exh10-2.htm


    Exhibit 10.2

    
 

    EMPLOYMENT
AGREEMENT

    


    


    THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of August 22, 2008 between
Netcom Data Southern Corp.,
a Georgia corporation (“Company”) and William R. Plummer
(“Employee”).

    


    WHEREAS,
contemporaneously with the execution of this Agreement, United E-Systems, a Nevada
corporation (“Buyer”), has purchased all of the outstanding stock of the Company
pursuant to a Stock Purchase Agreement to which the Company and the Employee are
parties (“Purchase Agreement”); and

    


    WHEREAS,
this Agreement is being executed in connection with the Purchase
Agreement.

    


    NOW
THEREFORE, the parties agree as follows:

    


    1.           Employment.  The
Company hereby employs the Employee and the Employee hereby accepts employment
with the Company, under the terms and conditions set forth below.

    


    2.           Position and
Duties.  The Company hereby employs Employee as Director of
Sales and Marketing and his duties will include managing the sales and marketing
functions of the Company and the Buyer.  Employee will report directly
to, and his duties, responsibilities, and authority will be subject to direction
and control by, the Buyer’s Chief Financial Officer and Board of
Directors.

    


    3.           Extent of
Service.  Employee shall devote his entire working time to the
business and affairs of the Company, shall exert his best efforts to promote the
best interest of the Company, and will serve the Company loyally and
faithfully.  Activity as a passive real estate investor or passive
investor in, or outside director for, another business enterprise shall not be
considered a violation of this Section as long as such business enterprise is
not competing or conducting business with the Company and as long as such
activities do not adversely impact the performance of Employee’s duties for the
Company. If the Company decides that Employee is no longer needed to fulfill
these duties for any reason the contract will be paid in full.

    


    4.           Salary.  For
so long as the Employee is an employee of the Company and performs his
obligations under this Agreement and under the Non-Competition, Confidentiality,
and Non-Solicitation Agreement (“Non-Competition Agreement”) executed
contemporaneously herewith, the Company will pay to the Employee for services
rendered by him to the Company, an annual salary (“Salary”) payable in equal
installments in accordance with the customary payroll practices of the Company
which salary will be at an annual rate of $75,000.00. This salary is guaranteed
for the three year term of the agreement and is non- cancelable.

    


    5.           Employee
Benefits.  Employee will be entitled to participate in any
life, accident, health insurance, sick pay, vacation, 401(k) Plan, or other plan
or benefits afforded by the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Company
to its employees generally, subject to any waiting periods or qualifications
applicable to its employees generally.  Nothing in this Agreement is
intended or shall be construed to require the Company to institute any such plan
or benefits.  Gap Health Insurance will be paid by Company for the
term of employment that occurs after the Company Medical coverage is no longer
able to cover Employee after age 65.

    


    6.           Term.  Subject
to the provisions for termination set forth below, the term (“Term”) of this
Agreement will commence on the date hereof (“Commencement Date”) and will
terminate on the third anniversary (“Termination Date”) of the Commencement
Date.  The Employee’s employment will terminate prior to the
expiration of the term on the occurrence of an Event of Involuntary Termination
or an Event of Termination for Cause (collectively, “Event of Termination”) as
provided below.  If this Agreement has not been terminated in
accordance with its terms prior to the Termination Date, and Employee is then
still employed by the Company, Employee’s employment will become an employment
at will on the Termination Date and may be terminated at any time thereafter by
either party upon at least thirty 30 days’ prior written notice.

    


    (a)           Event
of Involuntary Termination.  An Event of Involuntary Termination will
occur if employee

    


    (i)           Employee
dies or  (ii)  Employee should be, or if determined by the
Company’s Board of Directors in good faith will be, prevented from discharging
his duties hereunder for a period of 60 consecutive calendar days or a
cumulative period of 120 calendar days in any period of 240 consecutive calendar
days as a result of Employee’s illness, accident or other disability (mental or
physical);    the remaining terms of the contract will be
paid to the employee’s named Beneficiary, Beverly Plummer, and all such payments
shall be made in the form of non-employee compensation and shall not constitute
in any way an employer-employee relationship between the Company and the
Beneficiary.

     

    (ii)           The
Company elects to terminate Employee’s employment (other than as specified in
clauses (i) and (ii) above and other than for an Event of Termination for
Cause), which the Company may do effective at any time after the giving of a
written notice to Employee, in which event the Company agrees to pay Employee
all payments required to be made by the Company to Employee hereunder in the
same amounts and at the same times that the Company would have been required to
make such payments if Employee’s employment had continued for the entire term of
the Employment Agreement.

    


    (b)           Event
of Termination for Cause.  The Company may terminate Employee for
cause (“Event of Termination for Cause”), effective at any time after giving
written notice to Employee.  The term “for cause” will mean the
Employee’s:  (i) material breach of this Agreement, the
Non-Competition Agreement, or any other agreements with the Company or the Buyer
relating to non-competition, proprietary information, or employment; (ii)
material failure to perform the duties and responsibilities of Employee’s
employment, provided that Employee has


    
      
         


      

      
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    received
written notice from the Board of Directors of the Company or the Buyer of the
specifics of such material failure and if such failure is capable of cure,
Employee has not cured such failure within 30 days after such notice; (iii)
conviction (including a plea of guilty or nolo contendere) of, any felony, a
misdemeanor involving fraud, acts of dishonesty, or moral turpitude, or any
other crime that the Board of Directors of the Company or the Buyer reasonably
determines may have an adverse effect on the reputation of the Company or the
Buyer or the performance of Employee’s duties;

    


    (c)           No
Voluntary Termination.  Employee shall have no right to terminate his
employment during the Term and, in the event Employee terminates his employment
in violation of this Agreement, all payments and benefits provided for hereunder
will immediately terminate and the Company will have the right to pursue any and
all other remedies that are available to it as a result of Employee’s breach of
this Agreement.

    


    7.           Deductions.  The
Employee authorizes the Company to make such deductions and withholding from his
compensation as are required by law or as the Company deducts or withholds for
its employees generally, which deductions will include, without limitation,
deductions for federal and state income taxes and Social Security.

    


    8.           Rights and Benefits
Personal.  The rights and benefits of the Employee under this
Agreement are personal to him and no such rights or benefits will be subject to
voluntary or involuntary alienation, assignment, or transfer.

    


    9.           Attorneys’
Fees.  If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party will be
entitled to reasonable attorneys’ fees, costs, and disbursements in addition to
any other relief to which it may be entitled.

    


    10.           Severability.  Whenever
there is any conflict between any provision of this Agreement and any statute,
law, regulation, or judicial precedent, the latter will prevail, but in each
such event the provisions of this Agreement thus affected will be curtailed and
limited only to the extent necessary to bring them within the requirement of
law.  If any part, section, paragraph, or clause of this Agreement is
held by a court of proper jurisdiction to be indefinite, invalid, or otherwise
unenforceable, the entire Agreement will not fail on account thereof, but the
balance of this Agreement will continue in full force and effect unless such
construction would be clearly contrary to the intention of the parties or would
be unconscionable.

    


    11.           Entire Agreement;
Modification; Waiver.  This Agreement, the Non-Competition
Agreement, and the Purchase Agreement constitute the entire agreement between
the parties pertaining to the subject matter contained herein and supersede all
prior and contemporaneous agreements, representations, and understandings of the
parties.  No supplement, modification, or amendment of this Agreement
will be binding unless executed in writing by both parties.  No waiver
of any of the provisions of this Agreement will be deemed to or will constitute
a waiver of any other provisions, whether or not similar, nor will any waiver
constitute a continuing waiver.  No waiver will be binding unless
executed in writing by the party making the waiver.


    
      
         


      

      
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    12.           Notices.  All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be delivered in person or sent by registered or certified
mail, postage prepaid, commercial overnight courier (such as Express Mail,
Federal Express, etc.) with written verification of receipt or by telecopy. A
notice shall be deemed given: (a) when delivered by personal delivery (as
evidenced by the receipt); (b) seven days after deposit in the mail if sent by
registered or certified mail; (c) one business day after having been sent by
commercial overnight courier as evidenced by the written verification of
receipt; or (d) on the date of confirmation if telecopied.

     

    
      
        
          	
                       

                	
                  If
      to the Company:

                	 
      	
                  Netcom
      Data Southern Corp.

                
	 
      	 
      	 
      	
                  15431
      O’Neal Road

                
	 
      	 
      	 
      	
                  Gulfport,
      MS  39503

                
	 
      	 
      	 
      	
                  Attn:
      Reid Green

                
	 
      	 
      	 
      	
                  Telephone: 800-554-3317

                
	 
      	 
      	 
      	 
      
	 
      	
                  With
      a copy to:

                	 
      	
                  Nowalsky,
      Bronston, & Gothard

                
	 
      	 
      	 
      	
                  3500
      N. Causeway Blvd., Suite 1442

                
	 
      	 
      	 
      	
                  Metairie,
      LA  70002

                
	 
      	 
      	 
      	
                  Attn:
      Leon Nowalsky

                
	 
      	 
      	 
      	
                  Telephone: 504-832-1984

                
	 
      	 
      	 
      	 
      
	 
      	
                  With
      a copy to:

                	 
      	                                                                          
        
	 
      	 
      	 
      	                                                                
                 
      
	 
      	 
      	 
      	
                  Attn:                                                 

                
	 
      	 
      	 
      	
                  Telephone:                                        

                
	 
      	 
      	 
      	 
      
	 
      	
                  If
      to the Employee:

                	 
      	
                  William
      R. Plummer

                
	 
      	 
      	 
      	
                  980
      Canton Street, Suite D

                
	 
      	 
      	 
      	
                  Roswell,
      GA  30075

                
	 
      	 
      	 
      	
                  Attn: Bill
      Plummer

                
	 
      	 
      	 
      	
                  Telephone: 404-569-1555

                
	 
      	 
      	 
      	 
      
	 
      	
                  With
      a copy to:

                	 
      	                                                                       
       
	 
      	 
      	 
      	                                                                       
        
	 
      	 
      	 
      	
                  Attn:                                               

                
	 
      	 
      	 
      	
                  Telephone:                                      

                


        

      

    

    


    Either
party may specify a different address by giving a written notice to the other
party.

    


    13.           Governing Law;
Jurisdiction.  This Agreement will be construed in accordance
with the laws of the State of Louisiana without giving effect to principals of
conflicts of law, and the Employee consents to the exclusive jurisdiction and
venue of the Louisiana state courts


    
      
         


      

      
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    or
any federal court having jurisdiction located in the State of Louisiana in any
judicial proceedings relating to this Agreement.

    


    14.           Assignment.  The
Company will have the right to assign this Agreement to the Buyer in whole or in
part and the Company or the Buyer shall have the right to assign this Agreement
to any entity that acquires substantially all of the assets and business of the
Company or the Buyer (whether such acquisition takes place as a merger,
reorganization, share acquisition, acquisition of assets, or other
transaction).  Employee may not assign his rights or delegate his
duties under this Agreement.

    


    15.           If,
within the three (3) year Employment Agreement, Employee is terminated from
day-to-day duties, without cause, the Company will continue to provide
compensation as described under this Agreement.  Employee will
continue to abide by the terms of this Agreement and cooperate with the Company
in all respects.

    


    


    IN
WITNESS WHEREOF, this Agreement has been executed as of the date set forth
above.

    


    


                                COMPANY:

    


                                                                                               Netcom Data Southern Corp., a
Georgia corporation

    


    


                                By:    /s/ Walter Reid Green,
Jr.

                                Its:         Treasurer

    


    


                                EMPLOYEE:

    


    


                                   /s/
William R. Plummer

                                      William R. Plummer

    


     

    
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