Exhibit 10.3
Form 8-K
Edlam Acquisition Corporation
File No. 000-29123
Employment Agreement
XXXXX X. XXXXX
THIS AGREEMENT, made as of the 18 day of January 2001, by and
between Ed-Lam Acquisition Corporation, a Nevada corporation (the
"Company"), and Xxxxx X. Xxxxx ("Employee").
Witnessed:
WHEREAS, the Company is engaged in the business of
telecommunications, information systems; and
WHEREAS, Employee possesses valuable knowledge and skills that
will contribute to the successful operation of the Company's
business; and
WHEREAS, the Company desires to procure the services of Employee,
and Employee is willing to enter the employment of the Company,
upon the terms and subject to the conditions hereinafter set
forth;
NOW, THEREFORE, intending to be legally bound, the Company agrees
to employ Employee, and Employee hereby agrees to be employed by
the Company, under the following terms and conditions:
Article I
Employment
1.01 Office. Employee is hereby employed as Chief Financial
Officer and in such capacity shall use her best energies and
abilities in the performance of her duties hereunder and in the
performance of such other duties as may be assigned to him from
time to time by the Board of Directors and/or Chief Executive
Officer of the Company and commensurate Employee's regular duties
and responsibilities.
1.02 Term. Subject to the terms and provisions of Article II
hereof, Employee shall be employed by the Company for a period of
5 years, commencing on the date of this Employment Agreement.
1.03 Base Salary. During the term of Employee's employment
hereunder, compensation shall be paid to Employee by the Company
at the rate of $25,000 per annum (the "Base Salary"), payable
monthly. The rate of compensation to be paid to Employee may be
adjusted upward or downward (but not below the Base Salary) by
the Board of Directors of the Company at any time based upon
Employee's contribution to the success of the Company and on such
other factors as the Board of Directors of the Company shall deem
appropriate. The Company shall also reimburse Employee for all
pre-approved reasonable out-of-pocket expenses incurred by
Employee in the lawful and ordinary course of the Company's
business and properly reported to the Company in accordance with
its accounting procedures.
1.04 Additional Incentive Compensation. Employee shall be
entitled to such bonuses as may be determined from time to time
by the Board of Directors of the Company taking into account the
performances of the Company in relation to the annual business
plan of the Company.
Employee shall be entitled to a one-time payment of
additional compensation of eight hundred fifty thousand
(850,000) shares of Ed-Lam Acquisition Corporation common
stock @ $0.02 per share as a signing bonus.
Further, by this paragraph, the Employer grants the Employee
an option to purchase five hundred thousand (500,000) shares
of Triden Telecom, Inc. common stock at a purchase price of
$0.01 per share. This option may be exercised at any time
during the term of employment under this Agreement. However,
in the event that the employment term is terminated by the
Employer, for reasons other than good cause, the Employee
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shall retain the right to exercise any unused portion of the
option until January 5, 2006. The option may be exercised in
whole or in part but may be exercised only in lots of 100,000
shares or more. It is agreed that the Employee shall not
have any of the rights of, nor be treated as, a shareholder
with respect to the shares subject to this option until the
Employee has exercised the option, delivery of the stock
certificates for such shares has been made to the Employee,
and the Employee has become the shareholder of record of such
shares. The option set forth in this paragraph is not
assignable.
1.05 Employee Benefits. At all times during the term of
Employee's employment hereunder, Employee shall (a) be covered by
such medical or health benefit plans and pensions as are
available generally to Employees of the Company, (b) be eligible
to participate in any stock option, stock bonus, or profit
sharing or similar plans of the Company under the terms of any
such plans, (c) be entitled to the use of a vehicle at the
Company's expense, which vehicle was acquired by the Company for
Employee's use, and (d) be entitled to fifteen (15) days of
vacation time per annum.
Article II
Termination
2.01 Illness, Incapacity. If during the term of Employee's
employment hereunder Employee shall be prevented from effectively
performing any material portion of his duties hereunder because of
illness or disability for a period of 90 consecutive days, then
the Company may, by written notice to Employee, terminate Employee's
employment hereunder. Upon delivery to Employee of such notice,
together with payment of any salary accrued under Section 1.03 hereof,
Employee's employment and all obligations of the Company under Article I
hereof shall forthwith terminate. The obligations of Employee under
Article IV hereof shall continue notwithstanding termination of
Employee's employment pursuant to this Section 2.01.
2.02 Death. If Employee dies during the term of her employment
hereunder, Employee's employment hereunder shall terminate and all
obligations of the Company hereunder, other than any obligations with
respect to the payment of accrued obligations and Employee, shall be
entitled to a death benefit, payable to Employee's designated beneficiary,
by the Company in an amount equal to Employee's base salary hereunder for
a twelve (12) month period.
2.03 Company Termination.
(a) For Cause. This Agreement may be terminated by the Board of
Directors of the Company, and all rights of Employee hereunder,
including her right to receive compensation, shall terminate,
upon the occurrence of one or more of the following:
a. In the event Employee shall fail or refuse, after request
from Company to comply with the reasonable policies, standards,
and regulations of Company from time to time established; or
b. In the event Employee shall be guilty of fraud, dishonesty,
or other acts of misconduct in performing her duties on behalf of
the Company; or
c. In the event Employee shall fail or refuse, after request by
the Company, to faithfully or diligently perform the provisions
of this Agreement or the usual or customary duties of her
employment; or
d. In the event Employee shall die, or in the opinion of an
independent physician, shall become totally disabled for a period
of three consecutive months from performing the duties of his
employment.
If Employee has failed to perform his duties hereunder or under law, has
violated any of the agreements, covenants, terms, or conditions hereunder
in any material respect (which continues for 5 days or more after
the Company gives
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Employee written notice thereof) or has engaged in conduct which has
injured or would injure in any material respect the business or
reputation of the Company or otherwise materially adversely affect its
interests (which continues for 5 days or more after Company gives Employee
written notice thereof), then, and in such event, the Company may, by
written notice to Employee, terminate Employee's employment hereunder.
Upon delivery to Employee of such notice, together with payment of any
salary accrued under Section 1.03 hereof,Employee's employment and all
obligations of the Company under Article I hereof shall continue
notwithstanding termination of Employee's employment pursuant to this
Section 2.03(a).
(b) Without Cause. Employee's employment hereunder may be terminated at any
time by the Company's Board of Directors without cause. Upon such
termination, the Company shall pay Employee an amount equal to one-half the
remaining term of this Employment Agreement at an annual rate equal to the
Base Salary. Except as provided in the preceding sentence, payment of
compensation to Employee hereunder shall cease effective as of the date
of any such termination. The obligations of Employee under Article IV
hereof shall continue notwithstanding termination of Employee's
employment pursuant to this Section 2.03(b).
2.04 Employee Termination. Employee agrees to give the Company sixty (60)
days prior written notice of the termination of her employment with
the Company. Simultaneously with such notice, Employee shall inform
the Company in writing as to her employment plans following the
termination of her employment with the Company. The obligations of
Employee under Article IV hereof shall continue notwithstanding
termination of Employee's employment pursuant to this Section 2.04.
Article III
Employee's Acknowledgements
3.01 Employee recognizes and understands that her duties at Ed-
Lam may include the preparation of materials, including written
or graphic materials, and that any such materials conceived or
written by him shall be done as "work made for hire" as defined
and used in the Copyright Act of 1976, 17 U.S.C. 1 et seq. In
the event of publication of such materials, Employee understands
that since the work is a "work made for hire," the Company will
solely retain and own all rights in said materials, including
rights of copyright, the Company may, at its discretion, on a
case-by-case basis, grant Employee by-line credit on such
materials as the Company may deem appropriate.
Article IV
Employee's Covenants and Agreements
4.01 Non-Competition and Non-Disclosure Agreement. Employee has
entered into a Non-Competition and Non-Disclosure with the Company
dated as of the date hereof and in connection herewith.
4.02 Disclosure of Works and Inventions/Assignment of Patents.
Employee shall disclose promptly to the Company or its nominee
any and all works, inventions, discoveries, and improvements
authorized, conceived or made by Employee during the period of
employment and related to the business or activities of the
Company, and hereby assign and agree to assign all his interest
therein to the Company or its nominee. Whenever requested to do
so by the Company, Employee shall execute any and all
applications, assignments, or other instruments, which the
Company shall deem necessary to apply for and obtain letters,
patents, or copyrights of the United States or any foreign
country or to otherwise protect the Company's interest therein.
Such obligations shall continue beyond the termination of
employment with respect to works, inventions,
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discoveries, and
improvements authored, conceived, or made by Employee during the
period of employment and shall be binding upon Employee's
assignees, executors, administrators, and other legal
representatives.
4.03 Duties. Employee agrees to be a loyal employee of the
Company. Employee agrees to devote her best efforts full-time to
the performance of his duties for the Company (except for
reasonable vacations, illness, and incapacity), to give proper
time and attention to furthering the Company's business, and to
comply with all reasonable rules, regulations, and instruments
established or issued by the Company. Employee further agrees
that during the term of this Agreement, Employee shall not,
directly or indirectly; engage in any business which would
detract from Employee's ability to apply her best efforts to the
performance of her duties hereunder. Employee also agrees that
she shall not usurp any corporate opportunities of the Company.
Notwithstanding the foregoing, Employee shall not be prohibited
from serving as director or officer of Triden Telecom, Inc.
4.04 Return of Materials. Upon the termination of Employee's employment
with the Company for any reason, including without limitation
termination by the Company for cause or without cause, Employee shall
promptly deliver to the Company, any and all correspondence, drawings,
blueprints, manuals, letters, notes, notebooks, reports, flowcharts,
programs, proposals, and any documents concerning the Company's customers
or concerning products or processes used by the Company and, without
limiting the foregoing, will promptly deliver to the Company any and
all other documents or materials containing or constituting confidential
information of the Company.
4.05 Work Made for Hire. Employee agrees that in the event of
publication by Employee of written or graphic materials prepared as
part of her duties at the Company, the Company will retain and own
all rights of said materials, including right of copyright.
Article V
Employee's Representations and Warranties
5.01 No Prior Agreements. Employee represents and warrants that
she is not a party to or otherwise subject to or bound by the
terms of any contract, agreement, or understanding which would, in
any manner, limit or otherwise affect her ability to perform her
obligations hereunder, including, without limitation, any contract,
agreement, or understanding containing terms and provisions similar
in any manner to those contained in Article IV hereof. Employee
further represents and warrants that his employment with the Company
will not require her to disclose or use any confidential information
belonging, from and after the date of this Agreement, too
prior employers or other persons or entities.
5.02 Employee's Abilities. Employee represents that her
experience and capabilities are such that the provisions in
Article IV will not prevent him from earning her livelihood, and
acknowledges that it would cause the Company serious and
irreparable injury and cost if Employee were to use her ability
and knowledge in competition with the Company or to otherwise
breach the obligations contained in Article IV.
5.03 Remedies. In the event of a breach by Employee of the terms
of this Agreement,the Company shall be entitled, if it shall so elect,
to institute legal proceedings to obtain damages for any such breach,
or to enforce the specific performance of this Agreement by Employee
and to enjoin Employee from any further violation of this
Agreement and to exercise such remedies cumulatively or in conjunction
with all other rights and remedies provided by law. Employee
acknowledges, however, that the remedies at law for any breach by her
of the provisions of this Agreement may be inadequate and that the
Company shall be entitled to injunctive relief against her in the event
of any breach.
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5.04 Review by Counsel. Employee represents and warrants that counsel for
Employee has reviewed this Agreement and that Employee has been
informed by such counsel that the terms and provisions of this Agreement
are reasonable.
Article VI
Miscellaneous
6.01 Authorization to Modify Restrictions. It is the intention
of the parties that the provisions of Article IV hereof shall be
enforceable to the fullest extent permissible under applicable law,
but that the unenforceability (or modification to conform to
such law) of any provision or provisions hereof shall not render
unenforceable, or impair, the remainder thereof. If any provision or
provisions hereof shall be deemed invalid or unenforceable, either in
whole or in part, this Agreement shall be deemed amended to delete or
modify, as necessary, the offending provision or provisions and to alter
the bounds thereof in order to render it valid and enforceable.
6.02 Entire Agreement. This Agreement represents the entire agreement of
the parties and may be amended only by a writing signed by each of
them with respect to the subject matter hereof.
6.03 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
6.04 Consent to Jurisdiction. Employee hereby irrevocably submits to the
personal jurisdiction of the United States District Court for the
Eastern District of Texas or the District Court of Xxxxx County,
Texas in any action or proceeding arising out of or relating to this
Agreement, and Employee hereby irrevocably agrees that
all claims in respect to any such action or proceeding may be heard
and determined in either such court.
6.05 Service of Process. Employee hereby irrevocably consents to the service
of any summons and complaint any other process which may be
served in any action or proceeding arising out of or relating to this
Agreement brought in the United States District Court for the Eastern
District of Texas or the District Court of Xxxxx County, Texas by the
mailing by certified or registered mail of copies of such process to
Employee at his address as set forth on the signature page hereof.
6.06 Remedies. The prevailing party in any proceeding for
damages or injunctive relief, in addition to other relief, shall be
entitled to reasonable attorney's fees, costs, and the expenses of
litigation incurred in connection with such action.
6.07 Agreement Binding. The obligations of Employee under this Agreement
shall continue after the termination of his employment with
the Company for any reason, with or without cause, and shall be binding
on her heirs, executors, legal representatives, and assigns and shall
inure to the benefit of any successors and assigns of the Company.
6.08 Counterparts, Section Headings. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of This together shall constitute one and the same instrument.
The section headings of this Agreement are for convenience of reference
only and shall not affect the construction or interpretation of any
of the provisions hereof.
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EMPLOYEE ACKNOWLEDGES THAT SHE HAS READ AND UNDERSTANDS THE
FOREGOING PROVISIONS AND THAT SUCH PROVISIONS ARE REASONABLE AND
ENFORCEABLE.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed the day and
year first above written.
OATH OF OFFICERS
State of Texas)
County of Xxxxx)
I, Xxxxx X. Xxxxx, do solemnly promise and swear that I will
faithfully discharge the duties of Chief Financial Officer of Ed-
Lam Acquisition Corp., according to the best of my ability.
/s/ Xxxxx X. Xxxxx
Address: X.X. Xxx 0000
Xxxxx, XX 00000
Attest: Ed-Lam Acquisition Corp.
By: /s/ President and CEO
Triden Telecom, Inc.
/s/ Xxxxxx X. Xxxxx
President and CEO
(Corporate Seal)
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