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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
(Chairman, Chief Operating Officer)
This
EMPLOYMENT AGREEMENT is dated as of this 5th
day of November, 2007 (“Date of
Commencement”).between Thomas Hemingway
(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:
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1.
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Employment. The Company hereby agrees to employ the Executive,
and the Executive hereby accepts such employment, upon the terms
and conditions set forth herein.
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2.
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Duties and Responsibilities of the Executive
. During the term of his employment, the Executive shall
execute his duties and responsibilities as follows:
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a.
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The
Executive shall diligently and faithfully serve the Company in the
capacity of Chairman and COO, which shall be the Chief Operating
Officer of the Company responsible for the operations of the
Company.
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b.
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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.
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c.
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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.
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d.
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The
Executive will have a position on the Board of Directors for the
duration of this agreement.
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e.
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The
Executive shall fully cooperate with other officers and executives
of the Company.
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f.
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Subject
to the provisions of Section 2.c, the Executive shall:
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i.
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Be
responsible for the organization, implementation and operation of
the Company’s activities as determined from time to time by
the Board of Directors;
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ii.
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Be
responsible for employing and supervising other employees of the
Company, subject to the policies and procedures and direction of
the Board of Directors;
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iii.
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Be
responsible for recommending to the Board for approval all
contracts between the Company and other entities for the provision
of goods and services;
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iv.
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Generally
perform the usual duties and responsibilities of a Chairman and
Chief Operating Officer of the Company.
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3.
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Compensation . In consideration of the services
rendered by the Executive, the Company agrees to compensate the
Executive as follows:
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a.
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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.
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b.
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Salary Increases. The Salary will increase on
11-1-07 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. Upon revenues increasing to ($10,000,000)
ten million dollars, the Executive salary will increase to
($300,000) three hundred thousand dollars per year.
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c.
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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.
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d.
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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.
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e.
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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.
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f.
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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.
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g.
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Signing Bonus. Company will issue six-hundred thousand
(600,000) shares of NextPhase Wireless, Inc common stock and
six-hundred thousand (600,000) options with a five year cashless
exercise to the Executive, upon signing of this
agreement.
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h.
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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.
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i.
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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.
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j.
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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.
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4.
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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, 2012, 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 five (5) year terms.
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5.
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Termination of Employment Agreement .
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a.
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Notice and Severance Pay. Either party may
terminate this Employment Agreement at any time upon sixty (60)
days written notice provided that,
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(i)
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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:
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(a)
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The
full base Compensation that he was receiving
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