EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of April 16,
1996, by and between NetCo Communications Corporation, ("NetCo"), of Union Plaza
- - Suite 102,333 North Washington Avenue, Minneapolis, MN 55401, and James R.
Clancy, ("the Employee") of 4363 Coolidge Avenue, St. Louis Park, MN 55424.
WHEREAS, NetCo is engaged in the business of marketing high speed electronic
courier services for the transportation, storage and retrieval of large
quantities of data for print and CD-ROM prepress publishing industries as well
as for medical imaging;
WHEREAS, NetCo desires to have the services of the Employee; and
WHEREAS, the Employee is willing to be employed by NetCo.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Effective 5/14, 1996, Employee shall serve NetCo as Chief
Marketing Officer.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of NetCo. Such duties shall be
provided at such place(s) as the needs, business, or opportunities of NetCo may
require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, NetCo will pay the Employee an annual salary of
$85,000.00 payable in accordance with NetCo's usual payroll procedures. Upon
termination of this Agreement, payments under this paragraph shall cease;
provided, however, that the Employee shall be entitled to payments for periods
or partial periods that occurred prior to the date of termination and for which
the Employee has not yet been paid. Accrued vacation will be paid in accordance
with state law and NetCo's customary procedures.
4. ACHIEVEMENT PAYMENTS. In addition to the payments under the preceding
paragraph, NetCo will make payments, not to exceed $40,000, to the Employee
based on achievement of four specific objectives that shall be established
between the Employee and NetCo. Payments will be made in increments of $10,000
each.
a. FIRST PAYMENT. The first payment shall be made at the end of the first
full payroll period following completion by the Employee and acceptance by
NetCo of the first objective, a detailed written plan and timeline
(hereinafter referred to as the "Plan") for development and implementation
of a comprehensive marketing plan for NetCo products during 1996 and 1997.
The written Plan will include at least three additional specific objectives
that the Employee must be achieve during the twelve month period following
the effective date of this Agreement, that will serve as the basis for
NetCo to make each of the payments of $10,000.
b. REMAINING THREE PAYMENTS. After achievement of the first objective in
the under "A." in the preceding paragraph, the Employee shall be
compensated for achieving the remaining three objectives in five equal
payments of $10,000 each (totaling an amount not to exceed $30,0000).
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c. DEATH OF EMPLOYEE. If Employee dies during the term of this Agreement,
Employee shall be entitled to partial achievement payments on a pro rata
basis for the period ending with the date of Employee's death.
d. DISABILITY OF EMPLOYEE. If the Employee becomes disabled during the term
of this Agreement. Employee shall be entitled to partial achievement
payments on a pro rata basis for the period ending on the date the
Employee's disability is determined to have occurred.
5. INCENTIVE STOCK OPTION. Subject to approval of the NetCo Board of Directors,
and in addition to any other compensation to which the employee may be entitled
by this agreement, Employee shall be entitled to receive an incentive Stock
Option for Seventy Five Thousand (75,000) shares of NetCo Communications
Corporation under the NetCo 1996 Stock Option Plan according to the incentive
Stock Option Agreement in Exhibit 1. The exercise price of the incentive Stock
Option shall be Seven and 50/100 dollars ($7.50) per share, being the fair
market value on the date of the grant.
6. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH NETCO POLICY. NetCo will
reimburse Employee for "out-of-pocket" expenses in accordance with NetCo
policies in effect from time to time.
7. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide NetCo with
all information, suggestions, and recommendations regarding NetCo's business, of
which Employee has knowledge, that will be of benefit to NetCo.
8. CONFIDENTIALITY. Employee recognizes that NetCo has and will have information
regarding the following:
- - inventions - business affairs
- - machinery - processes
- - products - trade secrets
- - prices - technical matters
- - apparatus - customer lists
- - costs - product designs
- - discounts - copyrights
- - future plans
and other vital information (collectively, "Information") which are valuable,
special and unique assets of NetCo. Employee agrees that the Employee 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 NetCo. Employee will protect the Information and
treat it as strictly confidential. A violation by Employee of this paragraph
shall be a material violation of this Agreement and will justify legal and/or
equitable relief.
9. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that the Employee has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, NetCo shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. NetCo shall not be prohibited by this provision from pursuing other
remedies, including a claim for losses and damages.
10. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a One
year period after the termination of Employee's employment. During such One year
period, neither party shall make
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or permit the making of any public announcement or statement of any kind that
Employee was formerly employed by or connected with NetCo.
11. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are
special and unique assets of the company, Employee agrees and covenants that for
a period of 18 months following the termination of this Agreement, whether such
termination is voluntary or involuntary, Employee will not directly or
indirectly engage in any business competitive with NetCo. This covenant shall
apply to the geographical area that includes the United States and Canada.
Directly or indirectly engaging in any competitive business includes, but is not
limited to, (i) engaging in a business as owner, partner, or agent, (ii)
becoming an employee of any third party that is engaged in such business, (iii)
becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of NetCo for the benefit of a third party that is
engaged in such business. Employee agrees that this non-compete provision will
not adversely affect the Employee's livelihood.
12. EMPLOYEE'S INABILITY TO CONTRACT FOR NETCO. Employee shall not have the
right to make any contracts or commitments for or on behalf of NetCo without
first obtaining the express written consent of NetCo.
13. HOLIDAYS. Employee shall be entitled to the following holidays with pay
during each calendar year:
- New Year's Day - Thanksgiving Day
- Memorial Day - Christmas Eve and Christmas Day
- Independence Day - The Friday after Thanksgiving Day
- Labor Day - Two weeks vacation
14. OTHER BENEFITS. Employee shall be entitled to insurance benefits, in
accordance with the NetCo's applicable insurance contract(s) and policies, and
applicable state law. These benefits shall include:
- Health insurance
- Short term Disability Insurance
- Dental
- 401 (k) Retirement Plan
- Life Insurance
as such benefits are provided in accordance with NetCo policies in effect from
time to time.
15. TERM/TERMINATION. Employee's employment under this Agreement shall be for an
unspecified term on an "at will" basis. This Agreement may be terminated, with
or without cause, by either party upon 30 days written notice. If Employee is in
violation of this Agreement, NetCo may terminate employment without prior notice
and with compensation to Employee only to the date of such termination. The
compensation paid under this Agreement shall be the Employee's exclusive remedy.
16. TERMINATION FOR DISABILITY. NetCo shall have the option to terminate this
Agreement, if Employee becomes permanently disabled and is no longer able to
perform the essential functions of the position with reasonable accommodation.
NetCo shall exercise this option by giving 30 days' written notice to
Employee.
17. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee shall
deliver all property (including keys, records, notes, data, memoranda, models,
and equipment) that is in the Employee's possession or under the Employee's
control which is NetCo's property or related to NetCo's business
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18. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage paid, addressed as follows:
NetCo:
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NetCo Communications Corporation
Edward J. Driscoll, III
President & CEO
Union Plaza - Suite 102
333 North Washington Avenue
Minneapolis, MN 55401
Employee:
--------
James R. Clancy
4363 Coolidge Avenue
St. Louis Park, MN 55424
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
19. 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.
20. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
21. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
23. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Minnesota.
AGREED TO AND ACCEPTED
NetCo: Employee:
NetCo Communications Corporation
By: /s/ Edward J. Driscoll III By: /s/ James R. Clancy
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Edward J. Driscoll III James R. Clancy
President and CEO
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