EXHIBIT 8.
EMPLOYMENT AGREEMENT
Agreement made this 5th day of December, 2001 by and between NEW SKY
COMMUNICATIONS, INC., with offices at 731 Powers Building, 00 Xxxx Xxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000, hereinafter referred to as "New Sky", and E. XXXXXXX
XXXXXX, residing at 00 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000, hereinafter
referred to as "Employee".
WHEREAS, New Sky is desirous of employing Employee's services as
President and Chairman and Employee is desirous of rendering such services;
NOW, THEREFORE, the parties hereto agree as follows:
1. TERM
New Sky hires Employee for a period of three (3) years commencing on
the date hereof as President and Chairman of the Board of New Sky.
2. COMPENSATION
Compensation shall consist of the granting of 150,000 restricted
shares of New Sky common stock to Employee immediately upon the commencement of
this Agreement. New Sky shall seek registration of the shares herein granted, to
the best of its ability. At any time New Sky shall undertake to register other
common shares of the company in connection with any secondary offering, or
private placement of shares, New Sky shall seek, to the best of its ability, to
include registration of the shares herein granted in such registration.
Employee shall also be entitled to any other compensation and
benefits which may be granted from time to time by the Board of Directors of New
Sky and approved by the shareholders, if required.
3. DUTIES
Employee agrees to faithfully perform all duties agreed upon by the
parties and that are usual and customary for the President and Chairman of a
public company and as may be assigned from time to time by the Board of
Directors.
4. CONFIDENTIALITY
Employee agrees that the contents of this Agreement and any
information obtained regarding the business plan, practices and operations of
New Sky are confidential and shall not be disclosed or discussed with any third
party unless required by law.
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5. REPRESENTATIVES
This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their respective assigns, successors, heirs and legal
representatives, but neither this Agreement nor any of the rights hereunder
shall be assignable by Employee, his or her personal representatives or
beneficiaries, as they constitute unique personal services.
6. ASSIGNMENT
This Agreement shall be binding upon and shall inure to the benefit
of any of the assigns of New Sky and if Employee continues to perform services
for an assign of New Sky, all the terms and conditions of employment as recited
herein shall be deemed a condition of employment with the assignee of this
Agreement.
7. INDEMNIFICATION
Each party hereto agrees to indemnify and hold harmless the other,
its agents and employees, against each and every claim, demand, loss, liability,
damage or expense (including without limitation, any settlement payment,
reasonable attorneys' fees and other expenses incurred in litigation or
settlement of any claim) of whatever nature suffered by the other party arising
out of or in connection with the performance of the duties under this Agreement,
or any breach or misrepresentation contained in this Agreement or in any
exhibit, certificate or document required to be furnished in connection with or
pursuant to this Agreement.
8. INTERPRETATION
This Agreement shall be deemed to have been executed in Monroe
County, New York and shall be interpreted under the Laws of the State of New
York and the Supreme Court of the State of New York in Monroe County shall be
deemed the sole and convenient forum for the resolution of disputes hereunder.
In no event, shall any party seek injunctive relief or take any action which may
impair, hinder or delay the production and full exploitation of any of the
assets or projects of New Sky.
9. HEADINGS
The headings used herein are for the convenience of the parties only
and shall not be deemed to have restricted or expanded the contents of the
paragraphs to which they apply.
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IN WITNESS WHEREOF the parties have executed this Agreement the day and
date first above written.
NEW SKY COMMUNICATIONS, INC.
By:/S/XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
/S/ E. XXXXXXX XXXXXX
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E. Xxxxxxx Xxxxxx
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