Exhibit 10.2
Form 8-K
Edlam Acquisition Corporation
File No. 000-29123
Employment Agreement
JAMES M. ROBERTS
THIS AGREEMENT, made as of the 18th day of January 2001, by and
between Ed-Lam Acquisition Corporation, a Nevada corporation (the
"Company"), and James M. Roberts of Digitec Information Systems,
Inc. ("Employee").
Witnessed:
WHEREAS, the Company is engaged in the business of
telecommunications, information systems and
WHEREAS, Employee possesses valuable knowledge and skills that
will contribute to the successful operation of the Company's
business; and
WHEREAS, the Company desires to procure the services of Employee,
and employee is willing to enter the employment of the Company,
upon the terms and subject to the conditions hereinafter set
forth;
NOW, THEREFORE, intending to be legally bound, the Company agrees
to employ Employee, and Employee hereby agrees to be employed by
the Company, under the following terms and conditions:
Article I
Employment
1.01 Office. Employee is hereby employed as President of Digitec
Information Systems Incorporated (of Texas), a subsidiary of Ed-
Lam Acquisition Corp. and in such capacity shall use his best
energies and abilities in the performance of his duties hereunder
and in the performance of such other duties as may be assigned to
him from time to time by the Board of Directors and/or Chief
Executive Officer of the Company and commensurate Employee's
regular duties and responsibilities.
1.02 Term. Subject to the terms and provisions of Article II
hereof, Employee shall be employed by the Company for a period of
5 years, commencing on the date of this Employment Agreement.
1.03 Base Salary. During the term of Employee's employment
hereunder, compensation shall be paid to Employee by the Company
at the rate of $60,000 per annum (the "Base Salary"), payable
monthly. The rate of compensation to be paid to Employee may be
adjusted upward or downward (but not below the Base Salary) by
the Board of Directors of the Company at any time based upon
Employee's contribution to the success of the Company and on such
other factors as the Board of Directors of the Company shall deem
appropriate. The Company shall also reimburse Employee for all
pre-approved reasonable out-of-pocket expenses incurred by
Employee in the lawful and ordinary course of the Company's
business and properly reported to the Company in accordance with
its accounting procedures.
1.04 Additional Incentive Compensation. Employee shall be
entitled to such bonuses as may be determined from time to time
by the Board of Directors of the Company taking into account the
performances of the Company in relation to the annual business
plan of the Company.
Employee shall be entitled to a one-time payment of
additional compensation of seven hundred fifty thousand
(750,000) shares of Triden Telecom, Inc. common stock @
$0.02 per share as a signing bonus.
Further, by this paragraph, the Employer grants the Employee
an option to purchase five hundred thousand (500,000) shares
of Triden Telecom, Inc. common stock at a purchase price of
$0.25 per share. This option may be exercised at any time
during the term of employment under this Agreement. However,
in the event
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that the employment term is terminated by the
Employer, for reasons other than good cause, the Employee
shall retain the right to exercise any unused portion of the
option until January 5, 2007. The option may be exercised in
whole or in part but may be exercised only in lots of 100,000
shares or more. It is agreed that the Employee shall not
have any of the rights of, nor be treated as, a shareholder
with respect to the shares subject to this option until the
Employee has exercised the option, delivery of the stock
certificates for such shares has been made to the Employee,
and the Employee has become the shareholder of record of such
shares. The option set forth in this paragraph is not
assignable.
1.05 Employee Benefits. At all times during the term of
Employee's employment hereunder, Employee shall (a) be covered by
such medical or health benefit plans and pensions as are
available generally to Employees of the Company, (b) be eligible
to participate in any stock option, stock bonus, or profit
sharing or similar plans of the Company under the terms of any
such plans, (c) be entitled to the use of a vehicle at the
Company's expense which is substantially comparable to the
vehicle provided by Digitec, which vehicle was acquired by the
Company for Employee's use, and (d) be entitled to fifteen (15)
days of vacation time per annum..
Article II
Termination
2.01 Illness, Incapacity. If during the term of Employee's
employment hereunder Employee shall be prevented from effectively
performing any material portion of his duties hereunder because of
illness or disability for a period of 90 consecutive days, then
the Company may, by written notice to Employee, terminate Employee's
Employment hereunder. Upon delivery to Employee of such notice,
together with payment of any salary accrued under Section 1.03 hereof,
Employee's employment and all obligations of the Company under Article I
hereof shall forthwith terminate. The obligations of Employee under
Article IV hereof shall continue notwithstanding termination of
Employee's employment pursuant to this Section 2.01.
2.02 Death. If Employee dies during the term of his employment hereunder,
Employee's employment hereunder shall terminate and all obligations
of the Company hereunder, other than any obligations with respect to
the payment of accrued obligations and Employee, shall be entitled to
a death benefit, payable to Employee's designated beneficiary, or if
no beneficiary is designated, to Employee's estate, by the Company in
an amount equal to Employee's base salary hereunder for a twelve (12)
month period.
2.03 Company Termination.
(a) For Cause. This Agreement may be terminated by the Board of
Directors of the Company, and all rights of Employee hereunder,
including his right to receive compensation, shall terminate
immediately, upon the occurrence of one or more of the following:
a. In the event Employee shall fail or refuse, after request
from Company to comply with the reasonable policies, standards,
and regulations of Company from time to time established; or
b. In the event Employee shall be guilty of fraud, dishonesty,
or other acts of misconduct in performing his duties on behalf
of the Company; or
c. In the event Employee shall fail or refuse, after request by
the Company, to faithfully or diligently perform the provisions
of this Agreement or the usual or customary duties of his
employment; or
d. In the event Employee shall die, or in the opinion of an
independent physician, shall become totally disabled for a period
of three consecutive months from performing the duties of his
employment.
e. In the event the Employee violates any federal or state
securities laws
If Employee has failed to perform his duties hereunder or under law, has
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violated any of the agreements, covenants, terms, or conditions
hereunder in any material respect (which continues for 5 days or
more after the Company gives Employee written notice thereof)
or has engaged in conduct which has injured or would injure in
any material respect the business or reputation of the
Company or otherwise materially adversely affect its
interests (which continues for 5 days or more after Company
gives Employee written notice thereof), then, and in such event,
the Company may, by written notice to Employee, terminate
Employee's employment hereunder. Upon delivery to Employee of
such notice, together with payment of any salary accrued under
Section 1.03 hereof, Employee's employment and all obligations of
the Company under Article I hereof shall continue notwithstanding
termination of Employee's employment pursuant to this Section 2.03(a).
(b) Without Cause. Employee's employment hereunder may be terminated
at any time by the Company's Board of Directors without cause.
Upon such termination, the Company shall pay Employee an amount equal
to one-half the remaining term of this Employment Agreement at an annual
rate equal to the Base Salary. Except as provided in the preceding
sentence, payment of compensation to Employee hereunder shall cease
effective as of the date of any such termination. The obligations of
Employee under Article IV hereof shall continue notwithstanding
termination of Employee's employment pursuant to this Section 2.03(b).
2.04 Employee Termination. Employee agrees to give the Company sixty (60) days
prior written notice of the termination of his employment with the Company.
Simultaneously with such notice, Employee shall inform the Company in
writing as to his employment plans following the termination of his
employment with the Company. The obligations of Employee under Article
IV hereof shall continue notwithstanding termination of Employee's
employment pursuant to this Section 2.04.
Article III
Employee's Acknowledgements
3.01 Employee recognizes and understands that his duties at the
Company and/or Triden Telecom, Inc. may include the preparation
of materials, including written or graphic materials, and that
any such materials conceived or written by him shall be done as
"work made for hire" as defined and used in the Copyright Act of
1976, 17 U.S.C. 1 et seq. In the event of publication of such
materials, Employee understands that since the work is a "work
made for hire," the Company will solely retain and own all rights
in said materials, including rights of copyright, the Company
may, at its discretion, on a case-by-case basis, grant Employee
by-line credit on such materials as the Company may deem
appropriate.
Article IV
Employee's Covenants and Agreements
4.01 Non-Competition and Non-Disclosure Agreement. Employee has entered
into a Non-Competition and Non-Disclosure with the Company dated as
of the date hereof and in connection herewith.
4.02 Disclosure of Works and Inventions/Assignment of Patents. Employee shall
disclose promptly to the Company or its nominee any and all works,
inventions, discoveries, and improvements authorized, conceived or made
by Employee during the period of employment and related to the business or
activities of the Company, and hereby assign and agree to assign all his
interest therein to the Company or its nominee. Whenever requested to do
so by the Company, Employee shall execute any and all applications,
assignments, or other instruments, which the Company shall deem necessary
to apply for and obtain letters, patents, or copyrights of the United
States or any foreign country or to otherwise protect the Company's
interest therein.
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Such obligations shall continue beyond the termination
of employment with respect to works, inventions, discoveries, and
improvements authored, conceived, or made by Employee during the
period of employment and shall be binding upon Employee's
assignees, executors, administrators, and other legal representatives.
4.03 Duties. Employee agrees to be a loyal employee of the
Company. Employee agrees to devote his best efforts full-time to
the performance of his duties for the Company (except for
reasonable vacations, illness, and incapacity), to give proper
time and attention to furthering the Company's business, and to
comply with all reasonable rules, regulations, and instruments
established or issued by the Company. Employee further agrees
that during the term of this Agreement, Employee shall not,
directly or indirectly; engage in any business which would
detract from Employee's ability to apply his best efforts to the
performance of his duties hereunder. Employee also agrees that
he shall not usurp any corporate opportunities of the Company.
Notwithstanding the foregoing, Employee shall not be prohibited
from serving as director or officer of Triden Telecom, Inc.
4.04 Return of Materials. Upon the termination of Employee's
employment with the Company for any reason, including without
limitation termination by the Company for cause or without cause,
Employee shall promptly deliver to the Company, any and all
correspondence, drawings, blueprints, manuals, letters, notes,
notebooks, reports, flowcharts, programs, proposals, and any documents
concerning the Company's customers or concerning products or
processes used by the Company and, without limiting the foregoing,
will promptly deliver to the Company any and all other documents or
materials containing or constituting confidential information
of the Company.
4.05 Work Made for Hire. Employee agrees that in the event of
publication by Employee of written or graphic materials prepared as
part of his duties at the Company, the Company will retain and own
all rights of said materials, including right of copyright.
Article V
Employee's Representations and Warranties
5.01 No Prior Agreements. Employee represents and warrants that
he is not a party to or otherwise subject to or bound by the terms
of any contract, agreement, or understanding which would, in any
manner, limit or otherwise affect his ability to perform his
obligations hereunder, including, without limitation, any contract,
agreement, or understanding containing terms and provisions similar in
any manner to those contained in Article IV hereof. Employee
further represents and warrants that his employment with the Company
will not require him to disclose or use any confidential information
belonging, from and after the date of this Agreement, too prior employers
or other persons or entities.
5.02 Employee's Abilities. Employee represents that his
experience and capabilities are such that the provisions in
Article IV will not prevent him from earning his livelihood, and
acknowledges that it would cause the Company serious and
irreparable injury and cost if Employee were to use his ability
and knowledge in competition with the Company or to otherwise
breach the obligations contained in Article IV.
5.03 Remedies. In the event of a breach by Employee of the terms of this
Agreement, the Company shall be entitled, if it shall so elect, to
institute legal proceedings to obtain damages for any such breach,
or to enforce the specific performance of this Agreement by Employee and
to enjoin Employee from any further violation of this Agreement and to
exercise such remedies cumulatively or in conjunction with all
other rights and remedies provided by law. Employee acknowledges, however,
that the remedies at law for any breach by him of the provisions of this
Agreement may be inadequate and that the Company shall be entitled to
injunctive relief against him in the event of any breach.
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5.04 Review by Counsel. Employee represents and warrants that
counsel for Employee has reviewed this Agreement and that Employee has
been informed by such counsel that the terms and provisions of this
Agreement are reasonable.
Article VI
Miscellaneous
6.01 Authorization to Modify Restrictions. It is the intention
of the parties that the provisions of Article IV hereof shall
be enforceable to the fullest extent permissible
under applicable law, but that the unenforceability (or modification
to conform to such law) of any provision or provisions hereof shall
not render unenforceable, or impair, the remainder thereof. If any
provision or provisions hereof shall be deemed invalid or unenforceable,
either in whole or in part, this Agreement shall be deemed amended to
delete or modify, as necessary, the offending provision or
provisions and to alter the bounds thereof in order to render it valid
and enforceable.
6.02 Entire Agreement. This Agreement represents the entire agreement of the
parties and may be amended only by a writing signed by each of them
with respect to the subject matter hereof.
6.03 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
6.04 Consent to Jurisdiction. Employee hereby irrevocably submits to the
personal jurisdiction of the United States District Court for
the Eastern District of Texas or the District Court of Hopkins County,
Texas in any action or proceeding arising out of or relating to this
Agreement, and Employee hereby irrevocably agrees that all claims in
respect to any such action or proceeding may be heard and determined
in either such court.
6.05 Service of Process. Employee hereby irrevocably consents to the service
of any summons and complaint any other process which may be
served in any action or proceeding arising out of or relating to this
Agreement brought in the United States District Court for the Eastern
District of Texas or the District Court of Hopkins County, Texas by the
mailing by certified or registered mail of copies of such process to
Employee at his address as set forth on the signature page hereof.
6.06 Remedies. The prevailing party in any proceeding for damages or
injunctive relief, in addition to other relief, shall be entitled to
reasonable attorney's fees, costs, and the expenses of litigation
incurred in connection with such action.
6.07 Agreement Binding. The obligations of Employee under this Agreement shall
continue after the termination of his employment with the Company for
any reason, with or without cause, and shall be binding on his heirs,
executors, legal representatives, and assigns and shall inure to the
benefit of any successors and assigns of the Company.
6.08 Counterparts, Section Headings. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of This together shall constitute one and the same instrument.
The section headings of this Agreement are for convenience of reference
only and shall not affect the construction or interpretation of any of the
provisions hereof.
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EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE
FOREGOING PROVISIONS AND THAT SUCH PROVISIONS ARE REASONABLE AND
ENFORCEABLE.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed the day and
year first above written.
OATH OF OFFICERS
State of Texas)
County of Smith)
I, Jim Roberts, do solemnly promise and swear that I will
faithfully discharge the duties of President and coo of Ed-Lam
Acquisition Corp., according to the best of my ability.
/s/ James M. Roberts
Address:
Attest: Ed-Lam Acquisition Corp.
By: /s/ Robert S. Hardy,
President
(Corporate Seal)
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