Exhibit 10.3
Employment Agreement
For
Xx. Xxxxxxxxx Xxxxx
June 1, 2004 through December 31, 2004
June 8, 2004
Xx. Xxxxxxxxx Xxxxx
0000 Xxxxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Dear Xx. Xxxxx:
On behalf of YDI Wireless, Inc. (the "Company"), and subject to Board of
Director approval, I am pleased to offer you (the "Executive") a position of
increased scope and responsibility, as the Company's Senior Vice President,
Sales and Marketing. In this position, you will report directly to me, the
Chief Executive Officer (the "Offered Position"). After you have
had the opportunity to review and consider this offer, please indicate your
intentions by responding in writing as indicated below as soon as possible, but
not later than June 10, 2004. Please be advised that the Company reserves its
right to withdrawn this offer prior to your acceptance, without prior notice.
Offer Summary:
1) Duties: Subject to the ultimate control and discretion of the Chief
Executive Officer of the Company, the Executive shall serve in the Offered
Position and perform all duties and services commensurate with that
Offered Position. Examples of, but not a complete list of, the type of
duties to be performed by the Executive follow;
a) attain Company revenue and profit objectives by: i) the direct
supervision of regional sales personnel and marketing specialists,
as well as direct customer and industry interaction; ii) the
development and execution of an effective global distribution
strategy; iii) the identification, articulation, business case
analysis of new customer, product, service and market opportunities;
iv) product life cycle management; v) the creation, increased
awareness and customer loyalty to, the Company's "Brand(s)"; and vi)
product pricing to ensure maximum profitability and target market
penetration levels.
b) assist in the negotiate sales contracts, distributor agreements and
recommend OEM supplier agreements for new products and services, and
c) develop Company strategy regarding meeting customer requirements,
based on competitive and market analysis, and
d) coordinate the periodic preparation of the Company's business plan,
and
e) create, maintain and project a positive Company image to the public
and
f) create and maintain positive relations with investors, and
g) identify strategic business relationships that will enhance the
Company's performance, and
h) any other related duties that may be assigned by the CEO from time
to time.
2) Reporting Location: The Executive's reporting location shall be at Company
provided facilities located at 0000 Xxx Xxxxxxx, Xxxxx Xxxxxx, XX 00000
(the "Reporting Location"). Please be advised that since the geographic
scope of the Offered Position is global in nature, significant travel will
be required.
3) Compensation: For all considerations and services to be rendered by the
Executive hereunder:
Offer letter - X. Xxxxx (cont.)
a) Base Salary: The Company shall pay the Executive an initial base
salary that shall be calculated at the rate of $120,000 (One Hundred
and Twenty thousand dollars), effective May 29, 2004, per year,
payable in accordance with the company's normal payroll practices.
This initial base salary may be adjusted from time to time based on
actual performance measured against personal, team and Company
goals, consistent with Company policy, and treatment of other
Company executives.
b) Additional Compensation Eligibility: The Executive shall be eligible
to receive additional compensation that will be comprised of 1.)
Over quota monthly accomplishment, 2.) Over quota for seven (7)
months ending December 31, 2004 bonus and 3.) Over achievement
incentive award. Refer to Schedule "A", as attached to this
document. Currently there is no over or under gross margin
adjustment, but management may reconsider this and change it
accordingly. Any such bonus payout, if any, is at the sole
discretion of the Company and requires Board of Director Approval.
c) Equity Participation: Subject to approval of the Board of Directors
of the Company, the Executive shall be granted options under a Stock
Option Plan of the Company to purchase Twenty Five Thousand (25,000)
shares of common stock of the Company, vesting over a four-year
period, at an exercise price equal to the actual market price of the
Company's stock on the Nasdaq OTCBB on the day of the actual grant.
d) Benefits: Upon employment, the Executive shall (a) be eligible to
participate in the Company's group health and dental insurance,
disability insurance, life insurance, 401k Pension Plan, and other
Company-wide benefits; (b) begin to accumulate fifteen (15) business
days of paid vacation per year; (c) be paid for a reasonable number
of sick days per year as defined in the Company's Employee Handbook;
(d) be entitled to the Company's Nine (9) scheduled paid holidays
plus a revenue recognition day, if applicable; and (e) participate
in such other benefits that may become available to all employees of
the Company in the future.
e) Business Expenses: The Company shall promptly reimburse the
Executive for all reasonable and customary expenses incurred by the
Executive in connection with the performance of the Executive's
duties and responsibilities, that are consistent with Company travel
and expense policy and upon presentation of completed expense
reports with supporting receipts and/or other appropriate
documentation.
4) Non-Competition: In consideration of continued employment by the Company
and the Executive's receipt of the salary and other benefits associated
with the Executive's employment, and in acknowledgment that (i) the
Company is engaged in a business based upon the development and
distribution of wireless communication technology, (ii) maintains secret
and confidential information, (iii) during the course of the Executive's
employment by the Company such secret or confidential information may
become known to the Executive, and (iv) full protection of the Company's
business makes it essential that no employee appropriate for his or her
own use, or disclose such secret or confidential information, the
Executive agrees to the following:
a) The Executive shall not use or disclose at any time during the
Executive's employment with the Company, or at any time thereafter,
any trade secret or proprietary or confidential information of the
Company or any of its affiliates.
b) During the Executive's employment with the Company the Executive
shall not be engaged as an officer, director or executive of, or in
any way be associated in a management or ownership capacity with,
any corporation, partnership or other enterprise or venture which
conducts a business which is in competition with the business of the
Company provided, however, that the Executive may own not more than
3% of the outstanding securities, or equivalent equity interests, of
any class of any corporation or firm which is in competition with
the business of the Company, which securities are listed on a
national securities exchange or traded in the over-the-counter
market.
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Offer letter - X. Xxxxx (cont.)
c) The Executive agrees that during his employment to promptly disclose
and assign to the Company the Executive's entire right, title and
interest in any and all inventions and copyrights (including
intellectual properties) solely or jointly conceived and/or reduced
to practice by the Executive during the term of his employment
relating to the current or projected business of the Company. The
Executive agrees that all of such inventions and copyrights are the
property of said Company.
d) The Executive agrees to receive confidential, proprietary and other
information of the Company in confidence, and not, directly or
indirectly, during the term of is employment or any time after his
employment is terminated for any reason to disclose or furnish to
others, assist others in the application of or use for the
Executive's own gain, such information, including, but not limited
to, the Company's customer lists and trade secrets, methods of
conducting or obtaining business, the manner or process of
manufacture, and the design and drawings of its products, or any
part thereof, unless and until it has become public knowledge, or
has come into the possession of such or others by legal and
equitable means. Furthermore, whether or not such information
comprises proprietary information, trade secrets, or confidential
information, the Executive also agrees not to disclose, furnish to
others, assist others in the application of, or use for the
Executive s own gain, either any information within the categories
of information herein above specifically listed, including the
identity of any customers of the Company, or any other information
relating to the Company s business not made available by the Company
to the public or in the public domain.
e) To assist in carrying out the intent of subparagraph (d) above, the
Executive, during the term of his employment, agrees to refrain from
engaging on his own behalf or on behalf of any third party in the
design, manufacture, or sale of electronic equipment, accessories
and components thereof, or to perform services or research work in
this field of activity.
5) Termination: The Executive acknowledge and agrees that, notwithstanding
the foregoing, the Executive's employment with the Company is "at will",
meaning that the Company may terminate the Executive's employment with the
Company at any time, with or without Cause. As used herein, "Cause" means
the Executive's commission of a felony, gross dereliction or abdication of
duties, repeated refusal to perform duties assigned to the Executive by
management that are consistent with the Executive's titles, or the
Executive's intentional acts that cause material harm to the Company.
6) Other Provisions:
a) The Executive agrees to deliver to the Company, upon termination of
his employment, all property and documents of the Company and all
data relating to the Company s business then in his custody and not
take with him any drawings, documents, or reproductions of
confidential or trade secret information or of any other information
of any kind not made available to the public by the Company.
b) The Executive also agrees that the Company may use for any purpose,
at any time during his employment or after such employment, all
photographs of the Executive taken during the term of his
employment.
c) The Executive also agrees that he will not, directly or indirectly,
during the term of his employment or within one year after
termination of his employment for any reason, in any manner,
encourage, persuade, or induce any other Executive of the Company to
terminate his employment, or any person or entity engaged by the
Company to represent it to terminate that relationship.
d) The Executive also agrees to, and acknowledges that he has been
informed that the Company reserves its right to require the
Executive to submit to, and pass a drug-screening test as a
condition of this employment offer.
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Offer letter - X. Xxxxx (cont.)
Please indicate your acceptance of this offer by signing below and returning
this original to Xx. Xxxxxxx Xxxxxx. If you have any questions regarding this
offer, please feel free to contact me directly by phone at (000) 000-0000 or
e-mail at XX@xxx.xxx.
Very Truly Yours, ACCEPTED AND AGREED:
/s/ Xxxxxx X. Xxxxxxxxxx By /s/ Xxxxxxxxx Xxxxx
-------------------------------- ----------------------------
Xxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxx
CEO
7/19/04
--------------------------------
Date
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