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Exhibit 10f
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into on the 26th day of August,
1998, by and between Powertel USA, Inc., a Delaware Corporation (the "Company")
and Michael R. Kassouff, an individual residing in Houston, Texas (the
"Executive").
WHEREAS, the Board of Directors of the Company (the "Board") desires to
secure for the Company the services of the Executive on the terms and conditions
set forth herein; and
WHEREAS, the Executive desires to provide such services on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the promises and the mutual
covenants, terms and conditions hereinafter set forth, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Company and
the Executive hereby agree as follows:
1. Employment. The Company hereby employs the Executive as its
Secretary/Treasurer, and the Executive hereby accepts employment from the
Company in such position for the term set forth below and upon conditions
provided herein.
2 The Executive's Duties.
(a) The Executive hereby agrees to perform competently and diligently
the duties of the office of Secretary/Treasurer of the Company, including such
executive duties as may be reasonably required from time to time by the Board.
(b) The Company acknowledges that, during the term hereof, the
Executive's duties will be performed on a part-time basis, and the Executive's
construction business will require considerable time and attention by the
Executive. Nevertheless, the Executive agrees to be reasonably available to the
Company and will comply with the Company's reasonable requests for his presence
in Reno, Nevada or any other places deemed necessary by the Corporation.
(c) The Executive agrees to observe and comply with all rules,
regulations, policies and practices adopted by the Company, either orally or in
writing, both as they now exist and as they may be adopted or modified from time
to time.
3. Term. The term of this Employment Agreement shall commence as of
August 26, 1998 and shall end on August 25, 2001, unless earlier terminated
pursuant to Paragraph 6. or 7. below.
4. Compensation. In consideration of the services to be rendered
hereunder by the Executive, the Company hereby agrees to pay compensation to the
Executive as follows:
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(a) During the first contract year hereunder (i.e., from August 26, 1998
to August 26, 1999), a base salary in the amount of Eighteen Thousand Dollars,
($18,000.00). During the second contract year hereunder (i.e., from August 26,
1999 to August 26, 2000), a base salary in the amount of Twenty-Four Thousand
Dollars, ($24,000.00). During the third contract year hereunder (i.e., from
August 26, 2000 to August 26, 2001), a base salary in the amount of Thirty
Thousand Dollars, ($30,000.00). Such a salary, less customary deductions for
withholding and other charges, shall be payable on the Company's customary pay
days.
(b) In addition, the Executive will receive a bonus, depending upon the
Company's operating results of $10,000.00 for each $1 million of earnings before
interest, taxes, depreciation, amortization and such bonuses ("EBITDAB") as
generated by the Company during any fiscal year beginning on August 26, 1998.
5. Fringe Benefits.
(a) The Company agrees to reimburse the Executive for the expense
incurred by the Executive in connection with the performance of his duties
hereunder.
(b) The Executive shall also be provided health insurance and a life
insurance policy of an amount not less than the total amount of this contract.
6. Termination. Notwithstanding anything to the contrary contained
herein, the Company may terminate this Employment Agreement, the Executive's
employment hereunder, and all compensation due to the Executive pursuant to
Paragraph 4. above at any time for "just cause". For purposes of this agreement,
termination for "just cause" shall mean: (a) a termination due to malfeasance or
nonfeasance by the Executive in the performance of this duties for which he is
employed, in either such instance so as to cause harm to the Company; (b) a
termination due to the Executive's committing fraud, misappropriation or
embezzlement in the performance of his duties as an employee of the Company; (c)
a termination due to the Executive's committing any felony for which he is
convicted and which, as determined in good faith by the Board, constitutes a
crime involving moral turpitude, which causes harm to the Company; or (d) a
substantial breach of any of the terms of this Employment Agreement.
7. Termination Upon Death. If the Executive shall die before the
expiration of term hereof, this Employment Agreement shall terminate and the
Company shall have no further obligation hereunder to the Executive, except that
the Company shall pay to the Executive's estate the amount of any earned but
unpaid compensation pursuant to Paragraph 4. above to the date of death.
8. Entire Agreement. This Employment Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof, and contains
all of the covenants, promises, representations, warranties and agreements
between the parties with respect to the employment of the Executive by the
Company. Any modification of this Employment Agreement will be effective only if
it is in writing and signed by the party to be charged.
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9. Severability. Any determination by the court of competent
jurisdiction that any provision herein contained is invalid or unenforceable
shall not affect the validity or the enforceability of any other provision of
this Employment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the day and year first above written.
POWERTEL USA, INC.
By: /s/ Richard A. Cascarilla
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Richard A. Cascarilla, President
By: /s/ Michael R. Kassouff
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Michael R. Kassouff, Secretary/Treasurer