EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of, by and between
Network Installation Corp., a Nevada Corporation, ("Company"), and Michael V.
Rosenthal, an individual ("Executive").
RECITALS
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A, Company is engaged in the business of providing networking and
telecommunication services (the "Business") and has need for personnel with
experience in said Business.
B. Executive is experienced in matters of operation related to Business.
C, The parties are willing to enter into this Agreement with respect to
Executive's employment and services upon the terms and conditions hereinafter
set forth.
AGREEMENT
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In consideration of the foregoing recitals and the premises herein
contained, the parties agree as follows:
I.
TERM
Subject to the provisions of Section IV hereof, Company hereby employs
Executive and Executive hereby accepts employment with Company beginning on or
about the date of March 14, 2005 ("Employment Date'7) and it shall continue in
effect for a period of two years, Thereafter, the agreement shall be renewed
upon mutual agreement of Executive and Company. This agreement and Executive's
employment may be terminated at Company's discretion during the initial term,
provided that Company shall pay to Executive an amount equal to payment at
Executive's base salary rate for six months- (The "Employment Term").
II.
DUTIES
SECTION II.O General duties. Executive shall serve as Chief Financial
Officer Of Network Installation Corp. during the Employment Term. Executive,
during the Employment Term, subject to the policies and directives of the Board
of Directors of Company ("Board'7), shall be responsible for the daily financial
operations of Network Installation Corp-
SECTION II. 1 Devotion of Time to Company's Business. Executive agrees
during the Employment Term, to devote his best efforts, and all of his business
time exclusively, to his employment with Company, and to perform such duties as
are specified in Section 2,01 and such other duties consistent with Section
2-01. as shall be reasonably requested by the Board. Executive shall not, during
Executive's employment,- unless otherwise agreed to in advance and in writing by
Company, seek or accept other employment, become self-employed in any other
capacity, or engage in any activities that are detrimental to the business of
Company.
III.
COMPENSATION AND BENEFITS
Gross Base Salary $15,000.00 per month
Auto Allowance $500 per month
Medical Company paid as is at present time
Life Insurance S400.00 per month
Holidays Company policy and procedures
Vacation Twenty One (21) days per year
Pension and Profit sharing Company policy and procedures
Stock Bonus Plan A Warrant to purchase
1,000,000 shares of the Company's common stock
("Shares") at a price of ten cents (S.10) per
share ("Exhibit A" attached herein). The Shares
shall be eligible for resale in 12 months provided
either; (i) the Company achieves $9.5 million in
gross revenue for fiscal year ended December 3lf
2005 or (ii) the Share price is trading above
$2.50. If neither scenario is realized, then the
Shares shall be eligible for resale after 24
months. However, at all times, selling of the
Shares shall be limited to provisions of a
mutually acceptable "Leak-Out" agreement ("Exhibit
B" attached herein) between the Executive and the
Board. Terms of the Leak-Out agreement shall be
pari passu with the terms limiting the resale of
Shares by the Company's current directors.
IV.
TERMINATION
SECTION IV, Employment At-Will. This is an at-will employment agreement.
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Either party may terminate the employment relationship at any time with or
without cause. You understand and agree that no company policy or procedure, nor
anything in the employee handbook, nor your length of service, nor your
outstanding job performance, nor any oral statement by anyone employed by
employer can change either party's right to terminate the employment
relationship at anytime and for any reason. No manager, supervisor, employee or
consultant of Employer has any authority to bind Employer to any agreement for
employment for any specified period of time or to make any agreement other than
at-will. Only Employer's Board of Directors, has the authority to make such an
agreement, and then only in writing.
SECTION IV. 2 Termination for Death or Disability. This Agreement and
Executive's employment hereunder shall terminate automatically upon (1)
Executive's death or (2) the date of determination by the Board that Executive
has a disability. As used herein, "disability" shall mean any condition that
qualifies as a disability under Company's long-term disability plan as in effect
on the date of determination or which renders Executive incapable of performing
substantially all of Executive's managerial and Executive services hereunder for
ninety (90) days or more in the aggregate during any one (1) year period, and
which at any time after such ninety (90) days the Board shall determine
continues to render Executive incapable of performing Executive's managerial and
Executive services hereunder. If this Agreement is terminated because of
Executive's death or disability pursuant to this Section, Company shall have no
further obligation or liability to Executive.
SECTION IV. 3 No Additional Payments. Upon termination of Executive's
employment hereunder, Executive shall not be entitled to any severance payments
or severance benefits from Company or any payments by Company on account of any
claim for wrongful termination, including but not limited to claims under any
federal, state or local human and civil rights or labor laws, except for any
benefits which may be due to Executive in the normal course under any Executive
benefit plan or program of Company which provides for benefits after termination
of employment. Executive's right to receive payments or benefits under this
Agreement upon termination of employment will cease if Executive breaches any
provision of Section V below.
V.
RESTRICTIVE COVENANTS
SECTION V.I Confidential and Proprietary Information. As an Executive of
Company, Executive shall have access to certain Confidential and Proprietary
Information, (as defined below) concerning Company and its Affiliates (as
defined below). Executive agrees that he will not, either directly or
indirectly, disclose to any person or use any of the Confidential and
Proprietary Information in any way during the Employment Term (except as
required in the course of the performance of his duties to Company) or after the
expiration of the Employment Term.
For purposes of this Agreement, "Confidential and Proprietary Information"
means any of the following information relating to the business of Company that
Is not generally known to competitors, suppliers and, customers of Company: (i)
any business or technical information, design, process, procedure, formula,
improvement, or any portion or phase thereof, that is owned by or has, at the
time of determination, been used by Company; (ii) any information related to the
development of products and production processes; (iii) any information
concerning proposed new processes; (iv) any information concerning customer
lists and other customer information, vendor lists and information, price data,
cost data, profit plans', capital plans and proposed or existing marketing
techniques or plans; and (v) any other information which would constitute a
"Trade Secret" under the Uniform Trade Secrets Act. as in force and effect in
the State of California.
For purposes of this Agreement, "Affiliate" means any corporation, company,
partnership, joint venture, firm and/or other entity which controls, is
controlled by or is under common control with the person with respect to which
the term "Affiliate" is used. For purposes of this Agreement, "Person" means an
individual, corporation, partnership, limited liability company, trust or
unincorporated organization, or a government or any agency or political
subdivision thereof. ''Control" means (a) in the case of corporate entities,
direct or indirect ownership of at least fifty percent (50%) of the stock or
participating shares entitled to vote for the election of directors; and (b) in
the case of non-corporate entities (such as limited liability companies,
partnerships or limited partnerships), either (x) direct or indirect ownership
of at least fifty percent (50%) of the equity interest, to (y) the power to
direct the management and policies of the non corporate entity.
SECTION V. 2 Inventions and Improvements. Executive agrees that he will
assign to Company, without further consideration, the exclusive rights and title
to all inventions, discoveries, ideas, improvements, and other intellectual
property made or acquired by Executive during the Employment Term, whether alone
or jointly with others. Executive further agrees to execute any and all
documents that are required in order to transfer or assign such property rights
to Company,
SECTION V, 3 Equitable Relief- Executive acknowledges and agrees that his
services are of a special, unique and extraordinary value to Company and its
Affiliates and that damages alone may be an inadequate remedy for any breach of
this Agreement. Accordingly, in the event of the breach by Executive of any of
the provisions of this Agreement, Company may, in addition and supplementary to
other rights and remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce, or prevent any violations of, the provisions
of this Agreement.
VI.
MISCELLANEOUS
SECTION VII. 1 Severabilitv. Every provision of this Agreement is intended
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to be severable, If any term or provision hereof is declared by a court of
competent jurisdiction to be illegal or invalid, such illegal or invalid term or
provision shall not affect the balance of the terms and provisions hereof, which
terms and provisions shall remain binding and enforceable.
SECTION VII.2 Notice. Any notice or communication required to be given
hereunder may be delivered by hand, deposited with an. overnight courier, sent
by confirmed facsimile, or mailed by registered or certified mail, if to
Company, to 312 Stuart St., 3ri Floor, Boston 02116, ATT: Michael Novielli, and
if to Executive, to his office. Notice shall be deemed received on the date sent
if sent by facsimile or personal delivery; three days after the date sent if
sent by registered or certified mail; and one day after the day it is sent if
sent by overnight courier.
SECTION VII.3 Entire Agreement; Modification. This Agreement contains the
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entire and complete understanding between the parties concerning its subject
matter and all representations, agreements, arrangements and understandings
between or among the parties, whether oral or written, have been fully merged
herein and are superseded thereby.
SECTION VII4 Law Governing Agreement- This Agreement shall be governed by
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and construed in accordance with .the Jaw of the State: of California.
SECTION VII.5 Arbitration. If a dispute arises relating to the terms and
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provisions of this Agreement or involves any claim for breach of any contract or
covenant (express or implied), tort claims, claims for discrimination
(including, but not limited to race, sex, religion, national origin, age,
handicap or disability), claims for compensation or claims for violations of any
federal, state, foreign or other governmental law, statute, regulation, or
ordinance, then either party may initiate arbitration proceedings in accordance
with the Rules of the American Arbitration Association ("AAA"). Arbitration
proceedings shall be held in any Orange County, California office of AAA, Both
parties hereby consent to such arbitration, and any arbitration award shall be
'final and binding. Neither party shall disclose the existence of any dispute or
the terms of any arbitration decision to any third party, than their legal
counsel, accountants, and financial advisors or as required by law.
SECTION VII.6 Representation bv Counsel. Executive acknowledges that he
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has been represented by legal-counsel in connection with this agreement and thus
consulted with such legal counsel..
SECTION VII.7 Counterparts. This Agreement may be executed in.
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counterparts, all of which taken together will constitute one instrument.
SECTION VII.8 Waiver. Either party's failure to enforce any provision or
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provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, nor prevent that party thereafter from
enforcing each and every other provision of this Agreement. The rights granted
both parties herein are cumulative and shall not constitute a waiver of either
party's right to assert all other legal remedies available to it under the
circumstances,
SECTION VII.9 Binding Effect. Except as otherwise provided in this
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Agreement, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, heirs, and assigns. Executive
shall not assign, convey, or otherwise transfer, voluntarily or by operation of
law, to any person or entity, this Agreement or any interest herein without the
prior written consent of Company. Any attempt to do so without such consent
shall be null and void.
(Signature page follows) (Signature page to Employment Agreement)
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.
"Company"
Network Installation Corp, A NEVADA CORPORATION
Name: Jeffrey R. Hultman
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Title: Chief Executive Officer
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By: /s/ Jeffery R. Hultman
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Name: Michael V. Rosenthal
Title: An Individual
"Executive"
Name: Michael V. Rosenthal
Title: Chief Financial Officer
By: /s/ Michael V. Rosenthal
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