-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A5dL2fqp3RyAjNm8H0Z9ygWBm6Mk0aMDskLlxtjF48uc4hOKdjxyZDWvYRUf2LeG cTpGuzsMu7r9q1/IDZXjRQ== 0000922423-04-000944.txt : 20040616 0000922423-04-000944.hdr.sgml : 20040616 20040616171612 ACCESSION NUMBER: 0000922423-04-000944 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20040616 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIRELESS FRONTIER INTERNET INC CENTRAL INDEX KEY: 0000038981 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 760402886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08281 FILM NUMBER: 04866842 BUSINESS ADDRESS: STREET 1: 104 WEST CALLAGHAN CITY: FORT STOCKTON STATE: TX ZIP: 79735 BUSINESS PHONE: 4323360336 MAIL ADDRESS: STREET 1: 9454 WILSHIRE BLVD STREET 2: 6TH FLOOR CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: FREMONT CORP DATE OF NAME CHANGE: 19930713 8-K 1 kl06048_8k.txt FORM 8-K CURRENT REPORT - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 16, 2004 ------------------------------- WIRELESS FRONTIER INTERNET, INC. (F/K/A Fremont Corp) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-08281 76-0402866 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 104 West Callaghan Street Fort Stockton, Texas 79735 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (432) 336-0336 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. Certain officers of Wireless Frontier Internet, Inc. (the "Company") have agreed to contribute to the capital of the Company the number of issued and outstanding shares of the common stock, par value $0.001 per share (the "Common Stock"), of the Company set forth opposite his name below. Shareholder Number of Shares ----------- ---------------- Alex J. Gonzalez 13,762,122 Joe Chris Alexander 883,334 Ronald J. Marosko, Jr. 883,334 Jaime R. Velasco 1,100,000 Pursuant to a written agreement, dated as of June 9, 2004, the Company and Strategic Abstract & Title Corporation ("Strategic Abstract") agreed to annul the transaction on June 30, 2003 between the parties pursuant to which the Company had acquired all the assets of Strategic Abstract (the "Strategic Assets") and as consideration therefor, had issued to Strategic Abstract 4,166,640 shares of Common Stock. In connection with such annulment, (i) Strategic Abstract agreed to contribute to the capital of the Company 3,791,210 shares of Common Stock that it had received from the Company as partial consideration for the initial sale; and (ii) the Company agreed to return to Strategic Abstract the Strategic Assets and to issue to Patrick Cordero, the owner of Strategic Abstract, a five-year warrant to purchase up to 250,000 shares of Common Stock, which warrant shall be exercisable at any time commencing on December 31, 2004, at an exercise price of $0.25 per share. As of June 14, 2004, and prior to giving effect to the transactions described in the preceding paragraphs, the Company had issued and outstanding 65,497,386 shares of Common Stock. On June 7, 2004, the Company entered into employment agreements with the following officers of the Company: Alex J. Gonzalez, Joe Chris Alexander, Ronald J. Marosko, Jr. and Kelly E. Simmons. The Company approved the grant to certain of its officers of employee stock options to purchase the number of shares of Common Stock set forth opposite his name below. Each option will be vested immediately and be exercisable as follows: (i) 25% of such option shall become exercisable on December 31, 2004 at a price of $0.25 per share; (ii) an additional 25% of such option shall become exercisable on December 31, 2005 at a price of $0.31 per share; (iii) an additional 25% of such option shall become exercisable on December 31, 2006 at a price of $0.40 per share; and (iv) an additional 25% of such option shall become exercisable on December 31, 2007 at price of $0.50 per share. The exercise of these options will be conditioned upon the satisfaction of certain conditions set forth in each shareholder's respective option agreements. Shareholder Number of Options to be Granted ----------- ------------------------------- Alex J. Gonzalez 13,762,122 Joe Chris Alexander 883,334 Ronald J. Marosko, Jr. 883,334 Jaime R. Velasco 1,100,000 The Company's board of directors authorized the Company to take all necessary actions to approve an employee stock option plan which would provide for the issuance of up to 20,000,000 shares of Common Stock. In March 2004, the Company issued convertible debentures to a number of noteholders, in the aggregate principal amount of $1,315,000, at an interest rate of 10%, and warrants to purchase an aggregate of 7,655,000 shares of Common Stock at an exercise price of $0.20 per share. Under the terms of the debentures, the noteholders had the option to convert the principal balance of the debentures, in whole or in part, into shares of Common Stock at a conversion price equal to $0.20 per share. These debentures matured on April 11, 2004, and the Company was unable to pay off the debentures at maturity. The Company agreed with holders of the debentures (including certain holders that are affiliates of the Placement Agent) representing this indebtedness to extend the maturity of this indebtedness to August 11, 2004. The note is now convertible at $0.10 per share, and the warrants attached are exercisable at $0.05 per share. In addition, the holders of the debentures agreed not to convert their notes into shares of Common Stock if the Company paid off the notes in full, on or prior to August 13, 2004. Jaime R. Velasco, formerly Executive Vice President of the Company, became Executive Vice President of Wireless Frontier Internet, Inc. (TX), a wholly-owned subsidiary of the Company, effective June 7, 2004. The Company issued a press release on June 10, 2004 announcing that Kelly E. Simmons had joined the Company as its Chief Financial Officer. The Company also confirmed in the same press release that it had ceased acquisition discussions with IPVoice Communications, Inc. A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 10.1 Employment Agreement, dated as of June 7, 2004, by and between Wireless Frontier Internet, Inc. and Alex J. Gonzalez Exhibit 10.2 Employment Agreement, dated as of June 7, 2004, by and between Wireless Frontier Internet, Inc. and Joe Chris Alexander Exhibit 10.3 Employment Agreement, dated as of June 7, 2004, by and between Wireless Frontier Internet, Inc. and Ronald J. Marosko, Jr. Exhibit 10.4 Employment Agreement, dated as of June 7, 2004, by and between Wireless Frontier Internet, Inc. and Kelly E. Simmons Exhibit 99.1 Press Release dated June 10, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WIRELESS FRONTIER INTERNET, INC. -------------------------------- (Registrant) By: /s/ Kelly E. Simmons ------------------------------ Name: Kelly E. Simmons Title: Chief Financial Officer Dated: June 16, 2004 EX-10 2 kl06048_ex10-1.txt EXHIBIT 10.1 EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT This Agreement, dated as of June 7, 2004 but effective as of January 1, 2004, is between Wireless Frontier Internet, Inc. ("Employer" or the "Company"), and Alex J. Gonzalez("Employee"). Employer and Employee agree to the following terms and conditions of employment. 1. Period of Employment. Employer shall employ Employee to render services to Employer in the position and with the duties and responsibilities described in Section 2 for the period of three (3) years commencing on the date of this Agreement and will automatically renew an additional three (3) year term unless Employment is terminated in accordance with Section 4. 2. Position and Responsibilities. (a) Position. Employee accepts employment with the Company as Chief Executive Officer and shall perform all services appropriate to that position, as well as such other duties and services as may be assigned by Employer. Employee shall devote his best efforts to the performance of his duties. Employee shall be subject to the direction of the Board of Directors, which shall retain full control of the means and methods by which he performs the above services and of the place(s) at which all services are rendered. (b) Extent of Services. Employee shall devote his entire business time, attention and energies to the business of the Company so long as employment with the company continues. The foregoing, however, shall not preclude Employee from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to private investments or from serving on the boards of directors of other entities, as long as such activities and services do not interfere or conflict with his responsibilities to the company. 1 (c) Representations and Warranties. Employee represents and warrants that his execution of this Agreement, his employment with Employers, and the performance of his proposed duties under this Agreement shall not violate any obligations he may have to any former employer (or other person or entity), including any obligations with respect to proprietary or confidential information of any other person or entity. Employee agrees that he will not use for the benefit of, or disclose to, Employer any confidential information belonging to any former employer or other entity unless he has written permission from the employer or entity to do so (or unless Employer has been granted such permission). 3. Compensation and Benefits. (a) Base Salary. (1) In consideration of the services to be rendered under this Agreement, Employee shall receive Base Salary as provided herein. For purposes of this Agreement, Base Salary shall mean a minimum cash salary in the total amount of Twelve Thousand Five Hundred dollars ($12,500) per month, payable semi-monthly, pursuant to the procedures regularly established and as they may be amended by Employer during the Period of Employment, as well as other compensation provided in this Section 3. Base Salary may be deferred at the option of Employee, and in such case, Base Salary shall accrue interest at prime plus 1% as quoted in the Wall Street Journal. Employee has the option to convert any or all Base Salary and accrued interest in a cash lump sum payment, or may accept payment in Employer's common stock restricted under Rule 144 at a conversion rate of One Hundred Ten percent (110%) of the average closing bid during the month prior to the month being compensated. (2) As Employee becomes eligible, Employee shall have the right to participate in and to receive benefits from any Employer stock option plan generally made available to similarly situated employees of Employer. (3) Base Salary shall be adjusted by any tax withholdings required under applicable law. 2 (b) Benefits. Employee shall be entitled to fringe benefits comparable to similarly situated executives, officers or directors of the Company, including paid annual tax preparation assistance. As Employee becomes eligible, Employee shall have the right to participate in and to receive benefits from all present and future benefit plans generally made available to similarly situated employees of Employer. The amount and extent of benefits to which Employee is entitled shall be governed by the Company's specific benefit plans, as amended. Employee shall also be entitled to any benefits or compensation tied to termination as described in Section 4. No oral statement concerning benefits or compensation to which Employee is entitled shall alter in any way the term of this Agreement or its termination. (c) Insurance and Indemnity. Employer shall obtain and pay for the benefit of Employee director's and officer's liability insurance coverage to protect Employee from personal liability to the fullest extent allowed by law for acts undertaken as an officer or director of Employer or an Affiliate. Furthermore, to the fullest extent allowed by law, Employer shall indemnify Employee for and hold Employee harmless from any and all claims or causes of action arising out of Employee's exercise of his duties as an employee, officer or director of Employer or an Affiliate. Employer shall also provide full benefits package, including family medical insurance, employee disability and life insurance ($1,000,000) coverage for the term of this agreement, with beneficiaries to be determined by Employee. (d) Bonus. (1) Employee is eligible for annual cash bonuses as awarded by the Board of Directors. Employee is also eligible for stock option awards as awarded by the Board of Directors per the Employee Stock Option Plan. (2) Employee will upon execution of this Agreement, receive Employee Stock Options according to the following schedule with the corresponding exercise prices: - December 31, 2004 - 3,440,531 shares - $0.20 exercise price - December 31, 2005 - 3,440,531 shares - $0.25 exercise price - December 31, 2006 - 3,440,530 shares - $0.31 exercise price - December 31, 2007 - 3,440,530 shares - $0.40 exercise price These options will entitle Employee to purchase from Wireless Frontier Internet, Inc. the number of shares of Common Stock listed for a period of five (5) years. 3 4. Termination of Employment (a) By Notice. Employer or Employee may terminate Employee's employment without Cause (as defined below) by providing the other with sixty (60) days advance written notice. In the event Employer exercises its right to terminate under this subsection, Employee shall have the option, in his complete discretion, to terminate Employee's employment at any time prior to the end of such notice period, however, Employer shall nevertheless pay to Employee all compensation due and owing through the last day actually worked, plus an amount equal to the base salary Employee would have earned through the balance of the above notice period, plus $100,000. In addition, Employer shall pay to Employee a Severance Payment, as described in Paragraph 4(g) below, which payment shall be in lieu of any liquidated damages under this Agreement for any alleged breach of Employer. (b) By Death. The Period of Employment shall terminate automatically upon the death of Employee. All stock options, warrants and bonus stock shall vest and be due. In addition, Employer shall pay to Employee's beneficiaries or estate, as appropriate, any Base Salary, other compensation and benefits then due and owing, including payment for accrued unused vacation, if any, as well as death benefits to the surviving heirs in the amount equal to 50% of Employee's Base Salary for the next thirty-six (36) months following the date of death. Thereafter, all obligations of Employer under this Agreement shall cease. Nothing in this subsection shall affect any entitlement of Employee's heirs to the benefits of any life insurance plan or other applicable benefits. (c) By Employer For Cause. At any time, and without prior notice, Employer may terminate Employee for Cause. Employer shall pay to Employee all compensation due and owing through the last day actually worked, plus an amount equal to the base salary less amount actually paid, if salary has been accrued in lieu of full salary payment. Employer shall pay Employee all compensation then due and owing; In addition, Employer shall pay to Employee a Severance Payment, as described in Paragraph 4(g) below, which payment shall be in lieu of any liquidated damages under this Agreement for any alleged breach of Employer. Thereafter, all of Employer's obligations under this Agreement shall cease. Termination shall be for "Cause" if Employee: (i) breached or habitually neglected the duties of the CEO or President which he was required by this Agreement or the Board of Directors to perform, or (ii) committed act(s) of dishonesty, theft, embezzlement, 4 fraud, misrepresentation, or other act(s) or moral turpitude against the Company, its subsidiaries or affiliates, it shareholders or its employees. Additionally, the Employee may not be terminated "For Cause" for refusing to move from the City of Fort Stockton . (d) Change in Employer Status. Notwithstanding anything above or Employee's voluntary reassignment, Employee may terminate the Period of Employment upon any formal action of Employer's Board of Directors to materially change Employee's existence as an Executive Officer , or otherwise wind up its affairs, to sell all or substantially all of its assets. In the event that Employer removes Employee from the Chief Executive Officer position, Employer will assign Employee to another Executive position in the Company with the same compensation, term, and benefits for the duration of this contract. In the event Employee terminates the Period of Employment under this subsection, Employer shall pay Employee an amount equal to the sum of the following: (i) his Base Salary and all other compensation and benefits due and owing through the last day actually worked; (ii) one hundred thousand dollars ($100,000) in cash or tradable Buyer's common stock; and (iii) the Severance Payment as described in subsection 4(g) below, which payment shall be in lieu of any damages under this Agreement for any alleged breach of Employer. Employee shall be entitled to compensation under this subsection 4(b) only if, within ninety (90) days after the change in Employee status becomes effective, Employee gives Employer, or its successor or assigns, sixty (60) day's notice of Employee's intent to terminate the Period of Employment. Upon receiving this notice, Employer shall have the option, in its complete discretion, to make Employee's termination effective at any time prior to the end of the notice period, provided that Employer pays Employee all the Base Salary, other compensation and benefits due and owing through the balance of the notice period (not to exceed sixty (60) days), as well as all other compensation due and owing, including without limitation, the Severance Payment. (e) Disability. For purposes of this Agreement, Employee shall be deemed be disabled if the Employee has been unable to perform his duties under this Agreement or as directed by the Board of Directors under this Agreement for a period of 4 (4) consecutive weeks as a result of his physical or mental illness ("Disability Period"). Employer shall pay to Employee the sum of the following amounts: (i) all of his Base Salary, other compensation and benefits due and owing through the last day actually worked as well as the disability benefits to the Employee in the amount of fifty percent (50%) of Employee's Base Salary for the next thirty-six (36) month period or until employee returns to work (f) Good Cause. If the Employee experiences a material reduction in his Base Salary, other compensation or benefits, which is not comparable to 5 similarly situated executives of the Company or a material reduction in the Employee's official title or responsibilities, Employee may terminate the Period of Employment. In the event Employee terminates the Period of Employment under this subsection, Employer shall pay Employee the sum of the following amounts: (i) his Base Salary, other compensation and benefits due and owing through the last day actually worked; (ii) one hundred thousand dollars ($100,000) in cash or tradable Buyer's common stock; and (iii) the Severance Payment as described in subsection 4(g) below, which payment shall be in lieu of any damages under this Agreement for any alleged breach of Employer. Employee shall be entitled to compensation under this subsection 4(f) only if, within ninety (90) days after the change in employee compensation or benefits becomes effective, Employee gives Employer, or its successor or assigns, sixty (60) day's notice of Employee's intent to terminate the Period of Employment. Upon receiving this notice, Employer shall have the option, in its complete discretion, to make Employee's termination effective at any time prior to the end of the notice period, provided that Employer pays Employee the sum of the following amounts: (i) his Base Salary, other compensation, and benefits due and owing through the balance of the notice period (not to exceed sixty (60) days)(ii) one hundred thousand dollars ($100,000) in cash or tradable Buyer's common stock; and (iii) and all other compensation due and owing, including without limitation, the Severance Payment. (g) Severance Payment (1) If Employee terminates the Period of Employment pursuant to subsection 4(d) and 4(f) above or Employer terminates the Period of Employment pursuant to subsection 4(a) above, Employer shall pay Employee the sum of the following amounts: (i) Base Salary and other compensation and benefits due and owing; (ii)the effective Base Salary for twenty-four (24) months from the date of termination; and (iii) Employer shall cause all of Employee's options and warrants to vest immediately upon termination which payment shall be in lieu of any damages under this Agreement for any alleged breach of Employer. 6 (h) Termination Obligations (1) Employee agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, books, records, reports, notes, contracts, lists, computer disks (and other computer-generated files and data), and copies thereof, created on any medium and furnished to, obtained by, or prepared by Employee in the course of or incident to his employment, belongs to Employer and shall be returned promptly to Employer upon termination of the Period of Employment. (2) All benefits to which Employee is otherwise entitled shall cease ninety (90) days after Employee's termination, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of Employer. (3) Upon termination of the Period of Employment, Employee shall be deemed to have resigned from all offices and directorships then held with Employer or any Affiliate. (4) The representations and warranties contained in this Agreement and Employee's obligations under this subsection 4(h) on Termination Obligations shall survive the termination of the Period of Employment and the expiration of this Agreement. (5) Following any termination of the Period of Employment, Employee shall fully cooperate with Employer in all matters relating to the winding up of pending work on behalf of Employer and the orderly transfer of work to other employees of Employer. Employee shall also cooperate in the defense of any action brought by any third party against Employer that relates in any way to Employee's acts or omissions while employed by Employer. 5. Notices. Any notice or other communication under this Agreement must be in writing and shall be effective upon delivery by hand or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to Employer or to Employee at the corresponding addresses below. Employee shall be obligated to notify Employers in writing of any change in his address. Notice of change of address shall be effective only when done in accordance with this Section. Employer's Notice Addresses: Wireless Frontier Internet, Inc. 104 W. Callaghan Fort Stockton, Texas 79735 7 Employee's Notice Address: 305 South Main Fort Stockton, Texas 79735 6. Action by Employer. All actions required or permitted to be taken under this Agreement by Employer, including, without limitation, exercise of discretion, consents, waivers, and amendments to this Agreement, shall be made and authorized only by the Chief Executive Officer, by his or his designated representative, or another representative specifically authorized by the Board of Directors to fulfill the obligations under this Agreement. 7. Integration and Other Policies. This Agreement supersedes all other prior and contemporaneous representations, agreements and statements, whether written or oral, express or implied, and it may not be contradicted by evidence of any prior or contemporaneous representations, statements or agreements. Except as specifically restricted by an express provision of this Agreement, Employer retains and may exercise all management rights and prerogatives in its discretion. However, to the extent that the practices, policies, or procedures of Employer, now or in the future, apply to Employee and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. 8. Amendments; Waivers. This Agreement may not be amended except by an instrument in writing, signed by each of the parties. No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity. 9. Assignment; Successors and Assigns. This agreement will be binding on all successors and assigns of the Employer. The Employee may not delegate his duties hereunder. 10. Severability. If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent 8 jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in full force and effect. 11. Attorneys' Fees. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. 12. Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit nor against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement. 13. Proprietary Information. Employee represents and warrants that Employer has consistently made Employee's willingness to protect Employer's confidential and proprietary information from any unauthorized use and disclosure, and Employee's willingness to comply with the terms of Employer's confidentiality policies, procedures, and agreements, conditions of (1) Employer's agreement to disclose confidential and proprietary information to Employee, (2) Employee's employment, and (3) Employee's continued employment. Employee agrees that Employer's requirement of satisfactory confidentiality agreements is reasonable and necessary to protect Employer's confidential and proprietary information and to effectuate the purposes of, and is ancillary to, Employee's employment agreement. 14. Acknowledgment. The parties acknowledge that they have had the opportunity to consult legal counsel in regard to this Agreement, that they have read and understand this Agreement, that they are fully aware of its legal effect, and that they have entered into it freely and voluntarily and based on their own judgment and not on any representations or promises other than those contained in this Agreement. 15. Governing Law. 9 Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of Texas. Venue for all actions hereunder shall be in Pecos County, Texas. 16. Prior Agreements Superceded. This Agreement supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter. The parties have duly executed this Agreement as of the date first written above. /s/ Alex Gonzalez - ------------------------------ Name: Alex Gonzalez Chairman & CEO Wireless Frontier Internet, Inc. /s/ Kelly Simmons - ------------------------------- By: Kelly Simmons Its: CFO /s/ Tammy Huckaby ------------------------- Notary Public 10 EX-10 3 kl06048_ex10-2.txt EXHIBIT 10.2 EMPLOYMENT AGREEMENT Exhibit 10.2 EMPLOYMENT AGREEMENT This Agreement, dated as of June 7, 2004, but effective as of January 1, 2004, is between Wireless Frontier Internet, Inc. ("Employer" or the "Company"), and Joe Chris Alexander ("Employee"). Employer and Employee agree to the following terms and conditions of employment. 1. Period of Employment. Employer shall employ Employee to render services to Employer in the position and with the duties and responsibilities described in Section 2 for the period of one (1) year commencing on the effective date of this Agreement and will automatically renew an additional one (1) year term unless renegotiated prior to the expiration of the term unless Employment is terminated in accordance with Section 4. 2. Position and Responsibilities. (a) Position. Employee accepts employment with the Company as Vice President of Operations and shall perform all services appropriate to that position, as well as such other duties and services as may be assigned by Employer. Employee shall devote his best efforts to the performance of his duties. Employee shall be subject to the direction of the CEO, which shall retain full control of the means and methods by which he performs the above services and of the place(s) at which all services are rendered. (b) Extent of Services. Employee shall devote his entire business time, attention and energies to the business of the Company so long as employment with the company continues. The foregoing, however, shall not preclude Employee from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to private investments or from serving on the boards of directors of other entities, as long as such activities and services do not interfere or conflict with his responsibilities to the company. 1 (c) Representations and Warranties. Employee represents and warrants that his execution of this Agreement, his employment with Employers, and the performance of his proposed duties under this Agreement shall not violate any obligations he may have to any former employer (or other person or entity), including any obligations with respect to proprietary or confidential information of any other person or entity. Employee agrees that he will not use for the benefit of, or disclose to, Employer any confidential information belonging to any former employer or other entity unless he has written permission from the employer or entity to do so (or unless Employer has been granted such permission). 3. Compensation and Benefits. (a) Base Salary. (1) In consideration of the services to be rendered under this Agreement, Employee shall receive Base Salary as provided herein. For purposes of this Agreement, Base Salary shall mean a minimum cash salary in the total amount of Eight Thousand Three Hundred Thirty-three Dollars and Thirty-three cents ($8,333.33) per month, payable semi-monthly, pursuant to the procedures regularly established and as they may be amended by Employer during the Period of Employment, as well as other compensation provided in this Section 3. Base Salary may be deferred at the option of Employee, and in such case, Base Salary shall accrue interest at prime plus 1% as quoted in the Wall Street Journal. Employee has the option to convert any or all Base Salary and accrued interest to Employer's common stock restricted under Rule 144 at a conversion rate of Eighty percent (80%) of the average closing bid during the month prior to the month being compensated. (2) As Employee becomes eligible, Employee shall have the right to participate in and to receive benefits from any Employer stock option plan generally made available to similarly situated employees of Employer. (3) Base Salary shall be adjusted by any tax withholdings required under applicable law. 2 (b) Benefits. Employee shall be entitled to fringe benefits comparable to similarly situated executives, officers or directors of the Company, including paid annual tax preparation assistance. As Employee becomes eligible, Employee shall have the right to participate in and to receive benefits from all present and future benefit plans generally made available to similarly situated employees of Employer. The amount and extent of benefits to which Employee is entitled shall be governed by the Company's specific benefit plans, as amended. Employee shall also be entitled to any benefits or compensation tied to termination as described in Section 4. No oral statement concerning benefits or compensation to which Employee is entitled shall alter in any way the term of this Agreement or its termination. (c) Insurance and Indemnity. Employer shall obtain and pay for the benefit of Employee director's and officer's liability insurance coverage to protect Employee from personal liability to the fullest extent allowed by law for acts undertaken as an officer or director of Employer or an Affiliate. Furthermore, to the fullest extent allowed by law, Employer shall indemnify Employee for and hold Employee harmless from any and all claims or causes of action arising out of Employee's exercise of his duties as an employee, officer or director of Employer or an Affiliate. Employer shall also provide full benefits package, including family medical insurance coverage for the term of this agreement. (d) Bonus. (1) Employee is eligible for annual cash bonuses as awarded by the Board of Directors. Employee is also eligible for stock option awards as awarded by the Board of Directors per the Employee Stock Option Plan. (2) Employee will upon execution of this Agreement, receive Employee Stock Options according to the following schedule with the corresponding exercise prices: - December 31, 2004 - 220,834 shares - $0.20 exercise price - December 31, 2005 - 220,834 shares - $0.25 exercise price - December 31, 2006 - 220,833 shares - $0.31 exercise price - December 31, 2007 - 220,833 shares - $0.40 exercise price These warrants will entitle Employee to purchase from Wireless Frontier Internet, Inc. the number of shares of Common Stock for a period of five (5) years. 3 4. Termination of Employment (a) By Notice. Employer or Employee may terminate Employee's employment without Cause (as defined below) by providing the other with sixty (60) days advance written notice. (1) In the event Employer exercises its right to terminate under this subsection, Employee shall have under this the option, in Employee's complete discretion, to terminate Employee's employment at any time prior to the end of such notice period; however, Employer shall nevertheless pay to Employee the sum of the following amounts: (i) Base Salary for the term of one (1) year of said Agreement plus (ii) other compensation and benefits in effect at the date of termination for one (1) year. (2) In the event Employee exercises his right to terminate this Agreement under this subsection, Employer shall have no obligation under this Agreement, other than compensation, and benefits due and owing through the last day actually worked, of the above notice period. (b) By Death. The Period of Employment shall terminate automatically upon the death of Employee. All stock options, restricted and bonus stock shall vest and be due. Employer shall pay to Employee's beneficiaries or estate, as appropriate, any Base Salary, other compensation and benefits then due and owing, including payment for accrued unused vacation, if any, as well as death benefits to the surviving heirs in the amount equal to 50% of Employee's Base Salary for the next twelve (12) months following the date of death. Thereafter, all obligations of Employer under this Agreement shall cease. Nothing in this subsection shall affect any entitlement of Employee's heirs to the benefits of any life insurance plan or other applicable benefits. (c) By Employer For Cause. At any time, and without prior notice, Employer may terminate Employee for Cause. Employer shall pay Employee all compensation then due and owing; thereafter, all of Employer's obligations under this Agreement shall cease. Termination shall be for "Cause" if Employee: (i) breached or habitually neglected the duties which he was required by this Agreement or the Board of Directors to perform, or (ii) committed act(s) of dishonesty, theft, embezzlement, fraud, misrepresentation, or other act(s) or moral turpitude against the Company, its subsidiaries or affiliates, it shareholders or its employees. 4 (d) Disability. For purposes of this Agreement, Employee shall be deemed be disable if the Employee has been unable to perform his duties under this Agreement or as directed by the Board of Directors under this Agreement for a period of six (6) consecutive months as a result of his physical or mental illness ("Disability Period"). Employer shall pay to Employee the sum of the following amounts: (i) all of his Base Salary, other compensation and benefits due and owing through the last day actually worked as well as the death benefits to the surviving heirs in the amount of fifty percent (50%) of Employee's Base Salary for the next twelve (12) month period. (e) Termination Obligations (1) Employee agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, books, records, reports, notes, contracts, lists, computer disks (and other computer-generated files and data), and copies thereof, created on any medium and furnished to, obtained by, or prepared by Employee in the course of or incident to his employment, belongs to Employer and shall be returned promptly to Employer upon termination of the Period of Employment. (2) All benefits to which Employee is otherwise entitled shall cease ninety (90) days after Employee's termination, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of Employer. (3) Upon termination of the Period of Employment, Employee shall be deemed to have resigned from all offices and directorships then held with Employer or any Affiliate. (4) The representations and warranties contained in this Agreement and Employee's obligations under this subsection 4(h) on Termination Obligations shall survive the termination of the Period of Employment and the expiration of this Agreement. (5) Following any termination of the Period of Employment, Employee shall fully cooperate with Employer in all matters relating to the winding up of pending work on behalf of Employer and the orderly transfer of work to other employees of Employer. Employee shall also cooperate in the defense of any action brought by any third party against Employer that relates in any way to Employee's acts or omissions while employed by Employer. 5. Notices. 5 Any notice or other communication under this Agreement must be in writing and shall be effective upon delivery by hand or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to Employer or to Employee at the corresponding addresses below. Employee shall be obligated to notify Employers in writing of any change in his address. Notice of change of address shall be effective only when done in accordance with this Section. Employer's Notice Addresses: Wireless Frontier Internet, Inc. 104 W. Callaghan Fort Stockton, Texas 79735 Employee's Notice Address: 301 North Gillis Fort Stockton, Texas 79735 6. Action by Employer. All actions required or permitted to be taken under this Agreement by Employer, including, without limitation, exercise of discretion, consents, waivers, and amendments to this Agreement, shall be made and authorized by the Chief Executive Officer, or another representative specifically authorized by the Board of Directors to fulfill the obligations under this Agreement. 7. Integration and Other Policies. This Agreement supersedes all other prior and contemporaneous representations, agreements and statements, whether written or oral, express or implied, and it may not be contradicted by evidence of any prior or contemporaneous representations, statements or agreements. Except as specifically restricted by an express provision of this Agreement, Employer retains and may exercise all management rights and prerogatives in its discretion. However, to the extent that the practices, policies, or procedures of Employer, now or in the future, apply to Employee and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. 8. Amendments; Waivers. This Agreement may not be amended except by an instrument in writing, signed by each of the parties. No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the 6 exercise of any other right, remedy, or power provided herein or by law or in equity. 9. Assignment; Successors and Assigns. This agreement will be binding on all successors and assigns of the Employer. The Employee may not delegate his duties hereunder. 10. Severability. If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in full force and effect. 11. Attorneys' Fees. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. 12. Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit nor against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement. 13. Proprietary Information. Employee represents and warrants that Employer has consistently made Employee's willingness to protect Employer's confidential and proprietary information from any unauthorized use and disclosure, and Employee's willingness to comply with the terms of Employer's confidentiality policies, procedures, and agreements, conditions of (1) Employer's agreement to disclose confidential and proprietary information to Employee, (2) Employee's employment, and (3) Employee's continued employment. Employee agrees that Employer's requirement of satisfactory confidentiality agreements is reasonable and necessary to protect Employer's confidential and proprietary information and to effectuate the purposes of, and is ancillary to, Employee's employment agreement. 7 14. Acknowledgment. The parties acknowledge that they have had the opportunity to consult legal counsel in regard to this Agreement, that they have read and understand this Agreement, that they are fully aware of its legal effect, and that they have entered into it freely and voluntarily and based on their own judgment and not on any representations or promises other than those contained in this Agreement. 15. Governing Law. Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of Texas. Venue for all actions hereunder shall be in Pecos County, Texas. 16. Prior Agreements Superceded. This Agreement supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter. The parties have duly executed this Agreement as of the date first written above. /s/ Joe Chris Alexander - ------------------------------ Name: Joe Chris Alexander Employee WIRELESS FRONTIER INTERNET, INC. /s/ Alex J. Gonzalez /s/ Tammy Huckaby - ------------------------------- -------------------------- By: Alex J. Gonzalez Notary Public Its: Chairman and CEO 8 EX-10 4 kl06048_ex10-3.txt EXHIBIT 10.3 EMPLOYMENT AGREEMENT Exhibit 10.3 EMPLOYMENT AGREEMENT This Agreement, dated as of June 7, 2004, but effective as of January 1, 2004, is between Wireless Frontier Internet, Inc. ("Employer" or the "Company"), and Ronald J. Marosko, Jr.("Employee"). Employer and Employee agree to the following terms and conditions of employment. 1. Period of Employment. Employer shall employ Employee to render services to Employer in the position and with the duties and responsibilities described in Section 2 for the period of one (1) year commencing on the effective date of this Agreement and will automatically renew an additional one (1) year term unless renegotiated prior to the expiration of the term unless Employment is terminated in accordance with Section 4. 2. Position and Responsibilities. (a) Position. Employee accepts employment with the Company as Vice President of Information Technology and shall perform all services appropriate to that position, as well as such other duties and services as may be assigned by Employer. Employee shall devote his best efforts to the performance of his duties. Employee shall be subject to the direction of the CEO, which shall retain full control of the means and methods by which he performs the above services and of the place(s) at which all services are rendered. (b) Extent of Services. Employee shall devote his entire business time, attention and energies to the business of the Company so long as employment with the company continues. The foregoing, however, shall not preclude Employee from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to private investments or from serving on the boards of directors of other entities, as long as such activities and services do not interfere or conflict with his responsibilities to the company. 1 (c) Representations and Warranties. Employee represents and warrants that his execution of this Agreement, his employment with Employers, and the performance of his proposed duties under this Agreement shall not violate any obligations he may have to any former employer (or other person or entity), including any obligations with respect to proprietary or confidential information of any other person or entity. Employee agrees that he will not use for the benefit of, or disclose to, Employer any confidential information belonging to any former employer or other entity unless he has written permission from the employer or entity to do so (or unless Employer has been granted such permission). 3. Compensation and Benefits. (a) Base Salary. (1) In consideration of the services to be rendered under this Agreement, Employee shall receive Base Salary as provided herein. For purposes of this Agreement, Base Salary shall mean a minimum cash salary in the total amount of Eight Thousand Three Hundred Thirty-three Dollars and Thirty-three cents ($8,333.33) per month, payable semi-monthly, pursuant to the procedures regularly established and as they may be amended by Employer during the Period of Employment, as well as other compensation provided in this Section 3. Base Salary may be deferred at the option of Employee, and in such case, Base Salary shall accrue interest at prime plus 1% as quoted in the Wall Street Journal. Employee has the option to convert any or all Base Salary and accrued interest to Employer's common stock restricted under Rule 144 at a conversion rate of Eighty percent (80%) of the average closing bid during the month prior to the month being compensated. (2) As Employee becomes eligible, Employee shall have the right to participate in and to receive benefits from any Employer stock option plan generally made available to similarly situated employees of Employer. (3) Base Salary shall be adjusted by any tax withholdings required under applicable law. 2 (b) Benefits. Employee shall be entitled to fringe benefits comparable to similarly situated executives, officers or directors of the Company, including paid annual tax preparation assistance. As Employee becomes eligible, Employee shall have the right to participate in and to receive benefits from all present and future benefit plans generally made available to similarly situated employees of Employer. The amount and extent of benefits to which Employee is entitled shall be governed by the Company's specific benefit plans, as amended. Employee shall also be entitled to any benefits or compensation tied to termination as described in Section 4. No oral statement concerning benefits or compensation to which Employee is entitled shall alter in any way the term of this Agreement or its termination. (c) Insurance and Indemnity. Employer shall obtain and pay for the benefit of Employee director's and officer's liability insurance coverage to protect Employee from personal liability to the fullest extent allowed by law for acts undertaken as an officer or director of Employer or an Affiliate. Furthermore, to the fullest extent allowed by law, Employer shall indemnify Employee for and hold Employee harmless from any and all claims or causes of action arising out of Employee's exercise of his duties as an employee, officer or director of Employer or an Affiliate. Employer shall also provide full benefits package, including family medical insurance coverage for the term of this agreement. (d) Bonus. (1) Employee is eligible for annual cash bonuses as awarded by the Board of Directors. Employee is also eligible for stock option awards as awarded by the Board of Directors per the Employee Stock Option Plan. (2) Employee will upon execution of this Agreement, receive Employee Stock Options according to the following schedule with the corresponding exercise prices: - December 31, 2004 - 220,834 shares - $0.20 exercise price - December 31, 2005 - 220,834 shares - $0.25 exercise price - December 31, 2006 - 220,833 shares - $0.31 exercise price - December 31, 2007 - 220,833 shares - $0.40 exercise price These warrants will entitle Employee to purchase from Wireless Frontier Internet, Inc. the number of shares of Common Stock for a period of five (5) years. 4. Termination of Employment 3 (a) By Notice. Employer or Employee may terminate Employee's employment without Cause (as defined below) by providing the other with sixty (60) days advance written notice. (1) In the event Employer exercises its right to terminate under this subsection, Employee shall have under this the option, in Employee's complete discretion, to terminate Employee's employment at any time prior to the end of such notice period; however, Employer shall nevertheless pay to Employee the sum of the following amounts: (i) Base Salary for the term of one (1) year of said Agreement plus (ii) other compensation and benefits in effect at the date of termination for one (1) year. (2) In the event Employee exercises his right to terminate this Agreement under this subsection, Employer shall have no obligation under this Agreement, other than compensation, and benefits due and owing through the last day actually worked, of the above notice period. (b) By Death. The Period of Employment shall terminate automatically upon the death of Employee. All stock options, restricted and bonus stock shall vest and be due. Employer shall pay to Employee's beneficiaries or estate, as appropriate, any Base Salary, other compensation and benefits then due and owing, including payment for accrued unused vacation, if any, as well as death benefits to the surviving heirs in the amount equal to 50% of Employee's Base Salary for the next twelve (12) months following the date of death. Thereafter, all obligations of Employer under this Agreement shall cease. Nothing in this subsection shall affect any entitlement of Employee's heirs to the benefits of any life insurance plan or other applicable benefits. (c) By Employer For Cause. At any time, and without prior notice, Employer may terminate Employee for Cause. Employer shall pay Employee all compensation then due and owing; thereafter, all of Employer's obligations under this Agreement shall cease. Termination shall be for "Cause" if Employee: (i) breached or habitually neglected the duties which he was required by this Agreement or the Board of Directors to perform, or (ii) committed act(s) of dishonesty, theft, embezzlement, fraud, misrepresentation, or other act(s) or moral turpitude against the Company, its subsidiaries or affiliates, it shareholders or its employees. 4 (d) Disability. For purposes of this Agreement, Employee shall be deemed be disable if the Employee has been unable to perform his duties under this Agreement or as directed by the Board of Directors under this Agreement for a period of six (6) consecutive months as a result of his physical or mental illness ("Disability Period"). Employer shall pay to Employee the sum of the following amounts: (i) all of his Base Salary, other compensation and benefits due and owing through the last day actually worked as well as the death benefits to the surviving heirs in the amount of fifty percent (50%) of Employee's Base Salary for the next twelve (12) month period. (e) Termination Obligations (1) Employee agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, books, records, reports, notes, contracts, lists, computer disks (and other computer-generated files and data), and copies thereof, created on any medium and furnished to, obtained by, or prepared by Employee in the course of or incident to his employment, belongs to Employer and shall be returned promptly to Employer upon termination of the Period of Employment. (2) All benefits to which Employee is otherwise entitled shall cease ninety (90) days after Employee's termination, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of Employer. (3) Upon termination of the Period of Employment, Employee shall be deemed to have resigned from all offices and directorships then held with Employer or any Affiliate. (4) The representations and warranties contained in this Agreement and Employee's obligations under this subsection 4(h) on Termination Obligations shall survive the termination of the Period of Employment and the expiration of this Agreement. (5) Following any termination of the Period of Employment, Employee shall fully cooperate with Employer in all matters relating to the winding up of pending work on behalf of Employer and the orderly transfer of work to other employees of Employer. Employee shall also cooperate in the defense of any action brought by any third party against Employer that relates in any way to Employee's acts or omissions while employed by Employer. 5. Notices. 5 Any notice or other communication under this Agreement must be in writing and shall be effective upon delivery by hand or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to Employer or to Employee at the corresponding addresses below. Employee shall be obligated to notify Employers in writing of any change in his address. Notice of change of address shall be effective only when done in accordance with this Section. Employer's Notice Addresses: Wireless Frontier Internet, Inc. 104 W. Callaghan Fort Stockton, Texas 79735 Employee's Notice Address: 304 South Mesquite Fort Stockton, Texas 79735 6. Action by Employer. All actions required or permitted to be taken under this Agreement by Employer, including, without limitation, exercise of discretion, consents, waivers, and amendments to this Agreement, shall be made and authorized by the Chief Executive Officer, or by another representative specifically authorized by the Board of Directors to fulfill the obligations under this Agreement. 7. Integration and Other Policies. This Agreement supersedes all other prior and contemporaneous representations, agreements and statements, whether written or oral, express or implied, and it may not be contradicted by evidence of any prior or contemporaneous representations, statements or agreements. Except as specifically restricted by an express provision of this Agreement, Employer retains and may exercise all management rights and prerogatives in its discretion. However, to the extent that the practices, policies, or procedures of Employer, now or in the future, apply to Employee and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. 8. Amendments; Waivers. This Agreement may not be amended except by an instrument in writing, signed by each of the parties. No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the 6 exercise of any other right, remedy, or power provided herein or by law or in equity. 9. Assignment; Successors and Assigns. This agreement will be binding on all successors and assigns of the Employer. The Employee may not delegate his duties hereunder. 10. Severability. If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in full force and effect. 11. Attorneys' Fees. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. 12. Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit nor against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement. 13. Proprietary Information. Employee represents and warrants that Employer has consistently made Employee's willingness to protect Employer's confidential and proprietary information from any unauthorized use and disclosure, and Employee's willingness to comply with the terms of Employer's confidentiality policies, procedures, and agreements, conditions of (1) Employer's agreement to disclose confidential and proprietary information to Employee, (2) Employee's employment, and (3) Employee's continued employment. Employee agrees that Employer's requirement of satisfactory confidentiality agreements is reasonable and necessary to protect Employer's confidential and proprietary information and to effectuate the purposes of, and is ancillary to, Employee's employment agreement. 7 14. Acknowledgment. The parties acknowledge that they have had the opportunity to consult legal counsel in regard to this Agreement, that they have read and understand this Agreement, that they are fully aware of its legal effect, and that they have entered into it freely and voluntarily and based on their own judgment and not on any representations or promises other than those contained in this Agreement. 15. Governing Law. Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of Texas. Venue for all actions hereunder shall be in Pecos County, Texas. 16. Prior Agreements Superceded. This Agreement supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter. The parties have duly executed this Agreement as of the date first written above. /s/ Ronald J. Marosko, Jr. - ------------------------------ Name: Ronald J. Marosko, Jr. Employee WIRELESS FRONTIER INTERNET, INC. /s/ Alex J. Gonzalez /s/ Tammy Huckaby - ------------------------------- -------------------------- By: Alex J. Gonzalez Notary Public Its: Chairman and CEO 8 EX-10 5 kl06048_ex10-4.txt EXHIBIT 10.4 EMPLOYMENT AGREEMENT Exhibit 10.4 EMPLOYMENT AGREEMENT This Agreement, dated as of May 26, 2004 is between Wireless Frontier Internet, Inc. ("Employer" or the "Company"), and Kelly E. Simmons ("Employee"). Employer and Employee agree to the following terms and conditions of employment. 1. Period of Employment. Employer shall employ Employee to render services to Employer in the position and with the duties and responsibilities described in Section 2 for the period of one (1) year commencing on the date of this Agreement and will automatically renew an additional one (1) year term unless renegotiated prior to the expiration of the term unless Employment is terminated in accordance with Section 4. 2. Position and Responsibilities. (a) Position. Employee accepts employment with the Company as Senior Vice President and Chief Financial Officer and shall perform all services appropriate to that position, as well as such other duties and services as may be assigned by Employer. Employee shall devote his best efforts to the performance of his duties. Employee shall be subject to the direction of the CEO, which shall retain full control of the means and methods by which he performs the above services and of the place(s) at which all services are rendered. (b) Extent of Services. Employee shall devote his entire business time, attention and energies to the business of the Company so long as employment with the company continues. The foregoing, however, shall not preclude Employee from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to private investments or from serving on the boards of directors of other entities, as long as such activities and services do not interfere or conflict with his responsibilities to the company. (c) Representations and Warranties. Employee represents and warrants that his execution of this Agreement, his employment with Employers, and the performance of his proposed duties under this Agreement shall not violate any obligations he may have to any former employer (or other person or entity), including any obligations with respect to proprietary or confidential information of any other person or entity. Employee agrees that he will not use for the benefit of, or disclose to, 1 Employer any confidential information belonging to any former employer or other entity unless he has written permission from the employer or entity to do so (or unless Employer has been granted such permission). 3. Compensation and Benefits. (a) Base Salary. (1) In consideration of the services to be rendered under this Agreement, Employee shall receive Base Salary as provided herein. For purposes of this Agreement, Base Salary shall mean a minimum cash salary in the total amount of Ten Thousand Dollars ($10,000.00) per month, payable semi-monthly, pursuant to the procedures regularly established and as they may be amended by Employer during the Period of Employment, as well as other compensation provided in this Section 3. Upon Employer's receipt of additional corporate funding of a minimum of $1,000,000 after this date, whether Debt or Equity, Employee's base shall be raised to Twelve Thousand Five Hundred Dollars ($12,500.00) per month. This amount may be adjusted up or down contingent on the award of like raises for other Executive Officers of the Employer. Base Salary may be deferred at the option of Employee, and in such case, Base Salary shall accrue interest at prime plus 1% as quoted in the Wall Street Journal. Employee has the option to convert any or all Base Salary and accrued interest to Employer's common stock restricted under Rule 144 at a conversion rate of Eighty percent (80%) of the average closing bid during the month prior to the month being compensated. (2) As Employee becomes eligible, Employee shall have the right to participate in and to receive benefits from any Employer stock option plan generally made available to similarly situated employees of Employer. (3) Base Salary shall be adjusted by any tax withholdings required under applicable law. (b) Benefits. Employee shall be entitled to full coverage under Employer's Medical Benefit Plan, and fringe benefits comparable to similarly situated executives, officers or directors of the Company, including paid annual tax preparation assistance. As Employee becomes eligible, Employee shall have the right to participate in and to receive benefits from all present and future benefit plans generally made available to similarly situated employees of Employer. The amount and extent of benefits to which Employee is entitled shall be governed by the Company's specific benefit plans, as amended. Employee shall also be entitled to any benefits or compensation tied to termination as described in Section 4. No oral statement concerning benefits or compensation to which Employee is entitled shall alter in any way the term of this Agreement or its termination. 2 (c) Insurance and Indemnity. Employer shall obtain and pay for the benefit of Employee director's and officer's liability insurance coverage to protect Employee from personal liability to the fullest extent allowed by law for acts undertaken as an officer or director of Employer or an Affiliate. Furthermore, to the fullest extent allowed by law, Employer shall indemnify Employee for and hold Employee harmless from any and all claims or causes of action arising out of Employee's exercise of his duties as an employee, officer or director of Employer or an Affiliate. Employer shall also provide full benefits package, including family medical insurance coverage for the term of this agreement. (d) Bonus. (1) Employee will be eligible for a bonus of at least $50,000 per year based upon goals and criteria determined by the Board of Directors. For the year 2004, Employee shall receive a bonus of 1% of any capital funds raised, whether debt or equity, not to exceed $55,000 for the year. In addition, Employee shall be awarded stock options or common stock purchase warrants according to the following schedule: - 50,000 shares upon execution of the agreement - 200,000 shares upon completion of 90 days of employment - 250,000 shares upon the completion of the next fund raise by Employer The strike price and vesting of warrants will be consistent with similar instruments that are being awarded at the time of these awards. Warrants will entitle Employee, upon the terms and subject to the limitations set forth in the "Common Stock Purchase Warrant," to purchase from Wireless Frontier Internet, Inc. the number of shares of Common Stock listed above. Any stock options awarded will be consistent with the terms and conditions of the Employee Stock Option Plan. 4. Termination of Employment (a) By Notice. Employer or Employee may terminate Employee's employment without Cause (as defined below) by providing the other with sixty (60) days advance written notice. (1) In the event Employer exercises its right to terminate under this subsection, Employee shall have under this the option, in Employee's 3 complete discretion, to terminate Employee's employment at any time prior to the end of such notice period; however, Employer shall nevertheless pay to Employee the sum of the following amounts: (i) Base Salary for the term of said Agreement, including other compensation and benefits due and owing Employee through the last day of the Agreement, (ii) an amount equal to Employee's Base Salary for six (6) months. Any awards of options or warrants that are not fully vested on the day of termination will become fully vested at that time. Tradable common stock will be calculated by a ten (10) day average upon termination under this Agreement for any alleged breach of Employer. (2) In the event Employee exercises his right to terminate this Agreement under this subsection, Employer shall have no obligation under this Agreement, other than compensation, and benefits due and owing through the last day actually worked, of the above notice period. (b) By Death. The Period of Employment shall terminate automatically upon the death of Employee. All stock options, warrants, restricted and bonus stock shall vest and be due. Employer shall pay to Employee's beneficiaries or estate, as appropriate, any Base Salary, other compensation and benefits then due and owing, including payment for accrued unused vacation, if any, as well as death benefits to the surviving heirs in the amount equal to 50% of Employee's Base Salary for the next twelve (12) months following the date of death. Thereafter, all obligations of Employer under this Agreement shall cease. Nothing in this subsection shall affect any entitlement of Employee's heirs to the benefits of any life insurance plan or other applicable benefits. (c) By Employer For Cause. At any time, and without prior notice, Employer may terminate Employee for Cause. Employer shall pay Employee all compensation then due and owing; thereafter, all of Employer's obligations under this Agreement shall cease. Termination shall be for "Cause" if Employee: (i) breached or habitually neglected the duties which he was required by this Agreement or the Board of Directors to perform, or (ii) committed act(s) of dishonesty, theft, embezzlement, fraud, misrepresentation, or other act(s) or moral turpitude against the Company, its subsidiaries or affiliates, it shareholders or its employees. (d) Disability. For purposes of this Agreement, Employee shall be deemed to be disabled if the Employee has been unable to perform his duties under this Agreement or as directed by the Board of Directors under this Agreement for a period of six (6) consecutive months as a result of his physical 4 or mental illness ("Disability Period"). Employer shall pay to Employee the sum of the following amounts: (i) all of his Base Salary, other compensation and benefits due and owing through the last day actually worked as well as the death benefits to the surviving heirs in the amount of fifty percent (50%) of Employee's Base Salary for the next twelve (12) month period. (e) Termination Obligations (1) Employee agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, books, records, reports, notes, contracts, lists, computer disks (and other computer-generated files and data), and copies thereof, created on any medium and furnished to, obtained by, or prepared by Employee in the course of or incident to his employment, belongs to Employer and shall be returned promptly to Employer upon termination of the Period of Employment. (2) All benefits to which Employee is otherwise entitled shall cease ninety (90) days after Employee's termination, unless explicitly continued either under this Agreement or under any specific written policy or benefit plan of Employer. (3) Upon termination of the Period of Employment, Employee shall be deemed to have resigned from all offices and directorships then held with Employer or any Affiliate. (4) The representations and warranties contained in this Agreement and Employee's obligations under this subsection 4(h) on Termination Obligations shall survive the termination of the Period of Employment and the expiration of this Agreement. (5) Following any termination of the Period of Employment, Employee shall fully cooperate with Employer in all matters relating to the winding up of pending work on behalf of Employer and the orderly transfer of work to other employees of Employer. Employee shall also cooperate in the defense of any action brought by any third party against Employer that relates in any way to Employee's acts or omissions while employed by Employer. 5. Notices. Any notice or other communication under this Agreement must be in writing and shall be effective upon delivery by hand or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to Employer or to Employee at the corresponding addresses below. Employee shall be obligated to notify Employers in writing of any change in his address. Notice of change of address shall be effective only when done in accordance with this Section. 5 Employer's Notice Addresses: Wireless Frontier Internet , Inc. 104 W. Callaghan Fort Stockton, Texas 79735 Employee's Notice Address: 38173 S. Lakeview Dr. Prairieville, LA 70769 6. Action by Employer. All actions required or permitted to be taken under this Agreement by Employer, including, without limitation, exercise of discretion, consents, waivers, and amendments to this Agreement, shall be made and authorized by the Chief Executive Officer, and or by his Executive Vice President, or another representative specifically authorized by the Board of Directors to fulfill the obligations under this Agreement. 7. Integration and Other Policies. This Agreement supersedes all other prior and contemporaneous representations, agreements and statements, whether written or oral, express or implied, and it may not be contradicted by evidence of any prior or contemporaneous representations, statements or agreements. Except as specifically restricted by an express provision of this Agreement, Employer retains and may exercise all management rights and prerogatives in its discretion. However, to the extent that the practices, policies, or procedures of Employer, now or in the future, apply to Employee and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. 8. Amendments; Waivers. This Agreement may not be amended except by an instrument in writing, signed by each of the parties. No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity. 9. Assignment; Successors and Assigns. 6 This agreement will be binding on all successors and assigns of the Employer. The Employee may not delegate his duties hereunder. 10. Severability. If any provision of this Agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other persons, places, and circumstances shall remain in full force and effect. 11. Attorneys' Fees. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. 12. Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit nor against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement. 13. Proprietary Information. Employee represents and warrants that Employer has consistently made Employee's willingness to protect Employer's confidential and proprietary information from any unauthorized use and disclosure, and Employee's willingness to comply with the terms of Employer's confidentiality policies, procedures, and agreements, conditions of (1) Employer's agreement to disclose confidential and proprietary information to Employee, (2) Employee's employment, and (3) Employee's continued employment. Employee agrees that Employer's requirement of satisfactory confidentiality agreements is reasonable and necessary to protect Employer's confidential and proprietary information and to effectuate the purposes of, and is ancillary to, Employee's employment agreement. 7 14. Acknowledgment. The parties acknowledge that they have had the opportunity to consult legal counsel in regard to this Agreement, that they have read and understand this Agreement, that they are fully aware of its legal effect, and that they have entered into it freely and voluntarily and based on their own judgment and not on any representations or promises other than those contained in this Agreement. 15. Governing Law. Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of Texas. Venue for all actions hereunder shall be in Pecos County, Texas. 16. Prior Agreements Superceded. This Agreement supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter. The parties have duly executed this Agreement as of the date first written above. /s/ Kelly E. Simmons - ------------------------------ Kelly E. Simmons - Employee WIRELESS FRONTIER INTERNET, INC. /s/ Alex J. Gonzalez /s/ Tammy Huckaby - ------------------------------- -------------------------- By: Alex J. Gonzalez Notary Public Its: Chairman and CEO 8 EX-99 6 kl06048_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 WIRELESS FRONTIER INTERNET ANNOUNCES A NEW CFO FORT STOCKTON, Texas--(BUSINESS WIRE)--June 10, 2004--Wireless Frontier Internet Inc. (Pink Sheets:WFRI), an industry-leading provider of wireless broadband internet access for rural-based home and business consumers announces that Kelly E. Simmons has joined the company as its new Chief Financial Officer. Mr. Simmons, a Texas CPA, has over 25 years experience in financial management including accounting, SEC reporting, mergers and acquisitions, information systems, and investor relations. From 1988 to 2000, Mr. Simmons held various positions, including CFO, with two affiliated public companies, US Long Distance (NASDAQ: USLD) and Billing Concepts (NASDAQ: BILL) which grew from $2M in 1988 to over $500M in 1999 with over 1,200 employees. "BILL" was the 6th most profitable company on NASDAQ in 1998, 13th in 1997. USLD grew largely through acquisitions, and Mr. Simmons led that activity for the company. Most recently Mr. Simmons was with Edgen Corporation, a private company owner of pipe distributorships in 20 states around the country. Edgen was also developed through acquisitions. "Kelly has a wealth of knowledge of public company transactions that are closely aligned to our business model and focus. He also has broad Corporate Board experience that is critical in light of the requirements of the Sarbanes-Oxley Act of 2002. We are very glad to have Mr. Simmons on board," commented Alex Gonzalez, Chairman and CEO of Wireless Frontier Internet. Mr. Simmons' education includes a Bachelor of Science degree in Business Administration (Double major of Finance and Accounting) from Louisiana State University in 1978. He was also Captain of the LSU football team. Wireless Frontier also confirmed today that it has ceased acquisition discussions with IPVoice Communications, Inc. (OTCBB:IPVO). The two companies had announced a March 2nd Letter of Intent (LOI) to explore the combination of the operations of the two companies. "We remain committed to growing our business in rural areas, delivering wireless broadband services to an underserved portion of the marketplace. Our decision to cease discussions with IPVoice resulted from our conviction that our goals are not compatible with those of IPVoice," stated Alex Gonzalez, Chief Executive Officer of Wireless Frontier. Founded in 1998, Wireless Frontier Internet is a leader in wireless broadband deployment. The Company currently services over 130 cities in Texas and Kansas, and is expanding nationally in Rural America. Wireless Frontier can be contacted at 432-336-0336 or by visiting our Web site at www.wirelessfrontier.net. NOTES ABOUT FORWARD-LOOKING STATEMENTS Statements contained in this release, which are not historical facts, may be considered "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and the current economic environment. We caution the reader that such forward-looking statements are not guarantees of future performance. Unknown risks and uncertainties as well as other uncontrollable or unknown factors could cause actual results to materially differ from the results, performance or expectations expressed or implied by such forward-looking statements. SOURCE: Wireless Frontier Internet, Inc. CONTACT: Investor Relations Department, Jaime Velasco ir@wirelessfrontier.net ----------------------- (432) 336.0336 -----END PRIVACY-ENHANCED MESSAGE-----