the term of this Agreement, commercially reasonable directors and officers
liability insurance in a face amount of no less than $3,000,000 or such other
amount as may be determined by the Board of Directors of the Company, upon which
the Employee shall be a named insured.
(b) Both during and after the conclusion of the Employee's
employment with the Company, the Company agrees to indemnify the Employee to the
fullest extent permitted by applicable law, including but not limited to,
whenever permitted by law, the advancement and reimbursement of expenses and
costs incurred by the Employee, for all actions related to the Employee's
employment with the Company or his role(s) as an officer, director or agent of
the Company or any of its affiliates.
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14. No Conflicts. The Employee has represented and hereby represents to
the Company that the execution, delivery and performance by the Employee of this
Agreement do not conflict with or result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default under any
contract, agreement or understanding, whether oral or written, to which the
Employee is a party or of which the Employee is or should be aware and that
there are no restrictions, covenants, agreements or limitations on his right or
ability to enter into and perform the terms of this Agreement, and agrees to
save the Company harmless from any liability, cost or expense, including
attorney's fees, based upon or arising out of any such restrictions, covenants,
agreements, or limitations that may be found to exist.
15. Waiver. The waiver by a party hereto of any breach by the other party
hereto of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by a party hereto.
16. Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company, and the Company shall be
obligated to require any successor to expressly assume its obligations
hereunder. This Agreement shall inure to the benefit of and be enforceable by
the Employee or his legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. The Employee may not
assign any of his duties, responsibilities, obligations or positions hereunder
to any person and any such purported assignment by him shall be void and of no
force and effect.
17. Notices. Any notices required or permitted to be given under this
Agreement shall be sufficient if in writing, and if personally delivered or when
sent by first class certified or registered mail, postage prepaid, return
receipt requested--in the case of the Employee, to his residence address as set
forth in the Company's records, and in the case of the Company, to the address
of its principal place of business, in care of the Board of Directors--or to
such other person or at such other address with respect to each party as such
party shall notify the other in writing.
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18. Construction of Agreement.
(a) Governing Law. This Agreement shall be governed by and its
provisions construed and enforced in accordance with the internal laws of the
State of New Jersey without reference to its principles regarding conflicts of
law.
(b) Severability. In the event that any one or more of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
(c) Headings. The descriptive headings of the several paragraphs of
this Agreement are inserted for convenience of reference only and shall not
constitute a part of this Agreement.
19. Entire Agreement. This Agreement contains the entire agreement
of the parties concerning the Employee's employment and all promises,
representations, understandings, arrangements and prior agreements on such
subject are merged herein and superseded hereby. The provisions of this
Agreement may not be amended, modified, repealed, waived, extended or discharged
except by an agreement in writing signed by the party against whom enforcement
of any amendment, modification, repeal, waiver, extension or discharge is
sought. No person acting other than pursuant to a resolution of the Board of
Directors shall have authority on behalf of the Company to agree to amend,
modify, repeal, waive, extend or discharge any provision of this Agreement or
anything in reference thereto or to exercise any of the Company's rights to
terminate or to fail to extend this Agreement.
20. Authority. Each party has all requisite power and authority to
enter into this Agreement. The execution and delivery of this Agreement and the
employment of the Employee contemplated hereby have been duly authorized by all
necessary action on the part of such party. This Agreement has been duly and
validly executed and delivered by such party and, assuming the due
authorization, execution and delivery hereof by the other signatory hereto,
constitutes the valid and binding obligation of such party, enforceable against
such party in accordance with its terms.
21. Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original, but which together shall constitute
one and the same instrument.
[INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and attested by its duly authorized officers, and the Employee has set his hand,
all as of the day and year first above written.
COMPANY:
ROOMLINX, INC.
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------
Xxxxx Xxxxxxxxx
Chief Executive Officer
EMPLOYEE
/s/ Xxxxxxx Xxxxx
-----------------------------
Xxxxxxx Xxxxx
SIGNATURE PAGE OF THE XXXXX EMPLOYMENT AGREEMENT
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