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EXHIBIT 10.27
eSAT, Inc.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is entered into effective
as of MARCH 15TH, 2000 between eSAT, INC., a Nevada corporation (the "COMPANY")
and Steve Tulk (the "EMPLOYEE").
RECITAL:
A. The Company and Employee desire to enter into this Agreement to assure the
company of the continuing and exclusive services of Employee and to set
forth the rights and duties of the parties.
AGREEMENT:
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. EMPLOYMENT.
During the term of this Agreement, the Company shall employ Employee, and
Employee accepts employment, as SENIOR VP BUSINESS DEVELOPMENT AND SENIOR VP
NETWORK SOLUTIONS REPORTING DIRECTLY TO MICHAEL C. PALMER, CHIEF EXECUTIVE
OFFICER OF ESAT INC. Employee's primary duties will be to provide technical
guidance, strategic direction and business development as necessary to eSAT
and in subsidiary companies and interests. Employee will faithfully perform
his duties to the best of his ability in accordance with the reasonable
directions of the Company as given through the Board of Directors and the
Chief Executive Officer and the President. Employee will devote his full
business time, ability, attention and loyalty to the business of the Company
during the term of this Agreement, and will not, directly or indirectly,
render any services of a business, commercial or professional nature to any
other person, firm, corporation or organization for compensation without the
prior written consent of the Company.
2. TERM.
The term of Employee's employment by the Company pursuant to this Agreement
shall be for a period of five (5) years, commencing January 1st, 2000 and
ending December 31st, 2004. The term of Employee's employment is subject to
earlier termination as provided in Section 7.
3. COMPENSATION; FRINGE BENEFITS
3.1 Base Salary. The company shall pay Employee a monthly salary during
the term of this Agreement. This salary shall be a minimum of $12,500
per month and paid on a biweekly basis. Employee's salary shall not
be reduced at any time during the term of this Agreement, but the
foregoing shall not limit the Company's rights under Section 7.
3.2 Bonus. Employee shall be entitled to a yearly bonus, payable in
January of each Calendar year, based on performance up to 100% of
Base Salary as described in Section 3.1. The bonus entitlement will
be determined in accordance with the policies and practices of eSat.
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3.3 Stock Options. Employee and or its nominee shall be awarded stock
options to purchase a total 350,000 shares of the Company's common
stock pursuant to the Company's Stock Option and Stock Bonus Plan at
a value of $4.00 per share vesting 116,667 shares per year over a
three (3) year period beginning January 1st, 2000 (for example,
116,667 vest 1/1/00, 116,667 vest 1/1/01, 116,666 vest 1/1/02). In
the event of the consummation of a Sale Transaction (as defined
below) relating to the Company, the stock options awarded as part of
this agreement and issued pursuant to the Company's Stock Option and
Bonus Plan will automatically vest. A "Sale Transaction" shall mean
the acquisition by a single entity or group of affiliated entries
(other than existing shareholders of the Company or their affiliates)
of more than seventy-five percent (75%) of each class of voting
securities of the Company pursuant to a tender offer or exchange
offer approved in advance by the Board of Directors.
3.4 Relocation. Employee will be reimbursed for the expenses associated
with relocating from Illinois to California as described in Exhibit A
of this Agreement. If the Employee voluntarily leaves the Company
within eighteen (18) months of the transfer date, Employee will be
required to repay all relocation expenses.
3.5 Bridge Loan. For the purpose of purchasing a home in California,
Company will provide Employee with an interest free bridge loan equal
to $150,000 within two (2) weeks of Employee entering into escrow on
the California home. Employee will repay this bridge loan within
three (3) business days following the close of the Illinois escrow.
Employee expects the close of the Illinois escrow to occur no later
than ninety (90) days from the date of this Agreement.
3.6 Taxes. Compensation paid to Employee under Sections 3.1 through 3.3
inclusive, shall be subject to withholding for federal and state
income tax purposes. All payments received by Employee shall be
reported on his federal and state tax returns as compensation for
employment in a manner consistent with this Agreement.
3.7 Expenses. During the employment term, the Company shall reimburse
Employee for reasonable out-of-pocket expenses incurred in performing
direct service for the Company upon submission of receipts to the
Company each month. Any expense of $500 or more must be approved in
advance by the Company. All reimbursements required by this Section
3.8 shall be subject to such reasonable policies and record keeping
as the Company from time to time establish for its employees.
4. CONFIDENTIAL INFORMATION.
Employee shall, during the term of this Agreement and thereafter, hold in
confidence and not disclose to any person or entity without the express
prior authorization of the Company, and all trade secrets of the Company
(including, without limitation, all customer lists and lists of customer
sources), and any and all other secret or confidential information relating
to the services, customers, sales or business affairs of the Company or its
affiliates. Employee agrees that he will not make use of any of the above at
any time after termination of his employment. Upon termination of his
employment, Employee shall deliver to company all documents, records,
notebooks, work papers and similar repositories containing any information
concerning the Company, whether prepared by Employee, the Company, or anyone
else. This Agreement will further incorporate any and all provisions with
respect to confidentiality, trade secrets, secret processes and data to
which Company may be required to cause its employees to agree under the
terms and provisions of any contract entered into by Company with any
customer or client thereof, or under the terms of any subcontract to which
company may be a party, whether the same be in any contract to which the
Company
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is presently a party or may, during the course of this Agreement, become a
party, or under the provisions of any other contract with customer of
Company.
5. NO SOLICITATION OF EMPLOYEES.
Employee agrees that during the term of this Agreement and for a period of
twelve (12) months thereafter, he will not, directly or indirectly, for
himself, or as agent, or on behalf of or in conjunction with any other
person, firm, partnership, corporation or other entity, hire or induce or
entice any employee of the Company or its affiliates to leave such
employment or cause anyone else to do so.
6. ASSIGNMENT.
Employee shall not have any right to delegate or transfer any duty or
obligation to be performed by him to any third party, nor to assign or
transfer the right, if any, to perceive payments under this agreement.
7. TERMINATION
7.1 Methods of Termination. This Agreement and the employment of Employee
may terminate on 30 days written notice with or without cause:
A. By mutual agreement of the parties.
B. By the Company if Employee dies or becomes physically or
mentally disabled (the term "disabled" shall mean any mental
or physical illness or disability that renders the Employee
unable to perform the essential functions of this position,
after reasonable accommodation of such disability by the
Company).
C. By the Company, for cause, if Employee (a) has committed any
material act of dishonesty, fraud or misrepresentation or any
act of moral turpitude; (b) is in default of the performance
of Employee's material obligations, services or duties under
this Agreement; or (c) has failed to execute specific
instructions from the Company's Board of Directors or
executive officers, which failure is not corrected by Employee
after reasonable notice from the Company.
D. By the Company, without cause, at any time during the term of
this Agreement.
E. By the Employee if the Company is in default of its material
obligations or duties under this Agreement.
7.2 Severance. In the event Employee is terminated as described in this
Section 7, upon the termination date, Company shall cease all ongoing
payments as described in this Agreement and pay Employee twelve (12)
months salary as severance.
8. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE.
Employee represents and warrants that there are no agreements or
arrangements, whether written or oral, that would be breached by Employee
upon execution of this Agreement or that would impair or prevent Employee
from rendering exclusive services to the Company during
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the term of this Agreement, and that Employee has not made and will not make
any commitment or do any act in conflict with this Agreement.
9. MISCELLANEOUS.
This Agreement, and the legal relations between the parties, shall be
governed by and construed in accordance with the laws of the State of
California. This Agreement may be modified only with a written instrument
duly executed by each of the parties. No waiver by any party of any breach
of this Agreement shall be deemed to be a waiver of any proceeding or
succeeding breach. The headings and titles to the Sections of this Agreement
may be executed in counterparts, each of which shall be deemed to be an
original, and all such counterparts together shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement effective
as of the date above written.
ESAT, INC.
By: /s/ MICHAEL PALMER
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Michael Palmer, CEO
EMPLOYEE:
By: /s/ STEVE TULK
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Steve Tulk
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EXHIBIT A
RELOCATION EXPENSES TO BE REIMBURSED BY COMPANY TO EMPLOYEE
1. Transporting Household and Personal Property
This category covers transportation of household and personal
property including:
/ / furniture
/ / personal effects
/ / non-perishable supplies
/ / the cost of disconnecting major appliances
2. Moving of Family
The Employee will be reimbursed for the cost of moving their
family from their former residence to their new one. Meals,
lodging, tolls and mileage as well as tolls and mileage (at the
standard expense account rate) for a second car are included.
3. Additional Moving Costs
As is 1 above from storage, if permanent quarters were not
available in the first instance.
4. Temporary Living Expenses
If the employee experiences a delay in gaining access to their
new home, the company will reimburse the employee for the cost of
meals and lodging for their family at the new location for up to
60 days.
5. House Hunting
The employee and their spouse may make a maximum or two trips
(for no more than a total of four days and three nights). They
are reimbursed for:
a. transportation - car tolls and mileage or airline
tickets, car rental at new location during house
hunting
b. food and lodging
6. Incidental Allowance Related to Relocation
In addition to the above, transferred employees will be paid on
month's salary on the day of transfer, to cover various items
including but not limited to the following:
a. Removal and installation of telephone lines.
b. Cost of altering and installing carpets and draperies.
c. Loss incurred on sale of car.
d. Cost of new drivers' and auto licenses.
e. Losses on club memberships, tuition fees, etc.
f. Nurse or baby sitter expenses.
g. Loss of security deposit.
h. Tax Liabilities for reimbursed items that are not tax
deductible.
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7. Purchase and Sale of Home
A. General
While the primary responsibility for the Employees' home resides
with the Employee, the Company recognizes the expense and
disruption potential that surrounds a real estate transaction and
will make every reasonable effort to make the transaction as
smooth as possible.
B. Sale of Home
The Company:
a. will pay for the standard real estate commission.
b. will pay for the following other customary selling
expenses:
- Appraisal Fees
- Copy Charges
- Credit Report Fee
- Infestation Report
- Inspection(s) Fee
- Lenders Funding/Review Fee
- Mechanics Lien Insurance
- Notary Fees
- Permits
- Realty Transfer Taxes
- Recording Fees
- Settlement Fee
- Survey
- Tax Service Fee
- Title Search and Insurance
- Transfer Stamps
C. Purchase of a New Home - Acquisition Expenses
Employee will be reimbursed for the following costs of purchasing
their new home:
a. Reasonable attorney's fees for preparation or examination
of purchase agreement or deed.
b. Recording mortgage or deed.
c. Title search, attorney's fee for opinion of title and
title insurance.
d. Survey
e. Credit Report
f. State and local transfer tax
g. Escrow agent closing or settlement fee
h. Termite certificate (excluding treatment for infestation)
i. One-time mortgage service charge except when this is
normally the seller's expense in accordance with local law
or custom.
j. Loan origination fee
k. Company will pay, on a monthly basis for a period of five
(5) years or Employees' termination, whichever is shorter,
the difference in interest expense between Employees'
existing mortgage payment in Illinois and Employees' new
mortgage payment in California.
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D. Tax Liabilities
Federal and state tax authorities may consider some of the
reimbursements Employee receives to be taxable income. To offset
the tax effect, the employee will receive a reimbursement for the
additional tax liability associated with the relocation.
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