**Exhibit10.1**

 

**EMPLOYMENTAGREEMENT**

 

This Employment Agreement is made andentered into this 27 day of June, 1990, by and among INET, Inc., a Texascorporation (the “Employer”), and Michael J. Reiman, an individual residing inthe State of Texas (the “Employee”).

 

**RECITALS:**

 

A.                                   Employeris engaged as a telecommunications equipment manufacturer;

 

B.                                     Employerdesires to engage Employee as an employee to perform the services required ofhim by the terms hereof;

 

C.                                     Employerdesires to provide an incentive for Employee to participate in the growth andsuccessful operation of Employer;

 

D.                                    Employeedesires to accept employment as an employee of Employer; and

 

E.                                      Employerdesires to protect its legitimate business interests.

 

**NOW THEREFORE**, inconsideration of the mutual covenants and agreements herein contained, theparties hereby agree as follows:

 

# **ARTICLE I**

 

## **ASSOCIATIONAND RELATIONSHIP**

 

1.1 Nature of Employment. Employer hereby employs Employee and Employee hereby accepts suchemployment from Employer upon the terms and conditions herein set forth. In hisemployment with Employer, Employee may be assigned to any territory, may bedirected to occupy various positions, and may be required to work in anylocation, all this designated by Employer as it determines to be in its bestinterest.

 

1.2 Nature of Relationship. Employer agrees to employ Employee and Employee agrees to render hisexclusive services to Employer with such duties as may be assigned to him fromtime to time by Employer. Employee agrees to perform his duties in accordancewith any rules and regulations promulgated by Employer. It is expressly agreedthat the continued employment of Employee by Employer from the date of thisAgreement is part of Employee’s consideration for this Agreement.

 

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1.3 Exclusive Services. Employee shall devote his entire time andattention to Employer’s business and affairs and shall not, without the consentof the Board of Directors of Employer, either directly or indirectly, engage inany other profession or business which would necessitate Employee giving anappreciable portion of his time and effort to the detriment of Employer’sbusiness. Passive and personal investments and the conduct of private businessaffairs shall not be prohibited under this Agreement to the extent that suchactivities do not detrimentally affect Employer’s business.

 

# **ARTICLE II**

 

### **COMPENSATION**

 

2.1 Compensation. In consideration of his services, Employer agreesthat during the term of this Agreement, Employee shall be paid Three ThousandFour Hundred dollars ($3,400.00) per calendar month.

 

2.2 Stock Option Arrangement. In consideration of Employee’s employment with Employer and in order toprovide Employee with an opportunity to purchase a proprietary interest inEmployer, Employer agrees to grant Employee a stock option pursuant to a StockOption Agreement to be executed by the parties.

 

2.3 Working Facilities. Employee shall be furnished with such facilities and services as may berequired by his position and the adequate performance of his duties.

 

2.4 Reimbursement of Expenses. The Employer shall reimburse the Employee for all reasonable andnecessary expenses incurred in the performance of his duties hereunder.

 

# **ARTICLE III**

 

### **COVENANTNOT TO COMPETE**

 

3.1 Covenant.  Employee herebyagrees that during the term of this Agreement and for a period of two (2) yearsafter the termination hereof, regardless of the cause of termination, Employeewill not directly or indirectly, either through any kind of ownership (otherthan ownership of securities of a publicly held corporation of which Employeeowns less than one percent of any class of outstanding securities), or as adirector, officer, principal, agent, employee, employer, advisor, consultant,co-partner, or in any individual or representative capacity whatever, eitherfor his own benefit or for the benefit of any other person, firm, orcorporation, without the prior written consent of the Board of Directors ofEmployer, compete with Employer by engaging in any of the following acts, whichacts shall be considered violations of this covenant not to compete:

 

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(a)                                  Directly or indirectly engage inthe selling or merchandising of any Product Line (hereinafter defined) whichEmployer sells, solicits the sale of, or otherwise merchandises the ProductLine;

 

(b)                                 Canvass, solicit, accept, orperform any type of work then performed by Employer with respect to the ProductLine of any Supplier (hereinafter defined) of Employer, including but notlimited to, the solicitation of the right to sell, merchandise, or distributeany Product Line of a Supplier;

 

(c)                                  Directlyor indirectly induce or attempt to induce any Supplier or Customer(hereinafter defined) to withdraw, curtail, or cancel its business withEmployer;

 

(d)                                 Give or attempt to give anyperson, partnership, or corporation the right to solicit or canvass anySupplier for the selling, merchandising, or distribution of any Product Line;or

 

(e)                                  Directlyor indirectly disclose to any person, partnership, or corporation, the name ofany Supplier.

 

3.2 Definitions. 

 

(a)                                  ProductLine. As used herein the term “Product Line” includes any formof goods, merchandise, or product that is manufactured, merchandised, sold, orin any way produced or distributed by Employer or a Supplier of Employer.

 

(b)                                 Suppliers. Asused herein the term “Suppliers” includes any individual or business entity forwhich Employer merchandises, sells, or otherwise aids in the distribution ofany goods, merchandise, or products of any kind during the term of thisAgreement; from which Employer purchases any goods, merchandise, or products ofany kind for resale during the term of this Agreement; or prospective supplierswith which Employee has reason to believe negotiations are under way upontermination of this Agreement.

 

(c)                                  Customers. Asused herein the term “Customers” includes any individual or business entitywhich has purchased any goods, merchandise, or products from Employer, or anyarchitect, engineer, programmer or designer that has recommended any item of aProduct Line or consulted with Employer regarding any Product Line.

 

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# **ARTICLE IV**

 

### **CONFIDENTIALINFORMATION**

 

4.1 Nondisclosure. Employee expressly covenants and agrees that hewill not, during his employment with Employer or at any time after thetermination hereof, irrespective of the time, manner, or cause of thetermination, directly or indirectly, reveal, divulge, disclose, or communicateto any person, film, or corporation, other than authorized officers, directors,and employees of Employer, in any manner whatsoever, any ConfidentialInformation of Employer or any of its subsidiaries or affiliates without theprior written consent of the Board of Directors of Employer.

 

4.2 Definition of “Confidential Information”. As used herein,“Confidential Information” means information of any kind, nature, anddescription disclosed to, discovered by, or otherwise known by Employee as adirect or indirect consequence of or through his employment with Employer, notgenerally known in the businesses in which Employer is or may become engaged,about Employer’s business, merchandise, processes and services, including, butnot limited to, information relating to Employer’s research, developments,inventions, product lines, designs, purchasing, finances and financial affairs,marketing, merchandising, clients, customers, architects, designers, or personsor concerns likely to become clients, customers, architects, or designers, anypast or present merchandise or supply sources, or persons or concerns likely tobecome merchandise or supply sources in the future, system designs, proceduremanuals, the prices it obtains or has obtained or at which it sells or has soldits services or products, the name of its personnel, automated data programs,reports, personnel procedures, and supply and service resources.

 

4.3 Return of Confidential Information. Upon termination of thisAgreement, unless authorized to the contrary in writing by the Board ofDirectors of Employer, Employee will surrender to Employer all ConfidentialInformation, including, but not limited to, all lists, charts, schedules,reports, financial statements, books, and records, and all copies thereof, ofEmployee and any and all other property belonging to Employer whatsoever.

 

# **ARTICLE V**

 

**SURVIVAL OFCOVENANTS**

 

In the event of termination of thisAgreement, with or without cause, then (a) the covenant contained inArticle ill hereof shall survive for a period of two (2) years after thedate this Agreement is terminated and (b) the covenant contained inArticle IV hereof shall survive indefinitely. During the continuation, thecovenants shall remain in full force and effect as if the Agreement werecontinuing.

 

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**ARTICLE VI**

 

**ENFORCEMENT OFCOVENANTS**

 

Employee agrees that a violation in his partof any covenant contained in this agreement will cause such damage to Employeras will be irreparable and for that reason, Employee further agrees thatEmployer shall be entitled, as a matter of right, to an injunction out of anycourt of competent jurisdiction, restraining any further violation of saidcovenants by Employee, his employer, employees, partners, or agents. Such rightto injunction shall be cumulative and in addition to whatever other remediesEmployer may have, including, specifically, recovery of liquidated andadditional damages. Employee expressly acknowledges and agrees that therespective covenants and agreements contained herein are reasonable as to bothscope and time. Employee and Employer expressly acknowledge and agree that suchcovenants and agreements shall be construed in such a manner as to beenforceable under applicable laws if a court of competent jurisdictiondetermines that a more limited scope of time is required.

 

**ARTICLE VII**

 

**TERM OFAGREEMENT**

 

7.1 Term.  The term of thisAgreement shall be for a period of one year from the date hereof, and shall,without the necessity of any action by either party, automatically renew forsubsequent one year periods, but subject to termination by the Employer givingthirty (30) days or more written notice to the Employee. In the event oftermination, Employer shall be under no obligation to Employee except to payhim such salary as he may be entitled to receive up to the time of termination.

 

7.2 Immediate Termination. Employer may terminate this Agreementwithout notice if Employee breaches any of the covenants of this Agreementincluding, but not limited to, disclosing Confidential Information, or in anyway jeopardizing the professional integrity, reputation, or clientrelationships of Employer. The determination of a breach of any covenant forpurposes of this section shall be at Employer’s sole discretion.

 

7.3 Mutual Agreement. Employee’s employment under this Agreement maybe terminated by mutual written agreement of Employee and Employer.

 

7.4  Illness or Incapacity. If during theterm of this Agreement, or any renewal term, the Employee should be preventedfrom performing his duties by reason of illness or incapacity for an aggregateof three (3) months in anyone year, the Employer shall not be obligated to paythe Employee any compensation for any period of absence in excess of theaggregate of three (3) months in any year. If during the term of thisEmployment Agreement, or any renewal term, the Employee should be preventedfrom performing his duties by reason of illness or incapacity for a continuousperiod of three (3) months, then the Employer, may, if it so elects, uponthirty (30) days’ prior notice, terminate the Employee’s employment.

 

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7.5 Death of Employee. In the event of the Employee’s death duringthe term of this Agreement, this Agreement shall terminate immediately and theEmployee’s estate shall receive the salary due to the Employee through the lastday of the calendar month in which his death shall have occurred.

 

7.6 Termination Upon Sale of Business. Notwithstanding anythingherein contained to the contrary, the Employer may terminate this Agreementupon thirty (30) days’ written notice to the Employee upon the happening of anyof the following events; (A) the sale by the Employer of substantially all ofits assets; (B) the sale, exchange or other disposition, in one transaction, offifty- one percent (51 %) of the outstanding shares of the Employer; (C) adecision by the Employer to terminate its business and liquidate its assets; or(D) the merger or consolidation of the Employer in a transaction in which theshareholders of the Employer receive less than fifty per cent (50%) of theoutstanding voting shares of the new or continuing entity.

 

**ARTICLE VIII**

 

**MISCELLANEOUS**

 

8.1 Notice. All notices provided for by this Agreement shall be madein writing; (a) either by actual delivery of the notice to the party thereuntoentitled; or (b) by the mailing of the notice in the United States mailaddressed to the party to be notified at the address listed below (or at suchother address as may have been designated by written notice), certified orregistered mail, return receipt requested. The notice shall be deemed to bereceived (a) if by personal delivery, on the date of its actual receipt by theparty entitled thereto or (b) if by mail, on the date of deposit in the UnitedStates mail.

 
| EMPLOYER: |   | INET, Inc.              |
|-----------|--------|-------------------------|
|      |   | 740 East Campbell       |
|      |   | Suite 812               |
|      |   | Richardson, Texas 75081 |
|      |   |                    |
| EMPLOYEE: |   | Michael J. Reiman       |
|      |   | 615 Hilltop Circle      |
|      |   | Wylie, Texas 75098      |

 

8.2 Entire Agreement. This Agreement contains the entire agreement ofthe parties and supercedes all prior agreements and understandings, oral orwritten, if any, between the parties. No modification or amendment of any ofthe terms, conditions, or provisions herein may be made otherwise than bywritten agreement signed by the parties.

 

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8.3 Governing Law. The laws of the State of Texas shall govern thevalidity, construction, enforcement and interpretation of this Agreement.

 

8.4 Parties Bound. This Agreement and the rights and obligationshereunder shall be binding upon and inure to the benefit of Employer, Employee,and their respective heirs, personal representatives, successors, and assigns;provided, however, that Employee may not assign any rights or obligationshereunder without the express written consent of Employer. This Agreement shallalso bind and inure to the benefit of any successor of Employer by merger orconsolidation, or any assignee of all or substantially all of Employer’sproperties.

 

8.5 Savings Clause. If anyone or more of the provisions contained inthis Agreement shall for any reason be held to be invalid, illegal, orunenforceable in any respect, such invalidity, illegality, or unenforceabilityshall not affect the validity and enforceability of any other provisionshereof. Further, should any provisions within this Agreement ever be reformedor rewritten by a judicial body, such provisions as so rewritten shall bebinding upon Employer and Employee.

 

8.6 Waiver of Breach. The waiver by any party of a breach of anyprovision of this Agreement shall not operate or be construed as a waiver ofany subsequent breach by any party.

 

8.7 Descriptive Heading. Titles to paragraphs are for information purposesonly and shall not be used for interpretation of this Agreement.

 

8.8 Multiple Counterparts. This Agreement has been executed in anumber of identical counterparts, each of which for all purposes is to bedeemed an original, and all of which constitute, collectively, one agreement;but in making proof of this Agreement, it shall not be necessary to produce oraccount for more than one such counterpart.

 

**IN WITNESS WHEREOF**, thisAgreement is signed and executed the day and year rust above written.

 
| **EMPLOYER:**         | **EMPLOYEE:**     |
|-----------------------|-------------------|
|                  |              |
|                  |              |
| /s/ Mark A. Weinzierl |              | /s/ Michael J. Reiman |   |
| INET, Inc.            | Michael J. Reiman |
| By:                   |              | Mark A. Weinzierl |   |   |
| Title:                |              | Secretary |   |   |
|                       |                   |  |  |  |  |  |

 

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