Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
August 16, 2005 (the "Effective Date") by and between GlobalNet Corporation a
Nevada corporation, with an office located at 0000 Xxxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxx, XX 00000 (the "Company") and Xxxxxx Xxxx, an individual with an address
0000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("Xxxx").
WHEREAS, the Company provides enhanced telecommunication services using
voice-over-internet technology; and
WHEREAS, Xxxx has had financial and accounting experience in various industries,
including telecommunications; and
WHEREAS, the Company desires to retain the services of Xxxx; and
WHEREAS, Xxxx is willing to be employed by the Company.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
1. Employment. Xxxx is hereby employed and engaged to serve the Company as the
Chief Financial Officer of the Company, or such additional titles as the Company
shall specify from time to time, and Xxxx does hereby accept, and Xxxx hereby
agrees to such engagement and employment.
2. Duties. Xxxx shall be responsible for the overall corporate finance of the
Company, including compliance with accurate and timely SEC reporting
requirements. In addition, Xxxx'x duties shall be such duties and
responsibilities as the Company shall specify from time to time, and shall
entail those duties customarily performed by the Chief Financial Officer of a
company with a sales volume and number of employees commensurate with those of
the Company. Xxxx shall have such authority, discretion, power and
responsibility, and shall be entitled to office, secretarial and other
facilities and conditions of employment, as are customary or appropriate to his
position. Xxxx shall diligently and faithfully execute and perform such duties
and responsibilities, subject to the general supervision and control of the
Company's Chief Executive Officer. Xxxx shall be responsible and report only to
the Company's Chief Executive Officer. Xxxx shall devote his full-time
attention, energy, and skill during normal business hours to the business and
affairs of the Company.
Nothing in this Agreement shall preclude Xxxx from devoting reasonable periods
required for:
(a) serving as a director, officer or member of a committee of any
organization or corporation involving no conflict of interest with
the interests of the Company;
(b) serving as a consultant in his area of expertise (in areas other
than in connection with the business of the Company), to government,
industrial, and academic panels where it does not conflict with the
interests of the Company; and
(c) managing his personal investments or engaging in any other
non-competing business; provided that such activities do not
materially interfere with the regular performance of his duties and
responsibilities under this Agreement as determined by the Company.
3. Best Efforts of Xxxx. During his employment hereunder, Xxxx shall, subject to
the direction and supervision of the Company's Chief Executive Officer, devote
his full business time, best efforts, business judgment, skill, and knowledge to
the advancement of the Company's interests and to the discharge of his duties
and responsibilities hereunder. Notwithstanding the foregoing, nothing herein
shall be construed as preventing Xxxx from investing his assets in any business.
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4. Employment Term. Unless terminated pursuant to Section 12 of this Agreement,
the term of this Agreement shall commence as of the Effective Date of this
Agreement and shall continue for a term of Twelve (12) months (the "Initial
Term"), and shall be automatically renewed for successive one (1) year terms
(the "Renewal Term") unless a party hereto delivers to the other party written
notice of such party's intention not to renew at least thirty (30) days prior to
the end of the Initial Term or the applicable Renewal Term, as the case may be.
(the terms "Initial Term" and "Renewal Term" will collectively hereinafter be
referred to as the "Employment Term").
5. Compensation of Xxxx.
(a) Base Compensation. As compensation for the services provided by Xxxx under
this Agreement, the Company shall pay Xxxx an annual salary of One-Hundred
Thirty Two Thousand Dollars ($132,000) during the Employment Term. Upon
each subsequent one (1) year renewal of Xxxx'x employment in accordance
with Section 4, the Company shall increase Xxxx'x annual salary by ten
percent (10%). The compensation of Xxxx under this Section shall be paid
in accordance with the Company's usual payroll procedures.
(b) Bonus. In addition to the above base compensation, Xxxx shall be eligible
to receive an annual bonus determined by the Chief Executive Officer based
on the performance of the Company.
(c) Stock and Stock Options. Xxxx shall also be eligible to receive shares of
the Company's authorized stock and options to purchase shares of the
Company's authorized stock from time to time as determined by the Board of
Directors. It is anticipated that the Company will develop an equity
incentive for Xxxx, commensurate with the office held, within ninety (90)
days of the Effective Date.
(d) SEC Filing Bonus. If the Company's SEC reporting requirements are deemed
to be current by December 31, 2005, Xxxx shall receive an additional one
-time bonus of $45,000. The Company also agrees to enter into a new
contractual arrangement that will supercede and replace this Agreement
upon approval of Xxxx and the Company. The Company and Xxxx recognize that
certain events, outside of either's control, may delay filing beyond
December 31, 2005. In such event, the Company agrees in good faith to
evaluate the appropriate bonus earned by Xxxx, giving due consideration to
all events, circumstances and efforts. The Company agrees that all
necessary and reasonable resources shall be provided to Xxxx to accomplish
the filing objectives.
6. Benefits. Xxxx shall also be entitled to participate in any and all Company
benefit plans, from time to time, in effect for employees of the Company. Such
participation shall be subject to the terms of the applicable plan documents and
generally applicable Company policies.
7. Vacation, Sick Leave and Holidays. Xxxx shall be entitled to three (3) weeks
of paid vacation, with such vacation to be scheduled and taken in accordance
with the Company's standard vacation policies. In addition, Xxxx shall be
entitled to such sick leave and holidays at full pay in accordance with the
Company's policies established and in effect from time to time.
8. Business Expenses. The Company shall promptly reimburse Xxxx for all
reasonable out-of-pocket business expenses incurred in performing Xxxx'x duties
and responsibilities hereunder in accordance with the Company's policies,
provided Xxxx promptly furnishes to the Company adequate records of each such
business expense.
9. Location of Xxxx'x Activities. Xxxx'x principal place of business in the
performance of his duties and obligations under this Agreement shall be at a
place to be determined by the Chief Executive Officer. Notwithstanding the
preceding sentence, Xxxx will engage in such travel and spend such time in other
places as may be necessary or appropriate in furtherance of his duties
hereunder.
10. Confidentiality. Xxxx recognizes that the Company has and will have business
affairs, products, future plans, trade secrets, customer lists, and other vital
information (collectively "Confidential Information") that are valuable assets
of the Company. Xxxx agrees that he shall not at any time or in any manner,
either directly or indirectly, divulge, disclose, or communicate in any manner
any Confidential Information to any third party without the prior written
consent of the Company's board of directors. Xxxx will protect the Confidential
Information and treat it as strictly confidential.
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11. Non-Competition. Xxxx acknowledges that he has gained, and will gain
extensive knowledge in the business conducted by the Company and has had, and
will have, extensive contacts with customers of the Company. Accordingly, Xxxx
agrees that he shall not compete directly or indirectly with the Company, either
during the Employment Term or during a three month period immediately after the
termination of Xxxx'x employment under Section 12 and shall not, during such
period, make public statements in derogation of the Company. For the purposes of
this Section 11, competing directly or indirectly with the Company shall mean
engaging, directly or indirectly, as principal owner, officer, partner,
consultant, advisor, or otherwise, either alone or in association with others,
in the operation of any entity engaged in a business similar to that of the
Company's.
12. Termination. Notwithstanding any other provisions hereof to the contrary,
Xxxx'x employment hereunder shall terminate under the following circumstances:
(a) Voluntary Termination by Xxxx. Xxxx shall have the right to
voluntarily terminate this Agreement and his employment hereunder at
any time during the Employment Term with a thirty (30) day written
notice to the Company.
(b) Voluntary Termination by the Company. The Company shall have the
right to voluntarily terminate this Agreement and Xxxx'x employment
with a thirty (30) day written notice. Termination of Xxxx'x
employment pursuant to this Section 12(b) shall not be effective
unless the Company shall have first given Xxxx a written notice
thereof at least thirty (30) days. In the event of: (1) a Change of
Control of the Company, defined as a change in either voting control
of the Company's common stock, or a change of more than 50% of the
Company's Board of Directors, or (2) the replacement of the Chief
Executive Officer (collectively, the "Special Events"), then, the
required written notice shall increase to ninety (90) days.
(c) Termination for Cause. The Company shall have the right to terminate
this Agreement and Xxxx'x employment hereunder at any time for cause. As
used in this Agreement, "cause" shall mean refusal by Xxxx to implement or
adhere to lawful policies or directives of the Company's board of
directors, breach of this Agreement, Xxxx'x conviction of a felony, other
conduct of a criminal nature that may have a material adverse impact on
the Company's reputation, breach of fiduciary duty or the criminal
misappropriation by Xxxx of funds from or resources of the Company. Cause
shall not be deemed to exist unless the Company shall have first given
Xxxx a written notice thereof specifying in reasonable detail the facts
and circumstances alleged to constitute "cause" and thirty (30) days after
such notice such conduct has, or such circumstances have, as the case may
be, not entirely ceased and not been entirely remedied.
(d) Termination Upon Death or for Disability. This Agreement and Xxxx'x
employment hereunder, shall automatically terminate upon Xxxx'x death or
upon written notice to Xxxx and certification of Xxxx'x disability by a
qualified physician or a panel of qualified physicians if Xxxx becomes
disabled beyond a period of twelve (12) months and is unable to perform
the duties contained in this Agreement.
(e) Effect of Termination. In the event that this Agreement and Xxxx'x
employment is voluntarily terminated by Xxxx pursuant to Section 12(a), or in
the event the Company voluntarily terminates this Agreement pursuant to Section
12(b) or for cause pursuant to Section 12(c), all obligations of the Company and
all duties, responsibilities and obligations of Xxxx under this Agreement shall
cease. Upon such termination, the Company shall (i) pay Xxxx a cash lump sum
equal to (x) all accrued base salary through the date of termination plus all
accrued vacation pay and bonuses, if any, plus (y) as severance compensation, an
amount equal to one (1) month of Xxxx'x base salary (at the highest rate in
effect during the Employment Term of this Agreement), or three (3) months should
the Special Events occur during the Employment Term of this Agreement; and (ii)
provide, at the Company's expense, coverage to Xxxx under the life, accident and
disability insurance policies available to the senior management executives of
the Company and to Xxxx and his dependents under the health, dental and vision
insurance plans available to the Company's senior management executives and
their dependents or, in the event any of such life, accident, disability,
health, dental or vision insurance are not continued or Xxxx is not eligible for
coverage thereunder due to his termination of employment, the Company shall pay
for the premiums for equivalent coverage, in any event, for a period of two (2)
months (three months, should the Special Events occur during the Employment Term
of this Agreement) after the date of termination. In the event this Agreement is
terminated upon the death or disability of Xxxx pursuant to Section 12(d), Xxxx
shall be entitled to all compensation pursuant to Section 5 for the period
between the effective termination date to the end of the Employment Term
pursuant to Section 4. Payment will be made to Xxxx or Xxxx'x appointed trustee.
13. Resignation as Officer. In the event that Xxxx'x employment with the Company
is terminated for any reason whatsoever, Xxxx agrees to immediately resign as an
Officer and/or Director of the Company and any related entities. For the
purposes of this Section 13, the term the "Company" shall be deemed to include
subsidiaries, parents, and affiliates of the Company.
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14. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by
and construed in accordance with the laws of the State of Texas without giving
effect to any applicable conflicts of law provisions.
15. Business Opportunities. During the Employment Term Xxxx agrees to bring to
the attention of the Company's board of directors all written business proposals
that come to Xxxx'x attention and all business or investment opportunities of
whatever nature that are created or devised by Xxxx and that relate to areas in
which the Company conducts business and might reasonably be expected to be of
interest to the Company or any of its subsidiaries.
16. Employee's Representations and Warranties. Xxxx hereby represents and
warrants that he is not under any contractual obligation to any other company,
entity or individual that would prohibit or impede Xxxx from performing his
duties and responsibilities under this Agreement and that he is free to enter
into and perform the duties and responsibilities required by this Agreement.
Xxxx hereby agrees to indemnify and hold the Company and its officers,
directors, employees, shareholders and agents harmless in connection with the
representations and warranties made by Xxxx in this Section 16.
17. Indemnification.
(a) The Company agrees that if Xxxx is made a party, or is threatened to
be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that he is or was a director, officer or employee
of the Company or is or was serving at the request of the Company as
a director, officer, member, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or
not the basis of such Proceeding is Xxxx'x alleged action in an
official capacity while serving as a director, officer, member,
employee or agent, Xxxx shall be indemnified and held harmless by
the Company to the fullest extent permitted or authorized by the
Company's certificate of incorporation or bylaws or, if greater, by
the laws of the State of Texas, against all cost, expense, liability
and loss (including, without limitation, attorney's fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by Xxxx in
connection therewith, and such indemnification shall continue as to
Xxxx even if he has ceased to be a director, member, employee or
agent of the Company or other entity and shall inure to the benefit
of Xxxx'x heirs, executors and administrators. The Company shall
advance to Xxxx to the extent permitted by law all reasonable costs
and expenses incurred by him in connection with a Proceeding within
20 days after receipt by the Company of a written request, with
appropriate documentation, for such advance. Such request shall
include an undertaking by Xxxx to repay the amount of such advance
if it shall ultimately be determined that he is not entitled to be
indemnified against such costs and expenses.
(b) Neither the failure of the Company (including its board of
directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of any proceeding concerning
payment of amounts claimed by Xxxx that indemnification of Xxxx is
proper because he has met the applicable standard of conduct, nor a
determination by the Company (including its board of directors,
independent legal counsel or stockholders) that Xxxx has not met
such applicable standard of conduct, shall create a presumption that
Xxxx has not met the applicable standard of conduct.
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(c) The Company agrees to continue and maintain a directors' and
officers' liability insurance policy covering Xxxx to the extent the
Company provides such coverage for its other executive officers.
(d) Promptly after receipt by Xxxx of notice of any claim or the
commencement of any action or proceeding with respect to which Xxxx
is entitled to indemnity hereunder, Xxxx shall notify the Company in
writing of such claim or the commencement of such action or
proceeding, and the Company shall (i) assume the defense of such
action or proceeding, (ii) employ counsel reasonably satisfactory to
Xxxx, and (iii) pay the reasonable fees and expenses of such
counsel. Notwithstanding the preceding sentence, Xxxx shall be
entitled to employ counsel separate from counsel for the Company and
from any other party in such action if Xxxx reasonably determines
that a conflict of interest exists which makes representation by
counsel chosen by the Company not advisable. In such event, the
reasonable fees and disbursements of such separate counsel for Xxxx
shall be paid by the Company to the extent permitted by law.
(e) After the termination of this Agreement and upon the request of
Xxxx, the Company agrees to reimburse Xxxx for all reasonable
travel, legal and other out-of-pocket expenses related to assisting
the Company to prepare for or defend against any action, suit,
proceeding or claim brought or threatened to be brought against the
Company or to prepare for or institute any action, suit, proceeding
or claim to be brought or threatened to be brought against a third
party arising out of or based upon the transactions contemplated
herein and in providing evidence, producing documents or otherwise
participating in any such action, suit, proceeding or claim. In the
event Xxxx is required to appear after termination of this Agreement
at a judicial or regulatory hearing in connection with Xxxx'x
employment hereunder, or Xxxx'x role in connection therewith, the
Company agrees to pay Xxxx a sum, to be mutually agreed upon by Xxxx
and the Company, per diem for each day of his appearance and each
day of preparation therefor.
18. Notices. All demands, notices, and other communications to be given
hereunder, if any, shall be in writing and shall be sufficient for all purposes
if personally delivered, sent by facsimile or sent by United States mail to the
address below or such other address or addresses as such party may hereafter
designate in writing to the other party as herein provided.
Company: Xxxx:
GlobalNet Corporation c/o GlobalNet Corporation
0000 Xxxxx Xxxx Xxxx, Xxxxx 000 0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
19. 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. This Agreement may be modified or amended, if
the amendment is made in writing and is signed by both parties. This Agreement
is for the unique personal services of Xxxx and is not assignable or delegable,
in whole or in part, by Xxxx. This Agreement may be assigned or delegated, in
whole or in part, by the Company and, in such case, shall be assumed by and
become binding upon the person, firm, company, corporation or business
organization or entity to which this Agreement is assigned. The headings
contained in this Agreement are for reference only and shall not in any way
affect the meaning or interpretation of this Agreement. If any provision of this
Agreement shall be held to be invalid or unenforceable for any reason, the
remaining provisions shall continue to be valid and enforceable. 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. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument
and, in pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
GlobalNet Corporation Xxxxxx Xxxx:
By:
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Name: Xxxxxx Xxxx
Title:
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