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MSU Corporation
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THIS AGREEMENT dated March 12, 2001, by and between MSU Corporation, a Florida
corporation ("MSU" or "Company") and Patti J. Brown resident of Dallas, Texas
("Executive").
In consideration of the promises and the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. Subject to the terms and conditions herein, MSU hereby employs Executive as
Vice President of Finance and CFO, with the powers and duties customarily
assigned to such position. The Board of MSU may assign other duties from
time to time.
2. The term of employment shall be three years, commencing on the date of this
Agreement.
3. Executive shall receive the following compensation:
a. Executive's salary shall be $150,000/year, payable in equal monthly
installments;
b. MSU will grant Options to purchase 500,000 shares of MSU common stock.
The exercise price shall be $0.60/share. These options will vest
monthly over the 36 months following the signing of this agreement;
c. Executive will be entitled to three weeks of paid vacation in each
calendar year; and
d. Executive will participate in any incentive compensation plan and
profit-sharing plan up to an amount of $75,000 per annum. The Executive
will be eligible for medical plan and other benefits maintained by MSU
for its executives generally.
4. MSU shall reimburse Executive for all reasonable out-of-pocket expenses
incurred by him in the performance of his duties including, but not limited
to, reasonable transportation, accommodation, entertainment and other
expenses incurred on behalf of Company.
5. Executive agrees to devote in good faith his full business time and best
efforts to his services to Company and agrees to travel to the extent
necessary to perform such duties.
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6. MSU or Executive shall have the right to terminate Executive's employment
by serving 30 days written notice of his or its desire to terminate the
employment relationship, subject to the provisions of paragraph 7 below
permitting MSU to immediately discharge Executive for cause. Upon
termination, Executive will be subject to the companies 3 months Executive
Termination Plan.
7. Company shall have the right to terminate Executive's employment
immediately for cause upon the occurrence of any of the following events:
a. Executive's death or legal incapacity;
b. Executive's failure to perform his services for a period of at least
ninety (90) consecutive days because of any physical or mental health
impairment, subject to applicable laws;
c. MSU's cessation of business;
d. Conduct which would give adequate ground for termination for cause
include, but are not limited to:
- Committing a material breach of any duties, including, but not
limited to, Executive's repeated failure/refusal to diligently
perform the provisions of this Agreement; or
- Conduct in a manner tending to bring Company into disrepute; or
- Being guilty of dishonesty and other acts of misconduct in
rendering of services on behalf of Company; or
- Being convicted of any criminal felony or misdemeanor other than
one which does not affect Company's reputation or Executive's
position with the Company; or
- Refusing or neglecting to comply with any lawful orders or
directions given to Executive by MSU's Board of Directors; or
- Committing an act of gross misconduct, gross negligence or willful
malfeasance during the course of Executive's employment.
8. Upon termination, Executive shall be entitled to receive all compensation
hereunder accrued and unpaid as of the date of termination.
9. This Agreement shall be binding upon, and shall insure to the benefit of,
MSU and Executive, and their respective successors/assigns. MSU shall have
the right to assign the rights hereunder to any successor in interest,
whether by merger or sale of assets or otherwise.
10. On the termination of Executive's employment, howsoever caused, he must
return to MSU all property belonging to MSU in his possession and must not
retain or take any copies thereof without the prior written consent of
Company's Board of Directors.
11. Executive warrants that the execution of this Agreement and the performance
of his duties hereunder will not violate the terms of any other agreement
that he is bound to, or a party to.
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12. Company is engaged in designing and selling Internet appliances. Executive
acknowledges that Company's business is highly specialized and the
documents and information regarding the MSU's activities are highly
confidential and constitute trade secrets. Executive acknowledges and
agrees that his services rendered to Company have a value to Company and he
has access to trade secrets and confidential information belonging to the
Company, the loss of which cannot adequately be compensated by damages in
an action at law.
13. During the term of Executive's employment, and following the termination of
his employment with the MSU, howsoever caused, Executive shall not use for
any purpose or disclose to any person or entity any confidential
information acquired during the course of employment with MSU. The term
"confidential information" as used in this Agreement includes, but is not
limited to, records, lists and knowledge of the MSU's customers, methods of
operation, processes, and trade secrets, as they may exist from time to
time.
14. During the term of Executive's employment with MSU and for a period of one
(1) year from the termination of his employment with MSU, howsoever caused,
Executive will not directly or indirectly, own, manage, operate, control,
be employed by, perform services for, consult with, solicit business for,
participate in, or be connected with the ownership, management, operation
or control of any business which performs services materially similar or
competitive with those provided by MSU in the State of Texas.
15. During the term of Executive's employment with Company and for a period of
one (1) year from the termination of his employment with Company, howsoever
caused, Executive shall not, either on Executive's own account or for any
person, firm, partnership, corporation or other entity (a) solicit,
interfere with, or endeavor to cause any employee of Company to leave his
or her employment; or (b) induce or attempt to induce any such employee to
breach his or her employment agreement with Company.
16. During the term of Executive's employment with the Company and for a period
of one (1) year from the termination of his employment, howsoever caused,
Executive shall not solicit, induce, or attempt to induce any past or
current customer of the Company with whom he has worked (a) to cease doing
business in whole or in part with or through Company, or (b) to do business
with any other person, firm, partnership, corporation or other entity which
performs services materially similar or competitive with those provided by
Company.
17. Executive acknowledges and agrees that Company will suffer irreparable
injury if Executive breaches any of his obligations under paragraphs 13,
14, 15 and 16 above. Accordingly, in addition to all of the remedies
otherwise available to Company, including but not limited to, recovery from
Executive of damages and reasonable attorneys' fees incurred in the
enforcement of this Agreement, Company shall have the right to injunctive
relief to restrain and enjoins any actual or threatened breach of the
provisions of paragraphs 13, 14, 15 and 16 of this Agreement. All of the
Company's remedies for breach of this Agreement shall be cumulative and the
pursuit of one remedy shall not be deemed to exclude any other remedies.
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18. Executive has read the provisions hereof and agrees that the restrictions
set forth herein are fair and reasonable and are reasonably required for
the protection of the interests of MSU.
19. In the event of a violation by Executive of any of the provisions contained
in paragraph 13, 14, 15 and 16 of this Agreement, the term of each and
every covenant so violated shall be automatically extended for a period of
one (1) year from the date on which Executive permanently ceases such
violation, or for a period of one (1) year from the date of entry by a
court of competent jurisdiction of a final order or judgment enforcing such
covenant, whichever period is longer.
20. It is understood and agreed that the construction and interpretation of
this Agreement shall at all times and in all respects be governed by the
laws of the State of Texas, except its conflict of law rules, which are
deemed to be inapplicable herein. All disputes concerning the application
or enforcement of this Agreement shall, if necessary, be tried in a court
of competent jurisdiction in the State of Texas or the United States
District Court for the Northern District of Texas. The parties hereby
consent to the personal jurisdiction of the courts of the State of Texas
and the United States District Court for the Northern District of Texas.
21. The provisions of this Agreement shall be deemed severable, and the
invalidity or unenforceability of any one or more of the provisions hereof
shall not affect the validity or enforceability of any one or more of the
other provisions hereof.
22. This Agreement contains the entire agreement and understanding by and
between the Company and Executive with respect to the covenants contained
herein, and no representations, promises, agreements or understandings,
written or oral, not herein contained shall be of any force or effect. No
change or modification hereof shall be valid or binding unless the same is
in writing and signed by both parties. No valid waiver of any provision
shall be deemed a waiver of any other provision of this Agreement at such
time or will be deemed a valid waiver of such provision at any other time.
IN WITNESS WHEREOF, Company and Executive have duly executed this Agreement as
of the day and year first written above.
MSU Corporation Executive
By: /s/ D. Bruce Walter By: /s/ Patti J Brown
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Name: D. Bruce Walter Name: Patti J Brown
Date: March 12, 2001 Date: March 12, 2001
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