EXHIBIT 10.18
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
effective as of the 12th day of August, 2005, by and between ERF Enterprise
Network Services, Inc., (the "Company"), ERF Wireless, Inc. (the "Parent"), and
J. Xxxxx Xxxxx (the "Executive").
WHEREAS, the Company desires to retain the services of Executive as
President of ERF Enterprise Network Services Inc. and any successor corporation,
and/or other duties as may be determined by the CEO of the Company and the
Executive desires to render such services on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. EMPLOYMENT TERM. The Company employs the Executive and the Executive accepts
employment by the Company, upon the terms and subject to the conditions set
forth in this Agreement, as of the effective date of this agreement and will
continue in effect until it is terminated pursuant to the terms of this
Agreement by either Company or Employee.
2. MANAGEMENT OF THE COMPANY. The Executive shall devote the Executive's full
time, best efforts, attention and skill to, and shall perform faithfully,
loyally and efficiently the Executive's duties at the Company's Taylor Texas
Facility. Company, however, recognizes that Executive may be engaged in other
non-conflicting passive business investments and in community activities
unrelated to his duties under this Agreement that will require some portion of
his time outside of the normal business day or during personal time off, and
Company hereby consents to Executive's attention to such other activities so
long as such activities (a) do not hinder Executive's ability to perform his
duties under this Agreement and (b) do not represent a conflict of interest or a
competitive activity in contravention of the agreements contained herein.
Further, the Executive will punctually and faithfully perform and observe any
and all rules and regulations which the Company may now or shall hereafter
reasonably establish governing the Executive's conduct and the conduct of the
Company's business which are consistent with this Agreement. The Company shall
vest in the Executive, authority that may reasonably be necessary in the
performance of his duties, or as may be consistent, customary or commensurate
with the position
3. COMPENSATION. In consideration of the services rendered to the Company by the
Executive, the Company shall pay the Executive a base salary at the annual rate
of $150,000 (the "Base Salary"). The Salary shall be payable in accordance with
the normal payroll practices of the Company then in effect. The Salary, and all
other forms of compensation paid to the Executive hereunder, shall be subject to
all applicable taxes required to be withheld by the Company pursuant to federal,
state or local law. The Executive shall be solely responsible for income taxes
imposed on the Executive by reasons of any cash or non-cash compensation and
benefits provided by this Agreement. The Executive may elect to receive any
portion of his salary in the form of company common stock or options valued at
the time that the compensation would have been paid had it been paid in cash.
BENEFITS. In addition to the Salary, during the Employment Term, the
Executive shall be entitled to: all Company holidays, and paid vacation or
personal time off of (4) four weeks per annum and other benefits in accordance
with the standard policies and procedures of the Company. The Executive shall
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arrange for vacations in advance at such time or times as shall be mutually
agreeable to the Executive and the Company's Board of Directors. The Executive
may; (i) not receive pay in lieu of vacation; (ii) participate in all employee
benefit plans and/or arrangements adopted by the Company relating to pensions,
hospital, medical, dental, disability and life insurance, deferred salary and
savings plans, and other similar employee benefit plans or arrangements to the
extent that the Executive meets the eligibility requirements for any such plan
as in effect from time to time; (iii) receive payment by the Company directly,
or reimbursement by the Company for, reasonable and customary business and
out-of-pocket expenses incurred by the Executive in connection with the
performance by the Executive of the Executive's duties under this Agreement in
accordance with the Company's policies and practices for reimbursement of such
expenses, as in effect from time to time, including, without limitation,
reasonable and necessary travel, lodging, entertainment and meals incurred by
the Executive in furtherance of the Company's business and at the Company's
request.
INCENTIVES. In addition to the payment of Base Salary, the Company
hereby grants to the Executive, upon notification of both the Company and Parent
by Executive of a vesting event, an incentive to maximize the potential of the
Company and Parent, in the form of non-qualified stock options (the "Stock
Options") to purchase common stock of the Parent Company. All options shall
contain a cashless conversion feature as well as standard anti-dilution
provisions. The Executive must provide proof to the Company and Parent that the
terms of the vesting have been met to activate the vesting of the incentive. The
Parent will issue the incentive within one week of receipt of such proof of
vesting as provided by the Executive in writing to the CEO of Company and CEO of
Parent. Any incentives not activated by Executive within one year of the vesting
event will lapse and cannot be activated. All payments of incentives by Parent
will become an expense to Company for accounting purposes. The terms relating to
these incentives are as follows:
Each Stock Option incentive provides the Executive with the right to
purchase one share of the Parent's common stock. The option price of
the Parent's common stock will be at the average closing price per
share of the Parent common stock for the five trading days just prior
to the day this Employment Contract is signed. The Stock Options are
non-transferable (except to members of Executive's immediate family or
a trust establishment for his benefit or for the benefit of Executive's
immediate family), qualify for vesting as set forth below, and expire
at the close of business on July 30, 2008. All underlying shares of all
options shall bear piggyback registration rights, after vesting, at the
option of the Executive.
Qualifications For Vesting. The Stock Options shall have the right to
be activated for cumulative vesting by the Executive for all events
meeting the qualifications for vesting requirements shown below after
the Executive, Parent, and Company has entered into this Employment
Contract as follows,
35,000 Options qualify the first year the annual revenue of the Company
exceeds $3,000,000 plus
50,000 Options qualify the first year the annual revenue of the Company
exceeds $6,000,000 plus
75,000 Options qualify the first year the annual revenue of the Company
exceeds $12,000,000 plus
100,000 Options qualify the first year the annual revenue of the
Company exceeds $20,000,000 plus
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35,000 Options qualify each year when the adjusted annual EBIDTA of the
Company exceeds $500,000 plus
50,000 Options qualify each year when the adjusted annual EBIDTA of the
Company exceeds $1,000,000 plus
75,000 Options qualify each year when the adjusted annual EBIDTA of the
Company exceeds $2,000,000 plus
100,000 Options qualify each year when the adjusted annual EBIDTA of
the Company exceeds $3,000,000
4. TERMINATION OF EMPLOYMENT. The Executive's employment hereunder shall
terminate upon the earliest to occur of any the following events, on the dates
and at the times specified below:
(i) On the close of business thirty (30) months from the effective date
of this Agreement (the "Expiration Date") provided Company provides Executive at
least 30 days prior written notice of its intention not to renew the Agreement.
If no written notice is sent prior to expiration of the initial term, then this
Agreement shall continue in effect until 30 days prior written notice to
terminate has been delivered;
(ii) the close of business on the date of the Executive's death
("Death");
(iii) the close of business on the Termination Date (as defined below)
specified in the Notice of Termination (defined below) which the Company shall
have delivered to the Executive due to the Executive's Disability. "Disability"
shall mean if (i) the Executive is absent from work for 30 business days in any
twelve-month period by reason of illness or incapacity (whether physical or
otherwise) or (ii) the Company reasonably determines that the Executive is
unable to perform his duties, services and responsibilities by reason of illness
or incapacity (whether physical or otherwise) for a total of 30 business days in
any twelve-month period during the Employment Term. The Executive agrees, in the
event of any dispute under this Paragraph, and after receipt by the Executive of
such Notice of Termination from the Company, to submit to a physical examination
by a licensed physician selected by the Company. The Executive may seek a second
opinion from a licensed physician acceptable to the Company. If the results of
the first examination and the second examination are different, a licensed
physician selected by the physicians who have performed the first and second
examinations shall perform a third physical examination of the Executive, the
result of which shall be determinative for purposes of this Section;
(iv) the close of business on the Resignation Date specified in the
Notice of Resignation which the Executive shall have delivered to the Company to
resign from his employment ("Resignation");
(v) the close of business on the Termination Date specified in the
Notice of Termination which the Company shall have delivered to the Executive to
terminate the Executive's employment for Cause. "Cause" as used herein means
termination based on (i) the Executive's material breach of this Agreement; (ii)
conviction of the Executive for (a) any crime constituting a felony in the
jurisdiction in which committed, (b) any crime involving moral turpitude
(whether or not a felony), or (c) any other criminal act against the Company
involving dishonesty or willful misconduct intended to injure the Company
(whether or not a felony), (iii) criminal substance abuse by the Executive, (iv)
the failure or refusal of the Executive to follow one or more lawful and proper
directives of Board of Directors of the Company delivered to the Executive in
writing, or (v) willful malfeasance or gross misconduct by the Executive which
discredits or damages the Company; or (i) the breach of any Employee Covenants
as defined in this Agreement.
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Any purported termination by the Company or the resignation by the
Executive (other than a reason of Death or on the Expiration Date) shall be
communicated by written Notice of Termination (or Notice of Resignation) to the
other. As used herein, the term "Notice of Termination" shall means a notice
which indicates the specific termination provision in this Agreement relied upon
and sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated. After Executive receives a Notice of Termination, the
Executive shall continue to be available to the Company on a part-time basis at
reasonable and customary hourly rates to assist in the necessary transition. The
term "Notice of Resignation" shall mean a notice which indicates the Executive's
voluntary resignation from his employment. After Company receives a Notice of
Resignation, the Executive shall continue to be available to the Company on a
part-time basis at reasonable and customary hourly rates to assist in the
necessary transition.
As used herein, the term "Termination Date" shall mean (i) in the case
of Death, the date of the Executive's death, (ii) in the case of expiration of
the term hereof, the Expiration Date, or (iii) in all other cases, the date
specified in the Notice of Termination. "Resignation Date" shall mean the date
specified in the Resignation Notice.
5. RESULTS OF TERMINATION.
a. TERMINATION UPON DEATH OR DISABILITY OF THE EXECUTIVE: If Executive
dies or becomes Disabled during the term of this Agreement, this
Agreement shall immediately terminate. and neither the Executive nor
the Company shall have any further obligations hereunder, except that
(i) the Company shall continue to pay the Executive for any accrued
unpaid salary and/or accrued benefits, (ii) the Company shall pay any
un-reimbursed expenses owed to the Executive as of the Termination
Date.
b. RESIGNATION BY THE EXECUTIVE. The Executive may at any time resign
from his employment by giving 60 days' prior written notice. This
Agreement shall terminate on the date cited in the Notice of
Resignation and neither the Executive nor the Company shall have any
further obligations hereunder, except that employee is bound by the
covenants described in paragraph 6 of this Agreement and that the
Company shall continue to pay the Executive for any accrued unpaid
salary, accrued benefits, and/or un-reimbursed expenses owed to the
Executive as of the effective Resignation Date. At its option, the
Company shall have the right upon receipt of the 60 days' prior written
Notice of Termination to pay the Executive two (2) months' compensation
at his then applicable rate, together with any other accrued and unpaid
amount, and request that the Executive depart the Company promptly in
an orderly, professional manner.
c. TERMINATION BY COMPANY FOR CAUSE: The Company shall have the right
at any time to terminate the Executive's employment immediately for
Cause, as defined herein. If the employment is so terminated, the
Company will pay any accrued and unpaid amount then owing for salary,
benefits and/or expenses, and shall have the right, upon such payment,
to request that the Executive depart the Company promptly in an
orderly, professional manner.
d TERMINATION BY COMPANY WITHOUT CAUSE. Upon termination of this
Agreement by Company without Cause, Executive shall receive (i) one
year salary paid monthly; (ii) a one year look forward vesting
privileges on all incentives.
6. EMPLOYEE COVENANTS.
TRADE SECRETS AND PROPRIETARY INFORMATION. The Executive agrees and
understands that due to the Executive's position with the Company, the Executive
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will be exposed to, and has received and will receive, confidential and
proprietary information of the Company or relating to the Company's business or
affairs collectively, the "Trade Secrets"), including but not limited to
technical information, product information and formulae, processes, business and
marketing plans, strategies, customer information, other information concerning
the Company's products, promotions, development, financing, expansion plans,
business policies and practices and other forms of information considered by the
Company to be proprietary and confidential and in the nature of trade secrets.
Trade Secrets shall not include any such information which (A) was known to the
Executive prior to his employment by the Company or (B) was or becomes generally
available to the public other than as a result of a disclosure by the Executive
in violation of the provisions of this Section. Except to the extent that the
proper performance of the Executive's duties, services and responsibilities
hereunder may require disclosure, the Executive agrees that during the
Employment Term and at all times thereafter the Executive will keep such Trade
Secrets confidential and will not disclose such information, either directly or
indirectly, to any third person or entity without the prior written consent of
the Company. This confidentiality covenant has no temporal, geographical or
territorial restriction. On the Termination Date (unless the Executive remains
as an employee of the Company thereafter in which case, on the date which the
Executive is no longer an employee of the Company), the Executive will promptly
supply to the Company all property, keys, notes, memoranda, writings, lists,
files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data, formulae or any other tangible product or
document which has been produced by, received by or otherwise submitted to and
retained by the Executive in the course of his employment with the Company. Any
material breach of the terms of this paragraph shall be considered Cause.
PROHIBITED AND COMPETITIVE ACTIVITIES. The Executive and the Company
recognize that due to the nature of the Executive's engagement hereunder and the
relationship of the Executive to the Company, the Executive has had and will
have access to, has had and will acquire, and has assisted and may continue to
assist in, developing confidential and proprietary information relating to the
business and operations of the Company and its affiliates, including, without
limitation, Trade Secrets. The Executive acknowledges that such information has
been and will be of central importance to the business of the Company and its
affiliates and that disclosure of it to, or its use by, others (including,
without limitation, the Executive (other than with respect to the Company's
business and affairs) could cause substantial loss to the Company.
The Executive and the Company also recognize that an important part of
the Executive's duties will be to develop goodwill for the Company and its
affiliates through the Executive's personal contact with Clients (as defined
below), employees, and others having business relationships with the Company,
and that there is a danger that this good will, a proprietary asset of the
Company, may follow the Executive if and when the Executive's relationship with
the Company is terminated. The Executive accordingly agrees as follows:
(i) Prohibited Activities. The Executive agrees that (A) the Executive
will not at any time during the Employment Term (other than in the course of the
Executive's employment) disclose or furnish to any other person or, directly or
indirectly, use for the Executive's own account or the account of any other
person, any Trade Secrets, no matter from where or in what manner he may have
acquired such Trade Secrets, and the Executive shall retain all such Trade
Secrets in trust for the benefit of the Company, its affiliates and the
successors and assigns of any of them, (B) within one year of Executive's
departure from Company, directly or through one or more intermediaries, solicit
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for employment or recommend to any subsequent employer of the Executive the
solicitation for employment of, any person who, at the time of such
solicitation, is employed by the Company or any affiliate, (C) within one year
of Executive's departure from Company, directly or indirectly, whether for the
Executive's own account or for the account of any other person, solicit, divert,
or endeavor to entice away from the Company or any entity controlled by the
Company, or otherwise engage in any activity intended to terminate, disrupt, or
interfere with, the Company's or any of its affiliates' relationships with,
Clients, or otherwise adversely affect the Company's or any of its affiliates'
relationships with Clients or other business relationships of the Company or any
affiliate thereof, or (D) publish or make any statement critical of the Company
or any shareholder or affiliate of the Company or in any way adversely affect or
otherwise malign the business or reputation of any of the foregoing persons (any
activity described in clause (A), (B), (C) or (D) of this Section being referred
to as a Prohibited Activity"); provided, however, that if in the written opinion
of Counsel, the Executive is legally compelled to disclose Trade Secrets to any
tribunal or else stand liable for contempt or suffer other similar censure or
penalty, then the disclosure to such tribunal of only those Trade Secrets which
such counsel advises in writing are legally required to be disclosed shall not
constitute a Prohibited Activity provided that the Executive shall give the
Company as much advance notice of such disclosure as is reasonably practicable.
As used herein, the term "Clients" shall mean those persons who, at any time
during the Executive's course of employment with the Company (including, without
limitation, prior to the date of this Agreement) are or were clients or
customers of the Company, or any affiliate thereof, or any predecessor of any of
the foregoing.
(ii) Non-Competition. By and in consideration of the Company's entering
into this Agreement, the Executive agrees that the Executive will not, during
the Employment Term and for a period of one year afterward, engage in any
Competitive Activity. The term "Competitive Activity" means engaging in any of
the following activities: (A) serving as a director of any Competitor (as
defined below), (B) directly or indirectly through one or more intermediaries,
either (X) controlling any Competitor or (Y) owning any equity or debt interests
in any Competitor (other than equity or debt interests which are publicly traded
and, at the time of any acquisition thereof by the Executive, do not in the
aggregate exceed 5% of the particular class of interests of such Competitor then
outstanding) (it being understood that, if interests in any Competitor are owned
by an investment vehicle or other entity in which the Executive owns an equity
interest, a portion of the interests in such Competitor owned by such entity
shall be attributed to the Executive, such portion determined by applying the
percentage of the equity interest in such entity owned by the Executive to the
interests in such Competitor owned by such entity), (C) employment by (including
serving as an officer, director or partner of), providing consulting services to
(including, without limitation, as an independent contractor), or managing or
operating the business or affairs of, any Competitor or (D) participating in the
ownership, management, operation or control of or being connected in any manner
with any Competitor. The term "Competitor" as used herein (i) during the
Employment Term, means any person (other than the Company or any of their
respective affiliates) that competes, either directly or indirectly with any of
the business offerings conducted through the termination date of the Employee's
employment by the Company or any affiliate.
7. REMEDIES. The Executive agrees that any breach of the terms of this Section
would result in irreparable injury and damage to the Company for which the
Company would have no adequate remedy at law. The Executive therefore agrees
that in the event of said breach or any threat of breach, the Company shall be
entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Executive and/or any and
all persons and/or entities acting for and/or with the Executive, without having
to prove damages. The terms of this paragraph shall not prevent the Company from
pursuing any other available remedies to which the Company may be entitled at
law or in equity for any breach or threatened breach hereof, including but not
limited to the recovery of damages from the Executive. The provisions of this
Section 7 shall survive any termination of this Agreement. The existence of any
claim or cause of action by the Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of the covenants and agreements of this Section.
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8. PROPRIETARY INFORMATION AND INVENTIONS.
The Executive agrees that any and all inventions, discoveries,
improvements, processes, formulae, business application software, patents,
copyrights and trademarks made, developed, discovered or acquired by him during
the Employment Term, solely or jointly with others or otherwise, which relate to
the business of the Company, collectively, the "Inventions"), shall be fully and
promptly disclosed to the Board of Directors and to such person or persons as
the Board of Directors shall direct and the Executive irrevocably assigns to the
Company all of the Executive's right, title and interest in and to all
Inventions of the Company and all such Inventions shall be the sole and absolute
property of the Company and the Company shall be the sole and absolute owner
thereof. The Executive agrees that he will at all time keep all Inventions
secret from everyone except the Company and such persons as the Board of
Directors may from time to time direct. The Executive shall, as requested by the
Company at any time and from time to time during the Employment Term, execute
and deliver to the Company any instruments deemed necessary by the Company to
effect disclosure and assignment of the Inventions to the Company or its
designees and any patent applications (United States or foreign) and renewals
with respect thereto, including any other instruments deemed necessary by the
Company for the prosecution of patent applications, the acquisition of letters
patent and/or the acquisition of patents or copyrights in any and all countries
and to vest title thereto in the Company or its nominee.
PRIOR INVENTIONS OR DISCOVERIES. As a matter of record, the Employee
has set out in Schedule 1, attached hereto, a complete list and description of
all ideas, inventions, improvements, discoveries, computer programs,
semiconductor chip designs, or mask works, previously conceived, reduced to
practice, perfected, or developed by Employee, either wholly or in part
(hereinafter "PRIOR INVENTIONS") and any patents, patent applications, or
registration issued thereon. Only such PRIOR INVENTIONS and accompanying
intellectual property rights, and no other, shall be excluded from this
Agreement.
9. REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE. The Executive represents and
warrants to the Company that:
(i) The Executive's employment by the Company as contemplated will
not conflict with, and will not be constrained by, any prior
or current employment, consulting agreement or relationship,
whether written or oral; and
(ii) The Executive does not possess confidential information
arising out of any employment, consulting agreement or
relationship with any person or entity other than the Company,
which will be utilized in connection with the Executive's
employment by the Company.
10. BINDING EFFECT OR ASSIGNMENT. This Agreement shall inure to the benefit of
and be binding upon the parties and their respective heirs, executors,
representatives, states, successors and assigns, including any successor or
assign to all or substantially all of the business and/or assets of the Company,
whether direct or indirect, by purchase, merger, consolidation, acquisition of
stock, or otherwise; provided, however, that the Executive, or any beneficiary
or legal representative of the Executive, shall not assign all or any portion of
the Executive's rights or obligations under this Agreement without the prior
written consent of the Company.
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11. NOTICES. All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made as of
the date delivered, mailed or transmitted, and shall be effective upon receipt.
12. AMENDMENT AND MODIFICATION. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by each of the Executive and the Company. No such waiver
or discharge by either party hereto at any time or any waiver or discharge of
any breach by the other party hereto of, or compliance with, any condition or
provision of this agreement to be performed by such other party, shall be deemed
a waiver or discharge of similar or dissimilar provisions or conditions, or a
waiver or discharge of any breach of any provisions, at the same or at any prior
or subsequent time.
13. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of Texas without giving effect to the
conflict of law principles of that state.
14. SEVERABILITY. In the event that any one or more of the provisions of this
Agreement shall be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
portion of this Agreement, and this Agreement shall be construed as if such
provision had never been contained herein.
15. WITHHOLDING TAXES. Notwithstanding anything contained herein to the
contrary, all payments required to be made hereunder by the Company to the
Executive, or his estate or beneficiaries, shall be subject to the withholding
of such amounts as the Company may reasonably determine it should withhold
pursuant to any applicable federal, state or local law or regulation.
16. ARBITRATION OF DISPUTES. The parties hereto mutually consent to the
resolution by arbitration of all claims and controversies arising out of or
relating to this Agreement. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively in the manner set
forth in this Section 16. If the Company and the Executive disagree on any
matter arising under or in connection with this Agreement, either party shall
have the right to deliver to the other party a written request (a "Consent
Request") that the other party consent to the position of the requesting party
with respect to the matter in question. The parties shall negotiate in good
faith to resolve the matters set forth in the Consent Request. If the parties
are unable to agree on a matter set forth in a Consent Request within thirty
(30) days following delivery thereof, then the parties shall elect one
arbitrator, who shall be knowledgeable in the high technology industry. If the
parties fail to agree upon an arbitrator within thirty (30) days, either party
may request the Office of the president of the American Arbitrator Association
to do so. Each party shall then submit its or his position in writing to the
arbitrator within thirty (30) days of the arbitrator's selection. After
receiving the written positions of the parties, and after a hearing, if the
arbitrator deems a hearing to be necessary, the arbitrator shall and must select
the position offered by one of the parties. Such arbitration procedure shall be
commenced immediately upon selection of the arbitrator and shall be completed
within ninety (90) days. The decision of the arbitrator shall be final and
binding on the parties. Notwithstanding any other provision of this Agreement,
if any termination of this Agreement becomes subject to arbitration, the Company
shall not be required to pay any amounts to the Executive (except those amounts
required by law) until completion of the arbitration and the rendering of the
arbitrator's decision. The amounts, if any, determined by the arbitrator to be
owed by the Company to the Executive, or the Executive to the Company, shall be
paid within the five (5) days after the decision by the arbitrator is rendered.
All matters approved pursuant to this Section 16 shall be deemed conclusively to
have been approved or agreed upon by the parties for all purposes of the
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Agreement. Judgment may be entered on the Arbitrator's award in any court having
jurisdiction. The costs and expenses of such arbitration shall be borne in
accordance with the determination of the arbitrator. All benefits including
salary and other compensation will be in full effect during the duration of the
arbitration. Failure of the Company to continue compensation will result in an
automatic breach of this Agreement and all compensation earn and unearned will
become immediately due to the Executive.
17. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties and supersedes any and all prior agreements, written or oral,
understandings and arrangements, either oral or written, between the parties
with respect to the subject matter, and shall, as of the date hereof, constitute
the only employment agreement between the parties.
19. FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and
performed, all further acts and things and shall execute and deliver all other
agreements, certificates, instruments, and documents as any other party
reasonably may request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated.
20. CONSTRUCTION. The headings in this Agreement are for reference purposes only
and shall not limit or otherwise affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as
of the date first above written.
ERF Enterprise Network Services, Inc.
By: /s/ Xxxx Xxxxxx Xxxxx
------------------------------
Name: Xx. Xxxx Xxxxxx Xxxxx
Title: Chairman & CEO
ERF Wireless, Inc.
By: /S/ R. Xxxx Xxxxx
-------------------------------
Name: Mr. R. Xxxx Xxxxx
Title: Chief Executive Officer
"Executive"
By: /S/ J. XXXXX XXXXX
--------------------------------
Mr. J. Xxxxx Xxxxx
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SCHEDULE 1 TO EMPLOYMENT AGREEMENT
PRIOR INVENTIONS, IDEAS, CONCEPTS*
__________________________________________________________________.
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* Employee understands, agrees, and represents that the above disclosure, as may
be continued on additional pages attached hereto, includes all his prior
inventions, discoveries, improvements, computer programs, patents, and pending
patent applications, and any other subject matter described at paragraph 8.
Employee Initials:______________
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