Globetel Communications
Corp.
CONFIDENTIAL EMPLOYMENT
AGREEMENT
Jonathan Leinwand
March 1, 2008
AGREEMENT dated
the 1 st
day of March, 2008, between Globetel
Communications Corp, a Delaware corporation, with offices at Suite
110, 9050 Pines Boulevard, Pembroke Pines, Florida 33024 at (the
"Company"), and Joanthan Leinwand, residing at 1619 Presidential
Way, Miami, FL 33179 (the "Employee").
WITNESSETH:
WHEREAS, the
Company desires to employ the Employee and the Employee is willing
to accept such employment, all on the terms hereinafter set
forth;
NOW, THEREFORE,
the parties agree as follows:
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1.
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Employment. The Company hereby employs the Employee as its
Chief Executive Officer and General Counsel on the terms
hereinafter set forth in Appendix A, and the Employee hereby
accepts such employment. Upon the anniversary hereof,
and each anniversary thereafter this agreement shall automatically
renew for successive one year terms unless otherwise terminated by
either party upon 30 days written notice or unless this agreement
is terminated for cause.
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2.
Duties. The Employee will perform duties stated as detailed
in Appendix A. These job duties may be varied from time to time by
the company.
3.
Exclusivity. The Employee will devote all time necessary to
perform his duties under this Agreement, and during her employment
with the Company the Employee will not (i) act for his/her own
account in any manner which is competitive with any of the business
of the Company or which would interfere with the performance of
his/her duties under this Agreement, or (ii) invest or have any
financial interest, direct or indirect, in any business competitive
with any of the business of the Company, provided, however, that
notwithstanding the foregoing, the Employee may own up to 1% of the
outstanding equity securities of any company engaged in any such
competitive business whose shares are listed on a national
securities exchange or regularly quoted in an over-the-counter
market by one or more members of a national or an affiliated
securities association. It is acknowledged by the Company that the
Employee may remain involved in other previous business activities
and may ultimately have to wind up previous business activities and
may or will continue to do so as long as such activities do not
pose a conflict with the Employee’s duties and obligations to
the Company, in the needs of the Company at the time of the
agreement.
4.
Compensation.
4.1
Salary. During the first one (1) year of employment, the
Company will pay the Employee a salary as detailed in Appendix A.
Thereafter the Company will review the Employee's salary at least
annually, but, in any event, the Company may increase the annual
salary, subject to review by the employee’s supervisor. The
Employee will not be entitled to overtime or other additional
compensation as a result of services performed during evenings,
weekends, holidays or at other times.
4.2
Additional Compensation. During his/her employment the
Company will also pay the Employee a bonus in company stock and/or
a cash amount based on personal performance as detailed in Appendix
A. Such bonus shall be determined by the Employee’s
supervisor and/or the Board of Directors of the Company at their
sole discretion. The bonus will be determined at least once per
year at a time so designated by the Company.
4.3
Deductions. The Company will deduct and withhold from any
compensation payable to the Employee under this Agreement such
amounts as the Company is required to deduct and withhold by law.
The Company may also deduct and withhold from any such
compensation, to the extent permitted by law, such amounts as the
Employee may owe to the Company.
4.4
Severance. Should the Employee be terminated
prior to the end of this agreement for any reason except
malfeasance, fraud, or gross negligence then the Employee shall be
entitled to payment of salary, benefits and bonus for three (3)
months following such termination and shall be entitled to a
pro-rata bonus for the term hereunder that the Employee was
Employed. The bonus shall be equal to the average bonus of the
other Senior Executives (CEO, President, CFO, and COO).
5.
Expenses.
5.1 The
Company will reimburse the Employee for all proper, normal and
reasonable expenses incurred by the Employee in performing her
obligations under this Agreement upon the Employee's furnishing the
Company with satisfactory evidence of such expenditures. The
Employee will not incur any unusual or major expenditure without
the Company's prior written approval. In the event that the
employee relocates to the corporate offices, then the Company shall
pay any and all relocation expenses, up to, fifteen thousand
dollars.
6.
Benefits.
6.1 The
Company will provide the Employee, at the Company's expense, with
medical Insurance with employee standard applicable contributions
and disability insurance as detailed in Appendix A, which is not
less favorable than that which it provides to any other employee of
the Company.
6.2 The
Employee will be entitled to 30 days vacation during each calendar
year, with not more than 2 weeks to be taken consecutively (January
1 to December 31) in addition to any holidays which the Company
observes.
6.3 The
Employee's salary and other rights and benefits under this
Agreement will not be suspended or terminated because the Employee
is absent from work due to illness, accident or other disability;
but the Company may deduct from the Employee's salary under Section
4.1 any payment received by the Employee under any disability
insurance which the Company provides the Employee pursuant to
Section 6.1. The provisions of this Section 6.3 will not limit or
affect the rights of the Company under Section 7.
7.
Death And Disability.
7.1 If
the Employee dies prior to expiration of the term of her
employment, all obligations of the Company to the Employee will
cease as of the date of the Employee's death.
7.2 If
the Employee is unable to perform substantially all of his/her
duties under this Agreement because of illness, accident or other
disability (collectively referred to as "Disability"), and the
Disability continues for more than three consecutive months or an
aggregate of more than six months during any 12-month period, then
the Company may suspend its obligations to the Employee under
Sections 4.1 and 4.2 [and 5.1] on or after the expiration of said
3- or 6-month period until the Company terminates such suspension
as hereinafter provided. The Company will terminate any such
suspension after the Disability has, in fact, ended and after it
has received written notice from the Employee that the Disability
has ended and that he/she is ready, willing and able to perform
fully services under this Agreement. Termination of such suspension
will be no later than one week after the Company has received such
notice from the Employee. If any one or more periods of suspension
continue pursuant to the provisions of this Section for three
consecutive months or six months in the aggregate, then the Company
may at any time prior to termination of the then current period of
suspension, terminate the Employee's employment
hereunder.
If the Company
suspends its obligations under this Section 7.2, then for each year
ending December 31 during which such suspension is in effect, the
additional compensation, if any, to which the Employee is entitled
under Section 4.2 will be that amount which bears the same ratio to
the additional compensation to which the Employee would otherwise
have been entitled as the number of days in such year during which
the suspension was not in effect bears to the total number of days
in such year.
If the Employee
or the Company asserts at any time that the Employee is suffering a
Disability, the Company may cause the Employee to be examined by a
doctor or doctors selected by the Company, and the Employee will
submit to all required examinations and will cooperate fully with
such doctor or doctors and, if requested to do so, will make
available to them her medical records. The Employee's own doctor
may be present.
8.
Results of The Employee's Services.
8.1 The
Company will be entitled to and will own all the results and
proceeds of the Employee's services under this Agreement,
including, without limitation, all rights throughout the world to
any copyright, patent, trademark or other right and to all ideas,
inventions, products, programs, procedures, formats and other
materials of any kind created or developed or worked on by the
Employee during his/her employment by the Company; the same shall
be the sole and exclusive property of the Company; and the Employee
will not have any right, title or interest of any nature or kind
therein. Without limiting the foregoing, it will be presumed that
any copyright, patent, trademark or other right and any idea,
invention, product, program, procedure, format or material created,
developed or worked on by the Employee at any time during the term
of her employment will be a result or proceed of the Employee's
services under this Agreement. The Employee will take such action
and execute such documents as the Company may request to warrant
and confirm the Company's title to and ownership of all such
results and proceeds and to transfer and assign to the Company any
rights which the Employee may have therein. The Company agrees that
it will not be entitled to any works, proceeds, or other benefits
as a result of the Employees other business activities, which the
Company acknowledges at the outset of this employment
arrangement.
The Employee's
right to any compensation or other amounts under this Agreement
will not constitute a lien on any results or proceeds of the
Employee's services under this Agreement.
8.2 The
Company will also own, and promptly on receipt thereof the Employee
will pay to the Company, any monies and other proceeds to which the
Employee is entitled on account of rights pertaining to any of the
Company's products which the Employee acquired before the date of
this Agreement.
8.3 The Employee
acknowledges that the violation of any of the provisions of Section
8.1 will cause irreparable loss and harm to the Company which
cannot be reasonably or adequately compensated by damages in an
action at law, and, accordingly, that the Company will be entitled
to injunctive and other equitable relief to enforce the provisions
of that Section; but no action for any such relief shall be deemed
to waive the right of the Company to an action for
damages.
9.0
Uniqueness of Services. The Employee acknowledges
that his or her services hereunder are of a special, unique,
unusual, extraordinary and intellectual character, the loss of
which cannot be reasonably or adequately compensated by damages in
an action at law. Accordingly, the Company will be entitled to
injunctive and other equitable relief to prevent or cure any breach
or threatened breach of this Agreement by the Employee, but no
action for any such relief shall be deemed to waive the right of
the Company t
