EMPLOYMENT AGREEMENT WITH CHARLES BREAM DATE
JANUARY 1, 2000
OFFICER/DIRECTOR EMPLOYMENT CONTRACT
This contract for employment of an officer and/or director (the
"agreement") is entered into between Pacific Link Internet, Inc., a
California corporation d.b.a. "Global Pacific Internet" as a
subsidiary of Worldwide Wireless Networks, Inc., a Nevada
corporation, with its principal place of business located at 770 The
City Drive South, Suite 3400, Orange, California 92868 (hereinafter
known collectively as the "employer"), and Charles C. Bream, an
individual.
ARTICLE 1. TERM OF EMPLOYMENT
Specified Period
Section 1.01 Employer hereby employs employee and employee hereby
accepts employment with employer for a period of five (5) years,
beginning on January 1, 2000, and terminating on December 31, 2004.
Automatic Renewal
Section 1.02 This agreement shall be renewed automatically for
Four (4) additional consecutive terms of One (1) year each, unless
either party gives notice to the other at least Ninety (90) days
prior to the expiration of any term of its intention not to renew.
"Employment Term" Defined
Section 1.03 As used herein, the phrase "employment term" refers
to the entire period of employment of employee by employer
hereunder, whether for the periods provided above, or whether
terminated earlier, renewed, or otherwise extended by mutual
agreement of the parties.
ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE
General Duties
Section 2.01 Employee shall serve as President and COO (Chief
Operating Officer) for an interim period of sixty (60) days from the
initiation date of this contract. After such time, employee shall
transition to the position of CEO (Chief Executive Officer) and
remain in that position until termination of this contract by lapse
of time or other provisions provided for hereunder. Employee shall
also become a member of the Board of Directors as of the date of
this agreement. In his capacity as President and COO, employee shall
use his best efforts and do and preform all services, acts, or
things necessary or advisable to manage and conduct the business of
employer, subject at all times to the policies set by Employer's
Board of Directors and subject to the consent of the Board of
Directors when required by the terms of this agreement. During this
interim period, employee and the company through its officers,
managers and Board of Directors, shall develop and agree upon a
"point sheet," to be signed by the parties hereto and attached to
this agreement as Exhibit "A" prior to employee taking his position
as CEO, said "point sheet" to contain an outline, listing and
description of the duties, authorities, obligations, rights and
responsibilities (relative to other officers, managers and
directors) of the CEO position assumed by employee.
Devotion to Employer's Business
Section 2.02 Unless agreed to in writing by employer, (a)
employee shall devote his entire productive time, ability, energies,
and attention to the business of employer during the term of this
contract.(b) Employee shall not engage in any other business duties
or pursuits whatsoever, or directly or indirectly render any
services of a business, commercial or other professional nature to
any other person or organization, for compensation in wages, equity
or otherwise, for any period of time longer than two calendar weeks,
without the prior written consent of employer's Board of Directors.
(c) This agreement shall not be interpreted to prohibit employee
from making passive personal investments or conducting private
business affairs if those activities do not materially interfere
with the services required under this agreement. However, employee
shall not directly or indirectly acquire, hold or retain any
interest in excess of five (5%) per cent in any business directly
competing with the business of employer.
Indemnification for Negligence or Misconduct
Section 2.03 Employee and employer agree to mutually indemnify
the other and to hold the other harmless from liability for loss,
damage, or injury to persons or property resulting from any breach
of this agreement by the other, the definition of said breach to
include but not be limited to negligence, gross negligence, or other
misconduct
Trade Secrets
Section 2.04 (a) The parties acknowledge and agree that during the
term of this agreement and in the course of the discharge of the
duties hereunder, Employee shall have access to and become
acquainted with information concerning the operation and process of
Employer, including without limitation, financial, personnel, sales,
scientific, and other information that is owned by or proprietary to
Employer and regularly used in the operation of Employer's business,
and that such information constitutes trade secretes.
(b) Employee specifically agrees that he shall not misuse,
misappropriate, or disclose any such trade secrets, directly or
indirectly, to any other person or use them in any way, either
during the term of the agreement or at any other time thereafter,
except as is required in the course of his employment hereunder.
(c) Employee acknowledges and agrees that the sale or
unauthorized use or disclosure of any of Employer's trade secrets
obtained by Employee during the course of his employment under this
agreement, including information concerning Employer's current or
any future and proposed work, services, or products, the fact that
any such work, services, or products are planned, under
consideration, or in production, as well as any descriptions thereof
(Proprietary Information), constitute unfair competition. Employee
promises and agrees not to engage in any unfair competition
utilizing Employer's Proprietary Information.
(d) Employee further agrees that all files, records, documents,
drawings, specifications, equipment, and similar items relating to
Employer's business are and shall remain exclusively the property of
Employer.
ARTICLE 3. OBLIGATIONS OF EMPLOYER
Section 3.01 Employer shall provide Employee with office facilities,
parking privileges, office equipment, supplies and other facilities
and services, suitable to Employee's position and adequate for the
performance of his duties.
Indemnification of Losses of Employee
Section 3.02 Employer shall indemnify Employee for all loses
sustained by Employee in direct consequence of the discharge of his
duties on Employer's behalf.
ARTICLE 4. COMPENSATION OF EMPLOYEE
Annual Salary
Section 4.01 (a) As compensation for the services to be performed
hereunder, Employee shall receive a guaranteed salary at the rate
of One Hundred Twenty Thousand ($120,000.00) dollars per year during
the employment term, to be paid pro rata two times per month. Said
salary shall be reviewed and renegotiated every three (3) months
with the Directors of Employer. In the event Employer's financial
condition is such that it does not have the funds necessary to pay
Employee and the salaries of the two other top paid executives for
a period of two (2) consecutive months, Employer may, by action of
its board of directors, reduce Employee's salary by 50%, until such
time as Employer's financial condition improves. However, any such
reduction shall be on par with and at an equal pro rata reduction
with, the other two top paid executives of Employer. In such event,
Employer shall, at the request of Employee, provide Employee with
financial data in support of such action. All funds not paid during
this period shall be repaid to Employee by Employer on a "best
efforts" basis. However, if such repayment does not occur within
6 months, Employee may elect to take the lost income in the form of
a stock grant under the same pricing, terms and conditions set forth
in Section 5.01 of this agreement.
Tax Withholding
Section 4.02 Employer shall have the right to deduct or withhold
from the compensation due to Employee hereunder any and all sums
required for federal income and Social Security taxes and all state
and local taxes now applicable or that may be enacted and become
applicable in the future.
ARTICLE 5. EMPLOYEE INCENTIVES
Restricted Stock Options
Section 5.01 Employee shall receive Five Hundred Eighty Thousand
(580,000) restricted cashless options at a strike price of Three
Dollars ($3.00) drawn from the company's Employment Stock Option
Program. The stock will vest as follows:
a) One Hundred Thousand (100,000) shares will vest in full upon
the date of this agreement.
b) Twenty Thousand (20,000) shares will vest each month, with
the basis being the average of the last five (5) trading days of the
month, for the first twenty four (24) months of employment, totaling
Four Hundred Eighty Thousand (480,000) options.
The option/exercise period shall be from the date of vesting through
the date seven (7) years from the date of vesting. However, the
date of vesting shall accelerate, and all stock options contemplated
pursuant to this clause shall vest immediately, at the strike price
in effect on the date of acceleration, upon the occurrence of any
of the following:Termination for cause pursuant to this contract;
Termination without cause pursuant to this contract;
Any event that could jeopardize the above referenced vesting
schedule of remaining options, including but not limited
to any change in the material terms of, or rights and
obligations contained in, this employment agreement, or any
sale, merger, takeover or change in control of the
stock of company such that any single shareholder or group
of shareholders in concert and acting together shall gain
control of 51% or more of the outstanding shares of company.
Incentive Stock Option Program
Section 5.02 If the Board of Directors of Employer elects to
institute an Incentive Stock Option program, or other stock program
not currently in effect, Employee shall be eligible to participate
in said program under the guidelines set forth, and continue to
participate in the Employment Stock Option Program, the Board may
elect to reduce Employee's participation in any such incentive stock
option program by 25% vis a vis other officers or directors during
the first two years of employee's employment. However, this
reduction can only apply to one stock option program if multiple
programs are in place.
Performance Bonus Eligibility
Section 5.03 Employer does not now maintain, but agrees to assemble
and propose to its Board of Directors, during and covering the
calendar year 2000, an Annual Performance Bonus Plan to include
Employee and such other top executives of Employer as the Board
shall deem appropriate, subject to the limitations set forth in
Section 5.02, above.
ARTICLE 6. EMPLOYEE BENEFITS
Annual Vacation
Section 6.01. Employee shall be entitled to three (3) weeks
vacation each year, and those business days that fall between
Christmas and New Year's day, without loss of compensation.
Employee may be absent from his employment for vacation only at such
times as Employer's Board of Directors shall determine form time to
time. In the event that Employee is unable for any reason to take
the total amount of vacation days authorized therein during the year,
he shall be entitled to use such un-taken vacation days in the next
year of employment.
ARTICLE 7. BUSINESS EXPENSES
Reimbursement of Business Expenses
Section 7.01 (a) Employer shall promptly reimburse Employee for all
reasonable business expenses incurred by Employee in connection with
the business of Employer. (b) Each such expenditure shall be
reimbursable only if it is of a nature qualifying it as proper
deduction on the federal and state income tax return of Employer.
(c) Each such expenditure shall be reimbursable only if Employee
furnishes to Employer adequate records and other documentary
evidence required by federal and state statutes and regulations
issued by the appropriate taxing authorities for the substantiation
of each such expenditure as an income tax deduction. Notwithstanding
the forgoing, Employee shall not incur expenses in excess of Five
Hundred ($500.00) dollars, excluding expenses incurred in connection
with travel outside of the metropolitan Los Angeles area, without
obtaining the prior consent of Employer, which consent shall not be
unreasonably withheld or delayed.
(d) Employee shall be reimbursed for the use of his privately owned
vehicle at $500 per month. If business mileage exceeds this, he will
also be reimbursed for the difference at standard government rates.
Repayment of Disallowed Expenses
Section 7.02. In the event that any expenses paid for Employee or
any reimbursement of expenses paid to Employee shall, on audit or
other examination of employer's income tax returns, be determined
not to be allowable deductions from Employer's gross income because
of Employee's misrepresentation or characterization of such
expenses, and in the further event that this determination shall be
acceded to by the Employer or made final by the appropriate federal
or state taxing authority or a final judgment of a court of
competent jurisdiction, and no appeal is taken from the judgment or
the applicable period for filing notice of appeal has expired,
Employee shall repay to Employer the full amount of the disallowed
expenses.
ARTICLE 8. RELOCATION OF EMPLOYEE
Section 8.01. Employee shall be reimbursed Five Hundred Dollars
($500.00) per month for temporary lodging while relocating, up to a
maximum period of six months from the effective date of this
agreement.
Section 8.02 Employee shall be reimbursed for one trip to Virginia
every three weeks while relocating, with roundtrip airfares of no
more than $450.00, for a maximum period of six months. Employee's
Spouse may take one or more of these trips in the place of Employee,
under the same conditions of this Section.
Section 8.03 Employee will be reimbursed for realtor fees, up to
3 % of the sale price, on the sale of his home in Virginia. If
realtor fees exceed 3% of the sale price, the difference will be
reimbursed to Employee by a stock grant under the same terms and
conditions set forth herein under Section 5.01.
Section 8.04 Employee will be reimbursed for moving and shipping
costs related to relocation up to a maximum of Twelve Thousand Five
Hundred Dollars ($12,500.00).
ARTICLE 9. TERMINATION OF EMPLOYMENT
Termination for Cause
Section 9.01. (a) Employer reserves the right to terminate this
agreement if Employee 1) willfully breaches any of the terms of
this agreement; 2) habitually neglects the duties which he is
required to perform under the terms of this agreement, including
those set forth in Exhibit "A," to be attached hereto after
agreement of the parties but prior to assumption of the CEO
position; 3) or commits such acts of dishonesty, fraud,
misrepresentation or other acts of moral turpitude as would prevent
the effective performance of his duties. (b) Employer may at its
option terminate this agreement for the reasons stated in this
section by giving written notice of termination to Employee without
prejudice to any other remedy to which employer maybe entitled
either at law, in equity, or under this agreement. Notwithstanding
the foregoing, as a condition precedent to such termination,
Employer shall have provided Employee with written notice of his
breach, setting forth in detail the cause thereof, and providing
Employee with an opportunity to respond to such claim and be heard
upon his response by a meeting of the Board of Directors. In
terminating Employee for cause, Employer shall further follow and
adhere to any procedures and guidelines set forth in Employer's
"Employee Handbook" in addition to the termination requirements set
forth herein. If there are any conflicting terms or conditions
regarding termination between the Handbook and this agreement, the
agreement shall prevail, whether termination is for cause or without
cause.
(c) The notice of termination required by this section shall specify
the ground for the termination and shall be supported by a statement
of relevant facts.
(d)Termination under this section shall be considered "for cause"
for the purposes of this agreement.
Termination Without Cause
Section 9.02 Notwithstanding any other termination clause
hereunder, and unfettered by any requirements or procedures set
forth in Employer's "Employee Handbook," Employer may terminate
Employee without cause, upon thirty (30) days notice, but shall at
that time become obligated to pay to Employee a severance payment
equal to six (6) months of salary at the rate applicable on the
date of notice of termination. In such event, Employer shall also
be required to continue to furnish, under the Employee's existing
health plan, health insurance, for a period of one year from the
date of termination, or until such time as Employee is offered or
eligible for health insurance from any other employer.
Termination by Employee
Section 9.03. Employee may terminate his obligations under this
agreement by giving the Employer at least Thirty (30) days notice in
advance. In the event Employee shall terminate his obligations
hereunder, Employee shall not be entitled to any payment of unpaid
annual salary from Employer, any other severance, or continuation of
health benefits as provided in Section 9.02, above.
ARTICLE 10. GENERAL PROVISIONS
Notices
Section 10.01. Any notices to be given hereunder by either party to
the other shall be in writing and may be transmitted by personal
delivery or by mail, registered or certified, postage prepaid with
return receipt requested. Mailed notices shall be addressed to the
parties at the addresses appearing in the introductory paragraph of
this agreement, but each party may change that address by written
notice in accordance with this section. Notices delivered
personally shall be deemed communicated as of the date of actual
receipt; mailed notice shall be deemed communicated as of the date
of mailing.
Attorney's Fees and Costs
Section 10.02. If any action at law or in equity is necessary to
enforce or interpret the terms of this agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs, and
necessary disbursements in addition to any other relief to which
that party may be entitled. This provision shall be construed as
applicable to the entire agreement. The parties hereto agree that
the Superior Court of Orange County shall have and retain exclusive
jurisdiction over any dispute under this agreement, and California
law shall govern in any controversy arising.
Consents
Section 10.03. Employer agrees that all consents required of it
hereunder shall neither be unreasonably withheld nor delayed.
Entire Agreement
Section 10.04. This agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto
with respect to the employment of Employee by Employer and contains
all of the covenants and agreements between the parties with respect
to that employment in any manner whatsoever. Each party to this
agreement acknowledges that no representation, inducements,
promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or promise
not contained in this agreement shall be valid or binding on either
party.
Modifications
Section 10.05. Any modification of this agreement will be effective
only if it is in writing and signed by the party to be charged.
Effect of Waiver
Section 10.06. The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of this
agreement by the other party shall not be deemed a waiver of that
term, covenant, or condition, nor shall any waiver or relinquishment
of any right or power at any one time or times be deemed a waiver
or relinquishment of that right or power for all or any other times.
Partial Invalidity
Section 10.07. If any provision in this agreement is held by court
of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provision shall nevertheless continue in full force
without being impaired or invalidated in any way.
Facsimile Signatures
Section 10.08 Any signed copy of this agreement or of any other
document or agreement referred to herein, or copy or counterpart
thereof, delivered by facsimile transmission, shall for all
purposes be treated as if it were delivered containing an original
manual signature of the party whose signature appears in the
facsimile, and shall be binding upon such party in the same
matter as though an originally signed copy had been delivered.
Executed on ____________________, 2000, at Orange, California.
Employer :
Worldwide Wireless Networks, Inc., a Nevada Corporation
Pacific Link Internet, Inc., a California corporation d.b.a. Global
Pacific Internet
by:
its:
Executed on ____________________, 2000, at Orange, California.
Employee :
/s/ Charles C. Bream
----------------
Charles C. Bream