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Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT is made this 29th day of November, 1999 by
and
between ePCX.com, Inc. d/b/a Broadband Maritime, a New Hampshire
business
corporation with its principal offices located at 690 East 18th
Street,
Brooklyn, New York 11230 ("ePCX" or "Employer"), and Zev Kramer, an
individual
with a residence address of 690 East 18th Street, Brooklyn, New
York 11230
("Employee").
WITNESSETH:
WHEREAS Employer is a company providing innovative international
Internet,
Internet-telephony and telecommunications service to the maritime
market,
represented by its Board of Directors;
WHEREAS Employer has assembled a small, focused team of
experienced
professionals, which has extensive knowledge of satellite
engineering, telephony
engineering and switching, network deployment, foreign
origination
telecommunications marketing, maritime management as well as
international
accounting and operations:
WHEREAS Employee has credentials indicating substantial knowledge
in areas
important to the success of Employer;
WHEREAS Employee has certified that he is knowledgeable in the
areas in which
Employer intends to operate;
WHEREAS Employer wishes to employ Employee and Employee wishes to
be employed;
and
WHEREAS the parties to this employment agreement wish to enter into
a written
expression of their relationship as Employer and Employee.
NOW, THEREEORE, in consideration of the agreements contained in
this Employment
Agreement, the parties, intending to be legally bound, agree as
follows:
SECTION 1. EMPLOYMENT OF EMPLOYEE. Employer agrees to employ
Employee, and
Employee accepts employment with Employer, commencing on the date
shown above,
on and subject to the terms and conditions set forth in this
Employment
Agreement.
SECTION 2. DUTIES OF EMPLOYEE.
SECTION 2.1 POSITION AND DUTIES. Employer agrees to employ Employee
to act
as
Chief Information Officer for Employer. Employee shall be
responsible
for
performing the following duties:
SECTION 2.1.1 overall responsibility for network integrity and
operations
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SECTION 2.1.2 development and improvement of proprietary
network
configuration and associated algorithms and software
SECTION 2.1.3 development and maintenance of vendor relations
as
relates to network equipment and resources
SECTION 2.1.4 direction of network and satellite engineering
staff
Employee's success in performing assigned tasks shall be measured
by industry
standards for performance of mission critical systems including;
without
limitation, reliability of the Company's deployed network. Employee
shall also
be evaluated on his ability to take direction and his ability to
work as an
integral part of a team. Employer reserves the right from time to
time to change
the nature of Employee's duties and job title.
SECTION 2.2 TIME DEVOTED TO WORK. Employee agrees to devote
Employee's
entire business time, attention, and energies, as well as
Employee's best
talents and abilities to the business of Employer in accordance
with
Employer's instructions and directions and shall not be engaged in
any
other business activity, whether or not the activity is pursued for
gain,
profit, or other pecuniary advantage, during the term of this
employment
agreement without Employer's prior written consent. Nothing
contained
herein shall prevent Employee from serving as a director or trustee
of any
corporation or other organization, or in another capacity, with
any
non-commercial enterprise provided that such service does not
materially
interfere with the performance of Employee's duties hereunder and
such
business or organization does not have business relations with or
compete
with
the Employer or any of its subsidiaries or affiliates.
SECTION 3. PLACE OF EMPLOYMENT. Employee shall be based at
Employer's principal
office but shall be required to' travel away from that office on
business as
needed by Employer. If Employer relocates its principal office to a
different
metropolitan area or requests that Employee relocate to one of its
offices in a
different metropolitan area and Employee consents to relocate to
that new
location, Employer shall promptly pay or reimburse Employee for all
reasonable
moving expenses incurred by Employee in connection with the
relocation plus an
amount to reimburse Employee for any federal and state income taxes
that
Employee has to pay on amounts reimbursed. Employer also shall
indemnify
Employee against any loss incurred in connection with the sale of
Employee's
principal residence. The amount of any loss shall be determined by
taking the
difference between the average of two appraisal prices set by two
independent
appraisers agreed to by Employer and Employee and the actual sales
price of
Employee's principal residence.
SECTION 4. Compensation of Employee.
SECTION 4.1 BASE SALARY. For all services rendered by Employee
under this
employment agreement, Employer agrees to pay Employee an annual
base salary
of
one hundred eighty thousand ($180,000) dollars, which shall be
payable
to
Employee in such installments, but not less frequently than
monthly, as
are
consistent with Employer's practice for its other Employees.
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SECTION 4.2 BENEFITS; INCENTIVES. During the term of his
employment,
Employee shall be entitled to participate in all bonus,
incentive
compensation, stock option or stock related right, retirement,
profit-sharing, medical payment, disability, health or life
insurance and
other benefit plans and arrangements which may be or become
available to
employees of the
Employer in general; provided, that Employee shall be
required to comply with the conditions attendant to coverage by
such plans
and
arrangements.
SECTION 4.3 BUSINESS EXPENSES. Employer shall promptly pay or
reimburse
Employee for all reasonable
business expenses incurred by Employee in
performing Employee's duties and obligations under this
employment
agreement, but only if Employee properly accounts for expenses
in
accordance with Employer's policies. Employer and Employee
agree
specifically that biweekly reimbursement shall be considered prompt
for the
purposes of this Section.
SECTION 4.4 VACATIONS AND OTHER PAID ABSENCES. Employee shall be
entitled
to
fifteen (15) paid vacation days each calendar year during the term
of
this
Employment Agreement. Such vacation shall be taken at such time
or
times as may be mutually agreed upon by the Employer and Employee.
Employee
shall be entitled to the same paid holidays as authorized by
Employer for
its
other Employees. Employee shall be entitled to the same number of
paid
sick
days and personal absence days authorized by Employer for its
other
Employees.
SECTION 5. TERMINATION OF EMPLOYMENT. Employee's employment shall
commence on
November 29, 1999 and shall terminate on November 29, 2005, unless
extended or
terminated sooner, as provided by this section (Section) of the
Employment
Agreement. On November 28, 2005, and on each anniversary
thereafter, Employee's
employment with Employer shall be extended automatically for an
additional year
unless, at least ninety (90) days prior to the termination date,
Employer or
Employee delivers to the other written notice that Employee's
employment
