EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made this the 11th day of September, 2001, by and between
Breda Telephone Corp., an Iowa Corporation, hereinafter referred to as "Breda",
and Xxxx Xxxxxx, the Chief Financial Officer and Co-Chief Executive Officer,
hereinafter referred to as "Xxxx".
WHEREAS, Xxxx is presently employed by Breda pursuant to an Employment
Agreement dated the 1st day of April, 2000, and
WHEREAS, the parties hereto desire to terminate that agreement and enter
into a new agreement based on the terms and conditions set forth below.
NOW, therefore in consideration of the mutual covenants and obligations
hereinafter set forth, the parties agree as follows:
1. Termination of Old Employment Agreement. The parties hereto agree that
the old Employment Agreement shall be terminated concurrently with the execution
of this agreement and shall be of no further force or effect. The parties hereto
waive and release all rights that they may have under the old Employment
Agreement as of the date hereof.
2. Employment and Duties. Breda employs Xxxx in the capacity as Chief
Financial Officer and Co-Chief Executive Officer, subject to the control of the
Board of Directors. Xxxx shall perform such other and additional duties as shall
be assigned to her from time to time by such Board of Directors.
3. Compensation. During the term of this agreement, Breda shall pay Xxxx a
salary and bonus as follows:
(a) Salary. Jane's yearly salary shall be $75,000.00, payable in
accordance with Breda's regular payroll procedures.
(b) Bonus. The system for determining a bonus for Xxxx has been
established by the Board of Directors. A copy of the procedure is
attached hereto and marked as "Attachment A", and made a part
hereof. The final determination as to the amount of the bonus
rests solely in the discretion of the Board of Directors.
However, the Board does hereby agree that the methodology and
procedures will follow the guidelines as outlined in the
"Attachment A".
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4. Other Employee Benefits. Xxxx shall be entitled to all employee benefits
extended, from time to time, to all full time employees of Breda.
5. Extent of Service. Xxxx shall devote her entire attention and energy to
the business and affairs of Breda, and should not be engaged in any other
business activity, whether or not such business activity is a pursuit for gain,
profit or other pecuniary advantage, unless Breda consents to Jane's involvement
in such business activity. This restriction shall not be construed as preventing
Xxxx from investing her assets in a form or manner that would not require Jane's
services in the operation of any of the company in which such investments are
made.
6. Term. The term of this agreement shall begin on the date this document
is executed, and shall terminate on the 1st day of April, 2002.
7. Termination Without Cause. Breda may terminate this agreement at any
time, without cause, by giving thirty (30) days written notice to Xxxx. In that
event, if requested by Xxxxx, Xxxx shall continue to render her services and
shall be paid her regular compensation up to the date of termination. In
addition, Xxxx shall be paid on the date of termination the severance allowance
equal to the amount remaining to be paid under this contract.
Xxxx xxx terminate this agreement, at any time, by giving sixty (60) days
notice to Breda. In that event, Breda shall pay Xxxx her compensation up to the
date of termination. Xxxx shall not be entitled to any severance payment and
will not be considered for any performance upon her voluntary termination.
8. Termination for Cause. Breda may terminate this agreement for cause upon
five (5) days written notice to Xxxx stating the reason for said termination.
Matters which would be considered terminable for cause would include, but not be
limited to:
(a) Fraud or theft;
(b) Falsifying records;
(c) Refusal to carry out a specific order of the Board of Directors;
(d) Abuse, discrimination, or harassment of another employee;
(e) Unauthorized dissemination of records or information;
(f) Divulging confidential information;
(g) Possession of illegal drugs or weapons while on Breda property;
(h) Conviction of a crime, the nature of which would be calculated to
render an employee undesirable as a co-manager and detrimental to
the best interest of the company; and
(i) Using or possessing intoxicants or narcotics of any kind while on
company premises or being at work under the influence of such
substances.
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9. Illness or disability. If Xxxx is absent from her employment by reason
of illness or other incapacity for more than twenty-six (26) consecutive weeks,
Breda may, after such twenty-six (26) consecutive weeks, but only if Xxxx then
fails to return to active employment with Breda, terminate Jane's employment by
furnishing her with notice of termination. Breda shall pay Xxxx compensation
during any period of illness or incapacity in accordance with Breda's sick pay
policy then in effect.
10. Death. If Jane's employment terminates by reason of her death, Breda
shall only be obligated to make the payments required under its pension plan.
11. Restrictive Covenants. During the term of this agreement, and for a
period of one (1) year hereafter, Xxxx shall not, either as an individual or on
her own account, or as a partner, joint venture, employee, agent, officer,
director or shareholder, directly or indirectly (a) enter into or engage in any
business competitive with that of Breda within fifty (50) mile area in which
Breda is then doing business; and (b) solicit or attempt to solicit any of
Breda's customers with the intent or purpose to perform services for such
customers which are the same or similar to those provided to the customer by
Breda, or to sell to such customers goods which are the same or similar to those
provided to customers by Breda.
12. Confidential Information. Xxxx acknowledges and agrees that all
information of a technical or business nature, such as know how, trade secrets,
business plans, data, processes, techniques, customer information, inventions,
discoveries and devices, acquired by Xxxx in the course of her employment under
this agreement, is valuable, proprietary information of Breda. Xxxx agrees that
such confidential information whether in written, verbal or model form shall not
be disclosed to anyone outside of the employment of Breda, without Breda's
written consent.
13. Return of Documents. Upon the termination of Jane's employment with or
without cause, Xxxx shall immediately return and deliver to Breda and shall not
retain any originals or copies of any books, papers, price lists, customer
contacts, bids, customer lists, files, notebooks or any other documents
containing any of the confidential information or otherwise relating to Jane's
performance of duties under this agreement. Xxxx further acknowledges and agrees
that all such documents are Breda's sole and exclusive property.
14. Expenses. Xxxx is authorized to incur only such expenses for promoting
and continuing Breda's business as Breda may from time to time deem reasonable
and appropriate. Breda will reimburse Xxxx for all such expenses upon Jane's
presentation of receipts and an itemized accounting therefore.
15. Construction of Agreement. This agreement shall be interpreted,
constructed and governed by and under the laws of the State of Iowa. If any
provision or clause of this agreement or the application thereof to either party
is held to be invalid by a court of competent jurisdiction, then
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such provision shall be severed therefrom and such invalidity shall not effect
any other provision of this agreement.
(a) In the event that the provisions of paragraph 11 shall ever be
deemed to exceed the time or geographical limits permitted by
applicable law, then such provision shall be reformed to the
maximum time and geographical limits permitted by applicable law.
(b) The representations, warranties, covenants and agreements of the
parties shall be revived continuously during the Term, or in
consideration of the compensation paid to Xxxx, and shall survive
the termination of this agreement.
(c) This agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof, and there are
no understandings, representations or warranties of any kind
between the parties except as expressly set forth herein.
(d) Neither this agreement nor any right or obligation of Xxxx
hereunder may be assigned by Xxxx without the prior written
consent of Breda.
(e) Subject thereto, this agreement and the covenants and conditions
herein contained shall enure to the benefit of and shall be
binding upon the parties hereto and their respective successors
and permitted assigns.
BREDA TELEPHONE CORP.
/s/ Xxxx Xxxxxx /s/ Xxxxxxxx Xxxxxxxx, Vice President
---------------------------------- -------------------------------------
Xxxx Xxxxxx
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"Attachment A"
Performance Bonus Rating
Calendar Year Results
Title: CFO / Co-CEO
Period in Review: April 1, 2001 to March 31, 2002
Eligibility: CFO / Co-CEO on payroll through calendar year 2001
Initial Reviewers: Board of Directors Compensation Committee
Approval: Full Board of Directors
Payout Timing: Following Annual Stockholders' Meeting
Below As Expected Above
(0 pts.) (1 pts.) (2 pts.)
Employees
--------- --------- ---------
Board of Directors
--------- --------- ---------
Increase Operating Revenue
--------- --------- --------
Development of Contingency Plan
--------- --------- --------
COO Development
--------- --------- --------
Convention / Networking
--------- --------- --------
Vendors / Investors
--------- --------- ---------
(0 pts.) (3 pts.) (6 pts.)
Limitation on Hours
--------- --------- ---------
Total Performance Bonus
--------- --------- --------
Max Bonus Potential 0% 10% 20%
Comments:_______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Key Manager Annual Performance Bonus recommendation for the year of _________,
by the Compensation Committee Directors (signatures / dates below).
____________________________ ______________________________
____________________________ ______________________________
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