EXHIBIT 10.1
MOBILE REACH INTERNATIONAL, INC.
AMENDED STANDARD TERMS OF EMPLOYMENT
ALL EMPLOYEES
THIS AGREEMENT is made effective April 28, 2005, between Mobile Reach
International, Inc., a North Carolina corporation with the mailing address of
0000 Xxxxxxxx Xxxx Xxxx #000, Xxxx, Xxxxx Xxxxxxxx ("Company"), and A.
Xxxxxxxxxxx Xxxxxxx (the "Employee").
The following terms of employment are agreed to by the Parties:
1. Engagement. Company agrees to engage Employee and Employee accepts an
engagement from Company to serve as Chief Executive Officer subject to change as
appropriate to the needs of the Company. Employee shall at all times serve in a
"C-Level" capacity and shall perform such duties as are customarily associated
with his then current titles, consistent with the By-laws of the Company and as
required by the Company's Board of Directors (the "Board").
2. Commitment. During and throughout the term of this Agreement Employee
will devote Employee's a minimum of 40 hours per week working time, attention,
and energies to carry out, fulfill and perform the duties and responsibilities
to be performed by Employee under the terms of this Agreement, and as assigned
to Employee by Company from time to time, and shall, during the term of this
Agreement, be allowed engage in any other business activity as specifically
sanctioned by the Board of Directors of the Company. Employee's commitment under
this Agreement shall be full-time which means a minimum of 40 hours per week.
This provision shall not be construed as preventing Employee from investing
Employee's assets in other businesses; provided, however, that Employee shall
not devote any time to any business that would violate Employee's Special Terms
and Conditions of Employment, which are ancillary to this Agreement.
3. Compensation.
3.1 Employee shall be paid an initial annual salary of one hundred twenty
thousand dollars ($120,000) (the "Initial Salary") payable in equal biweekly
installments by the 5th business day following the last day of each two week
period, or in such other intervals during the year as Company regularly pays its
other employees. Such annual salary shall be reduced if employee selects the
vacation purchase option per Section 4(a).
3.2 Immediately after the closing by the Company of a round of financing in
excess of one million dollars ($1,000,000), whether said round is closed in one
or more closings, Employee shall be paid an annual salary of $175,000 (the
"Later Salary"), payable on the same terms as his Initial Salary or any
subsequent salary is being paid as of the closing of the financing. Such annual
salary shall be reduced if employee selects the vacation purchase option per
Section 4(a).
3.3 Beginning on 1-May-2005, Employee shall be eligible to receive a bonus
(the "Quarterly Bonus") as follows: For each fiscal quarter that Quarterly Goals
are met by Employee, Employee shall be paid a bonus amount up to $20,000 .
Quarterly Goals that apply to a specific fiscal quarter shall be delivered to
Employee in writing before the 30th day after the start of each fiscal quarter
by the Board on such Quarterly Goals. If Board does not set Quarterly Goals by
the 30th day after the start of a fiscal quarter, then 100% of the Bonus amount
associated with the Quarterly Goals shall be paid to the Employee for that
fiscal quarter. Such "Quarterly Bonus" shall be payable to Employee by the 30th
business day following the last day of the regular two week pay period which
includes the last calendar day of the fiscal quarter.
3.4 In the event that Employee's employment with the Company is terminated
without Cause, then Company shall pay to Employee a severance payment equal to
three (3) months of the then current Employee salary. Such payment shall be made
to Employee by the fifth business day following the last of the regular two week
pay period which includes the termination date. For purposes of this Paragraph
3.4, termination for "Cause" shall mean termination of employment due to
Employee's substantive breach of the terms of this Agreement; substantive breach
of the Special Terms of Employment Agreement by and between Employee and Company
of even date herewith; material failure by the Employee to comply with the
policies or directives of the Board of Directors; any illegal or dishonest
Amended Standard Terms of Employment Page 1 of 4
action that is materially detrimental to the Company; or failure to faithfully
carry out the duties of his position, provided that, in the case of such failure
to faithfully carry out the policies or directives of the Board of Directors, or
to carry out the duties of his position, the Company shall provide at least
thirty (30) days' written notice of such failure to perform during which time
Employee will be given an opportunity to remedy the situation and will be given
an opportunity to present his case to the Board of Directors prior to
termination.
3.5 Upon the mutual agreement of Executive and the Company, the Employee
may be entitled to convert any accrued but unpaid Salary into incentive stock
options to purchase shares of the Company's common stock, par value $0.0001 per
share, ("Common Stock") at an exercise price equal to the closing price (on the
principal exchange on which the Common Stock is traded) of the Common Stock on
the business day immediately preceding the date of conversion which options
shall vest as of the date of conversion (the "Options"). In the event the
Company has insufficient registered shares of Common Stock to issue the Options
to Executive at the time of conversion, the Employee agrees to enter into any
agreement reasonably required by the Company with respect to appropriate
restrictions and filing requirements relating to the Options.
3.5 All applicable federal and state taxes and other governmental
assessments shall be deducted from Employee's salary and bonuses set forth
above, as required by law. Except as provided above, Employee's salary shall be
subject to adjustment from time to time, as the Corporation finds appropriate.
4. Benefits.
a. Vacation. Employee is eligible for one of the following vacation plans
based on which plan is initialed by both Employee and President:
_______ _______ two (2) weeks of paid vacation every calendar
year, which will accrue at the rate of three 3
hours per 2 week pay period. If this option is
initialed by both Employee and President, then
100% of base salary shall be paid to Employee as
specified in Section 3.1.
_______ _______ three (3) weeks of paid vacation every calendar
year, which will accrue at the rate of four and
one half (4 1/2) hours per 2 week pay period. . If
this option is initialed by both Employee and
President, then 98% of base salary shall be paid
to Employee as specified in Section 3.1.
_______ _______ four (4) weeks of paid vacation every calendar
year, which will accrue at the rate of six 6 hours
per 2 week pay period. . If this option is
initialed by both Employee and President, then 96%
of base salary shall be paid to Employee as
specified in Section 3.1.
Vacation days not used by 31-December of the calendar will carry over to the
next calendar year, up to a limit of five (5) days or forty (40) hours. Unused
vacation days not carried over shall be forfeited and no payment shall be made
for forfeited vacation days. Upon termination of Employee's employment with the
Company, Employee shall be entitled to compensation in respect of earned but
unused vacation. This policy overrides any policies in Employee Manual even if
such Employee Manual policy is published after the effective date of this
Agreement.
b. Sick and Personal Leave. Effective on 1-Jan-2005, the existing
policy for Sick and Personal Leave shall be replaced by the policy outlined in
this paragraph. The Employee shall be eligible for up to five (5) days of paid
sick and personal leave each calendar year. All five (5) sick and personal leave
days are available right at the beginning of the calendar year and those sick
and personal leave days not used in a given calendar year shall not carry over
to the following calendar year. No payment shall be made for unused sick and
personal leave. Additional sick leave or emergency leave over and above paid
leave provided by the Company, if any, shall be unpaid and shall be granted at
the discretion of the President. Once effective, this policy overrides any
policies in Employee Manual even if such Employee Manual policy is published
after the effective date of this Agreement.
c. Holidays. Effective on 1-Jan-2005, the existing policy for Holidays
shall be replaced by the policy outlined in this paragraph. The Employee shall
be entitled to such paid holidays as are provided to the other Company
Amended Standard Terms of Employment Page 2 of 4
employees. At the present time Company provides for nine (9) holidays each
calendar year, which are: New Years' Day, Memorial Day, 4th of July, Labor Day,
Thanksgiving Day, the Friday after Thanksgiving Day, Christmas Day, and two (2)
days at the Employee's discretion, subject to prior management approval. At the
end of each calendar year, unused holidays shall be forfeited and no payment
shall be made for forfeited holidays. The holiday policy of the Company is
subject to change by the Company in its sole discretion and at any time. Once
effective, this policy overrides any policies in Employee Manual even if such
Employee Manual policy is published after the effective date of this Agreement.
d. Other Benefits. Employee shall be entitled to all fringe benefits,
including without limitation all group benefit plans or arrangements, offered
and available from time to time to employees of the Company. For the purpose of
the Company's policies regarding any benefit that vests over time, whether that
benefit currently exists or is offered in the future, to the fullest extent
permitted by law, Employee shall receive time credit for the full period of time
he has been employed by the Company. Nothing paid to Employee under any plan or
arrangement shall be deemed to be in lieu of compensation otherwise payable to
Employee pursuant to this Paragraph 4.
e. Expenses. During the term of this Agreement, Employee shall be entitled
to receive prompt reimbursement for all reasonable expenses incurred by Employee
in performing services on behalf of Company, including all expenses of travel,
provided that such expenses are documented by proper receipts and in accordance
with travel and reimbursement policies established by Company.
5. Drug Use. Employee acknowledges that the use, possession, or sale of
narcotics, hallucinogens, depressants, stimulants, marijuana, or other
controlled substances other than alcohol on Company premises or while in pursuit
of Company business is prohibited. (This does not apply to medication prescribed
by a licensed physician and taken in accordance with such prescription). The use
of the above substances on or away from Company premises or of any other
substance such as alcohol so as to adversely affect Employee's job performance,
or which may reflect unfavorably on public confidence in the manner in which
Company carries out its responsibilities is also prohibited. This section is not
intended to prohibit the use of alcohol in conjunction with business
entertainment or in office related formal or informal social activities so long
as the use of alcohol does not affects Employee's job performance, or which may
reflect unfavorably on public confidence in the manner in which Company carries
out its responsibilities. During the term of Employee's employment, Employee may
be required to undergo physical examinations and/or medical tests by a health
care professional and tests to determine the presence of drugs, as required by
the Company and as permitted by law.
6. Term and Termination.
a. Employee may terminate his employment at any time upon written notice to
Company.
b. Company, by action of all of its members of the Board of Directors other
than employee, may terminate Employee at any time, at-will, and without Cause as
defined in Section 3.4. In such case, Company shall be obligated to make the
payments set forth in Section 3.4, as applicable.
b. If the Company terminates Employee at-will and without cause, the
Company will pay employee all Commissions payable by Company within three (3)
months of termination date. Such Commissions will be paid based on the schedule
outlined in the Sales Commission and Bonus Agreement separately executed by
Employee and Company.
c. In addition, Company, by action of all of its members of the Board of
Directors other than employee, may terminate Employee immediately upon the
happening of any of the following ("Cause"):
1. Employee's death; or
2. Except as may otherwise be provided under the Americans with
Disabilities Act, Employee's disability defined as Employee becoming ill or
injured or otherwise so incapacitated that Employee cannot, in the opinion
of the President, carry out and perform Employee's duties, and such
incapacity continues for a period in excess of three (3) months; or
Amended Standard Terms of Employment Page 3 of 4
3. Dissolution of Company or discontinuance of its business; or
4. Employee's violation of representations or obligations of this
Agreement, or of Employee's Special Terms and Conditions of Employment; or
5. Violation of Company's consistently applied and documented policies or
procedures made known to all employees, unwillingness to perform or
insubordination with respect to reasonable task requests within the
employee's line of responsibility, commission of a crime against the
company or its employees, dishonesty or other material breach of ethical or
professional standards.
d. Upon termination, Company shall make a final payment of all amounts due
for any reason no later than four (4) months after the termination date,
provided that any salary due and payable to Employee shall be paid no later than
the next pay period net of any amounts due from Employee to Company. As a
condition to final payment, Employee shall sign a release indicating that no
further compensation of any type is due prior to receiving the final payment.
e. Notwithstanding any such termination, the obligations and restrictions
imposed on the Employee pursuant to the Special Terms and Conditions of
Employment shall survive termination of this Agreement and shall exist in
accordance with the terms of that document.
7. Employee Handbook. From time to time, Company may distribute employee
manuals or handbooks, and officers or other representatives of Company may make
written or oral statements relating to Company's policies and procedures.
Employee shall abide by such policies, procedures and statements. No policies,
procedures, or statements of any nature by or on behalf of Company (whether
written or oral, and whether or not contained in any formal employee manual or
handbook) shall be construed to modify this Agreement or Employee's Special
Terms and Conditions of Employment.
This Agreement is effective as of the date first above written and is
executed in duplicate originals.
Employee Mobile Reach Technologies, Inc.
________________________ By:_______________________________
Employee _________________________, President
________________________
Witness
Amended Standard Terms of Employment Page 4 of 4
