Sample Business Contracts

Employment Agreement - AllCom USA Inc. and John Cheney

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

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                                AllCom USA, Inc
                     10390 Commerce Center Drive, Suite 250
                           Rancho Cucamonga, CA 91730

John Cheney
12341 Four Winds Way,
Victorvilie, CA  92392

THIS  AGREEMENT  is  made  and  entered  into  effective  February 01, 2003 (the
"Effective  Date") by and between AllCom USA, Inc., a corporation duly organized
and  existing  under  the  laws  of  the  State  of Nevada with current place of
business  at  10390 Commerce Center Drive, Suite 250, Rancho Cucamonga, CA 91730
hereinafter  referred  to as ALLCOM, and John Cheney, hereinafter referred to as


A.   These  Recitals  shall  be  considered  a  part of this Agreement and shall
     explain  the  general  nature  and  purposes  of  ALLCOM's  business  and
     Executive's  rights,  powers,  and  obligations  under  this  Agreement Any
     interpretation  or  construction  of  this Agreement shall be considered in
     light  of  these  Recitals.

B.   ALLCOM  is  engaged  in  the  business  of  offering  and  providing
     telecommunications services consisting of voice, data, video, internet, and
     other  services,  primarily  to carriers, commercial business & residential
     users  though  the  resale  &  agent  channel.

C.   ALLCOM  desires to employ Executive and Executive desires to be employed by
     ALLCOM as its Sales Director, on the terms and conditions set forth in this
     Agreement  and  any  attachment  or  exhibit  connected  hereto.

D.   For  the  reasons  set  forth  above,  and  in  consideration of the mutual
     promises  and  agreements set forth in this Agreement, ALLCOM and Executive
     agree  as  follows:

                                    ARTICLE 1


1.01 ALLCOM  hereby employs and hires Executive and Executive hereby accepts and
     agrees  to  such hiring and employment, subject and pursuant to the general
     supervision,  advice and direction of the Chief Executive Officer (CEO) and
     Board  of  Directors.

1.02 Executive shall perform such duties as are customarily performed by persons
     holding such positions in other, same, or similar businesses or enterprises
     as that engaged in by ALLCOM. Executive shall have the following enumerated
     powers,  the  exercise  of  which  shall  be  unfettered unless Executive's
     actions  constitute  a  gross  dereliction  of duty or a clear violation of
     ALLCOM's  strategic  business  plan.

     a.   to manage and direct the day-to-day sales of ALLCOM.

1.03 Executive  shall  at all times faithfully, industriously and to the best of
     his  abilities, experience and talents perform all of those duties that may
     be  required  of  and from him pursuant to the express and implied terms of
     this  Agreement,  to  the  reasonable  satisfaction  of  ALLCOM.

                                    ARTICLE 2

2.01 The  term "Term" of Executive's employment shall be for a period of one (1)
     year  from  the Effective Date, subject to the provisions set forth in this
     Agreement.  Upon  the  expiration  of  this  initial  one-year  term,  this
     Agreement  shall  automatically renew in one (1) year periods unless either
     Executive  or  ALLCOM

     provides  the  other with written notice of intention not to renew at least
     thirty  (30)  days  prior  to  the  expiration  of  the  then current term.

2.02 Notwithstanding  the  provisions  of Section 2.01, if ALLCOM is acquired by
     another  party  or  if  an  Initial  Public  Offering  (IPO)  of  ALLCOM is
     consummated,  Executive shall continue his employment under this Agreement.

                                    ARTICLE 3
                            COMPENSATION AND BENEFITS

3.01 SALARY. Executive shall be paid an initial annualized salary of Seventy Two
     Thousand  Dollars  ($72,000)  that  shall  be  payable  in  semi-monthly
     installments of $3,000, Executive's salary shall be increased in accordance
     with  the  bonus  plan  as  described  below.

     BONUS. Bonus will be based on performance of ALLCOM, payable as follows: 1)
     when  gross  billing  reaches  $500,000  a  month,  the semi-monthly salary
     payments increase to $3,500 2) when gross billing reaches $750,000 a month,
     the  semi-monthly salary payments increase to $4,000, 3) when gross billing
     reaches  $1,000,000  a  month, the semi-monthly salary payments increase to

     OTHER  BENEFITS.  Executive  shall receive such fringe benefits as are, and
     may  be from time to time made available to other employees of ALLCOM. Such
     benefits  include, but are not necessarily limited to, a medical (including
     family  members), plus any pre-approved business expenses as outlined below

     EXPENSE  REIMBURSEMENT  (justified  business  expenses).   Executive  shall
     receive  reimbursement  for  pre-approved  business expenses. Such business
     expenses  may  include, but are not necessarily limited to, certain vehicle
     expenses,  cellular,  telephone and high-speed internet access and business
     related  travel  expenses.

     Upon  receipt  of  an  itemized  accounting  of  any  expenses  incurred by
     Executive in connection with performance of his duties on behalf of ALLCOM,
     Executive shall be reimbursed promptly. By pre-arrangement, expenses can be
     covered  on  a  company  credit  card, in which case Executive will provide
     necessary  documentation.

                                    ARTICLE 4
                           DUTIES AND RESPONSIBILITIES

4.01 While employed by ALLCOM on a full-time basis, Executive will not engage in
     any  other  gainful  employment  or  business  activity without the written
     consent  of  ALLCOM.  While Executive renders services to ALLCOM, Executive
     also  will  not assist any person or organization in competing with ALLCOM,
     or  in  preparing  to  compete  with  ALLCOM  or in hiring any employees of

                                    ARTICLE 5
                          VACATION AND LEAVE OF ABSENCE

5.01 Executive  is  entitled  to  twenty (20) business days of paid vacation for
     every  twelve  months,  in  addition  to ALLCOM's normal holidays and other
     non-business  days.  Executive  shall  be  granted  reasonable requests for
     leaves of absences. Sick days shall be afforded in accordance with ALLCOM's
     stated  personnel  policies.

                                    ARTICLE 6

6.01 Executive  may  tender  his  resignation  prior  to  the end of the Term by
     providing  one  month  written  notice  of his intention to resign. If such
     resignation  is  accepted  by ALLCOM, Executive shall be entitled to retain
     all  stock options which have been provided to him hereunder as of the date
     of  actual  termination  and  to

     receive  all  salary, bonuses, vacation and sick leave earned or accrued up
     to  said  date.  In  the  event  ALLCOM  refuses  to  accept  Executive's
     resignation.  Executive  must  abide  by  the  terms  of  this  Agreement.

6.02 Any  other  provisions  of  this  Agreement  notwithstanding,  ALLCOM  may
     terminate  Executive's  employment  without  notice and without any further
     compensation  obligations,  including without limitation any severance pay,
     if  the  termination is based on cause, fraud, embezzlement, securities law
     violation,  or other gross misconduct which causes material economic damage
     to  ALLCOM  or  material  damage to the business reputation of ALLCOM. Such
     termination  shall  terminate  Executive's  rights  to  any and all further
     compensation,  bonus, severance or benefits as set forth in this Agreement,
     effective  the  last  day  of  Executive's  employment  with  ALLCOM.

6.03 Should  ALLCOM  terminate  Executive's employment for any reason other than
     set  forth in Section 6.02, or an outright sale, Executive shall be paid as
     severance, immediately upon the date set for termination, all salary, bonus
     and  the cash equivalent of all other benefits set forth in this Agreement,
     as  well  as  the  issuance  of  all  stock  options or warrants called for
     hereunder  for  the  balance  of  the  term.

                                    ARTICLE 7

7.01 GOVERNING  LAW:  This  Agreement shall be governed according to the laws of
     the  State  of  California and venue shall be in the County of Los Angeles,

7.02 SUCCESSORS:  This Agreement is personal to Executive and ALLCOM and neither
     may  assign  or transfer any part of the rights or duties hereunder, to any
     other  person  or entity, except in the event of a bona fide sale or merger
     of  ALLCOM.

7.03 WAIVER:  The  waiver by either parry of the breach or nonperformance of the
     other  hereunder  shall  not  operate  or  be  construed as a waiver of any
     further  breach  or  nonperformance  of  this  Agreement.

7.04 MODIFICATION:  This  Agreement shall not be changed or modified except by a
     written  document  executed  by  both  parties  hereto.

7.05 ATTORNEYS  FEES.  In  the  event  enforcement  of  this  Agreement  becomes
     necessary,  Executive  is entitled to reasonable attorney's fees, costs and
     expenses  in  connection  with  such  proceeding,  in addition to any other
     relief  that  may  be  granted,  if and only if Executive is the prevailing
     party  to  such  dispute.

7.06 DISPUTES:  Any  dispute or controversy arising under, out of, in connection
     with  or  in  relation to this Agreement or the employment of EXECUTIVE and
     ALLCOM or the termination of employment of Executive with ALLCOM, including
     any  claims  under  Title  VII  of  the  Civil  Rights Act of 1964, the Age
     Discrimination  in Employment Act, the Americans With Disabilities Act, the
     Family  and  Medical  Leave  Act,  and  any  other  federal, state or local
     statute, regulation or ordinance pertaining to employment, shall be finally
     determined  and  settled  by arbitration. Arbitration shall be initiated by
     one  party  making  written  demand upon the other party and simultaneously
     filing the demand together with required fees in the office of the American
     Arbitration  Association  in  Los  Angeles,  California.  The  arbitration
     proceeding shall be conducted by a single arbitrator in accordance with the
     National  Rules  for  the Resolution of Employment Disputes of the American
     Arbitration Association. The arbitration award shall be a final and binding
     determination  of  the  dispute  and  shall  be  fully  enforceable  as  an
     arbitration  award  in  any  court  having jurisdiction and venue over such
     parties.  The  prevailing  party (as determined by the arbitrator) shall be
     awarded  by the arbitrator such party's attorney's fees, costs and expenses
     in  connection  with  such proceeding, in addition to any other relief that
     may  be  granted.

7.07 NON  COMPETE  COVENANT:  Should this Agreement be terminated voluntarily by
     Executive  or  involuntarily  by  the  Board  for  any  breach of duties as
     outlined  in  Article  6.03  of  this Agreement. Executive agrees to not to
     compete  for a period of 1 year. Non Compete is to be defined as taking any
     of  the  Company's  customers.  Executive  understands  and agrees to cease
     business  practices  which  adversely

     impact the Company's business, upon written notice by the Company. Under no
     circumstance  or  interpretation  of  Article  7.07  shall this covenant be
     construed  to  restrict  Executive's  ability  to  make  a  living  in  the
     telecommunications  field.


     Like  all  Company employees, Executive will be required, as a condition to
     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.


     This  Agreement may not be amended or modified except by an express written
     agreement signed by you and a duly authorized officer of ALLCOM.

IN  WITNESS  WHEREOF, the parties have executed this instrument the day and year
first  above written. The undersigned warrants he is competent and authorized to
act  on  behalf  of the Board of Directors, and has received sufficient votes to
enter  into  this  Agreement.  The  undersigned  Executive  warrants  that he is
competent  and  authorized  to  enter  into  this  Agreement.

AllCom USA, Inc.

By: /s/ Larry Wilcox                                 /s/ John Cheney
    -------------------------------------            -----------------------
    Larry Wilcox, Chief Executive Officer            John Cheney