Ex. 10.2 Employment Agreement with Xxxxxx Xxxxxxx
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of January 01,
2000, by and between Swiftnet Ltd ("Swiftnet"), of 000 Xxxx Xxxx, Xxxxxx, XX,
X00 0XX and Xxxxxx Xxxxxxx ("Bosmat"), of 00 Xxxxxxxxx Xxxx, Xxxxxx Xxxxxx,
Xxxxxx, XX, X00 0XX.
A. Swiftnet is engaged in the business of Telecommunications. Bosmat will
primarily perform the job duties at the following location: 000 Xxxx
Xxxx, Xxxxxx, XX.
B. Swiftnet desires to have the services of Bosmat.
C. Bosmat is willing to be employed by Swiftnet.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Swiftnet shall employ Bosmat as a R&D Manager. Bosmat shall
provide to Swiftnet the following services: duties as needed. Bosmat accepts and
agrees to such employment, and agrees to be subject to the general supervision,
advice and direction of Swiftnet and Swiftnet's supervisory personnel. Bosmat
shall also perform (i) such other duties as are customarily performed by an
employee in a similar position, and (ii) such other and unrelated services and
duties as may be assigned to Bosmat from time to time by Swiftnet.
2. BEST EFFORTS OF EMPLOYEE. Bosmat agrees to perform faithfully, industriously,
and to the best of Bosmat's ability, experience, and talents, all of the duties
that may be required by the express and implicit terms of this Agreement, to the
reasonable satisfaction of Swiftnet. Such duties shall be provided at such
place(s) as the needs, business, or opportunities of Swiftnet may require from
time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by Bosmat
under this Agreement, Swiftnet will pay Bosmat an annual salary of 27,192.00
Pounds Sterling payable monthly on the first day of each month. Upon termination
of this Agreement, payments under this paragraph shall cease; provided, however,
that Bosmat shall be entitled to payments for periods or partial periods that
occurred prior to the date of termination and for which Bosmat has not yet been
paid, and for any commission earned in accordance with Swiftnet's customary
procedures, if applicable. Accrued vacation will be paid in accordance with
state law and Swiftnet's customary procedures. This section of the Agreement is
included only for accounting and payroll purposes and should not be construed as
establishing a minimum or definite term of employment.
4. EXPENSE REIMBURSEMENT. Swiftnet will reimburse Bosmat for "out-of-pocket"
expenses incurred by Bosmat in accordance with Swiftnet's policies in effect
from time to time.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Bosmat shall provide Swiftnet with
all information, suggestions, and recommendations regarding Swiftnet's business,
of which Bosmat has knowledge, that will be of benefit to Swiftnet.
6. CONFIDENTIALITY. Bosmat recognizes that Swiftnet has and will have
information regarding the following:
Inventions, products, product design, processes, technical matters, trade
secrets, copyrights, customer lists, prices, costs, discounts, business
affairs, future plans
and other vital information items (collectively, "Information") which are
valuable, special and unique assets of Swiftnet. Bosmat agrees that Bosmat will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate any Information to any third party without the prior
written consent of Swiftnet. Bosmat will protect the Information and treat it as
strictly confidential. A violation by Bosmat of this paragraph shall be a
material violation of this Agreement and will justify legal and/or equitable
relief.
7. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Bosmat has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Swiftnet shall be entitled to an injunction to restrain Bosmat from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Swiftnet shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a 3 years
period after the termination of Bosmat's employment. During such 3 years period,
neither party shall make or permit the making of any public announcement or
statement of any kind that Bosmat was formerly employed by or connected with
Swiftnet.
9. NON-COMPETE AGREEMENT. Bosmat recognizes that the various items of
Information are special and unique assets of the company and need to be
protected from improper disclosure. In consideration of the disclosure of the
Information to Bosmat, Bosmat agrees and covenants that for a period of 1 year
following the termination of this Agreement, whether such termination is
voluntary or involuntary, Bosmat will not directly or indirectly engage in any
business competitive with Swiftnet. This covenant shall apply to the
geographical area that includes the United Kingdom. Directly or indirectly
engaging in any competitive business includes, but is not limited to: (i)
engaging in a business as owner, partner, or agent, (ii) becoming an employee of
any third party that is engaged in such business, (iii) becoming interested
directly or indirectly in any such business, or (iv) soliciting any customer of
Swiftnet for the benefit of a third party that is engaged in such business.
Bosmat agrees that this non-compete provision will not adversely affect Bosmat's
livelihood.
10. TERM/TERMINATION. Bosmat's employment under this Agreement shall be for an
unspecified term on an "at will" basis. Swiftnet may terminate this Agreement
upon three months written notice, and by Bosmat upon three months written
notice. If Bosmat is in violation of this Agreement, Swiftnet may terminate
employment without notice and with compensation to Bosmat only to the date of
such termination. The compensation paid under this Agreement shall be Bosmat's
exclusive remedy.
11. TERMINATION FOR DISABILITY. Swiftnet shall have the option to terminate this
Agreement, if Bosmat becomes permanently disabled and is no longer able to
perform the essential functions of the position with reasonable accommodation.
Swiftnet shall exercise this option by giving 30 days written notice to Bosmat.
12. COMPLIANCE WITH EMPLOYER'S RULES. Bosmat agrees to comply with all of the
rules and regulations of Swiftnet.
13. RETURN OF PROPERTY. Upon termination of this Agreement, Bosmat shall deliver
to Swiftnet all property which is Swiftnet's property or related to Swiftnet's
business (including keys, records, notes, data, memoranda, models, and
equipment) that is in Bosmat's possession or under Bosmat's control. Such
obligation shall be governed by any separate confidentiality or proprietary
rights agreement signed by Bosmat.
14. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or on the third
day after being deposited in the United States mail, postage paid, addressed as
follows:
Employer:
Swiftnet Ltd
Xxxxxxx Xxxxxx
Managing Director
000 Xxxx Xxxx
Xxxxxx, XX X00 0XX
Employee:
Xxxxxx Xxxxxxx
00 Xxxxxxxxx Xxxx, Xxxxxx Xxxxxx
Xxxxxx, XX X00 0XX
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
15. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
16. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
17. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
19. APPLICABLE LAW. The laws of England and Wales shall govern this Agreement.
EMPLOYER:
Swiftnet Ltd
By: ___________________________________ Date: ______________________
Xxxxxxx Xxxxxx
Managing Director
AGREED TO AND ACCEPTED.
EMPLOYEE:
__________________________________ Date: ______________________
Xxxxxx Xxxxxxx
