CUMMINGS EMPLOYMENT AGREEMENT
This Agreement is entered into between Stephen Cummings
("Employee")
and ICOA, Inc. ("Company"), upon the
following terms and conditions:
1. Duties; At-Will Employment. Employee will perform for Company such
duties as may be designated by Company from time to time. Employee is hereby
retained by Company for a period of one year from the
date hereof (the
"Term")
(except that Employee may be terminated
involuntarily for
Cause) and thereafter
is retained for no specified term, and may
be terminated by Company at any time,
with or without cause, and with or without notice. Similarly, Employee may
terminate Employee's employment with
Company at any time, with or without cause,
and with or without notice.
2. Compensation. In exchange for the services
Employee will perform for
Company, the Company agrees to provide the
following compensation to Employee:
2.1 Salary.
Employee shall be paid an annual
salary of $144,000,
payable semi-monthly.
2.2 Severance. In the event that Employee's employment is
terminated
involuntarily without Cause as of a date
more than six months from the date of
this Agreement, Employee will be entitled
to a severance payment equivalent to
eight month's salary, to be payable
quarterly, in advance, commencing with such
termination. "Cause" means (i)
incompetence, fraud, personal dishonesty,
embezzlement or acts of gross negligence or
gross misconduct on the part of
Employee in the course of his or her
employment or services, (ii) a Employee's
engagement in conduct that is materially
injurious to the Company, (iii) a
Employee's conviction by a court of
competent jurisdiction of, or pleading
"guilty" or "no contest" to, (x) a felony,
or (y) any other criminal charge
(other than minor traffic violations) which
could reasonably be expected to have
a material adverse impact on the Company's
or an Affiliate's reputation or
business; (iv) public or consistent
drunkenness by a Employee or his illegal use
of narcotics which is, or could reasonably
be expected to become, materially
injurious to the reputation or business of
the Company or an Affiliate or which
impairs, or could reasonably be expected to
impair, the performance of a
Employee's duties to the Company; or (v)
willful failure by a Employee to follow
the lawful directions of a superior officer
or the Board. Where Cause is based
upon a willful and continued failure by
Employee to perform material duties owed
to the Corporation (other than any such
failure resulting from incapacity due to
physical or mental illness), Cause shall
arise only after a written demand for
substantial performance is delivered to
Employee which identifies the manner in
which that Employee has not substantially
performed such duties, and what
actions are needed to cure such
condition.
2.3 Benefits. Employee
is eligible for group health insurance, 401(k)
plan participation, expense reimbursement, vacation, bonus plan, equity
compensation and other benefits as they are
offered to senior
management of the
Company.
3. Confidentiality and Proprietary
Information.
Employee and the
Company
agree that the following confidentiality and proprietary
information terms
and
conditions shall govern their
relationship:
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3.1 Definition of Confidential Information. "Confidential
Information"
as used in this Agreement shall mean
valuable information
concerning
Company's
business which is not generally known to
the public and is disclosed to Employee
during the period of and pursuant to the
scope of his
employment with
Company.
"Confidential Information" shall include trade
secrets, know-how,
inventions,
techniques, processes, algorithms, software programs, schematics, software
source documents, contracts, customer lists, financial
information, and
sales
and marketing plans and information.
3.2 Confidentiality
Obligations. Employee
agrees to use Confidential
Information, and to use reasonable care to disclose Confidential Information
only to those persons who need to know such
Confidential
Information,
for the
purpose of performing his duties of
employment to the Company.
3.3 Exclusions
from
Confidentiality
Obligations.
Employee's
obligations under Section 3.2 ("Confidentiality Obligations") with respect to
any portion of Confidential Information shall not apply to such
portion that
Employee can demonstrate that: (a) was known to Employee at the time of
disclosure, (b) was publicly known at or
subsequent to the time such portion was
communicated to Employee by Company
through no fault of
Employee; (c) was in
Employee's possession free of any obligation of
