EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Agreement is effective March 30, 1998, by and between Breda Telephone
Corporation, an Iowa corporation, hereinafter referred to as "Breda", and Xxxx
Xxxxxx, hereinafter referred to as "Xxxx".
Breda desires to employ Xxxx to devote her full-time to the business of the
corporation, and Xxxx desires to be so employed.
The parties agree as follows:
1. Employment. Breda agrees to employ Xxxx, and Xxxx agrees to be so
employed, in the capacity of Chief Financial Officer and Co-Manager. Employment
shall be for a term of two (2) years, effective as of March 30, 1998, and
terminating March 30, 2000.
2. Time and Efforts. Xxxx shall diligently and conscientiously devote her
full and exclusive time and attention and best efforts in discharging her duties
as Breda's Chief Financial Officer and Co-Manager.
3. Board of Directors. Xxxx shall at all times discharge her duties in
consultation with, and under the supervision of, Breda's Board of Directors.
4. Compensation. Breda shall pay to Xxxx as compensation for her services
the sum of Fifty-five Thousand Dollars ($55,000.00) on an annual basis. The
Board of Directors, after six (6) months, shall review Jane's performance and
her salary.
5. Benefits. Breda shall provide the following benefits to Xxxx:
a. Health Insurance. 80/20 coverage with 100% hospitalization
coverage. Breda will pay the premium for family insurance
coverage. Xxxx will be responsible for paying the $250.00
deductible and $100.00 deductible for dental care, eye care, and
drug card.
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b. Life Insurance. Breda will provide life insurance coverage in an
amount equal to one times Jane's yearly salary.
c. Disability Insurance. Breda will provide long term disability
coverage as outlined by NTCA.
d. Retirement. Contributions to a retirement fund will be made by
Breda in an amount equal to 8.6% of Jane's yearly salary, and
Xxxx will contribute 3.0% of her yearly salary to said fund.
e. Pre-Retirement Death Benefit. Breda will provide Pre-Retirement
Death Benefit to Xxxx as contained in the NTCA package.
f. Clothing Allowance. Breda will provide Xxxx with a $300.00
clothing allowance during her first year of employment with the
company, and $150.00 per year for every year of employment
thereafter.
g. Free local telephone service.
h. Free basic cable service if living in a town served by Breda.
6. Expenses. Breda shall reimburse Xxxx for all reasonable and necessary
expenses incurred in carrying out her duties under this agreement. Xxxx shall
present to Breda from time to time an itemized account of such expenses in the
form required by Breda.
7. Disability. In the event any illness or accident renders Xxxx totally
disabled, Breda's obligation under this agreement shall terminate thirteen (13)
weeks after the determination of total disability.
8. Disclosure of Information. Xxxx acknowledges that the financial affairs
of the company, the location and condition of the plant and facilities, Breda's
future plans, sales methods, pricing and costs, as well as information
pertaining to Breda's customers, including, but not limited to, identity,
location, service requirements, and charges to the customers are valuable,
special, and unique assets of Breda's business. Xxxx shall not, during and after
the term of her employment, disclosure Breda's financial affairs, location and
condition of the plant and facilities, future plans, sales methods, pricing and
costs, and information pertaining to Breda's customers, including, but not
limited to, identity, location, service requirements, and charges to the
customers to any person, firm, corporation, association, or any other entity,
other than Shareholders of Breda who are entitled to said information, for any
reason or purpose. In the event of Jane's breach or threatened breach of this
paragraph, Breda shall be entitled to a preliminary restraining order and an
injunction restraining and enjoining Xxxx from disclosing all or any part of
this information. In addition to or in lieu of the
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above, Breda may pursue all other remedies available to Breda for such breach or
threatened breach, including the recovery of damages from Xxxx.
9. Trade Secrets and Confidential Information. During the term of this
agreement, Xxxx xxx have access to and become familiar with various trade
secrets and confidential information belonging to Breda, including, but not
limited to, the documents and information referred to in paragraph 8 above. Xxxx
acknowledges that such confidential information and trade secrets are owned and
shall continue to be owned solely by Breda. During this employment, and for
thirty-six (36) months after such employment terminates for any reason,
regardless of whether termination is initiated by Breda or by Xxxx, Xxxx agrees
not to use, communicate, reveal, or otherwise make available such information
for any purpose whatsoever, or to divulge such information to any person,
partnership, corporation, or entity, other than Breda, the Shareholders of
Breda, or persons expressly designated by Breda, unless Xxxx is compelled to
disclose such information by judicial process.
10. Vacation. Xxxx shall be entitled to vacation of three (3) weeks per
year during which her compensation shall be paid in full.
11. Relocation Assistance. Breda would prefer that Xxxx relocate to either
Breda or Xxxxxxx within the next two years. If Xxxx does relocate to Breda or
Xxxxxxx, Xxxxx would agree to pay reasonable expenses incurred in moving
furniture, normal household goods, and personal belongings to the new location.
12. 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.
13. 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
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i. Using or possessing intoxicants or narcotics of any kind while on
company premises or being at work under the influence of such
substances.
14. Arbitration. Should any dispute arise as to the interpretation of any
term or provision of this agreement, or the termination of this agreement, or
the termination of Jane's employment, the issue shall be decided by arbitration.
The arbitration proceedings shall be conducted under the applicable rules of the
State of Iowa. The decision of the arbitrator shall be final and binding on all
parties. The arbitrator's fee and costs, including fees for records or
transcripts, shall be borne equally by the parties.
15. Governing Law. This agreement shall be construed and enforced in
accordance with the laws of the State of Iowa.
16. Entire Contract. This agreement constitutes the entire understanding
and agreement between Breda and Xxxx with regard to all matters herein. There
are no other agreements, conditions, or representations, oral or written,
express or implied, with regard thereto. This agreement may be amended only in
writing signed by the parties.
17. Binding Effect. The provisions of this agreement shall be binding upon
and endure to the benefit of both parties and their respective successors and
assigns.
/s/ Xxxx Xxxxxx /s/ Xxxx X. Xxxxxxxxx
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Xxxx Xxxxxx Xxxx X. Xxxxxxxxx, President
Breda Telephone Corporation
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