EXHIBIT 10.1


 


METRO ONE TELECOMMUNICATIONS,
INC.


RETENTION PLAN


 


PURPOSE


 


In the wake of the
current downsizing as a result of the loss of its Nextel business, Metro One
considers it in the best interests of the company to foster the continuous
employment of certain employees who possess specialized knowledge critical to
the company’s business.   This Retention
Plan is applicable only for the purpose of the current circumstances and does
not apply to other circumstances or events.


 


PARTICIPANTS


 


Employees eligible for
Retention Incentives will be selected by the Board of Directors or its designee
based on one or all of the following:


 


•                  Position held


•                  Skills


•                  Relative importance of skills to
required tasks


 


AGREEMENT


 


A written agreement
containing the eligibility criteria and terms of payment must be signed and
dated by the eligible employee and the CEO.


 


DURATION


 


The retention period will
be determined by the Board of Directors or its designee based on the
circumstances, the financial condition of the company, the specific tasks to be
provided by the employee, including any follow-up that may be required.


 


AMOUNT


 


Employees are eligible to
receive up to three weeks’ base pay per year of service at the employee’s
current rate, with a minimum payment of 26 weeks base pay at the employee’s
current rate.  Exceptions may be made by
the Board of Directors at the recommendation of the Chief Executive Officer.


 


PAYMENT
OF RETENTION


 


Retention will be paid in
three incremental installments during the term of the retention, provided the
following conditions are met: (1) the employee maintains adequate
performance during the specified retention period, (2) the employee
continues his/her employment with Metro One through the end of the retention
period; (3) the employee signs a release of claims in substantially the
same form as Exhibit A to the Retention Agreement.


 





















 


The first payment of 25%
of the total retention incentive will be made on the first regular pay day
after the Retention Agreement is signed. 
The second payment of 25% will be paid half way through the retention
period.  The third payment of 50% will be
paid at the end of the retention period, after the Release has been signed and
the revocation period in the Release has expired.  If employment ends during the retention
period due to employee’s resignation, poor performance, or unacceptable
behavior, no retention will be paid.   If
Metro One terminates the employee’s employment without cause, or the employee
terminates his or her employment for Good Reason prior to the end of the
retention period, the remaining retention amount will be paid.  For the purpose of this plan, Good Reason
means:


 


•                  a reduction in the employee’s upward
reporting responsibility, titles, or offices in effect on the date the Retention
Agreement is signed by the employee (the Effective Date), or any change in
duties that has the effect of materially diminishing the employee’s
responsibility or authority;


 


•                  a reduction in the employee’s
compensation in effect on the Effective Date;


 


•                  a requirement that employee be based
anywhere other than within 25 miles of employee’s job location on the Effective
Date; or


 


•                  without replacement by plans or programs
which, taken as a whole, provide benefits similar to those discontinued or
adversely affected, a material reduction in any bonus, incentive, stock
ownership, purchase, option, life insurance, health, accident, disability, or
any other employee compensation or benefit plan or program in which the
employee is participating on the Effective Date.


 


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(FORM OF)


 


RETENTION AGREEMENT


 


This
Retention Agreement (Agreement) is between Metro One Telecommunications, Inc.
(Company) and                                
 (Employee).


 


RECITALS


 


A.            Company considers
it in its best interests to foster the continuous employment of Employee in
his/her present position.


 


B.            Company
acknowledges the possibility that it may undergo further downsizing and other
changes that may foster uncertainty and questions by Employee that could result
in the departure or distraction of Employee to the detriment of Company.


 


C.            Company
has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of Employee to his/her assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the potential changes that may occur at Company.


 


Therefore,
in consideration of the mutual promises set forth below, the parties agree as
follows:


 


I.                                         AGREEMENT


 


1.             Term of Agreement.  The term of this Agreement is from                                                                                          
to                                                                                             
(the Retention Period).


 


2.             Retention Incentive.  The minimum Retention Incentive payable under
this Agreement shall be twenty-six weeks of base pay at Employee’s current
rate, provided Employee meets all eligibility criteria under paragraph 3.  Generally the maximum Retention
Incentive payable under this Agreement is equal to three weeks of the Employee’s
base pay at Employee’s current rate multiplied by the Employee’s years of
service.  Exceptions may be made by the
Board of Directors at the recommendation of the Chief Executive Officer.


 


3.             Eligibility for Retention
Incentive.  The
Retention Incentive, less applicable withholdings, will be paid in three
installments provided the following conditions are met: (1) Employee
continues his/her employment with Company through the end of the Retention
Period, (2) Employee maintains adequate attendance and performance during
the Retention Period, and (3) Employee signs a release of claims in
substantially the same form as Exhibit A to this Agreement.  If Company terminates Employee’s employment
without Cause (defined below) or Employee resigns for Good Reason (defined
below) prior to the end of the Retention Period, Employee will receive the full
Retention Incentive.  If Employee resigns
without Good Reason or is terminated for Cause during the Retention Period,
Employee is ineligible for further Retention Incentive payments.


 


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4.             Timing of Payments.  Twenty-five percent (25%) of the Retention
Incentive will be paid on the first regular pay day after the Retention
Agreement is signed, another twenty-five percent (25%) will be paid half way
through the Retention Period, and the remaining fifty percent (50%) will be
paid upon expiration of the revocation period set forth in Exhibit A to
this Agreement.  If Employee is
terminated without Cause or resigns for Good Reason prior to the end of the
Retention Period, Employee will be paid any remaining installments in a lump
sum upon expiration of the revocation period set forth in Exhibit A to
this Agreement.


 


5.             Effect
of Termination.


 


(a)           Voluntary Resignation or Termination
for Cause.  Except as provided in
paragraph 5(b), Company will have no obligation to pay Employee any further
Retention Incentive in the event Employee resigns or Company terminates
Employee’s employment for Cause at any time through the end of the Retention
Period.  For the purpose of this
Agreement, Cause means:


 


(1)           Employee
is convicted of a felony;


 


(2)           Employee
engages in misappropriation of Company’s funds or assets;


 


(3)           Employee
engages in dishonesty, disloyalty, and/or fraud in connection with Company;


 


(4)           Employee
violates any agreement with Company regarding restrictions on competition, the
disclosure of confidential information and/or the assignment of intellectual
property or inventions;


 


(5)           Employee
engages in conduct which has or causes a diminishing effect on Company’s
reputation, goodwill or business;


 


(6)           Employee
fails to meet attendance and performance requirements under paragraph 3, refuses
to perform his/her assigned duties, or engages in conduct that violates written
Metro One policy.


 


(b)           Resignation for Good Reason.  If Employee terminates his or her employment
for Good Reason prior to the end of the Retention Period, the remaining Retention
Incentive will be paid.  For the purpose
of this plan, Good Reason means:


 


(1)                                  A
reduction in the employee’s upward reporting responsibility, titles, or offices
in effect on the effective date of this Agreement (the Effective Date), or any
change in duties that has the effect of materially diminishing the employee’s
responsibility or authority;


 


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(2)           A
reduction in the employee’s compensation in effect on the Effective Date;


 


(3)           A
requirement that employee be based anywhere other than within 25 miles of
employee’s job location on the Effective Date of this Plan; or


 


(4)           Without
replacement by plans or programs which, taken as a whole, provide benefits
similar to those discontinued or adversely affected, a material reduction in
any bonus, incentive, stock ownership, purchase, option, life insurance,
health, accident, disability, or any other employee compensation or benefit
plan or program in which the employee is participating on the Effective Date.


 


5.             At Will Employment.  Nothing in this Agreement constitutes a
guarantee of continued employment or otherwise modifies the at will nature of
Employee’s employment with Company. 
Therefore, both Company and Employee retain the right to terminate the
employment relationship at any time, with or without Cause or notice.


 


6.             Confidentiality.  It is expressly understood
and agreed that Employee will keep both the fact and terms of this Agreement
and Exhibit A to this Agreement confidential, and that Employee may not
disclose the terms or conditions to anyone, except that Employee may disclose
the contents of this Agreement as required by law and (1) to his/her
immediate family, (2) to his/her lawyers, tax accountants and other
advisors in order to seek advice about its provisions, and properly account for
and report its effects, (3) to obtain enforcement of any of its
provisions; provided anyone to whom Employee is authorized to disclose this
Agreement agrees to be bound by the terms of this paragraph.


 


7.             Governing Law and Dispute
Resolution.  This
Agreement is governed by Oregon law, without regard to conflicts of law
principles.  The parties agree that any
dispute (1) concerning the interpretation, construction or breach of this
Agreement, (2) arising from Employee’s employment or service with Company,
or (3) relating to any compensation or benefits Employee may claim, shall
be submitted to a mediator agreed upon by the parties for nonbinding
confidential mediation in Portland, Oregon. 
Each party shall bear their own costs of mediation.  If the matter cannot be resolved with the aid
or the mediator, it shall be submitted to final and binding confidential
arbitration in Portland, Oregon, pursuant to the rules of the American
Arbitration Association or such other rules as agreed to by the
parties.  The prevailing party shall be
entitled to recover its reasonable costs, attorney fees and out-of pocket
expenses relating to arbitration.  Both
parties agree that the procedures outlined in this paragraph are the exclusive
methods of dispute resolution.


 


8.             Severability.  The provisions of this Agreement are
severable.  If any provision of this
Agreement or its application is held invalid, the invalidity shall not affect
other obligations, provisions, or applications of this Agreement which can be
given effect without the invalid obligations, provisions, or applications.


 


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9.             Section Headings.  The section headings contained herein
are for reference purposes only and will not in any way affect the meaning or
interpretation of this Agreement.


 


10.          Entire Agreement.  This Agreement, including Exhibit A to
this Agreement, constitutes the entire agreement between the parties and
supersedes all prior or contemporaneous oral or written understandings,
statements, representations or promises with respect to its subject matter.


 


This
Agreement is not effective until it is signed by all parties.


 


	
  EMPLOYEE

  	
  METRO
  ONE TELECOMMUNICATIONS,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
						



 


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