EMPLOYMENT AGREEMENT
This Agreement made this 2nd day of January, 1997 between All
Communications Corporation having its principal place of business at 1450 Route
22, Mountainside, New Jersey hereinafter referred to as the "Employer" and
Joseph Scotti residing at 14 Blackberry Place, Long Valley, NJ 07853,
hereinafter referred to as the "Employee".
In consideration of the mutual promises set forth herein and for other good
and valuable consideration, the parties hereby agree as follows:
1. EMPLOYMENT.
EMPLOYER hereby employs EMPLOYEE, and EMPLOYEE hereby accepts employment
from EMPLOYER for the period commencing January 1, 1997 ("Commencement Date")
and ending three years thereafter on December 31, 1999, specifically subject to
prior termination as herein provided.
2. DUTIES.
EMPLOYEE shall be employed by EMPLOYER as EMPLOYER's Vice President of
Telephone Sales and Marketing. The parties hereby agree as follows:
A) EMPLOYEE shall execute any and all duties required of him in
accordance with the terms of this Agreement at the principal place of
business of EMPLOYER, or at such time or other places as may be
directed by EMPLOYER; provided, however, that EMPLOYEE will be
permanently located in Union County, New Jersey.
B) EMPLOYEE agrees to render such other services to EMPLOYER of the
kind as may be from time to time required of EMPLOYEE by EMPLOYER.
3. COMPENSATION.
As compensation for services rendered by EMPLOYEE to EMPLOYER, EMPLOYER
shall pay EMPLOYEE as follows:
A) EMPLOYER shall pay EMPLOYEE the following cash sums as compensation
for EMPLOYEE's services.
1
1997........................................................... $104,000.00
1998........................................................... 114,000.00
1999........................................................... 124,000.00
B) EMPLOYER shall pay EMPLOYEE bianually 1/2 of 1% of net sales. Net
sales shall not include taxes, transportation, commissions and fees to
non-employees or similar charges. Payment under this subparagraph (B)
shall cease upon Employee's termination of employment for any reason.
C) Any amount to which EMPLOYEE is entitled as compensation, bonus, or
any other form of compensation subject to withholding, shall be
subject to usual deductions for appropriate federal and state tax
obligations of EMPLOYEE.
4. BENEFITS.
EMPLOYER shall provide EMPLOYEE the following benefits in addition to
compensation:
A) EMPLOYEE shall in the first instance secure hospital, surgical,
medical and other health insurance through EMPLOYEE wife's insurance
coverage. In the event such health coverage shall become unavailable,
then EMPLOYER shall provide EMPLOYEE and his dependents with group
health insurance available to all employees of EMPLOYER on the same
basis.
B) EMPLOYEE shall be entitled, as of the Commencement Date of this
agreement, to an annual paid vacation leave of two weeks at full
compensation in the first and second years. For the third year of the
term of employment EMPLOYEE shall be entitled to three weeks vacation
at full compensation. Vacation time may not be accrued beyond each
year.
C) Beginning with the Commencement Date and for each consecutive
calendar month thereafter, EMPLOYEE shall be entitled to receive from
EMPLOYER the sum of four hundred dollars ($400.00) per month as
reimbursement for vehicle expense.
D) EMPLOYER shall reimburse EMPLOYEE, on a monthly basis for all
expenditures made by employee in connection with travel, entertainment
and miscellaneous expenses, provided such expenses have been incurred
by EMPLOYEE in connection with the furtherance of EMPLOYER'S business
and are substantiated in writing. EMPLOYEE shall submit documentary
evidence (such as receipts for paid bills, etc.) in form satisfactory
to EMPLOYER, which states
2
sufficient information to establish the amount, date, place, and the
character of the expenditure for any expense incurred by EMPLOYEE in
furtherance of EMPLOYER'S business.
EMPLOYER does not have any disability plan in effect at the present time.
It is EMPLOYER'S intention to effectuate a plan for the benefit of
all employees at the discretion of the EMPLOYER'S Board of Directors at
such time as the financial condition of EMPLOYER may make the implementation
of a disability plan feasible.
5. TERMINATION
This Agreement may be terminated before its normal expiration date as
follows:
A) By the EMPLOYEE giving of ninety days written notice to EMPLOYER.
B) EMPLOYER may terminate this agreement upon written notice to EMPLOYEE for
cause, which said cause shall be limited to the following:
1) EMPLOYEE'S habitual intoxication or drug addiction;
2) EMPLOYEE'S being convicted of a felony involving moral turpitude;
3) A final adjudication by a court of competent jurisdiction of
EMPLOYEE being mentally incompetent as that term is defined in
accordance with the statutes of the state of New Jersey; or
4) For EMPLOYEE'S substantial or material breach of loyalty to the
EMPLOYER.
C) This Agreement shall automatically terminate as of EMPLOYEE'S death and
all monetary obligations of EMPLOYER to EMPLOYEE as set forth herein
(exclusive of any death benefits for which EMPLOYEE'S beneficiaries are
entitled to hereunder;) shall be prorated to the date of death and paid to
EMPLOYEE's estate including but not limited to the salary, bonuses,
compensation, vehicle reimbursement, other reimbursements, insurance,
compensation and benefits.
D) EMPLOYER shall have the right to terminate this Agreement after giving to
EMPLOYEE ten (10) days written
3
notice of its intention to do so, should EMPLOYEE, because of 'total and
permanent disability' be unable to perform any duties required of EMPLOYEE
hereunder for a period of ninety (90) consecutive days; the term 'total and
permanent disability' shall mean the existence of a permanent mental or
physical disability, determined by a physician in accordance with generally
accepted medical principles, which renders EMPLOYEE totally unable to
perform the duties of EMPLOYEE under the terms of this Agreement. In the
event of termination in accordance with the foregoing, EMPLOYEE shall
continue to be entitled to receive from EMPLOYER any and all salaries,
bonuses, benefits, during the foregoing ninety (90) day period.
E) If EMPLOYER terminates this Agreement for any reason set forth in
paragraph 5B above EMPLOYEE shall not be entitled to any compensation
provided for herein for any remainder of the term of this Agreement.
7. NONDISCLOSURE COVENANT.
EMPLOYEE shall not directly or indirectly disclose or use at any time,
either following or subsequent to the term of employment as set forth in this
Agreement, any of the following that are secret or confidential unless EMPLOYEE
shall first secure the written consent of EMPLOYER: Information, knowledge, or
data of EMPLOYER whether or not obtained, acquired or developed by EMPLOYEE. On
termination of this Agreement, EMPLOYEE shall return to EMPLOYER all notes,
memorandum, notebooks, or other documents made by, compiled by or delivered to
EMPLOYEE concerning any customers, distributors, systems, products, apparatus
used, developed or investigated by EMPLOYEE during his employment, it being
agreed that same and, to the extent recognized by law all information contained
therein, are at all times the property of EMPLOYER.
8. BUSINESS COVENANT.
During the term of this Agreement, EMPLOYEE shall devote his entire
productive time, ability, and attention to the business of EMPLOYER. EMPLOYEE
shall not during normal business hours, directly or indirectly render any
services of a business, commercial or professional nature to any other person or
organization, whether for compensation or otherwise without the prior written
consent of EMPLOYER.
9. NON COMPETE
The Employee acknowledges that his services and responsibilities are of
particular significance to the Company and that his position with the Company
does and will continue to give
4
him an intimate knowledge of its business. Because of this, it is important to
the Company that the Employee be restricted from competing with the Company in
the event of the termination of his employment. Therefore, the Employee agrees
that he shall not compete directly or indirectly with the Company or its
business for a period of one (1) year anywhere in the United States.
10. NOTICES.
All notices required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given if mailed by certified or registered
mail, return receipt requested, addressed to the intended recipient as follows
or such other address provided by either party to the other:
A) To EMPLOYER, 1450 Route 22, Mountainside, New Jersey, 07092 Attention:
Richard A. Reiss, President, with copy to Robert B. Kroner, Esq., 111
Northfield Avenue, West Orange, New Jersey, 07052.
B) To EMPLOYEE, 14 Blackberry Place Long Valley, New Jersey, 07853
11. INSURANCE
At the present time EMPLOYER does not have in effect any key man insurance
on the life of Richard A. Reiss or any other employee. It is EMPLOYER'S
intention to purchase such insurance on the life of Richard A. Reiss at the
discretion of EMPLOYER'S Board of Directors.
12. MISCELLANEOUS
This Agreement contains the entire agreement of the parties hereto and
shall not be modified or changed in any respect except by writing executed by
the parties hereto. This Agreement supersedes all previous Employment Agreements
between EMPLOYER and EMPLOYEE. This Agreement shall be construed, interpreted
and enforced in accordance with the laws of the state of New Jersey. Captions in
this Agreement are totally for convenience, and are not a substantive part of
this Agreement, and shall not in any manner alter or vary the interpretation or
construction of this Agreement. All of the terms and conditions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their heirs, successors and personal representatives. EMPLOYEE may not assign
this Agreement.
5
In Witness Whereof the parties have executed this Agreement on the date and
year first above set forth.
ALL COMMUNICATIONS CORPORATION
/s/ Richard A. Reiss, Pres.
- --------------------------------------
RICHARD A. REISS, PRESIDENT
/s/ Joseph Scotti
- --------------------------------------
JOSEPH SCOTTI
6