EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this Agreement"), is made effective as of August 29,
2000, by and between UMDN, Inc. ("Union Members Discount Network"), and ▇▇▇▇
▇▇▇▇▇.
1. EMPLOYMENT. UMDN, Inc. shall employ ▇▇▇▇ ▇▇▇▇▇ as a senior executive
officer with those rights, powers and authorities generally associated with the
position of chief executive officer. ▇▇▇▇ ▇▇▇▇▇ accepts and agrees to such
employment, subject to the general advice and direction of the Board of
Directors. ▇▇▇▇ ▇▇▇▇▇ agrees to perform faithfully, industriously, and to the
best of his ability, experience, and talents, all of his services hereunder. ▇▇.
▇▇▇▇▇ shall also perform such other duties as are customarily performed by an
employee in a similar position.
2. COMPENSATION. As compensation for the services provided by under this
Agreement, UMDN, Inc. will pay ▇▇▇▇ ▇▇▇▇▇ a monthly salary of $10,000.00 payable
in accordance with the company's usual payroll procedures.
3. EXPENSE REIMBURSEMENT. UMDN, Inc. will reimburse ▇▇▇▇ ▇▇▇▇▇ for
"out-of-pocket" expenses incurred by him, in accordance with the company's
policies in effect from time to time.
4. BENEFITS. ▇▇▇▇ ▇▇▇▇▇ shall be entitled to employment benefits,
including insurance and Profit Sharing as provided by UMDN's policies in effect
from time to time.
5. CONFIDENTIALITY. UMDN, Inc. recognizes that ▇▇▇▇ ▇▇▇▇▇ has and will
have information regarding matters such as trade secrets, customer lists,
product design, and other vital information (collectively, "Information"), which
are valuable, special, and unique assets of UMDN, Inc. ▇▇▇▇ ▇▇▇▇▇ agrees that he
will not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the company. ▇▇. ▇▇▇▇▇ will protect the
Information and treat it as strictly confidential. A violation by ▇▇▇▇ ▇▇▇▇▇ of
this paragraph shall be a material violation of this Agreement and will justify
legal and/or equitable relief.
6. TERM/TERMINATION. ▇▇▇▇ ▇▇▇▇▇'▇ employment under this Agreement shall be
for the period of five (5) years. This Agreement may be terminated by the mutual
agreement of ▇▇▇▇ ▇▇▇▇▇ and the Union Members Discount Network and evidenced by
written notice. Union Members Discount Network may not terminate this Agreement
unilaterally except for cause. If Union Members Discount Network terminates this
Agreement for cause, it shall do so by providing written notice to ▇▇. ▇▇▇▇▇.
For purposes of this Agreement, "cause" means:
(A) ▇▇. ▇▇▇▇▇'▇ conviction of a felony involving moral turpitude under
federal or state law;
(B) ▇▇. ▇▇▇▇▇'▇ failure to perform (other than as a result of ▇▇. ▇▇▇▇▇'▇
being disabled), in any material respect, any of his duties or obligations under
or in accordance with this Agreement and either (1) ▇▇. ▇▇▇▇▇ fails to cure such
failure within thirty business days following receipt of notice from Union
Members Discount Network or (ii) if such failure by its nature cannot be cured
within such thirty business day period, ▇▇. ▇▇▇▇▇ fails to commence to cure such
failure within such thirty business day period.
(C) ▇▇. ▇▇▇▇▇ commits any dishonest, malicious or grossly negligent act
which is materially detrimental to the business or reputation of Union Members
Discount Network, provided, however, Union Members Discount Network shall give
▇▇. ▇▇▇▇▇ written notice of the reason for the termination.
Notwithstanding the foregoing, Mr. ▇▇▇▇▇ ▇▇▇, within thirty business
days following delivery of the notice of termination referred to in the
preceding paragraph, by written notice to the Board of Directors of Union
Members Discount Network, cause the matter of the termination of his employment
by Union Members Discount Network to be discussed at the next regularly
scheduled meeting of the Board of Directors or at a special meeting of the Board
of Directors requested by a majority of the members of the Company's Board of
Directors who are not employees of the Company or any of its subsidiaries. ▇▇.
▇▇▇▇▇ shall be entitled to be present and to be represented by counsel at such
meeting which shall be conducted according to a procedure deemed equitable by a
majority of the directors present. If at such meeting, it shall be determined
that the employment of ▇▇. ▇▇▇▇▇ has been terminated without proper cause, the
provisions of this Agreement shall be reinstated with the same force and effect
as if the notice of termination had not been given; and ▇▇. ▇▇▇▇▇ shall be
entitled to receive the compensation and other benefits provided herein for the
period from the date of the delivery of the notice of termination through the
date of such reinstatement.
7. 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. Amendments to this Agreement must be made in
writing and signed by both parties to be binding on either party.
EMPLOYER:
UMDN, Inc.
By: /s/
---------------------------
Secretary/CFO
EMPLOYEE: /s/
---------------------------
