EXHIBIT A - FORM OF EMPLOYMENT AGREEMENT
UC HUB, Inc.
10390 Commerce Center Drive, Suite 250
Rancho Cucamonga, CA 91730
6/1, 2004
Alice Kong
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68 Heather Garden Lane
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Danville, CA 94506
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[Name and Address of Employee]
Dear Alice:
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UC HUB, Inc. (the "Company") is pleased to offer you employment
on the
following terms:
1. POSITION. You
will serve in a full-time capacity as President, of
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eSAFE Cards, Inc. a Nevada wholly owned
subsidiary of UC HUB. You will report to
Larry Wilcox, CEO or his assigns. By
signing this letter agreement, you
represent and warrant to the Company that
you are under no contractual
commitments inconsistent with your
obligations to the Company.
2. SALARY; EQUITY
INCENTIVE. You will be paid a salary at the annual
rate of $150,000, payable in monthly
installments in accordance with the
Company's standard payroll practice far
salaried employees. This salary will be
subject to adjustment pursuant to the
Company's employee compensation policies
in effect from time to time. During the
initial six (6) months of employment
hereunder, you and the Company will
negotiate in good faith and document an
incentive/bonus program based upon the
Company's performance.
3. FRINGE BENEFIT.
You will be covered by the Company's group medical
program upon satisfaction of the programs
minimum waiting period. Except as
provided herein, there will be no other
benefits provided to you by the Company
other than the six weeks of vacation, and
an employee Option Plan and your bonus
stock and, incentives contingent upon
performance that will be negotiated in
good faith.
4. PROPRIETARY
INFORMATION AND INVENTION AGREEMENT. Like all Company
employees, you will be required, as a
condition to your employment with the
Company, to sign the Company's standard Proprietary
Information and Inventions
Agreement, a copy of which is attached
hereto as Exhibit A.
5. PERIOD OF
EMPLOYMENT. Your employment with the Company will be "at
will," meaning that either you or the
Company will be entitled to terminate your
employment at any time and for any reason,
with or without cause. Any contrary
representations which may have been made to
you are superseded by this offer.
This is the full and complete agreement
between you and the Company on this
term. Although your job duties, title,
compensation and benefits, as well as the
Company's personnel policies and
procedures, may change from time to time, the
"at will" nature of your employment may
only be changed in an express written
agreement signed by you and a duly
authorized officer of the Company.
6. OUTSIDE
ACTIVITIES. While employed by the Company on a full-time
basis, you will not engage to any other
gainful employment, business or activity
without the written consent of the Company.
While you render services to the
Company, you also will not assist any
person or organization in competing with
the Company, in preparing to compete with
the Company or in hiring any employees
of the Company.
7. WITHHOLDING
TAXES. All forms of compensation referred
to in this
letter are subject to reduction to reflect
applicable withholding and payroll
taxes.
INITIALS
1/1
<PAGE>
Employment Letter
June 1, 2004
Page 2
8. ENTIRE
AGREEMENT. This letter and the Exhibit attached hereto
contain all of the terms of your employment
with the Company and supersede any
prior understandings or agreements, whether
oral or written, between you and the
Company.
9. AMENDMENT AND
GOVERNING LAW. This letter agreement may not be
amended or modified except by an express
written agreement signed by you and a
duly authorized officer of the Company. The
terms of this letter agreement and
the resolution of any disputes will be
governed by California law and the venue
is Los Angeles County.
We hope that you
find the foregoing terms acceptable. You may indicate your
agreement with these terms and accept this
offer by signing and dating both the
enclosed duplicate original of this letter
and the enclosed Proprietary
Information and Inventions Agreement and
returning them to me. As required by
law, your employment with the Company is
also contingent upon your providing
legal proof of your identity and
authorization to work in the United States.
Upon acceptance of this offer, your
employment will commence on 6/1, 2004.
Very truly yours.
UNITED COMMUNICATIONS HUB, INC.
By: /s/ Larry Wilcox
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Larry Wilcox,
President/CEO
I have read and accept this employment offer:
Not legible
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[Signature of Employee]
Date: 6/1/2004
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<PAGE>
Employment Letter
June 1, 2004
Page 3
EXHIBIT A - FORM OF PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT
This Proprietary
Information and Inventions Agreement ("PHA) (i) confirms
an agreement between me Alice Kong, and
AllCom USA, Inc., a Nevada corporation
(the "Company"), (ii) is attached as
Exhibit A to that certain Employment Letter
Agreement dated as June 1, 2004, between
such parties, and (iii) is a material
part of the consideration for my employment
by Company:
1. I have not
entered into, and I agree I will not enter into, any
agreement either written or oral in
conflict with this Proprietary Information
and Inventions Agreement or my employment
with Company. I will not violate any
agreement with or rights of any third party
or, except as expressly authorized
by Company in writing hereafter, use or
disclose my own or any third party's
confidential information or intellectual
property when acting
