EXHIBIT 10.21
EMPLOYMENT AGREEMENT
Agreement is by and between RomNet Support Services, Inc. with
an office and place of business at 0000 Xxxxxxxx Xxxxx Xxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (hereinafter called "Corporation"), acting herein by its
Secretary, duly authorized by its Board of Directors, and Xxxxxxxx X. Xxxxxxx,
(hereinafter called "Employee").
Corporation desires to employ Employee as President, or any
other position required, of the Corporation under the terms and conditions set
forth herein and Employee desires to be so employed.
NOW, THEREFORE, the parties agree as follows:
1. Employment. Corporation agrees to employ Employee and
Employee agrees to be so employed in the capacity of President, or any other
position required.
2. Term. Employment shall be for a term of one (1) year
commencing on 12/1/98 unless the Employee shall have received written
notification from the Board of Directors of Corporation that this employment
Agreement will not be renewed at least 90 days prior to its expiration, then
this Agreement shall be extended, without further formalities, on the same terms
and conditions.
3. Salary. Corporation shall provide to Employee as
compensation for his services $85,000 Annually plus:
(a) Stock Option Plan: 85,000 shares at an exercise
price as of the closing bid price on the date this contract is signed - 25,000
shares will vest on signature, the balance on first anniversary.
(b) Bonus Program to be established based on approved
budget. Plan to be established by 1/1/99.
4. Insurance Benefits. The Corporation shall maintain medical
and dental insurance programs if needed because of loss of wife's coverage. The
Corporation shall pay 50% of the expense incurred for these for the Employee and
his family.
5. Expenses.
(a) Reimbursement. The Corporation shall reimburse
Employee for all reasonable and necessary expenses incurred in carrying out his
duties under this Agreement. Employee shall present to the Corporation an
itemized account of such expenses in any form required by the Corporation on a
weekly basis.
(b) Auto - will provide auto and maintenance and
insurance, with the value of the car not to exceed $30,000.
(c) Company will provide for reasonable living
expenses (apartment) in the greater Boston area.
6. Termination. This Agreement may be terminated for the
following reasons:
(a) For Cause: Corporation may terminate this
Agreement for cause because of Employee's gross and intentional failure to
perform the duties of President, or any other position required.
(b) Disability: Employer shall have the right to
terminate this Agreement on 30 days notice to Employee if, because of mental or
physical disability Employee shall be determined by competent medical authority
to be incapable for a period of 90 days from fully performing any or all of his
obligations of his position within the Corporation. In this event Corporations
obligations under this Agreement shall terminate 52 weeks after the
determination of such disability.
(c) Convenience of the Corporation: In the event
Employee's employment is terminated by the Corporation for reasons of
convenience to the Corporation and not due to any cause as provided above, the
Corporation agrees to provide to Employee written notice 30 days prior to the
effective date of termination plus the balance of salary due under the terms of
this Agreement.
7. Restrictive Covenants. During the term of this Agreement
and for a period of two (2) years after the termination or expiration of this
Agreement, the Employee will not solicit any customers of Employer or within a
one-hundred mile radius of Employer's business locations, directly or
indirectly, own, manage, operate, control, be employed by or participate in any
business that competes with and/or sells similar products and/or services as the
products or services offered or business conducted by the Employer. In the event
of the Employee's actual or threatened breach of the provisions of this
paragraph, the Employer shall be entitled to an injunction restraining the
Employee therefrom. Nothing shall be construed as prohibiting the Employer from
pursuing any other available remedy for such breach or threatened breach,
including the recovery of damages from the Employee, including reasonable
attorneys fees.
8. Disclosure of Confidential Information. The Employee
acknowledges that he will have access to significant amounts of confidential
information of Employer and its Parent Company, Carnegie International
Corporation, including such information as lists of customers, sources of
supply, production information, product information, service information,
formulas, computer programs and development ideas related thereto, work in
progress, trade secrets, technical information acquired by Employee from
Employer or Carnegie or from the inspection of Employer's or Carnegie's
property, confidential information
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disclosed to Employee by third parties, and all documents, things and record
bearing media disclosing or containing the aforegoing information, including any
confidential materials prepared by the parties hereto which contain or otherwise
relate to such information concerning the Employer's and/or Carnegie's
financial, intellectual, technical and commercial information (collectively
hereinafter referred to as "Confidential Information") which shall be and remain
confidential. The Employee will not during or after the term of this employment,
disclose the Confidential Information or any part thereof to any person, firm,
corporation, association, or other entity for any reason or purpose whatsoever.
In the event of a breach or threatened breach by the Employee of the provisions
of this paragraph, the Employer shall be entitled to any injunction restraining
the Employee from disclosing, in whole or in part, the Confidential Information,
or from rendering any services in connection with the telecommunications
industry to any person, corporation, association, or other entity to whom such
Confidential Information, in whole or in part, has been disclosed or is
threatened to be disclosed. Nothing herein shall be construed as prohibiting the
Employer or Carnegie from pursuing any of the remedies available to the Employer
for such breach or threatened breach, including the recovery of damages from the
Employee. The Employee shall be responsible to Employer and Carnegie for
reasonable attorneys fees and costs incurred in connection with the enforcement
of this provision should a Court of competent jurisdiction rule in favor of
Employer or Carnegie in connection with a cause of action brought for
enforcement of said provision.
9. Indemnity. Corporation shall indemnify Employee and hold
him harmless for all acts or decisions made by him in good faith while
performing services for the Corporation. Corporation shall use its best efforts
to obtain insurance coverage for him covering his acts or decisions during the
term of his employment against lawsuits. Corporation shall pay all expenses
including attorneys fees actually and necessarily incurred by Employee in
connection with the defense of such act or decision in any suit or proceeding
and in connection with any related appeal including the cost of settlement.
10. Notices. All notices required or permitted to be given
under this Agreement shall be given by certified mail, return receipt requested,
to the parties at the following addresses or to such other addresses as either
may designate in writing to the other party:
If to Corporation:
RomNet Services, Inc.
c/o Carnegie International Corporation
00000 XxXxxxxxx Xxxx, Xxxxx 0000
Xxxx Xxxxxx, XX 00000
If to Employee:
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11. Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Maryland.
12. Entire Contract. This Agreement constitutes the entire
understanding and Agreement between the Corporation and Employee with regard to
all matters herein. There are no other Agreements, conditions, or
representatives, oral or written, express or implied, with regard thereto. This
Agreement may be amended only in writing, signed by both parties.
13. Headings. Headings in this Agreement are for convenience
only and shall not be used to interpret or construe its provisions.
14. Binding Effect. The provisions of this Agreement shall be
binding upon and inure to the benefit of both parties and their respective
successors and assigns.
In Witness Whereof, Corporation has by its appropriate
officers, signed and affixed its seal and Employee has signed and sealed this
Agreement.
ATTEST ROMNET SUPPORT SERVICES, INC.
/s/ By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Chairman
WITNESS EMPLOYEE
/s/ By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------- ---------------------------
Xxxxxxxx X. Xxxxxxx
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