EMPLOYMENT AGREEMENT
This
Agreement is entered
into between Erwin
Vahlsing ("Employee") and
ICOA, Inc. ("Company") as of June 24, 2005, upon the following terms and
conditions:
1. Duties; At-Will Employment. Employee will perform for Company such
duties as may be designated by Company from time to time. Employee is hereby
retained by Company for a period of one year from the
date hereof (the
"Term")
(except that Employee may be terminated
involuntarily for
Cause) and thereafter
is retained for no specified term, and may
be terminated by Company at any time,
with or without cause, and with or without notice. Similarly, Employee may
terminate Employee's employment with
Company at any time, with or without cause,
and with or without notice.
2. Compensation. In exchange for the services
Employee will perform for
Company, the Company agrees to provide the
following compensation to Employee:
2.1 Salary.
Employee shall be paid an annual
salary of $120,000,
payable semi-monthly.
2.2 Severance. In the
event that Employee's
employment is terminated
involuntarily without Cause, Employee will be entitled to a
severance payment
equivalent to six month's salary, to be payable quarterly, in advance,
commencing with such termination. "Cause" means (i) incompetence, fraud,
personal dishonesty, embezzlement or acts of gross negligence or gross
misconduct on the part of Employee in the course of his or
her employment
or
services, (ii) a Employee's engagement in conduct that is
materially injurious
to the Company, (iii) a Employee's conviction by a court of competent
jurisdiction of, or pleading "guilty" or "no contest" to, (x) a
felony, or (y)
any other criminal charge (other than minor traffic
violations)
which could
reasonably be expected to have a material
adverse impact on the
Company's or an
Affiliate's reputation or business;
(iv) public or
consistent drunkenness by a
Employee or his illegal use of narcotics which is, or could reasonably be
expected to become, materially injurious to the reputation or business of the
Company or an Affiliate or which
impairs, or could reasonably be expected to
impair, the performance of a Employee's
duties to the Company;
or (v) willful
failure by a Employee to follow the lawful
directions of a
superior officer
or
the Board. Where Cause is based upon a
willful and continued failure by Employee
to perform material duties owed to the
Corporation (other
than any such failure
resulting from incapacity due to physical
or mental illness),
Cause shall arise
only after a written demand for substantial
performance is delivered to Employee
which identifies the manner in which that Employee has not substantially
performed such duties, and what actions are
needed to cure such condition.
2.3 Benefits. Employee
is eligible for group health insurance, 401(k)
plan participation, expense reimbursement, vacation, bonus plan, equity
compensation and other benefits as they are
offered to senior
management of the
Company.
3.0
Confidentiality and Proprietary Information. Employee and the Company
agree that the following confidentiality and proprietary
information terms
and
conditions shall govern their
relationship:
1
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3.1 Definition of Confidential Information. "Confidential
Information"
as used in this Agreement shall mean
valuable information
concerning
Company's
business which is not generally known to
the public and is disclosed to Employee
during the period of and pursuant to the
scope of his
employment with
Company.
"Confidential Information" shall include trade
secrets, know-how,
inventions,
techniques, processes, algorithms, software programs, schematics, software
source documents, contracts, customer lists, financial
information, and
sales
and marketing plans and information.
3.2 Confidentiality
Obligations. Employee
agrees to use Confidential
Information, and to use reasonable care to disclose Confidential Information
only to those persons who need to know such
Confidential
Information,
for the
purpose of performing his duties of
employment to the Company.
3.3 Exclusions
from
Confidentiality
Obligations.
Employee's
obligations under Section 3.2 ("Confidentiality Obligations") with respect to
any portion of Confidential Information shall not apply to such
portion that
Employee can demonstrate that: (a) was known to Employee at the time of
disclosure, (b) was publicly known at or
subsequent to the time such portion was
communicated to Employee by Company
through no fault of
Employee; (c) was in
Employee's possession free of any obligation of
confidence at or subsequent to
the time such portion was communicated
t
