EX. 10.3
EMPLOYMENT AGREEMENT
(Chief Financial Officer)
This
EMPLOYMENT AGREEMENT is dated as of this 5th
day
of November, 2007 (“Date of
Commencement”).between
David Noyes (the
“Executive”) and
NEXTPHASE WIRELESS, INC.
, a
Nevada corporation (the “Company”).
WHEREAS,
the Company wishes to employ the Executive and the Executive
desires to accept such employment, upon the terms and
conditions stated herein;
NOW,
THEREFORE, in consideration of the promises exchanged by the
parties, it is agreed:
| 1. |
Employment. The
Company hereby agrees to employ the Executive, and the Executive
hereby accepts such employment, upon the terms and conditions set
forth herein.
|
| 2. |
Duties and Responsibilities of the Executive
. During the term of his employment, the Executive shall execute
his duties and responsibilities as follows:
|
| a. |
The
Executive shall diligently and faithfully serve the Company in the
capacity of CFO, which shall be the Chief Financial Officer of the
Company responsible for the operations of the Company.
|
| b. |
The
Executive shall devote his best efforts, services and attention to
the advancement of the Company’s business and interests. The
Executive shall devote his time, attention and energies to the
affairs of the Company.
|
| c. |
The
Executive shall report to, and be subject to the supervision of,
the Board of Directors of the Company. The Executive shall
diligently and faithfully carry out the policies, programs and
directions of the Board of Directors of
the Company. The Executive shall execute and discharge such duties
and responsibilities as may be assigned to the Executive from time
to time by the Board of Directors of the Company.
|
| d. |
The
Executive will have a position on the Board of Directors for the
duration of this agreement.
|
| e. |
The
Executive shall fully cooperate with other officers and executives
of the Company.
|
| f. |
Subject
to the provisions of Section 2.c
,
the Executive shall:
|
| i. |
Be
responsible for the organization, implementation and operation of
the Company’s activities as determined from time to time by
the Board of Directors;
|
| ii. |
Be
responsible for employing and supervising other employees of the
Company, subject to the policies and procedures and direction of
the Board of Directors;
|
| iii. |
Be
responsible for recommending to the Board for approval all
contracts between the Company and other entities for the provision
of goods and services;
|
|
iv. |
Generally
perform the usual duties and responsibilities of a Chairman and
Chief Operating Officer of the Company.
|
| 3. |
Compensation .
In consideration of the services rendered by the Executive, the
Company agrees to compensate the Executive as follows:
|
| a. |
Base Compensation. The
Executive’s annual base compensation initially shall be one
hundred and eighty thousand dollars ($180,000), being declared
Compensation shall be payable in accordance with the salary
policies of the Company in effect from time to time but no less
frequently than monthly.
|
| b. |
Salary Increases. The
Salary will increase on 12-1-07 to two hundred and fifty thousand
dollars ($250,000). The Company shall annually review the
Executive’s Performance and compensation. The Executives base
compensation will be increased annually by not less than five
percent (5%). Executive’s annual base compensation shall not
be reduced below the base compensation as from time to time
adjusted, unless agreed upon in writing.
|
| c. |
Incentive Bonuses. The
Board of Directors shall grant Executive such annual bonuses as the
Board of Directors, in its discretion, may determine to be
appropriate in light of the Company’s performance and the
Executive’s performance and contribution to the
Company’s success.
|
| d. |
Automobile Allowance. The
Executive shall receive an automobile allowance not to exceed $750
monthly for the purpose of leasing and maintaining insurance on an
automobile of the Executive’s choice.
|
| e. |
Term Life Insurance. The
Company shall purchase and provide with term life insurance
coverage after six months of employment, in the amount of
$1,000,000: the beneficiary, or beneficiaries, shall be named by
the Executive. The Executive agrees to permit the Company to
purchase “Key man” term life insurance coverage for the
benefit of the Company at its sole discretion.
|
| f. |
Vacation and Medical Leave. The
Executive shall have three (3) weeks of vacation at times mutually
convenient to Executive and the Company. Accrued vacation may not
be carried over, but must be used in the annual period in which it
accrues. Continuation of compensation during periods of absence for
medical reasons will be determined by Company policy.
|
| g. |
Signing Bonus. Company
will issue two-hundred and fifty thousand (250,000) shares of
NextPhase Wireless, Inc common stock and two-hundred and fifty
thousand (250,000) options with a five year cashless exercise to
the Executive, upon signing of this agreement.
|
| h. |
Withholdings. The
Executive’s salary and all other payments and benefits shall
be subject to all deductions and withholdings mandated by federal,
state and local laws and regulations.
|
| i. |
Expenses.
The
Executive shall be reimbursed for all necessary and reasonable
expenses incurred by him in the execution of his duties and
responsibilities and in accordance with policies approved by the
Board or Directors.
|
| j. |
Executive
shall submit to Company for review any proposed scientific and
technical articles and the text of any public speeches relating to
work done for Company before they are released or delivered.
Company has the right to disapprove and prohibit, or delete any
parts of, such articles or speeches that might disclose Company's
Trade Secrets or Confidential Information or otherwise be contrary
to Company's business interests.
|
| 4. |
Term of Agreement. Unless
terminated as provided in Paragraph 5(c) “Termination for
Cause” hereof, the Term of this Employment Agreement shall
continue for Three (3) years from November 5, 2007 to November 4,
2010, and shall be renewable by the mutual consent of the Parties.
If written notice of non-renewal is not given by either Executive
or Company not less than three (3) months before the expiration of
the term of this Employment Agreement (or any renewal term) the
Employment Agreement shall be automatically renewed, from time to
time, for subsequent three (3) year terms.
|
| 5. |
Termination of Employment Agreement .
|
| a. |
Notice and Severance Pay. Either
party may terminate this Employment Agreement at any time upon
sixty (60) days written notice provided that,
|
| |
|
(i)
|
If
the Company should terminate such employment other than pursuant to
subparagraph 5(c) “Termination for Cause”, the
Executive shall be entitled to “Severance Pay” an
amount equal to:
|
| (a) |
The
full base Compensation that he was receiving immediately before his
termination for a Term of twelve (12) months according to the
Employment Agreement
|
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