<PAGE> 1
As filed with the Securities and Exchange Commission on June 13, 1997
Registration No. 333-_______________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
ELECTRONIC TRANSMISSION CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 75-2578619
(State of Incorporation) (I.R.S. Employer
Identification No.)
--------------------------
L. Cade Havard
5025 Arapaho Road, Suite 515
5025 Arapaho Road, Suite 515 Dallas, Texas 75248
Dallas, Texas 75248 (972) 980-0900
(Address of Principal Executive Offices) (Name, Address and Telephone Number
of Agent For Service)
--------------------------
EMPLOYEE STOCK OPTIONS
(Full title of the Plan)
--------------------------
COPY TO:
Richard B. Goodner, Esq.
Looper, Reed, Mark & McGraw Incorporated
1601 Elm Street, Suite 4100
Dallas, Texas 75201
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee(1)
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value
per share . . . . . . . . . . . . 346,666 $0.001 $ 346.67 $ 0.11
Common Stock, $0.001 par value
per share . . . . . . . . . . . . 825,000 1.25 1,031,250 312.47
Common Stock, $0.001 par value
per share . . . . . . . . . . . . 23,000 1.50 34,500 10.45
-------- -------
Totals . . . . . . . . . . . 1,194,666 $323.14
</TABLE>
- ----------------------
(1) Based upon the exercise price of the options issued under the various
Employee Stock Options in accordance with Rule 457(h).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed or to be filed by Electronic
Transmission Corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference herein:
(a) The Registrant's Registration Statement on Form S-4 which was
declared effective by the Commission on January 7, 1997 (File
No. 333-07069), which contains audited financial statements of
the Registrant for the fiscal year ended December 31, 1995 and
unaudited financial statements for the nine months ended
September 30, 1996;
(b) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996, which contains audited financial
statements of the Registrant for the fiscal year ended
December 31, 1996;
(c) The Registrant's Current Report on Form 8-KSB dated February
11, 1997;
(d) The Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1997, which contains unaudited
financial statements of the Registrant for the fiscal quarter
ended March 31, 1997; and
(e) The description of the Common Stock of the Registrant
incorporated by reference in its Registration Statement on
Form 8-A (File No. 221355) pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose
of updating such description.
All other documents filed by the Registrant subsequent to the date of
this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware (the "DGCL")
gives Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations. That
indemnification is not exclusive of any other rights to which those indemnified
may be entitled under any bylaws, resolution of stockholders or directors,
agreement or otherwise. Article Tenth of the Registrant's
II-1
<PAGE> 3
Certificate of Incorporation (the "Certificate") makes mandatory the
indemnification expressly authorized under the DGCL. The inclusion of this
provision in the Registrant's Certificate may have the effect of reducing the
likelihood of derivative litigation against directors, and may discourage or
deter stockholders or management from bringing an action against directors for
breach of their duty of care, even though such action, if successful, might
otherwise have benefitted the Registrant and its stockholders. This provision
does not prevent the Registrant or its stockholders from seeking injunctive
relief or other equitable remedies against its directors under applicable state
law, although there can be no assurance that such remedies, if sought, would be
obtained. In addition, this provision may not limit the liability of the
Registrant's directors for violations of Federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement. Certain documents previously filed with the Commission are
incorporated in this Registration Statement by reference.
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C> <C>
* 4.1 -- Specimen Common Stock Certificate
5.1 -- Opinion of Looper, Reed, Mark & McGraw
Incorporated
*10.1 -- Employment Agreement dated January 2, 1995, by
and between the Company and L. Cade Havard
10.2 -- Employment Agreement dated April 1, 1997, by
and between the Company and L. Cade Havard
10.3 -- Employment Agreement dated December 7, 1995, by
and between the Company and Derek Dzung Pham
10.4 -- Employment Agreement dated September 22, 1995,
by and between the Company and Scott Vu
10.5 -- Employment Agreement dated February 20, 1996, by
and between the Company and Marsha D. Wilcox
10.6 -- Employment Agreement dated February 15, 1996, by
and between the Company and Harry K. Altman
10.7 -- Employment Agreement dated July 1, 1996, by and
between the Company and Robert L. Bonomi
10.8 -- Employment Agreement dated June 15, 1996, by and
between the Company and Dan A. Doughty
10.9 -- Employment Agreement dated August 1, 1996, by
and between the Company and Julie L. Krueger
10.10 -- Employment Agreement dated May 31, 1996, by and
between the Company and Lyndel Ray McGee
10.11 -- Employment Agreement dated July 1, 1996, by and
between the Company and Tammy L. Newman
10.12 -- Employment Agreement dated June 17, 1996, by and
between the Company and Mark L. Roden
23.1 -- Consent of Simonton, Kutac & Barnidge, L.L.P.
23.2 -- Consent of Looper, Reed, Mark & McGraw
Incorporated (included in its opinion filed as
Exhibit 5.1)
24.1 -- Power of Attorney (included at page II-4 hereof)
</TABLE>
- -----------------
II-2
<PAGE> 4
* Incorporated in this Registration Statement by reference to the
exhibits as filed as exhibits 4.1 and 10.7, respectively, in the Registrant's
Registration Statement on Form S-4, as amended (File Number 333-07069), which
was declared effective by the Commission on January 7, 1997.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that
paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on
Form S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Sections 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Sections 13(a) or 15(d) of the Exchange Act that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 12th day of
June, 1997.
ELECTRONIC TRANSMISSION CORPORATION
(Registrant)
By: /s/ L. CADE HAVARD
--------------------------------------
L. Cade Havard, Chairman of the Board,
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
constitutes and appoints L. Cade Havard, with full power of substitution, our
true and lawful attorney and agent, to do any and all acts and things in our
names in the capacities indicated which L. Cade Havard may deem necessary or
advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in connection with this Registration Statement, including
specifically, but not limited to, the power and authority to sign for us, or
any of us, in our names in the capacities indicated, and any and all amendments
(including post-effective amendments) to this Registration Statement; and we do
hereby ratify and confirm all that L. Cade Havard shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ L. Cade Havard Chairman of the Board, President, Chief June 12, 1997
- ---------------------------------- Executive Officer, and Director (Principal ----------------
L. Cade Havard Executive)
/s/ Louann C. Smith Controller, Treasurer and Corporate Secretary June 12, 1997
- ---------------------------------- ----------------
Louann C. Smith
/s/ Ann C. McDearmon Executive Vice President -- Director of June 12, 1997
- ---------------------------------- Marketing ----------------
Ann C. McDearmon
/s/ Timothy P. Powell Executive Vice President -- Data Services and June 12, 1997
- ---------------------------------- Director ----------------
Timothy P. Powell
/s/ Michael Eckstein Director June 12, 1997
- ---------------------------------- ----------------
Michael Eckstein
/s/ David O. Hannah Director June 12, 1997
- ---------------------------------- ----------------
David O. Hannah
/s/ Dennis Barnes Director June 12, 1997
- ---------------------------------- ----------------
Dennis Barnes
</TABLE>
II-4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C> <C>
* 4.1 -- Specimen Common Stock Certificate
5.1 -- Opinion of Looper, Reed, Mark & McGraw Incorporated
10.1 -- Employment Agreement dated January 2, 1995, by and
between the Company and L. Cade Havard
10.2 -- Employment Agreement dated April 1, 1997, by
and between the Company and L. Cade Havard
10.3 -- Employment Agreement dated December 7, 1995, by
and between the Company and Derek Dzung Pham
10.4 -- Employment Agreement dated September 22, 1995,
by and between the Company and Scott Vu
10.5 -- Employment Agreement dated February 20, 1996, by
and between the Company and Marsha D. Wilcox
10.6 -- Employment Agreement dated February 15, 1996, by
and between the Company and Harry K. Altman
10.7 -- Employment Agreement dated July 1, 1996, by and
between the Company and Robert L. Bonomi
10.8 -- Employment Agreement dated June 15, 1996, by and
between the Company and Dan A. Doughty
10.9 -- Employment Agreement dated August 1, 1996, by
and between the Company and Julie L. Krueger
10.10 -- Employment Agreement dated May 31, 1996, by and
between the Company and Lyndel Ray McGee
10.11 -- Employment Agreement dated July 1, 1996, by and
between the Company and Tammy L. Newman
10.12 -- Employment Agreement dated June 17, 1996, by and
between the Company and Mark L. Roden
23.1 -- Consent of Simonton, Kutac & Barnidge, L.L.P.
23.2 -- Consent of Looper, Reed, Mark & McGraw Incorporated
(included in its opinion filed as Exhibit 5.1)
24.1 -- Power of Attorney (included at page II-4 hereof)
</TABLE>
- ------------------
* Incorporated in this Registration Statement by reference to the
exhibits as filed as exhibits 4.1 and 10.7, respectively, in the Registrant's
Registration Statement on Form S-4, as amended (File Number 333-07069), which
was declared effective by the Commission on January 7, 1997.
<PAGE> 1
EXHIBIT 5.1
June 13, 1997
Electronic Transmission Corporation
5025 Arapaho Road, Suite 515
Dallas, Texas 75248
Re: Electronic Transmission Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Electronic Transmission Corporation, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of an aggregate of
1,194,666 shares (the "Shares") of the common stock, $0.001 par value per share
(the "Common Stock"), of the Company under the Company's Stock Option
Agreements, with certain of its employees and consultants (collectively, the
"Plans"). A registration statement on Form S-8 (the "Registration Statement")
has this date been filed under the Act with the Securities and Exchange
Commission (the "Commission").
In reaching the conclusions expressed in this opinion, we have
examined executed copies of the Registration Statement and all exhibits
thereto. We have also examined and relied upon the original, or copies
certified to our satisfaction, of (i) the Certificate of Incorporation and the
Bylaws of the Company, (ii) minutes and records of the corporate proceedings of
the Company with respect to the issuance of the Shares and related matters,
(iii) the Plans, as amended, and (iv) such other agreements and instruments
relating to the Company as we have deemed necessary or appropriate for purposes
of the opinions hereinafter expressed. In rendering such opinions, we have
made such further investigation and inquiries relevant to the transactions
contemplated by the Registration Statement as we have deemed necessary to the
opinions expressed herein and have relied, to the extent we deemed reasonable,
on certificates and certain other information provided to us by officers of the
Company, and public officials as to matters
<PAGE> 2
Electronic Transmission Corporation
June 13, 1997
Page 2
of fact of which the maker of such certificates or the person providing such
other information had knowledge. Furthermore, in rendering such opinions, we
have assumed that the signatures on all documents examined by us are genuine,
that all documents and corporate record books submitted to us as originals are
accurate and complete, and that all documents submitted to us as copies are
true, correct and complete copies of the originals thereof.
In issuing the opinions hereinafter expressed, we do not purport to be
experts in the laws of any jurisdiction other than the State of Texas and the
United States of America.
Based solely upon the foregoing, and limited in all respects as
aforesaid, WE ARE OF THE OPINION that:
(1) The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware.
(2) The Shares of Common Stock of the Company registered pursuant
to the Registration Statement have been duly and validly
authorized by the Company, and when sold, issued and delivered
in the manner and for the consideration described in the
Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
/s/ LOOPER, REED, MARK & MCGRAW INCORPORATED
LOOPER, REED, MARK & MCGRAW INCORPORATED
<PAGE> 1
EXHIBIT 10.2
EMPLOYMENT AND SETTLEMENT AGREEMENT
This Employment and Settlement Agreement (this "Agreement") is made
and entered into this 1st day of April, 1997 (the "Effective Date") by and
among Electronic Transmission Corporation, and L. Cade Havard, an individual
resident in Dallas County, Texas ("Mr. Havard").
ETC has been developing a business of electronically editing and
transmitting medical and dental claims from health care providers to entities
that pay such claims. Mr. Havard has (i) devoted considerable time and effort
to assisting in developing this business since January 1994; (ii) contributed
approximately $1,000,000 to the development of this business; and (iii)
contributed computer equipment and software to this business; and ETC owes
compensation to Mr. Havard for these services and contributions. In addition,
ETC now desires to employ Mr. Havard as its President and Chief Executive
Officer, and Mr. Havard desires to accept such employment with ETC, all on the
following terms and subject to the following conditions.
NOW, THEREFORE, ETC and Mr. Havard hereby agree as follows.
1. Employment. ETC hereby employs Mr. Havard, and Mr. Havard
hereby accepts employment by ETC, for the term and compensation and subject to
the terms and conditions hereinafter set forth.
2. Duties of Mr. Havard. Mr. Havard shall serve in the capacity
of President and Chief Executive Officer of ETC, subject at all times to the
terms and conditions hereof and to the ultimate control and direction of the
Board of Directors of ETC. In that capacity, Mr. Havard shall have
responsibility for assisting in developing and administering the business of
ETC for the long term benefit of its stockholders, and in accordance with
industry standards. During the term of this Agreement, Mr. Havard shall devote
most of his entire business time and efforts to the performance of the duties
and responsibilities contained in this Agreement, though it is recognized that
Mr. Havard owns business interests unrelated to ETC.
3. Compensation. As compensation for his services rendered to ETC
in the capacities set forth above, ETC shall pay to Mr. Havard a base salary at
a rate not less than one hundred eighty thousand dollars ($180,000.00) per
year. This will be paid to him at the rate of eight thousand dollars ($8,000)
per month until ETC has two consecutive months of showing a profit. At that
time Mr. Havard may elect to receive fifteen thousand dollars ($15,000) per
month. Mr. Havard also has the option of receiving all or part of the balance
of back pay owed him under this agreement and under the previous employment
agreement, dated January 2, 1995, at the end of
<PAGE> 2
Employment and Settlement Agreement Between ETC and L. Cade Havard
Page 2
1997. It is contemplated that Mr. Havard will receive annual raises consistent
with performance and will receive an annual bonus in an amount equal to three
percent (3%) of the gross pretax net profits of ETC as well as yearly "cost of
living" adjustments. Mr. Havard shall have rights to stock options to purchase
ETC stock, such options being sufficient for him to obtain at least twenty
percent (20%) of all ETC stock options granted at any time.
ETC herein grants to Mr. Havard, as additional compensation, a
percentage of the gross revenues attributable to Electra-Net Business as
follows:
<TABLE>
<S> <C>
January 1, 1997 through December 31, 1998 10%
January 1, 1998 through December 31, 2000 7%
January 1, 2000 and in perpetuity thereafter 5%
</TABLE>
This grant is not conditioned upon Mr. Havard's continued employment with ETC.
If ETC should sell the Electra-Net Business or any part thereof, this
obligation to pay a percentage of the gross revenues will continue for the
purchaser and will specifically be part of the sale obligations.
4. Benefits. During the term hereof, Mr. Havard shall be entitled
to participate in all benefit plans, including stock option plans, provided by
ETC on the same basis as other ETC officers and will additionally receive free
medical insurance. ETC reserves the right unilaterally to modify, amend, or
terminate any such plans and programs at any time and from time to time during
the term of this Agreement. Mr. Havard shall be entitled to six weeks of paid
vacation time each year and will be provided with a company car of his choice.
Mr. Havard may perform all of his duties while living in Dallas, Texas and may
not be relocated against his will. Should Mr. Havard die during the term of
this agreement, ETC must offer his heirs the option of selling Mr. Havard's
stock to ETC at the highest price that has ever been paid for such stock sold
in an "arms length" transaction.
5. Reimbursement of Expenses. ETC shall reimburse Mr. Havard for
all expenses actually incurred by him in connection with ETC business, provided
that such expenses are reasonable and are in accordance with ETC policies. Such
reimbursement shall be made to Mr. Havard upon appropriate documentation of
such expenditures in accordance with ETC policies.
6. Term. The term of this Agreement shall be for the period
commencing on April 1, 1997, and ending on December 31, 2010, subject to
earlier termination as provided in Section 7. The term of this Agreement may be
extended beyond December 31, 2010, by mutual consent of ETC and Mr. Havard. Mr.
Havard may terminate this Agreement at any time without penalty.
7. Termination. This Agreement and Mr. Havard's employment
hereunder shall terminate in the event of Mr. Havard's death. If Mr. Havard
becomes permanently disabled (as determined by the ETC Board of Directors) for
two consecutive years, ETC may terminate this Agreement as Mr. Havard's early
retirement by paying one year's salary as severance pay, plus providing health
insurance to Mr. Havard for life, and allowing him to participate in any
existing retirement program in place at the time. ETC must also offer to buy
Mr. Havard's stock at the highest price
<PAGE> 3
Employment and Settlement Agreement Between ETC and L. Cade Havard
Page 3
that has ever been paid for such stock sold in an "arms length" transaction.
This Agreement and Mr. Havard's employment hereunder may be terminated by ETC
"for cause" at any time the ETC Board of Directors determines, in the exercise
of its good faith judgment, that Mr. Havard has engaged in gross malfeasance or
willful misconduct in performing his duties hereunder and that his continued
employment by ETC no longer is in the best interests of ETC.
8. Noncompetition for Existing Clients After Term. Mr. Havard
agrees, for a period of two years after the expiration of the term hereof, not
to solicit, on his own behalf or on behalf of any future employer or other
entity, any business from any entity with which ETC did business, during the
term hereof The parties recognize that this covenant not to compete for
specified customers for a limited time period is an integral part of this
Agreement and that ETC would not enter into this Agreement, or would do so only
on the basis of decreased compensation to Mr. Havard, without this covenant.
9. Nondisclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Mr. Havard will not disclose to any
person or entity not directly connected with ETC, or use for his own benefit,
any of the trade secrets, financial information, systems, records, or business
methods of ETC or its affiliates, or any of the business relationships between
ETC or its affiliates and any of their business partners or customers, unless
such disclosure shall be in direct connection with or a part of Mr. Havard's
performance of his duties hereunder. The provisions of this section shall
survive any termination of this Agreement.
10. ETC Stock for Services. As additional compensation for his
services, Mr. Havard shall be offered the option to purchase a block of 100,000
shares of ETC stock for one hundred dollars ($100.00) per block. This option
shall be open for five years from the date given and shall be issued to Mr.
Havard on the date given below if he then remains in the employment of ETC
hereunder.
<TABLE>
Date Number of Shares of Stock
---- -------------------------
<S> <C>
January 1, 1998 100,000
</TABLE>
ETC herein acknowledges that Mr. Havard has two options to purchase ETC stock
under his previous employment contract which have vested in him and may be
exercised at any time.
Mr. Havard represents and warrants that:
(a) he has received and carefully read this Agreement and
the materials prepared by ETC regarding its respective businesses and statuses,
is familiar with and understands them, has based his investment decision on the
information contained therein, and has not asked any questions or requested any
materials of ETC which have not been answered or supplied; and
(b) he (i) is acquiring the Stock for his own account for
investment and not with a view to distribution or resale thereof, (ii) meets
the suitability standards for an investment in the Stock as set forth in the
Securities Act of 1933, all applicable U.S. state and Canadian and provincial
securities laws, and all applicable regulations under any of the foregoing
(collectively
<PAGE> 4
Employment and Settlement Agreement Between ETC and L. Cade Havard
Page 4
the "Securities Laws and Regulations"), (iii) understands that the Stock, and
the issuance thereof, have not been registered under the Securities Laws and
Regulations and are not expected to be so registered, (iv) will not sell or
otherwise transfer the Stock except in compliance with the Securities Laws and
Regulations, and (v) resides at his address as set forth in section 11 below.
11. Unauthorized Termination. If ETC shall terminate Mr. Havard's
employment hereunder prior to the expiration of the term hereof, other than
"for cause" as set forth above, and recognizing that there is no right so to
terminate such employment, then ETC shall promptly pay to Mr. Havard as
liquidated damages in immediately available funds all compensation for the
remainder of the term hereof under section 3 above, all shares of Stock not
theretofore issued to Mr. Havard under section 10 above shall promptly be
issued to him, and ETC must purchase all his ETC stock at the highest price
that has ever been paid for such stock in an "arms length" transaction. Mr.
Havard shall also receive an amount each year until the end of this contract
term equal to what his yearly raises and bonuses would have been had he
remained employed by ETC, and ETC must purchase the company car provided to Mr.
Havard and transfer the title to him. If ETC shall remove Mr. Havard from the
offices set forth in section 2 above, or significantly change his duties as set
forth therein, without his consent, then Mr. Havard at his option may treat
such actions as an unauthorized termination under this section 11. As further
liquidated damages, Mr. Havard will be treated as an early retiree and ETC must
provide free medical insurance coverage to Mr. Havard for the rest of his life,
and Mr. Havard shall have the option to participate in all pension and profit
sharing programs as other ETC directors and employees.
12. Notices. All notices hereunder shall be in writing and
delivered personally or sent by U.S. Mail or recognized courier service,
addressed as follows or to such other address for itself as any party may
specify hereunder:
If to ETC: Electronic Transmission Corporation
5025 Arapaho, Suite 515
Dallas, Texas 75248
Attention: Mr. L. Cade Havard,
Chief Executive Officer
If to Mr. Havard: Mr. L. Cade Havard
6215 Glendora
Dallas, Texas 75230
13. Mandatory Arbitration. Any controversy or claim arising out of
or relating to this contract, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
<PAGE> 5
Employment and Settlement Agreement Between ETC and L. Cade Havard
Page 5
14. Entire Agreement, Counterparts, Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto. However, this Agreement and the provisions hereof are subject
to amendment or modification to comply with any requirements of duly appointed
regulatory bodies. No party may assign this Agreement or its rights or
obligations hereunder without the written consent of all other parties hereto.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, administrators,
successors, and assigns. The headings herein are for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement. This
Agreement may be executed in multiple counterparts, and by the parties in
separate counterparts, each of which shall be an original but all of which
together shall constitute one and the same instrument. This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. CADE HAVARD
L. Cade Havard
Chairman and Chief Executive Officer
MR. HAVARD
/s/ L. CADE HAVARD
L. Cade Havard
<PAGE> 1
EXHIBIT 10.3
[Electronic Transmission Corporation Letterhead]
December 7, 1995
Mr. Derek Dzung Pham
3737 Timberglen, Apt. 2304
Dallas, Texas 75287
Dear Mr. Pham:
This letter will serve as the agreement between you and Electronic
Transmission Corporation ("ETC") concerning employment with ETC. You will agree
to execute an employee nondisclosure/noncompete agreement with ETC. ETC will
pay you a salary of thirty-eight thousand dollars ($38,000) per year which will
be paid by an employee leasing company with which ETC has contracted. ETC will
pay for medical insurance for you. You will receive all the other benefits as
provided by that employee leasing company or any such leasing company ETC may
use. You will have the right to participate in any pension and/or profit
sharing plans and employee stock plans implemented by ETC.
You will additionally receive the option to purchase up to 10,000
shares of ETC stock at a price of one dollar ($ 1.00) per one thousand (1,000)
shares as follows. The stock will be held in escrow for you. After one year of
employment, you may exercise your option to purchase 1/2 of the stock. After
two years of employment you may exercise your option to purchase the remainder
of the stock.
If this letter correctly reflects the agreement, please execute in the
space provided below and return an executed copy to me.
Sincerely,
AGREED AND ACCEPTED this 7 day of
/s/ L. Cade Havard December, 1995
L. Cade Havard /s/ Derek Dzung Pham
Chairman, CEO Derek Dzung Pham
<PAGE> 1
EXHIBIT 10.4
[Electronic Transmission Corporation Letterhead]
September 22, 1995
Mr. Scott Vu
14232 Dallas Pkwy., #908
Dallas, Texas 75240
Dear Mr. Vu:
This letter will serve as the agreement between you and Electronic
Transmission Corporation ("ETC") concerning employment with ETC. You will agree
to execute an employee nondisclosure/noncompete agreement with ETC. ETC will
pay you a salary of forty-eight thousand dollars ($48,000) per year which will
be paid by an employee leasing company with which ETC has contracted. You will
receive all the medical insurance and other benefits as provided by that
employee leasing company or any such leasing company ETC may use. You will have
the right to participate in any pension and/or profit sharing plans and
employee stock plans implemented by ETC.
You will additionally receive the option to purchase up to 50,000
shares of ETC stock at a price of one dollar ($1.00) per one thousand shares as
follows. The stock will be held in escrow for you. After six months of
employment, you may exercise your option to purchase 1/6 of the stock. After
twelve months of employment, you may exercise your option to purchase an
additional 1/6 of the stock. After two years of employment you may exercise
your option to purchase 1/3 of the stock. After three years of employment you
may exercise your option to purchase the remaining 1/3 of the stock. This final
transfer of stock is anticipated to be on September 25, 1998.
If this letter correctly reflect the agreement, please execute in the
space provided below and return an executed copy to me.
Sincerely,
AGREED AND ACCEPTED this 22 day of
September, 1995
/s/ L. Cade Havard /s/ Scott Vu
- -------------------------- --------------------------------------
L. Cade Havard Scott Vu
Chairman, CEO
<PAGE> 1
EXHIBIT 10.5
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this 20th day of February, 1996, the Effective Date, by and between Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Marsha D. Wilcox
("Ms. Wilcox").
ETC desires to employ Ms. Wilcox as its EDI Analyst and Ms. Wilcox
desires to accept such employment with ETC, all on the following terms and
subject to the following conditions.
NOW, THEREFORE, ETC and Ms. Wilcox hereby agree as follows.
1. Employment. ETC hereby employs Ms. Wilcox, and Ms. Wilcox
hereby accepts employment by ETC, for the term and compensation and subject to
the terms and conditions hereinafter set forth.
2. Duties of Ms. Wilcox. Ms. Wilcox shall serve in the capacity
of EDI Analyst. In that capacity, Ms. Wilcox shall have responsibility for
developing new business. Ms. Wilcox shall not make any agreements,
representations, or performance guarantees, or execute or agree to any
instruments or contracts, on behalf of ETC or any of its subsidiaries or
affiliates without prior consent of ETC's chief executive officer or Board of
Directors. During the term of this Agreement, Ms. Wilcox shall devote her
entire business time and efforts to the performance of the duties and
responsibilities contained in this Agreement.
3. Compensation. As compensation for her services rendered to ETC
in the capacities set forth above, ETC shall pay Ms. Wilcox at the rate of
forty thousand dollars ($40,000) per year from February 20 to February 29,
1996. From March 1 through March 31, 1996 she will be paid at a rate of sixty
thousand dollars ($60,000) per year. From April 1 through April 30, 1996 she
will be paid at a rate of forty thousand dollars ($40,000) per year. On May 1,
1996, ETC will review her performance for a possible increase in compensation.
ETC shall pay to Ms. Wilcox a commission for each calendar month during the
term hereof equal to seven percent (7%) of the gross of revenue realized by ETC
from new accounts credited to Ms. Wilcox during such calendar month, calculated
as follows.
Gross income realized by ETC and credited to Ms. Wilcox shall be
calculated for each calendar month during the term hereof by (i) determining
the gross income received by ETC in immediately available funds during such
calendar month from commissions, administrative and other fees, fees for
editing and transmitting claims, and other direct sources, from new accounts
credited to Ms. Wilcox, and (ii)subtracting any third party subcontractor or
consultant or other third party expenses incurred by ETC with respect to such
new accounts during such calendar
<PAGE> 2
Employment Agreement Between ETC and Marsha D. Wilcox Page 2
month. The percentages specified above of the gross income so calculated for
each calendar month during the term hereof, less any authorized deductions,
shall be paid to Ms. Wilcox in the next calendar month. There shall be no
carry-over from one month to the next of any negative net income. Commissions
shall continue for the life of the new accounts unless this agreement is
terminated. In that event, commissions shall be paid on the new accounts for
one year after termination of this agreement. Should this agreement be
terminated without cause by ETC, the liquidated damages shall be payment of
commissions to Ms. Wilcox for the remainder of the term of this agreement and
for one year thereafter.
Ms. Wilcox shall additionally receive the option to purchase up to
30,000 shares of ETC stock at a price of one dollar ($1.00) per one thousand
(1,000) shares, to be exercised at the rate of 10,000 on February 20, 1997,
10,000 on February 20, 1998, and 10,000 on February 20, 1999. Ms. Wilcox must
be an employee of ETC or its successor company on the aforementioned dates to
exercise this option.
Ms. Wilcox is also granted an option to purchase 25,000 shares of
post-merger ETC stock at the rate of $1.25 per share. This option will expire
one year after the effective date of this agreement or thirty days after the
aforementioned stock reaches a trade price of $3.00 per share, whichever is
sooner.
4. Benefits. During the term hereof, Ms. Wilcox shall be entitled
to medical insurance programs provided by ETC on the same basis as other ETC
employees.
5. Reimbursement of Expenses. ETC shall reimburse Ms. Wilcox for
all pre-approved travel and other expenses actually incurred by her in
connection with ETC business, provided that such expenses are reasonable and
are in accordance with ETC policies. Such reimbursement shall be made to Ms.
Wilcox upon appropriate documentation of such expenditures in accordance with
ETC policies.
6. Term. The term of this Agreement shall be for the period
commencing on February 20, 1996, and ending on December 31, 1999, subject to
earlier termination as provided in Section 7. The term of this Agreement may be
extended beyond December 31, 1999, by mutual consent of ETC and Ms. Wilcox.
7. Termination. This Agreement and Ms. Wilcox's employment
hereunder shall terminate in the event of Ms. Wilcox's death or if Ms. Wilcox
becomes permanently disabled as determined by the ETC Board of Directors. This
Agreement and Ms. Wilcox's employment hereunder may be terminated by ETC "for
cause" at any time the ETC Board of Directors determines, in the exercise of
its good faith judgment, that Ms. Wilcox has engaged in gross malfeasance or
willful misconduct in performing her duties hereunder and that her continued
employment by ETC no longer is in the best interests of ETC.
8. Non-Disclosure of Information and Trade Secrets. During her
employment hereunder
<PAGE> 3
Employment Agreement Between ETC and Marsha D. Wilcox Page 3
and thereafter, Ms. Wilcox will not disclose to any person or entity not
directly connected with ETC, or use for her own benefit, any of the trade
secrets, financial information, systems, records, or business methods of ETC or
its subsidiaries or affiliates, or any of the business relationships between
ETC or its subsidiaries or affiliates and any of their business partners or
customers, unless such disclosure shall be in direct connection with or a part
of Ms. Wilcox's performance of her duties hereunder.
9. Notices. All notices hereunder shall be in writing and
delivered personally or sent by U.S. Mail or recognized courier service,
addressed as follows or to such other address for itself as any party may
specify hereunder:
If to ETC: Electronic Transmission Corporation
5025 Arapaho, Suite 515
Dallas, Texas 75248
Attention: Mr. L. Cade Havard,
Chief Executive Officer
If to Ms. Wilcox: Ms. Marsha D. Wilcox
2210 Knoll Ridge Drive
Corinth, Texas 76205
10. Entire Agreement, Counterparts, Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto. No party may assign this Agreement or its rights or obligations
hereunder without the written consent of all other parties hereto. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, administrators, successors, and
assigns. The headings herein are for convenience of reference only and shall
not affect the meaning or interpretation of this Agreement. This Agreement may
be executed in multiple counterparts, and by the parties in separate
counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
<PAGE> 4
Employment Agreement Between ETC and Marsha D. Wilcox Page 4
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. Cade Havard
---------------------------------------------
L. Cade Havard
Chairman and Chief Executive Officer
MS. WILCOX
By: /s/ Marsha D. Wilcox
---------------------------------------------
Marsha D. Wilcox
<PAGE> 1
EXHIBIT 10.6
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this 15th day of February, 1996, the Effective Date, by and between Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Harry K. Altman
("Mr. Altman").
ETC desires to employ Mr. Altman as its Operations Manager and Mr.
Altman desires to accept such employment with ETC, all on the following terms
and subject to the following conditions.
NOW, THEREFORE, ETC and Mr. Altman hereby agree as follows.
1. Employment. ETC hereby employs Mr. Altman, and Mr. Altman
hereby accepts employment by ETC, for the term and compensation and subject to
the terms and conditions hereinafter set forth.
2. Duties of Mr. Altman. Mr. Altman shall serve in the capacity
of Operations Manager. In that capacity, Mr. Altman shall have responsibility
for managing operations of ETC. Mr. Altman shall not make any agreements,
representations, or performance guarantees, or execute or agree to any
instruments or contracts, on behalf of ETC or any of its subsidiaries or
affiliates without prior consent of ETC's chief executive officer or Board of
Directors. During the term of this Agreement, Mr. Altman shall devote his
entire business time and efforts to the performance of the duties and
responsibilities contained in this Agreement.
3. Compensation. As compensation for his services rendered to
ETC in the capacities set forth above, ETC shall pay Mr. Altman at the rate of
forty-eight thousand dollars ($48,000) per year and will pay Mr. Altman a bonus
of fifty dollars ($50.00) per day for each day Mr. Altman is out of town on
company business. Mr. Altman additionally has to option to purchase up to 60,000
shares of ETC stock at the rate of one dollar ($1.00) per one thousand shares,
to be exercised at the rate of 20,000 on February 20, 1997, 20,000 on February
20, 1998, and 20,000 on February 20, 1999. Mr. Altman must be an employee of ETC
or its successor company on the aforementioned dates to earn the stock. Should
ETC be' sold (other than by merger to Solo Petroleums or its successor) or
should management control pass from L. Cade Havard, all stock payable under this
agreement will immediately be transferred to Mr. Altman. This agreement will be
reviewed periodically to add additional compensation based on Mr. Altman's and
ETC's performances.
4. Benefits. During the term hereof, Mr. Altman shall be entitled
to medical insurance programs provided by ETC on the same basis as other ETC
employees.
<PAGE> 2
Employment Agreement Between ETC and Harry K. Altman Page 2
5. Reimbursement of Expenses. ETC shall reimburse Mr. Altman for
all pre-approved travel and other expenses actually incurred by him in
connection with ETC business, provided that such expenses are reasonable and
are in accordance with ETC policies. Such reimbursement shall be made to Mr.
Altman upon appropriate documentation of such expenditures in accordance with
ETC policies.
6. Term. This Agreement may be canceled by either party at any
time without penalty.
7. Termination. This Agreement and Mr. Altman's employment
hereunder shall terminate in the event of Mr. Altman's death or if Mr. Altman
becomes permanently disabled as determined by the ETC Board of Directors.
8. Non-Disclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Mr. Altman will not disclose to any
person or entity not directly connected with ETC, or use for his own benefit,
any of the trade secrets, financial information, systems, records, or business
methods of ETC or its subsidiaries or affiliates, or any of the business
relationships between ETC or its subsidiaries or affiliates and any of their
business partners or customers, unless such disclosure shall be in direct
connection with or a part of Mr. Altman's performance of his duties hereunder.
9. Notices. All notices hereunder shall be in writing and
delivered personally or sent by U.S. Mail or recognized courier service,
addressed as follows or to such other address for itself as any party may
specify hereunder:
If to ETC: Electronic Transmission Corporation
5025 Arapaho, Suite 515
Dallas, Texas 75248
Attention: Mr. L. Cade Havard,
Chief Executive Officer
If to Mr. Altman: Mr. Harry K. Altman
4849 Haverwood Ln., #201
Dallas, Texas 75287
10. Entire Agreement. Counterparts. Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto, including any consulting agreements. No party may assign this
Agreement or its rights or obligations hereunder without the written consent of
all other parties hereto. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, administrators, successors, and assigns. The headings
<PAGE> 3
Employment Agreement Between ETC and Harry K. Altman Page 3
herein are for convenience of reference only and shall not affect the meaning
or interpretation of this Agreement. This Agreement may be executed in multiple
counterparts, and by the parties in separate counterparts, each of which shall
be an original but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. CADE HAVARD
-----------------------------------------
L. Cade Havard
Chairman and Chief Executive Officer
MR. ALTMAN
/s/ HARRY K. ALTMAN
--------------------------------------------
Harry K. Altman
<PAGE> 1
EXHIBIT 10.7
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this lst day of July, 1996, the "Effective Date," by and among Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Robert L. Bonomi
("Mr. Bonomi").
ETC now desires to employ Mr. Bonomi as a programmer/analyst and for
systems support for ETC's Electra-Net and Mr. Bonomi desires to accept such
employment with ETC, all on the following terms and subject to the following
conditions.
NOW, THEREFORE, ETC and Mr. Bonomi hereby agree as follows.
1. Employment. ETC hereby employs Mr. Bonomi, and Mr. Bonomi hereby
accepts employment by ETC, for the term and compensation and subject to the
terms and conditions hereinafter set forth.
2. Duties of Mr. Bonomi. Mr. Bonomi shall serve as a
programmer/analyst and for systems support for Electra-Net, subject at all
times to the terms and conditions hereof and to the ultimate control and
direction of the President and the Board of Directors of ETC. Mr. Bonomi shall
not make any agreements, representations, or performance guarantees, or execute
or agree to any instruments or contracts, on behalf of ETC or any of its
subsidiaries or affiliates without prior consent of ETC's chief executive
officer or Board of Directors. During, the term of this Agreement, Mr. Bonomi
shall devote thirty (30) hours of his business week to the performance of the
duties and responsibilities contained in this Agreement. ETC recognizes that
Mr. Bonomi has other private clients for which he will be performing, services
and that he may use the office supplied by ETC for that purpose.
3. Compensation. As compensation for his services rendered to ETC in
the capacities set forth above, ETC shall pay to Mr. Bonomi a base salary of
five thousand dollars ($5,000) per month and he shall receive an incentive
attributable to his performance, the basis of which is to be determined within
thirty (30) days of the Effective Date of this agreement, which will be paid
retroactively to the Effective Date.
Mr. Bonomi will be given the option to purchase up to forty-five
thousand (45,000) shares of ETC stock at a price Of one dollar ($1.00) per one
thousand shares as follows. After one year of employment he may exercise his
option to purchase one-third (1/3) of the stock. After two
<PAGE> 2
Employment Agreement Between ETC and Robert L. Bonomi Page 2
years of employment he may exercise his option to purchase an additional
one-third (1/3) of the shares. After three years of employment he may purchase
the final one-third (1/3) of the shares.
Should this Agreement be terminated without cause by
ETC, the liquidated damages shall be payment of ninety (90) days base salary
to Mr. Bonomi. If such termination occurs after six months employment of the
current year term, Mr. Bonomi may exercise his stock option for that year at
that time.
4. Benefits. During the term hereof, Mr. Bonomi shall be entitled to
participate in any benefit plans, stock option plans, and medical insurance
programs, provided by ETC on the same basis as other ETC employees including
COBRA benefits if necessary.
5. Reimbursement of Expenses. ETC shall reimburse Mr. Bonomi for all
expenses actually incurred by him in connection with ETC business, provided
that such expenses are reasonable and are in accordance with ETC policies. Such
reimbursement shall be made to Mr. Bonomi upon appropriate documentation of
such expenditures in accordance with ETC policies.
6. Term. The term of this Agreement shall be for the period commencing
on July 1, 1996, and ending on October 1, 1996, subject to earlier termination
as provided in Section 7. The term of this Agreement is automatically extended
for one-year periods thereafter unless either party gives the other ten days
notice prior to the expiration date.
7. Termination. This Agreement and Mr. Bonomi's employment hereunder
shall terminate in the event of Mr. Bonomi's death or if Mr. Bonomi becomes
permanently disabled as determined by the ETC board of Directors. This
Agreement and Mr. Bonomi's employment hereunder may be terminated by ETC "for
cause" at any time the ETC Board of Directors determines, in the exercise of
its good faith judgment, that Mr. Bonomi has engaged in gross malfeasance or
willful misconduct in performing his duties hereunder and that his continued
employment by ETC no longer is in the best interests of ETC. Mr. Bonomi may
terminate this agreement at any time.
8. Noncompetition for Existing Clients After Termination. Mr. Bonomi
agrees, for a period of one year after the termination of this Agreement, not
to solicit, on his own behalf or on behalf of any future employer or other
entity, any business directly or indirectly related to the services and
products offered by ETC from any entity with which ETC or any of its
subsidiaries did business during the term The parties recognize that this
covenant not to compete for specified customers for a limited time period is an
integral part of this Agreement and that ETC would not enter into this
Agreement, or would do so only on the basis of decreased compensation to Mr.
Bonomi, without this covenant.
<PAGE> 3
Employment Agreement Between ETC and Robert L. Bonomi
Page 3
9. Nondisclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Mr. Bonomi will not disclose to any person
or entity not directly connected with ETC, or use for his own benefit, any of
the trade secrets, financial information, systems, records, or business methods
of ETC or its subsidiaries or affiliates, or any of the business relationships
between ETC or its subsidiaries or affiliates and any of their business
partners or customers, unless such disclosure shall be in direct connection
with or a part of Mr. Bonomi's performance of his duties hereunder. All
software development code written for ETC while Mr. Bonomi is employed by ETC
will be the intellectual property of ETC and will be protected by ETC
copyrights. The provisions of this section shall survive any termination of
this Agreement.
10. Notices. All notices hereunder shall be in writing and delivered
personally or sent by U.S. Mail or recognized courier service, addressed as
follows or to such other address for itself as any party may specify hereunder:
If to ETC Electronic Transmission Corporation
5025 Arapaho, Suite 515
Dallas, Texas 75248
Attention: Mr. L. Cade Havard,
Chief Executive Officer
If to Mr. Bonomi: Mr. Robert L. Bonomi
4432 Atlanta Dr.
Plano, Texas 75093
11. Entire Agreement, Counterparts, Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto. No party may assign this Agreement or its rights or obligations
hereunder without the written consent of all other parties hereto. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, administrators, successors, and
assigns. The headings herein are for convenience of reference only and shall
not affect the meaning or interpretation of this Agreement. This Agreement may
be executed in multiple counterparts, and by the parties in separate
counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas.
<PAGE> 4
Employment Agreement Between ETC and Robert L. Bonomi
Page 4
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. CADE HAVARD
--------------------------------------
L. Cade Havard
President and Chief Executive Officer
Mr. Bonomi
/s/ ROBERT L. BONOMI
-------------------------------------------
Robert L. Bonomi
<PAGE> 1
EXHIBIT 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this 15th day of June, 1996, the "Effective Date," by and among Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Dan A. Doughty ("Mr.
Doughty").
ETC now desires to employ Mr. Doughty as a benefits negotiator and Mr.
Doughty desires to accept such employment with ETC, all on the following terms
and subject to the following conditions.
NOW, THEREFORE, ETC and Mr. Doughty hereby agree as follows.
1. Employment. ETC hereby employs Mr. Doughty, and Mr. Doughty hereby
accepts employment by ETC, for the term and compensation and subject to the
terms and conditions hereinafter set forth.
2. Duties of Mr. Doughty. Mr. Doughty shall serve as a benefits
negotiator, subject at all times to the terms and conditions hereof and to the
ultimate control and direction of the President, the Chief Executive Officer,
and the Board of Directors of ETC. In that capacity, Mr. Doughty shall have a
substantial role in the marketing by ETC of the services it offers on the
"electra-net". Mr. Doughty shall not make any agreements, representations, or
performance guarantees, or execute or agree to any instruments or contracts, on
behalf of ETC or any of its subsidiaries or affiliates without prior consent of
ETC's chief executive officer or Board of Directors. During the term of this
Agreement, Mr. Doughty shall devote his entire business day and efforts to the
performance of the duties and responsibilities contained in this Agreement.
3. Compensation. As compensation for her services rendered to ETC in
the capacities set forth above, ETC shall pay to Mr. Doughty a base salary of
four thousand dollars ($4,000) per month and he shall receive a commission of
ten percent (10%) of ETC's fee when paid on the initial claim concurrent with
enrollment of a client into the "electra-net" attributable to his efforts. The
percentage specified above of the fee so calculated for each calendar month
during the term hereof, less any authorized deductions, shall be paid to Mr.
Doughty in the next calendar month. There shall be no carry-over from one month
to the next of any negative net income.
Should this Agreement be terminated without cause by ETC, the
liquidated damages shall be payment of ninety (90) days base salary to Mr.
Doughty. If such termination occurs after six months employment of the current
year term, Mr. Doughty may exercise his stock option for that year at that
time.
<PAGE> 2
Employment Agreement Between ETC and Dan A. Doughty
Page 2
Mr. Doughty will be given the option to purchase up to forty-five
thousand (45,000) shares of ETC stock at a price of one dollar ($1.00) per one
thousand shares as follows. After one year of employment he may exercise his
option to purchase one-third (1/3) of the stock. After two years of employment
he may exercise his option to purchase and additional one-third (1/3) of the
shares. After three years of employment he may purchase the final one-third
(1/3) of the shares.
4. Benefits. During the term hereof, Mr. Doughty shall be entitled to
participate in any benefit plans, stock option plans, and medical insurance
programs, provided by ETC on the same basis as other ETC employees including
COBRA benefits if necessary. ETC will additionally provide medical insurance
for Mr. Doughty's immediate family.
5. Reimbursement of Expenses. ETC shall reimburse Mr. Doughty for all
expenses actually incurred by him in connection with ETC business, provided
that such expenses are reasonable and are in accordance with ETC policies. Such
reimbursement shall be made to Mr. Doughty upon appropriate documentation of
such expenditures in accordance with ETC policies.
6. Term. The term of this Agreement shall be for the period commencing
on June 15, 1996, and ending on June 15, 1997, subject to earlier termination
as provided in Section 7. The term of this Agreement is automatically extended
for one-year periods unless either party gives the other ten days notice prior
to the expiration date.
7. Termination. This Agreement and Mr. Doughty's employment hereunder
shall terminate in the event of Mr. Doughty's death or if Mr. Doughty becomes
permanently disabled as determined by the ETC board of Directors. This
Agreement and Mr. Doughty's employment hereunder may be terminated by ETC "for
cause" at any time the ETC Board of Directors determines, in the exercise of
its good faith judgment, that Mr. Doughty has engaged in gross malfeasance or
willful misconduct in performing his duties hereunder and that his continued
employment by ETC no longer is in the best interests of ETC. Mr. Doughty may
terminate this agreement at any time.
8. Noncompetition for Existing Clients After Termination. Mr. Doughty
agrees, for a period of six months after the termination of this Agreement, not
to solicit, on his own behalf or on behalf of any future employer or other
entity, any business from any entity with which ETC or any of its subsidiaries
did business during the term. The parties recognize that this covenant not to
compete for specified customers for a limited time period is an integral part
of this Agreement and that ETC would not enter into this Agreement, or would do
so only on the basis of decreased compensation to Mr. Doughty, without this
covenant.
<PAGE> 3
Employment Agreement Between ETC and Dan A. Doughty
Page 3
9. Nondisclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Mr. Doughty will not disclose to any
person or entity not directly connected with ETC, or use for his own benefit,
any of the trade secrets, financial information, systems, records, or business
methods of ETC or its subsidiaries or affiliates, or any of the business
relationships between ETC or its subsidiaries or affiliates and any of their
business partners or customers, unless such disclosure shall be in direct
connection with or a part of Mr. Doughty's performance of his duties hereunder.
All software development code written while Mr. Doughty is employed by ETC will
be the intellectual property of ETC and will be protected by ETC copyrights.
The provisions of this section shall survive any termination of this Agreement.
10. Notices. All notices hereunder shall be in writing and delivered
personally or sent by U.S. Mail or recognized courier service, addressed as
follows or to such other address for itself as any party may specify hereunder:
If to ETC: Electronic Transmission Corporation
5025 Arapaho, Suite 515
Dallas, Texas 75248
Attention: Mr. L. Cade Havard,
Chief Executive Officer
If to Mr. Doughty: Mr. Dan A. Doughty
Rt. 5 Box 39
Carthage, Texas 75633
11. Entire Agreement. Counterparts. Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto. No party may assign this Agreement or its rights or obligations
hereunder without the written consent of all other parties hereto. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, administrators, successors, and
assigns. The headings herein are for convenience of reference only and shall
not affect the meaning or interpretation of this Agreement. This Agreement may
be executed in multiple counterparts, and by the parties in separate
counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas.
<PAGE> 4
Employment Agreement Between ETC and Dan A. Doughty
Page 4
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. CADE HAVARD
--------------------------------------
L. Cade Havard
President and Chief Executive Officer
Mr. Doughty
/s/ DAN A. DOUGHTY
-------------------------------------------
Dan A. Doughty
<PAGE> 1
EXHIBIT 10.9
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this lst day of August, 1996, the Effective Date, by and between Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Julie L. Krueger
("Ms. Krueger").
ETC desires to employ Ms. Krueger as its Manager of Workers
Compensation Services and Ms. Krueger desires to accept such employment with
ETC, all on the following terms and subject to the following conditions.
NOW, THEREFORE, ETC and Ms. Krueger hereby agree as follows.
1. Employment. ETC hereby employs Ms. Krueger, and Ms. Krueger hereby
accepts employment by ETC, for the term and compensation and subject to the
terms and conditions hereinafter set forth.
2. Duties of Ms. Krueger. Ms. Krueger shall serve in the capacity of
Manager of Workers Compensation Services. In that capacity, Ms. Krueger shall
have responsibility for managing Workers Compensation services of ETC. Ms.
Krueger shall not make any agreements, representations, or performance
guarantees, or execute or agree to any instruments or contracts, on behalf of
ETC or any of its subsidiaries or affiliates without prior consent of ETC's
chief executive officer or Board of Directors. During the term of this
Agreement, Ms. Krueger shall devote her entire business time and efforts to the
performance of the duties and responsibilities contained in this Agreement.
3. Compensation. As compensation for her services rendered to ETC in
the capacities set forth above, ETC shall pay Ms. Krueger at the rate of fifty
thousand dollars ($50,000) per year. Within ninety days an incentive program
will be developed to add additional compensation based on Ms. Krueger's and
ETC's performances in the Workers Compensation program.
Ms. Krueger also has the option to purchase up to fifty thousand
(50,000) shares of ETC stock at a rate of one dollar ($1.00) per one thousand
(1,000) shares to be exercised at the rate of one third on August 1, 1997, one
third on August 1, 1998, and the remaining one third on August 1, 1999. Ms.
Krueger must be an employee of ETC or its successor company on the
aforementioned dates to earn the stock.
4. Benefits. During the term hereof, Ms. Krueger shall be entitled to
medical insurance programs provided by ETC on the same basis as other ETC
employees. Ms. Krueger will also be allowed to take a one week vacation in
October and will be paid for that time, taken 11/11 - 11/15/96.
<PAGE> 2
Employment Agreement Between ETC and Julie L. Krueger Page 2
5. Reimbursement of Expenses. ETC shall reimburse Ms. Krueger for all
pre-approved travel and other expenses actually incurred by her in connection
with ETC business, provided that such expenses are reasonable and are in
accordance with ETC policies. Such reimbursement shall be made to Ms. Krueger
upon appropriate documentation of such expenditures in accordance with ETC
policies.
6. Term. This Agreement is for a term of three years from the
Effective date. Should ETC cancel this Agreement for any reason other than for
cause, the liquidated damages shall be payment of fifteen percent (15%) of any
compensation due to Ms. Krueger under this Agreement, including stock options
and incentive programs if canceled during the first year of employment, twenty
percent (20%) of any compensation due if canceled during the second year of
employment, and twenty five percent (25%) of any compensation due if canceled
during the third year of employment.
7. Termination. This Agreement and Ms. Krueger's employment hereunder
shall terminate in the event of Ms. Krueger's death or if Ms. Krueger becomes
permanently disabled as determined by the ETC Board of Directors.
8. Non-Disclosure of Information and Trade Secrets. During her
employment hereunder and thereafter, Ms. Krueger will not disclose to any
person or entity not directly connected with ETC, or use for her own benefit,
any of the trade secrets, financial information, systems, records, or business
methods of ETC or its subsidiaries or affiliates, or any of the business
relationships between ETC or its subsidiaries or affiliates and any of their
business partners or customers, unless such disclosure shall be in direct
connection with or a part of Ms. Krueger's performance of her duties hereunder.
9. Notices. All notices hereunder shall be in writing and delivered
personally or sent by U.S. Mail or recognized courier service, addressed as
follows or to such other address for itself as any party may specify hereunder:
If to ETC: Electronic Transmission Corporation
5025 Arapaho, Suite 515
Dallas, Texas 75248
Attention: Mr. L. Cade Havard,
Chief Executive Officer
If to Ms. Krueger Ms. Julie L. Krueger
600 Essex Place
Euless, Texas 76039
10. Entire Agreement, Counterparts, Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may
<PAGE> 3
Employment Agreement Between ETC and Julie L. Krueger Page 3
be amended, supplemented, or waived in whole or in part only by an instrument
in writing executed by the parties hereto, including any consulting agreements.
No party may assign this Agreement or its rights or obligations hereunder
without the written consent of all other parties hereto. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, administrators, successors, and
assigns. The headings herein are for convenience of reference only and shall
not affect the meaning or interpretation of this Agreement. This Agreement may
be executed in multiple counterparts, and by the parties in separate
counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. CADE HAVARD
--------------------------------------
L. Cade Havard
Chairman and Chief Executive Officer
MS. KRUEGER
/s/ JULIE L. KRUEGER
--------------------------------------
Julie L. Krueger
<PAGE> 1
EXHIBIT 10.10
[ELECTRONIC TRANSMISSION CORPORATION LETTERHEAD]
May 28, 1996
Mr. Lyndel Ray McGee
2720 S. Hillbrier Circle
Plano, Texas 75075-1974
Dear Mr. McGee:
This letter will serve as the agreement between you and Electronic
Transmission Corporation ("ETC") concerning employment with ETC to begin June
15, 1996. You will agree to execute an employee nondisclosure/noncompete
agreement with ETC. ETC will pay you a salary of four thousand dollars ($4,000)
per month which will be paid by an employee leasing company with which ETC has
contracted. After six months you will be paid a bonus of six thousand dollars
($6,000) and will have a salary review. You will receive all the medical
insurance and other benefits as provided by that employee leasing company or
any such leasing company ETC may use. You will have the right to participate in
any pension and/or profit sharing plans and employee stock plans implemented by
ETC.
You will additionally receive the option to purchase up to 10,000
shares of ETC stock at a price of one dollar ($ 1.00) per one thousand shares
as follows. The stock will be held in escrow for you. After six months of
employment, you may exercise your option to purchase five thousand (5,000)
shares of the stock. After twelve months of employment, you may exercise your
option to purchase the rest of the stock.
If this letter correctly reflect the agreement, please execute in
the space provided below and return an executed copy to me.
Sincerely, AGREED AND ACCEPTED this 31st day of
May, 1996
/s/ LYNDEL RAY MCGEE
L. Cade Havard ------------------------------------
Chairman, CEO Lyndel Ray McGee
<PAGE> 1
EXHIBIT 10.11
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this lst day of July, 1996, the Effective Date, by and between Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Tammy L. Newman
("Ms. Newman").
ETC desires to employ Ms. Newman as its Operations Manager for
Electra-Net, L.C. ("Electra-Net") and Ms. Newman desires to accept such
employment with ETC, all on the following terms and subject to the following
conditions.
NOW, THEREFORE, ETC and Ms. Newman hereby agree as follows.
1. Employment. ETC hereby employs Ms. Newman, and Ms. Newman
hereby accepts employment by ETC, for the term and compensation and subject to
the terms and conditions hereinafter set forth.
2. Duties of Ms. Newman. Ms. Newman shall serve in the capacity
of Operations Manager for Electra-Net. In that capacity, Ms. Newman shall have
responsibility for managing operations of Electra-Net. Ms. Newman shall not
make any agreements, representations, or performance guarantees, or execute or
agree to any instruments or contracts, on behalf of ETC or any of its
subsidiaries or affiliates without prior consent of ETC's chief executive
officer or Board of Directors. During the term of this Agreement, Ms. Newman
shall devote her entire business time and efforts to the performance of the
duties and responsibilities contained in this Agreement.
3. Compensation. As compensation for her services rendered to ETC
in the capacities set forth above, ETC shall pay Ms. Newman at the rate of
thirty-five thousand dollars ($35,000) per year. Within ninety days an
incentive program will be developed to add additional compensation based on Ms.
Newman's and ETC's performances.
Ms. Newman also has the option to purchase up to thirty thousand
(30,000) shares of ETC stock at a rate of one dollar ($1.00) per one thousand
(1,000) shares to be exercised at the rate of one third on August 1, 1997, one
third on August 1, 1998, and the remaining one third on August 1, 1999. Ms.
Newman must be an employee of ETC or its successor company on the
aforementioned dates to earn the stock.
4. Benefits. During the term hereof, Ms. Newman shall be entitled
to medical insurance programs provided by ETC on the same basis as other ETC
employees.
<PAGE> 2
Employment Agreement Between ETC and Tammy L. Newman Page 2
5. Reimbursement of Expenses. ETC shall reimburse Ms. Newman for
all pre-approved travel and other expenses actually incurred by her in
connection with ETC business, provided that such expenses are reasonable and
are in accordance with ETC policies. Such reimbursement shall be made to Ms.
Newman upon appropriate documentation of such expenditures in accordance
with ETC policies.
6. Term. This Agreement is for a term of two years from the
Effective date, but may be canceled by Ms. Newman at any time without penalty.
Should ETC cancel this Agreement for any reason other than for cause, the
liquidated damages shall be payment of two weeks salary to Ms. Newman if
canceled before January 1, 1997, or one months salary if canceled after that
date.
7. Termination. This Agreement and Ms. Newman's employment
hereunder shall terminate in the event of Ms. Newman's death or if Ms. Newman
becomes permanently disabled as determined by the ETC Board of Directors.
8. Non-Disclosure of Information and Trade Secrets. During her
employment hereunder and thereafter, Ms. Newman will not disclose to any
person or entity not directly connected with ETC, or use for her own benefit,
any of the trade secrets, financial information, systems, records, or business
methods of ETC or its subsidiaries or affiliates, or any of the business
relationships between ETC or its subsidiaries or affiliates and any of their
business partners or customers, unless such disclosure shall be in direct
connection with or a part of Ms. Newman's performance of her duties hereunder.
9. Notices. All notices hereunder shall be in writing and
delivered personally or sent by U.S. Mail or recognized courier service,
addressed as follows or to such other address for itself as any party may
specify hereunder:
If to ETC: Electronic Transmission Corporation
5025 Arapaho, Suite 515
Dallas, Texas 75248
Attention: Mr. L. Cade Havard,
Chief Executive Officer
If to Ms. Newman: Ms. Tammy L. Newman
13310 Challaburton Dr.
Farmers Branch, Texas 75234
10. Entire Agreement, Counterparts, Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing, executed by the
parties hereto, including any consulting agreements. No party may assign this
Agreement or its rights or obligations hereunder without the written consent of
all other parties hereto. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of
<PAGE> 3
Employment Agreement Between ETC and Tammy L. Newman Page 3
the parties hereto and their respective heirs, administrators, successors, and
assigns. The headings herein are for convenience of reference only and shall
not affect the meaning, or interpretation of this Agreement. This Agreement may
be executed in multiple counterparts, and by the parties in separate
counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. CADE HAVARD
--------------------------------------
L. Cade Havard
Chairman and Chief Executive Officer
MS. NEWMAN
/s/ TAMMY L. NEWMAN
------------------------------------------
Tammy L. Newman
<PAGE> 1
EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made and entered into
this 17th day of June, 1996, the "Effective Date," by and among Electronic
Transmission Corporation, a Texas corporation ("ETC"), and Mark L. Roden ("Mr.
Roden").
ETC now desires to employ Mr. Roden to manage ETC's Electra-Net and
Mr. Roden desires to accept such employment with ETC, all on the following
terms and subject to the following conditions.
NOW, THEREFORE, ETC and Mr. Roden hereby agree as follows.
1. Employment. ETC hereby employs Mr. Roden, and Mr. Roden hereby
accepts employment by ETC, for the term and compensation and subject to the
terms and conditions hereinafter set forth.
2. Duties of Mr. Roden. Mr. Roden shall serve manager of Electra-Net,
subject at all times to the terms and conditions hereof and to the ultimate
control and direction of the President and the Board of Directors of ETC. In
that capacity, Mr. Roden shall have a substantial role in the management by ETC
of the services it offers on Electra-Net. Mr. Roden shall not make any
agreements, representations, or performance guarantees, or execute or agree to
any instruments or contracts, on behalf of ETC or any of its subsidiaries or
affiliates without prior consent of ETC's chief executive officer or Board of
Directors. During the term of this Agreement, Mr. Roden shall devote his entire
business day and efforts to the performance of the duties and responsibilities
contained in this Agreement.
3. Compensation. As compensation for his services rendered to ETC in
the capacities set forth above, ETC shall pay to Mr. Roden a base salary of
three thousand five hundred dollars ($3,500) per month and he shall receive a
commission attributable to his efforts, the basis of which is to be determined
within ninety (90) days of the Effective Date of this agreement, but in no case
less than one thousand five hundred dollars ($1,500) per month paid monthly
during the term of this agreement.
Mr. Roden will be given the option to purchase up to forty-five
thousand (45,000) shares of ETC stock at a price of one dollar ($1.00) per one
thousand shares as follows. After one year of employment he may exercise his
option to purchase one-third (1/3) of the stock. After two
<PAGE> 2
Employment Agreement Between ETC and Mark L. Roden
Page 2
years of employment he may exercise his option to purchase an additional
one-third (1/3) of the shares. After three years of employment he may purchase
the final one-third (1/3) of the shares.
Should this Agreement be terminated without cause by ETC, the
liquidated damages shall be payment of ninety (90) days base salary to Mr.
Roden. If such termination occurs after six months employment of the current
year term, Mr. Roden may exercise his stock option for that year at that time.
4. Benefits. During the term hereof, Mr. Roden shall be entitled to
participate in any benefit plans, stock option plans, and medical insurance
programs, provided by ETC on the same basis as other ETC employees including
COBRA benefits if necessary.
5. Reimbursement of Expenses. ETC shall reimburse Mr. Roden for all
expenses actually incurred by him in connection with ETC business, provided
that such expenses are reasonable and are in accordance with ETC policies. Such
reimbursement shall be made to Mr. Roden upon appropriate documentation of such
expenditures in accordance with ETC policies.
6. Term. The term of this Agreement shall be for the period commencing
on June 17, 1996, and ending on September 15, 1996, subject to earlier
termination as provided in Section 7. The term of this Agreement is
automatically extended for one-year periods thereafter unless either party
gives the other ten days notice prior to the expiration date.
7. Termination. This Agreement and Mr. Roden's employment hereunder
shall terminate in the event of Mr. Roden's death or if Mr. Roden becomes
permanently disabled as determined by the ETC board of Directors. This
Agreement and Mr. Roden's employment hereunder may be terminated by ETC "for
cause" at any time the ETC Board of Directors determines, in the exercise of
its good faith judgment, that Mr. Roden has engaged in gross malfeasance or
willful misconduct in performing his duties hereunder and that his continued
employment by ETC no longer is in the best interests of ETC. Mr. Roden may
terminate this agreement at any time.
8. Noncompetition for Existing Clients After Termination. Mr. Roden
agrees, for a period of six months after the termination of this Agreement, not
to solicit, on his own behalf or on behalf of any future employer or other
entity, any business from any entity with which ETC or any of its subsidiaries
did business during the term The parties recognize that this covenant not to
compete for specified customers for a limited time period is an integral part
of this Agreement and that ETC would not enter into this Agreement, or would do
so only on the basis of decreased compensation to Mr. Roden, without this
covenant.
<PAGE> 3
Employment Agreement Between ETC and Mark L. Roden
Page 3
9. Nondisclosure of Information and Trade Secrets. During his
employment hereunder and thereafter, Mr. Roden will not disclose to any person
or entity not directly connected with ETC, or use for his own benefit, any of
the trade secrets, financial information, systems, records, or business methods
of ETC or its subsidiaries or affiliates, or any of the business relationships
between ETC or its subsidiaries or affiliates and any of their business
partners or customers, unless such disclosure shall be in direct connection
with or a part of Mr. Roden's performance of his duties hereunder. All software
development code written while Mr. Roden is employed by ETC will be the
intellectual property of ETC and will be protected by ETC copyrights. The
provisions of this section shall survive any termination of this Agreement.
10. Notices. All notices hereunder shall be in writing and delivered
personally or sent by U.S. Mail or recognized courier service, addressed as
follows or to such other address for itself as any party may specify hereunder:
If to ETC: Electronic Transmission Corporation
5025 Arapaho, Suite 515
Dallas, Texas 75248
Attention: Mr. L. Cade Havard,
Chief Executive Officer
If to Mr. Roden: Mr. Mark L. Roden
1113 Colony St.
Flower Mound, Texas 75028
11. Entire Agreement, Counterparts, Governing Law. This Agreement
expresses the complete understanding of the parties with respect to the subject
matter hereof, superseding all prior or contemporaneous understandings,
arrangements, or agreements of the parties, and may be amended, supplemented,
or waived in whole or in part only by an instrument in writing executed by the
parties hereto. No party may assign this Agreement or its rights or obligations
hereunder without the written consent of all other parties hereto. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, administrators, successors, and
assigns. The headings herein are for convenience of reference only and shall
not affect the meaning or interpretation of this Agreement. This Agreement may
be executed in multiple counterparts, and by the parties in separate
counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas.
<PAGE> 4
Employment Agreement Between ETC and Mark L. Roden
Page 4
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed and delivered by its duly authorized representatives, on and
effective as of the Effective Date.
ELECTRONIC TRANSMISSION CORPORATION
By: /s/ L. CADE HAVARD
--------------------------------------
L. Cade Havard
President and Chief Executive Officer
Mr. Roden
/s/ MARK L. RODEN
------------------------------------------
Mark L. Roden
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in the this Registration Statement on Form S-8 of
our report dated March 10, 1997 relating to the financial statements of
Electronic Transmission Corporation for the years ended December 31, 1996 and
1995.
/s/ SIMONTON, KUTAC & BARNIDGE, L.L.P.
- ------------------------------------------
Simonton, Kutac & Barnidge, L.L.P.
Houston, Texas
June 13, 1997
<PAGE> 2
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-8 of our
report dated March 23, 1997 relating to the financial statements of ETC
Transaction Corporation for the years ended December 31, 1996 and 1995, and our
special purpose pro forma report dated March 23, 1997 relating to the financial
statements of ETC Transaction Corporation and Electronic Transmission
Corporation for the years ended December 31, 1996 and 1995.
/s/ SIMONTON, KUTAC & BARNIDGE, L.L.P.
- -----------------------------------------
Simonton, Kutac & Barnidge, L.L.P.
Houston, Texas
June 13, 1997
