EMPLOYMENT
CONTRACT
SkyLynx
Communications, Inc., (''Employer''), a Delaware corporation,
located at 1502 Stickney Point Road, Sarasota, FL 34231, and Gary
L. Brown, (''Employee''), of 7813 Point of Rocks Road, Sarasota, FL
34242 in consideration of the mutual promises made herein, agree as
follows:
ARTICLE
1-EMPLOYMENT
Term
Section
1.01 Employer employs Employee and Employee hereby accepts
employment with Employer beginning on January 1, 2006 or the
completion of a pending merger between SkyLynx Communications and
VETCO Hospitals Corp., ("VETCO"), whichever is the latter
event.
Agreement Subject to
Termination
Section
1.02 This agreement may be terminated earlier as provided
below.
ARTICLE 2-EMPLOYEE'S
DUTIES
General
Description
Section
2.01(a) Employee is hired by Employer as Chief Executive Officer
("CEO") of SkyLynx Communications, Inc., ("SkyLynx" or the
"Company"). The scope of the responsibilities of the Employee
includes development and execution of sales strategy, corporate
marketing, overseeing development, customer support and general
day-to-day operations of the company.
The
CEO will direct, manage and provide for technical leadership in the
development and commercialization of wireless communications
systems and products for the company. This will also include
planning and directing all aspects of the Company's operational
policies, objectives, and initiatives. Responsibilities include the
attainment of short- and long-term financial and operational goals.
Directs the development of the organization to ensure future growth
while maintaining the quality of staff and productivity. Develop
and implement operating methods and procedures designed to
eliminate operating problems and maintain continuous improvement to
service quality and output. Manage supervisory responsibilities in
accordance with company policy and applicable laws.
Responsibilities include interviewing, hiring, training employees,
planning, assigning and directing work, appraising performance;
rewarding and discipline employees; addressing compliance and
resolving problems.
(b)
Employee shall perform services at any laboratory, research
facility, office or manufacturing plant operated or designated by
Employer.
1
Other
Employment
Section
2.02 The Employee may not engage in any other professional
activity providing the same or similar work for any other employer,
company, corporation or other entity.
Mutual Consent for
Change of Duties
Section
2.03 The duties of Employee may be changed from time to time by the
mutual consent of Employer and Employee without resulting in a
rescission of this contract. Notwithstanding any such change, the
employment of Employee shall be construed as continuing under this
agreement as modified.
Indemnification for
Misconduct or Deliberate Acts
Section
2.04 Employee shall indemnify and hold harmless Employer from all
liability for loss, damage, or injury to persons or property
resulting from the deliberate acts or misconduct of Employee.
ARTICLE
3-OBLIGATIONS OF EMPLOYER
Office and
Equipment
Section
3.01 Employer shall provide Employee with sufficient office
equipment, office space, professional tools, software and
equipment, and administrative support suitable to Employee's
position and adequate for the performance of his duties, automobile
mileage reimbursement, and other pre-approved expenses that may be
necessary in the performance of your duties.
Indemnification of
Losses of Employee
Section
3.02 Employer shall indemnify Employee for all necessary
expenditures or losses incurred by Employee in direct consequence
of the discharge of his duties on Employer's behalf.
ARTICLE
4-COMPENSATION OF EMPLOYEE
Section
4.01 Initial compensation for services rendered under this contract
shall be an annualized base salary of $220,000 payable twice a
month in installments of $9,166.67 prorated for any partial
employment period. The base salary will increase at the rate of 6%
each year beginning on December 1 of each successive year of this
three (3) year contract.
In
addition the following salary increases apply upon the VETCO and
SkyLynx Communications, Inc., combined, attaining the following
milestones:
Section
2.02 The Employee may not engage in any other professional
activity providing the same or similar work for any other employer,
company, corporation or other entity.
Mutual Consent for
Change of Duties
Section
2.03 The duties of Employee may be changed from time to time by the
mutual consent of Employer and Employee without resulting in a
rescission of this contract. Notwithstanding any such change, the
employment of Employee shall be construed as continuing under this
agreement as modified.
Indemnification for
Misconduct or Deliberate Acts
Section
2.04 Employee shall indemnify and hold harmless Employer from all
liability for loss, damage, or injury to persons or property
resulting from the deliberate acts or misconduct of Employee.
ARTICLE
3-OBLIGATIONS OF EMPLOYER
Office and
Equipment
Section
3.01 Employer shall provide Employee with sufficient office
equipment, office space, professional tools, software and
equipment, and administrative support suitable to Employee's
position and adequate for the performance of his duties, automobile
mileage reimbursement, and other pre-approved expenses that may be
necessary in the performance of your duties.
Indemnification of
Losses of Employee
Section
3.02 Employer shall indemnify Employee for all necessary
expenditures or losses incurred by Employee in direct consequence
of the discharge of his duties on Employer's behalf.
ARTICLE
4-COMPENSATION OF EMPLOYEE
Section
4.01 Initial compensation for services rendered under this contract
shall be an annualized base salary of $220,000 payable twice a
month in installments of $9,166.67 prorated for any partial
employment period. The base salary will increase at the rate of 6%
each year beginning on December 1 of each successive year of this
three (3) year contract.
In
addition the following salary increases apply upon the VETCO and
SkyLynx Communications, Inc., combined, attaining the following
milestones:
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1.
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The base salary increases to $275,000 when annualized sales of
all Divisions reaching $10 million.
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2.
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The base salary increases to $300,000 when annualized sales of
all Divisions reaching $15 million or when additional funding in
excess of $7 million is raised by the Employee and approved by the
board of directors.
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3.
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The base salary increases to $325,000 when annualized sales of
all Divisions reaching $20 million.
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4.
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The base salary increases to $375,000 when annualized sales of
all Divisions reaching $30 million.
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5,
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The base salary increases to $450,000 when annualized sales of
all Divisions reaching $50 million.
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6.
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The base salary increases to $650,000 when annualized sales of
all Divisions reaching $75 million.
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7.
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The base salary increases to $850,000 when annualized sales of
all Divisions reaching $100 million.
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In
addition the following bonus program will apply to this
agreement:
A
bonus of $50,000 will be paid to the Employee if after tax profits
of the Company reach at least $1.5 million, $75,000 if after tax
profits of the Company reach at least $3 million, $100,000 if after
tax profits of the Company reach at least $5 million, $125,000 if
after tax profits of the Company reach at least $8 million (as
determined by the audited financial statements prepared by the
independent auditors of the Company) while the Company is headed by
this Employee. This provision will apply to partial years.
Severance
Pay
Section
4.02 In the event that Employee's services under this contract are
terminated by Employer prior to the end of the employment term
specified herein for reasons other than cause against Employee,
Employee shall be entitled to, as severance pay, the sum of the
then current years' salary. This amount may be paid as a lump sum
or over the twelve (12) month period following the date of
separation at the option of the Company. If the services of the
Employee are terminated for cause as per Section 8.04 no severance
pay shall be paid.
Other
Benefits
Section 4.03 Employee shall be entitled to a monthly vehicle
allowance of $1,000 initially. Employee is responsible for all
operating costs of said vehicle including gas, oil, repairs,
maintenance and insurance. If used in the business of the Employer,
the Employer must be named as an additional insured with notice
prior to cancellation.
Section
4.04 Employee will receive the benefits of a group health insurance
policy if one is available to other employees.
Section
4.05 Employee is entitled to twenty (20) days vacation with pay
during the first year of this agreement. The board of directors
will make annual determinations of a vacation policy for the
Employer thereafter.
Section 4.06 Car allowance increases, stock grants, options and
other benefits are within the purview of the Compensation Committee
of the board of directors and the board itself. Employee is
expected to participate is such benefits depending on the success
and growth of the Employer.
ARTICLE 5-EMPLOYEE
BENEFITS
Benefits
3
Section 5.01 Employee will be entitled to participate in all other
employee benefits such as health insurance, stock option plans,
twenty (20) days annual vacation which will accrue, sick and
personal days as established by the Employer.
ARTICLE
6-REIMBURSABLE EMPLOYEE EXPENSES
Moving
Expenses
Section 6.01 In the event that during the term of this agreement
Employee is transferred by Employer to a new principal place of
work at least