Exhibit 10.11
Employment Agreement 1
UNIVERSAL BROADBAND COMMUNICATIONS, INC.
EMPLOYMENT AGREEMENT
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FOR XXXXXXX XXXXXX, CHIEF FINANCIAL OFFICER (CFO)
This Agreement is entered into on this 13th day of May, 2002,
in the City of Irvine, California, by and between UNIVERSAL BROADBAND
COMMUNICATIONS, INC., a California corporation (hereinafter referred to
as "COMPANY") and XXXXXXX XXXXXX (hereinafter referred to as "EMPLOYEE")
and collectively called the "Parties". As of the date of the signing of
this Agreement, Xxxx Xxxxx is serving as Chief Executive Officer for the
Company, referred to in this Agreement as "CEO".
This Employment Agreement (hereinafter referred to as "Agreement")
is entered into by and between Company and Employee as follows:
1. RECITALS
1.1 Company owns and operates a Integrated Telecommunications
Company engaging in Long Distance and ISP services to business
and residential customers. The principle place of business of
Company is 00000 Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx,
Xxxxxxxxxx 00000.
1.2 EMPLOYEE is employed by COMPANY as Chief Financial Officer
(CFO) and reports to the CEO and the Board of Directors on the
financial performance of the COMPANY. CFO is also to locate and
assist in capital raising efforts for the COMPANY.
1.3 The CEO has represented to Employee that he has the power and
authority to bind the Company and any successor to accept the
revised terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the parties agree as follows:
2. EMPLOYMENT AS CHIEF FINANCIAL OFFICER (CFO)
2.1 COMPANY hereby employs EMPLOYEE as Chief Financial Officer
(CFO) and EMPLOYEE hereby accepts employment with COMPANY for
period of one
Initial: ______ Initial: ______
Employment Agreement 2
year beginning May 13, 2002. An additional one year option at
the discretion of CEO. This Agreement may be terminated earlier
as hereinafter provided.
3. DUTIES AND RESPONSIBILITIES OF EMPLOYEE
3.1 The Chief Financial Officer (CFO) is responsible for managing
the Accounting Department, supervising specific account
functions as directed by the CEO, as well as assisting CEO with
general Accounting functions and recommend Accounting Policy
and procedures.
3.2 EMPLOYEE is hereby given responsibilities for preparing monthly
financial statements, Quarterly and Annual Reports. Balance
sheets shall be prepared, which show profit and loss and cash
flow projections, and to given to CEO monthly. CFO will also
assist in conducting a year-end audit and interface with
outside audit firms, so COMPANY may complete audits, and
perform other such duties as may be set forth in the Employee
Manual, incorporated herein by this reference, or as directed
by CEO.
3.3 EMPLOYEE shall also interface with banking institutions in
establishing Corporate Bank Accounts and monitor cash flow.
All checks, however, are signed by the CEO, and final
disbursements are determined by CEO only. EMPLOYEE is to
coordinate Investment bankers and/or Broker dealers for the
investment purposes of Company.
3.4 The duties of EMPLOYEE may be changed from time to time by the
mutual consent of COMPANY and EMPLOYEE without resulting in a
rescission of this contract. Notwithstanding any such change
the employment of EMPLOYEE shall be construed as continuing
under this Agreement as modified.
3.5 EMPLOYEE agrees to participate in orientation and service
training programs designated by COMPANY, and to comply with all
training requirements and policies, established from time to
time, by COMPANY.
3.6 EMPLOYEE agrees to comply with all applicable policies of
COMPANY including, but not limited to, personnel and employment
qualifications, employment policies and procedures, etc.
EMPLOYEE further agrees that all activities carried out by him,
pursuant to this Agreement, shall be carried out without
discrimination on the basis of age, sex, physical or mental
handicap, race, color, religion, ancestry, or national origin.
Initial: ______ Initial: ______
Employment Agreement 3
4. PERFORMANCE EVALUATION
4.1 EMPLOYEE'S performance shall be reviewed for the first 90 days,
then on an annual basis by a procedure approved by the CEO of
COMPANY.
5. COMPENSATION
5.1 For all services to be rendered by EMPLOYEE on behalf of
COMPANY, COMPANY agrees to pay, and EMPLOYEE agrees to accept
compensation as follows:
(a) $104,000 first year base salary; beginning on May 13,
2002. Second option year salary to be first year base
salary plus eight percent (8%) increase.
(b) 50,000 (fifty thousand) shares of common stock of COMPANY,
ownership of said stock shall vest with EMPLOYEE in three
months; vesting full amount over three months beginning
May 13, 2002.
(c) The Options of 10,000 (ten thousand) shares of common
stock to be granted with vesting over a twelve-month
period vesting at 1/12 per month, starting May 13, 2002.
Option price to be eighty-five percent (85%) of common
stock evaluation.
(d) Subsequent to the vesting date, shares shall remain the
sole property of EMPLOYEE regardless of change in
ownership and/or control of COMPANY, unless EMPLOYEE and
only EMPLOYEE exercises his right in the sale or transfer
of such stock;
(e) EMPLOYEE shall receive three (3) weeks' paid vacation (15
working days) after first and second year, with no more
than two weeks taken concurrently, unless given permission
in writing by CEO. In the event an EMPLOYEE has accrued
unused vacation days equivalent to the amount of days they
are entitled to for one (1) year of employment at their
current accrual rate, vacation days shall cease to accrue
until such time as the accrued and unused vacation days
fall below such amount. Once accruals begin again,
accruals will not be retroactive;
(f) EMPLOYEE shall receive five days of paid Personal Time per
year. Unused accrued Personal Time has no cash value;
(g) EMPLOYEE shall be included in any and all of COMPANY'S
medical, workers compensation, and all other health
benefits and retirement
Initial: ______ Initial: ______
Employment Agreement 4
plans COMPANY may have (whether they exist at the time of
this Agreement is executed or any time thereafter).
Benefits shall be granted immediately upon execution of
this Agreement, if available by COMPANY;
(h) EMPLOYEE shall receive severance pay upon involuntary
termination of his employment. Such severance pay shall
include two weeks' salary (measured at the time of
termination).
(i) EMPLOYER agrees to provide CFO with an auto allowance of
five hundred dollars ($500) per month.
5.2 EMPLOYEE understands that other type(s) of compensation may be
paid to EMPLOYEE other than that stated in paragraph 5.1.
6. CONFIDENTIAL AND PROPRIETARY INFORMATION
6.1 In the course of his employment, EMPLOYEE may have access to
COMPANY's confidential information and trade secrets, including
all financial information, bank records, stock holder equity
issues, merger issues, P.P.M. issues, confidential records,
data specification, manuals, policies and procedures, client
lists and other items of proprietary and/or confidential
information which are the property of COMPANY and used in the
regular course of its business. During EMPLOYEE's employment
and for three (3) years thereafter, EMPLOYEE warrants that he
will not, directly or indirectly, disclose or use any such
information for his personal benefit or for the benefit of any
third party or to the detriment of COMPANY, except as required
in the regular course of his employment with COMPANY. However,
such confidential information may be disclosed with the written
consent of CEO
6.2 EMPLOYEE shall not use any confidential or financial
information or circulate it to any other person or persons,
except when specifically authorized in advance by COMPANY and
then only to the extent necessary for accomplishing any purpose
CEO or COMPANY may specify in writing.
6.3 EMPLOYEE agrees that copies of confidential information may not
be made without the express written permission of COMPANY and
that all such copies shall be returned to COMPANY, along with
the originals.
6.4 EMPLOYEE acknowledges and agrees that the sale or unauthorized
use or disclosure of any of COMPANY's trade secrets and
information technology that may be construed as Proprietary and
obtained by EMPLOYEE during the course of HIS employment, is to
be constituted as unfair competition. EMPLOYEE promises and
agrees not to engage in any unfair competition with
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Employment Agreement 5
COMPANY at any time, whether during or following the completion
of assigned duties as Chief Financial Officer.
7. COMPETITION
7.1 During the term of this Agreement, EMPLOYEE shall not permit
his name or his professional CPA license to be used by, be
engaged with or carry on with financial and tax services
(either for himself, outside clients, or as a member of
partnership, or as a stockholder, officer including CFO, or
Director of a Corporation, or as an Employee, Agent, Associate,
Independent Contractor or Consultant of any person or
Corporation) in any business including a business that is
competitive with or adverse to COMPANY.
8. TERMINATION
8.1 COMPANY shall have the right to terminate this Agreement for
any of the following reasons by serving written notice upon
EMPLOYEE:
(a) For willful breach of any covenant and condition of
employment, habitual neglect of, willful failure to
perform, or inability to perform, EMPLOYEE's duties and
obligations as CFO;
(b) For illegal conduct, constituting a crime involving moral
turpitude, conviction of a felony, or any conduct
detrimental to the interests of COMPANY;
(c) For physical or mental disability rendering EMPLOYEE
incapable of performing his duties for a consecutive
period of 180 days, or by death;
(d) Determination by CEO that the continued employment of CFO
is detrimental to the best interests of COMPANY. If said
matter of termination comes before the COMPANY's Board of
Directors, the Board of Directors shall have the sole and
absolute discretion as to whether or not continued
employment is in the best interests of COMPANY.
8.2 In the event of termination of this Agreement, EMPLOYEE shall
be entitled to the compensation earned prior to the date of
termination, as provided for in this Agreement, computed pro
rata, up to and including that date.
Initial: ______ Initial: ______
Employment Agreement 6
9. CLIENT RECORDS
9.1 It is expressly understood that all documents and/or records
provided to EMPLOYEE by COMPANY including but not limited to
audits, balance sheets, cash flow projections, investors,
financial status, constitute proprietary information and is the
property of COMPANY and upon termination of his employment,
EMPLOYEE shall not have access to such records or documents.
10. ASSIGNMENT
10.1 Nothing contained in this Agreement shall be construed to
permit assignment by EMPLOYEE, of any rights or duties under
this Agreement. Any such assignment is expressly prohibited.
11. DISPUTE RESOLUTION/MEDIATION
11.1 In the event that there is any dispute as to any items subject
to this Agreement, including, but not limited to, the extent,
quality, manner and location of duties and services to be
rendered and compensation to be paid, such disagreement shall
first be submitted to the CEO of Company for resolution and if
not resolved by and between the parties, shall then be
submitted to the Board of Directors of COMPANY. Any dispute
related to the interpretation or enforcement of this Agreement
that is not resolved by the CEO or the Board of Directors, the
Parties agree that it first shall be submitted to Mediation.
If Mediation is not successful in resolving the entire dispute,
any outstanding issues shall be submitted to final and binding
arbitration in accordance with the rules established by the
American Arbitration Association. The arbitrator's award shall
be final and judgment may be entered upon it by any Court
having competent jurisdiction. If either party hereto shall
institute any legal or other proceedings to enforce or
interpret any rights hereunder or terms thereof, the prevailing
party in such action will be entitled to reasonable Attorney
fees and all court costs. Jurisdiction and venue shall be in
the County of Orange, State of California.
12. COSTS AND ATTORNEYS' FEES
12.1 In the event that either party hereto shall bring any such
action to enforce any provision of this Agreement, pursuant to
Paragraph 11, or as a result of any default in the performance
of any provision of this Agreement, the prevailing party in
such action shall be entitled to recover all costs and
expenses,
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Employment Agreement 7
including reasonable Attorney's fees, incurred by such
prevailing party in connection with such action.
13. ENTIRE AGREEMENT
13.1 This Agreement constitutes the entire Agreement between the
parties hereto with respect to the employment of EMPLOYEE by
COMPANY, and contains all the covenants and agreements between
the Parties and supersedes all prior agreements. Any
modification of this Amended Agreement will become effective
only if in writing, dated and signed by the Parties.
14. CALIFORNIA LAW
14.1 This Agreement shall be governed by and construed in accordance
with the Laws of the State of California.
15. NOTICES
15.1 All notices or other communication that either party may desire
or may be required to deliver to the other party, may be
delivered in person or by depositing same in the United States
mail, postage prepaid, Certified or Registered Mail, addressed
as follows:
If to Employee:
XXXXXXX XXXXXX
0000 Xxxxxxxxx Xxxxx, Xx. 000
Xxxxxx, XX 00000
If to Company:
Xxxx Xxxxx, CEO
Universal Broadband Communications, Inc.
00000 Xxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Initial: ______ Initial: ______
Employment Agreement 8
16. FURTHER DOCUMENTS
16.1 The Parties hereto agree to execute any further documents and
to take such further actions that may be necessary or
appropriate in order to carry out the purposes of this
Agreement.
17. VIOLATION OF LAW
17.1 In the event it is determined that any part of this Agreement
is in violation of applicable law, the parties agree to
negotiate, in good faith, to amend this Agreement as is
necessary to conform to the Law.
18. WAIVERS
18.1 Any waiver of any term, covenant or condition of this Agreement
by any party hereto, should not be effective unless set forth
in writing, signed by the party granting such waiver and the
other party thereto. If a partial waiver is granted or agreed
to by the parties, in no event shall any such waiver be deemed
to be a waiver of any other term, covenant or condition of this
Agreement.
19. CONTRACT REVIEW
I hereby agree to the above AGREEMENT TO COVER MY employment
Contract period and certify that I have read the foregoing and fully
understand the meaning and effect thereof, and intend to be legally
bound. This Agreement is executed on this 13 day of May, 2002, in
Irvine, California.
By: /s/ XXXXXXX XXXXXX May 13, 2002
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XXXXXXX XXXXXX, Employee Date
By: /s/ XXXX XXXXX May 13, 2002
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Xxxx Xxxxx, CEO of Universal Broadband Date
Initial: ______ Initial: ______