Exhibit
10.2
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered into as of April ,
2007, by and between Sohel Distributors Inc. , a New York corporation, with an
office located at 1091 Yonkers Avenue, Yonkers, NY 10704 (the "
Company"), and Sohel Kapadia , an individual and resident of New
York ("Executive").
WHEREAS, the Company is
in the business of distributing prepaid telephone service products;
and
WHEREAS, Executive has
had experience in the operations of businesses distributing prepaid
telephone service products; and
WHEREAS, the Company
desires to retain the services of Executive; and
WHEREAS, Executive is
willing to be employed by the Company; and
WHEREAS, the Company is
a wholly-owned subsidiary of Reliablecom, Inc., a Delaware
corporation (“Parent”);
NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties
agree as follows:
1.
Employment .
Executive is hereby employed and engaged to serve the Company
as the President of the Company, or such additional titles as the
Board of Directors of the Company shall specify from time to time,
and Executive does hereby accept, and Executive hereby agrees to
such engagement and employment.
2. Duties.
Executive shall be
responsible for the overall development and operations of the
Company. In addition, Executive’s duties shall be such duties
and responsibilities as the Company shall specify from time to
time, and shall entail those duties customarily performed by the
President of a corporate business unit with a sales volume and
number of employees commensurate with those of the Company.
Executive shall diligently and faithfully execute and perform
such duties and responsibilities, subject to the general
supervision and control of the Company’s board of directors.
Executive shall be responsible and report only to the
Company’s board of directors. The Company’s board
of directors, in its sole and absolute discretion, shall determine
Executive’s duties and responsibilities and may assign or
reassign Executive to such duties and responsibilities as it deems
in the Company's best interest. Executive shall devote his
full-time attention, energy, and skill during normal business hours
to the business and affairs of the Company and shall not, during
the Employment Term, as that term is defined below, be actively
engaged in any other business activity, except with the prior
written consent of the Company’s board of
directors.
Nothing in this
Agreement shall preclude Executive from devoting reasonable periods
required for:
(a)
serving as a director or
member of a committee of any organization or corporation involving
no conflict of interest with the interests of the
Company;
(b)
serving as a consultant
in his area of expertise (in areas other than in connection with
the business of the Company), to government, industrial, and
academic panels where it does not conflict with the interests of
the Company; and
(c)
managing his personal
investments or engaging in any other non-competing
business;
provided that such
activities do not interfere with the regular performance of his
duties and responsibilities under this Agreement as determined by
the Company.
3. Best Efforts of
Executive .
During his employment hereunder, Executive shall, subject to
the direction and supervision of the Company’s board of
directors, devote his full business time, best efforts, business
judgment, skill, and knowledge to the advancement of the Company's
interests and to the discharge of his duties and responsibilities
hereunder.
1
4. Employment
Term . This
Agreement shall have a term of three (3) years, beginning on the
date of this Agreement (the "Employment Term"). Upon the initial
expiration of the Employment Term or any renewal thereof (a
“Term”), this Agreement shall automatically be extended
for one additional year, unless a written notice of termination
shall be provided at least 90 days prior to the expiration of the
Term or unless terminated by either party pursuant to Section
12.
5. Compensation of
Executive .
During the first three years of the Term of this Agreement,
the Executive shall be paid a salary of $12,500 per month, payable
in accordance with the Company’s regular payroll practices.
Commencing after three years, as preliminary compensation for
the services provided by Executive under this Agreement, the
Company shall pay Executive a monthly draw of $25,000 as an advance
on actual compensation, to be paid in accordance with the Company's
usual payroll procedures. Within fifty (50) days after the end of
each of the first three fiscal quarters of the Company, the
Company’s Chief Financial Officer shall prepare quarterly
financial statements in accordance with generally accepted
accounting principals (“GAAP”). Such financial
statement shall include a calculation of the Company’s net
profit for quarter in accordance with GAAP and after deduction for
accounts receivable which have been outstanding for more than 45
days (“Quarterly Net Profit”). The Executive
shall be paid an amount, if any, by which 50% of the Quarterly Net
Profit exceeds $75,000 (each, a “Quarterly Payout”).
Notwithstanding the foregoing, in the event 50% of the
Quarterly Net Profit shall be less than $75,000 (the
“Quarterly Shortfall Amount”), the monthly draw for the
following quarter shall be reduced by an amount equal to the
Quarterly Shortfall Amount, divided by three. Within one hundred
five (105) days after the end of the Company’s fourth fiscal
quarter, the Company shall prepare an annual financial statement in
accordance with GAAP. Such financial statement shall include a
calculation of the Company’s net profit for year in
accordance with GAAP and after deduction for accounts receivable
which have been outstanding for more than 45 days (“Annual
Net Profit”). The Executive shall be paid an amount, if
any, by which 50% of the Annual Net Profit exceeds $300,000, plus
all Quarterly Payouts for such fiscal year. In the event the
Company does not have a net profit based on the Quarterly Net
Profits and Annual Net Profit, the aggr
