Exhibit
10.8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is dated
March 30, 2005 (“Effective Date”), between
Riverbend Telecom, Inc., a Nevada corporation
(“Company”), and Walter Reid Green, Jr.
(“Employee”).
WHEREAS, the Company has entered into a certain Contribution
Agreement dated July 14, 2004 (the “Contribution
Agreement”), among the Company, Riverbend Holdings, Inc., a
Colorado corporation, and all of the members of United Check
Services, L.L.C., a Louisiana limited liability company
(“United”).
WHEREAS, in accordance with the Contribution Agreement, the Company
and the Employee desire to enter into this Agreement immediately
before the closing of the transactions contemplated by the
Contribution Agreement (the “Contribution
Transaction”).
NOW, THEREFORE, in consideration of the conditions and covenants
contained herein, the parties agree as follows:
1.
Employment . Subject to the closing of the
Contribution Transaction, the Company hereby employs the Employee,
and the Employee hereby accepts employment with the Company, under
the terms and conditions set forth below.
2. Position and
Duties . The Company shall employ Employee as Chief
Financial Officer. The Employee shall report and be
responsible to the Board of Directors (“Board”) of the
Company, and to the Chief Executive Officer of the
Company. The Employee shall perform such duties, and
have such powers, authority, functions, duties and responsibilities
for the Company, as are commensurate and consistent with his
employment in the position of treasurer and chief financial officer
of a corporation and as are directed by the Board or Chief
Executive Officer of the Company. The Employee also shall
have such additional powers, authority, functions, duties and
responsibilities as may be assigned to him by the Board or the
Chief Executive Officer.
3. Extent of
Service . Employee shall devote his entire working time
to the business and affairs of the Company, shall exert his best
efforts to promote the best interest of the Company, and will serve
the Company loyally and faithfully. Activity as a passive
investor in, or outside director for, another business enterprise
shall not be considered a violation of this Section as long as such
business enterprise is not competing or conducting business with
the Company and as long as such activities do not adversely affect
the performance of Employee’s duties for the
Company.
4. Salary
. For so long as the Employee performs his obligations under
this Agreement, the Company will pay to the Employee for services
rendered by him to the Company an annual base salary
(“Salary”) payable in equal installments in accordance
with the customary payroll practices of the Company at an annual
rate of $75,000.
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5. Employee
Benefits . Employee will be entitled to participate in any
health insurance, life insurance, accident insurance, sick pay,
vacation, 401(k) Plan, or other plan or benefits afforded by the
Company to its employees generally, or its executive employees
specifically, under the same terms and conditions as are offered to
such employees. Nothing in this Agreement is intended or
shall be construed to require the Company to institute any such
plan or benefits.
6. Stock
Options . The Employee will be entitled to, and Company
shall issue to Employee uponthe consummation of the contribution of
all membership interests in United Check Services, LLC to Company,
an option to purchase 312,000 shares of common stock in the
Company, at an exercise price of $0.03 per share, such options to
be issued as non-qualified options, and not intended to be issued
pursuant to or in accordance with the terms of the Company’s
2001 Stock Option Plan, or any similar plan.
7.
Non-Disclosure of Proprietary Information .
“Proprietary Information” shall mean any and all
methods, inventions, improvements or discoveries, whether or not
patentable or copyrightable, and any other information of a similar
nature that has been disclosed to, or discovered or originated by,
the Employee or otherwise obtained by him as a consequence of or
through his relationship with the Company (whether before or after
the date of this Agreement), and any other information of a secret,
proprietary, confidential or generally undisclosed nature relating
to the Company, its products, customers, processes and services,
including but not limited to, trade secrets, processes, products,
formulae, apparatus, techniques, know-how, marketing and
information relating to testing, research, development,
manufacturing, marketing and selling, unless such information is in
the public domain other than through disclosure by the
Employee. The Employee agrees that the Company has
exclusive property rights to all Proprietary Information and the
Employee hereby assigns all rights he might otherwise possess in
any Proprietary Information to the Company. Except as
required in the performance of his duties to the Company, the
Employee will not, at any time during or after the term of his
relationship with the Company, directly or indirectly, use,
communicate, disclose or otherwise disseminate any Proprietary
Information.
8. Term of
Agreement . Subject to the provisions for termination set
forth below, the term of this Agreement will commence on the
Effective Date and will terminate one (1) year later
(“Expiration Date”). The Employe
