exv10w6



 


Exhibit 10.6


EXECUTIVE EMPLOYMENT AGREEMENT



     This Executive Employment Agreement (this “Agreement”) is made as of the
15th day of December, 2003 by and among Mobilepro Corporation, a Delaware
corporation (the “Company”), and Jay O. Wright, a natural person, residing in
Maryland (“Mr. Wright”).


     WHEREAS, the Company wishes to employ Mr. Wright as its Interim President
and Chief Executive Officer and Mr. Wright wishes to accept such employment;


     WHEREAS, the Company and Mr. Wright wish to set forth the terms of Mr.
Wright’s employment and certain additional agreements between Mr. Wright and
the Company.


     NOW, THEREFORE, in consideration of the foregoing recitals and the
representations, covenants and terms contained herein, the parties hereto agree
as follows:


     1.     Employment Period


          The Company will employ Mr. Wright, and Mr. Wright will serve the Company,
under the terms of this Agreement commencing December 15, 2003 (the
“Commencement Date”) for a term of four (4) months unless earlier terminated
under Section 4 hereof. The period of time between the commencement and the
termination of Mr. Wright’s employment hereunder shall be referred to herein as
the “Employment Period.”



     2.     Duties and Status


          The Company hereby engages Mr. Wright as its President and Chief Executive
Officer on the terms and conditions set forth in this Agreement. During the
term of the Employment Period, Mr. Wright shall report directly to the Board of
Directors of the Company and shall exercise such authority, perform such
executive functions and discharge such responsibilities as are reasonably
associated with Mr. Wright’s position, commensurate with the authority vested
in Mr. Wright pursuant to this Agreement and consistent with the governing
documents of the Company. These duties include, but are not limited to: (i)
seeking and closing acquisitions for the Company in order to grow the Company’s
revenue and earnings per share; (ii) interfacing with Wall Street and serving
as the Company’s “face” to the capital markets; (iii) identifying and
recruiting additional personnel to build the Company; (iv) working to shape and
determine the strategic direction of the Company; and (v) handling such other
leadership, administrative and managerial roles as is customary and appropriate
for a company’s President and Chief Executive Officer.



     During the Employment Period, Mr. Wright shall devote such of his business
time, skills and efforts to the business of the Company as are necessary to


 






 


execute Mr. Wright’s responsibilities as the Company’s President and Chief
Executive Officer, it being recognized by the Company that, due to the interim
nature of this Agreement, Mr. Wright will not be terminating his other business
activities until such time as a permanent employment agreement, if any, is
executed between the parties.


     3.     Compensation and Benefits



	 	(a)	 	Salary. During the Employment Period, the Company shall pay
to Mr. Wright, as compensation for the performance of his duties
and obligations under this Agreement, a base salary of Thirteen
Thousand Dollars ($13,000) per month, payable in Six Thousand Five
Hundred Dollar ($6,500) increments as follows: January 2, 2004,
January 15, 2004, January 30, 2004, February 13, 2004, February
27, 2004, March 15, 2004, March 31, 2004 and April 15, 2004. The
Company shall pay Mr. Wright on a W-2 basis and shall be
responsible for withholding taxes.
	 
	 	(b)	 	Bonus. During the Employment Period, Mr. Wright shall be
entitled to a bonus equal to the greater of two percent (2.0%) of
the revenues for the most recent twelve (12) month period of each
acquisition made by the Company during the Employment Period or
zero. Such bonus shall be paid half in cash and half in either
free trading stock or cash, at the Company’s election. An
acquisition shall be deemed “made” if a definitive agreement is
executed during the Employment Period and the transaction closes
within five (5) months after the definitive agreement is executed.

	 
	 	(c)	 	Equity. As partial consideration for entering into this
Agreement, the Company hereby grants Mr. Wright three million
(3,000,000) shares of the common stock of the Company (the
“Stock”). The Stock shall be registered on Form S-8 or other
suitable form on or before January 31, 2004 and shall vest ratably
over the term of this Agreement (i.e. 750,000 per month for four
(4) months), or earlier if Mr. Wright’s employment is terminated
without cause or for good reason (as described in Section 4
hereof) or due to a change in control, sale of a majority of the
common stock or substantially all of the assets of the Company or
merger of the Company into or with another company (unless such
company is less than ninety percent (90%) of the size (measured by
market value) of the Company). The Company represents and
warrants to Mr. Wright that, as of the date hereof, there are less
than two hundred million (200,000,000) shares of the Company
outstanding on a fully-diluted basis, including all oral
obligations and commitments to issue shares, warrants and/or
options.
	 
	 	(d)	 	Other Benefits. During the Employment Period, Mr. Wright
shall be entitled to participate in all of the employee benefit
plans, programs and arrangements of the Company in effect during
the



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	 	 	 	Employment Period which are generally available to senior
executives of the Company, subject to and on a basis
consistent with the terms, conditions and overall
administration of such plans, programs and arrangements. In
addition, during the Employment Period, Mr. Wright shall be
entitled to fringe benefits and perquisites comparable to
those of other senior executives of the Company including,
but not limited to, five (5) days of vacation pay plus one
(1) sick/personal day, to be used in accordance with the
Company’s vacation pay policy for senior executives.
	 
	 	(e)	 	Business Expenses. During the Employment Period, the Company
shall promptly reimburse Mr. Wright for all appropriately
documented, reasonable business expenses incurred by Mr. Wright in
the performance of his duties under this Agreement, including
telecommunications expenses and travel expenses.
	 
	 	(f)	 	Office. During the Employment Period, the Company shall
provide an office and, to the extent that the Company’s budget
allows, secretarial assistance to Mr. Wright suitable to Mr.
Wright’s position as the Company’s President and Chief Executive
Officer at a place mutually agreeable to Mr. Wright and the
Company, in Bethesda or Potomac, Maryland.



     4.     Termination of Employment



	 	(a)	 	Termination for Cause. The Company may terminate Mr.
Wright’s employment hereunder for cause. For purposes of
this Agreement and subject to Mr. Wright’s opportunity to
cure as provided in Section 4(c) hereof, the Company shall
have “cause” to terminate Mr. Wright’s employment hereunder
if such termination shall be the result of:
	 



	 	(i)	 	willful fraud or material dishonesty in connection with
Mr. Wright’s performance hereunder;
	 
	 	(ii)	 	the deliberate or intentional failure by Mr. Wright to
substantially perform his duties hereunder that results in
material harm to the Company; or
	 
	 	(iii)	 	the conviction for,
or plea of nolo contendere to a charge of, or commission of
a felony.
	 



	 	(b)	 	Termination for Good Reason. Mr. Wright shall have the right
at any time to terminate his employment with the Company for any
reason. For purposes of this Agreement and subject to the
Company’s opportunity to cure as provided in Section 4(c) hereof,
Mr. Wright shall have “good reason” to terminate his employment
hereunder if such termination shall be the result of:



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	 	(i)	 	the failure of the Company to close its $1 million
financing with Cornell Capital which is anticipated to close on or
before December 19, 2003;
	 
	 	(ii)	 	the release of a press release by
the Company during the Employment Period without Mr. Wright’s
review and authorization; or
	 
	 	(iii)	 	the breach by the Company of
any material provision of this Agreement.
	 



	 	(c)	 	Notice and
Opportunity to Cure. Notwithstanding the foregoing, it shall be a
condition precedent to the Company’s right to terminate Mr.
Wright’s employment for “cause” and Mr. Wright’s right to
terminate for “good reason” that (i) the party seeking termination
shall first have given the other party written notice stating with
specificity the reason for the termination (“breach”) and (ii) if
such breach is susceptible of cure or remedy, a period of fifteen
(15) days from and after the giving of such notice shall have
elapsed without the breaching party having effectively cured or
remedied such breach during such 15-day period, unless such breach
cannot be cured or remedied within fifteen (15) days, in which
case the period for remedy or cure shall be extended for a
reasonable time (not to exceed an additional thirty (30) days)
provided the breaching party has made and continues to make a
diligent effort to effect such remedy or cure.
	 
	 	(d)	 	Termination Upon Death or Permanent and Total Disability. The
Employment Period shall be terminated by the death of Mr. Wright.
The Employment Period may be terminated by the Board of Directors
of the Company if Mr. Wright shall be rendered incapable of
performing his duties to the Company by reason of any medically
determined physical or mental impairment that can be reasonably
expected to result in death or that can be reasonably be expected
to last for a period of either (i) six (6) or more consecutive
months from the first date of Mr. Wright’s absence due to the
disability or (ii) nine (9) months during any twelve-month period
(a “Permanent and Total Disability”). If the Employment Period is
terminated by reason of a Permanent and Total Disability of Mr.
Wright, the Company shall give thirty (30) days’ advance written
notice to that effect to Mr. Wright.



     5.     Consequences of Termination



	 	(a)	 	Without Cause or for Good Reason. In the event of a
termination of Mr. Wright’s employment during the Employment
Period by the Company other than for “cause” (as provided for in
Section 4(a) hereof), by Mr. Wright for “good reason” (as provided
for in



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	 	 	 	Section 4(b) hereof), the Company shall pay Mr. Wright (or
his estate) and provide him with the following:
	 



	 	(i)	 	Lump-Sum Payment . A lump-sum cash payment, payable
ten (10) days after Mr. Wright’s termination of employment,
equal to the sum of the following:
	 



	 	(A)	 	Salary. The
equivalent of two months (the “Severance Period”) of Mr.
Wright’s then-current base salary; plus
	 
	 	(B)	 	Earned but Unpaid Amounts. Any previously earned
but unpaid salary through Mr. Wright’s final date of
employment with the Company, and any previously
earned but unpaid bonus amounts prior to the date of
Mr. Wright’s termination of employment.
	 



	 	(ii)	 	Other Benefits. The Company shall provide continued
coverage for the Severance Period under all health, life,
disability and similar employee benefit plans and programs
of the Company on the same basis as Mr. Wright was entitled
to participate immediately prior to such termination,
provided that Mr. Wright’s continued participation is
possible under the general terms and provisions of such
plans and programs. In the event that Mr. Wright’s
participation in any such plan or program is barred, the
Company shall arrange to provide Mr. Wright with benefits
substantially similar (including all tax effects) to those
which Mr. Wright would otherwise have been entitled to
receive under such plans and programs from which his
continued participation is barred. In the event that Mr.
Wright is covered under substitute benefit plans of another
employer prior to the expiration of the Severance Period,
the Company will no longer be obligated to continue the
coverages provided for in this Section 5(a)(ii).
	 



	 	(b)	 	Other Termination of Employment. In the event that Mr.
Wright’s employment with the Company is terminated during the
Employment Period by the Company for “cause” (as provided for in
Section 4(a) hereof) or by Mr. Wright other than for “good reason”
(as provided for in Section 4(b) hereof), the Company shall pay
Mr. Wright any earned but unpaid salary and bonus through Mr.
Wright’s final date of employment with the Company, and the
Company shall have no further obligations to Mr. Wright.
	 
	 	(c)	 	Withholding of Taxes. All payments required to be made by the
Company to Mr. Wright under this Agreement shall be subject



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	 	 	 	only to the withholding of such amounts, if any, relating
to tax, excise tax and other payroll deductions as may be
required by law or regulation.
	 
	 	(d)	 	No Other Obligations. The benefits payable to Mr. Wright
under this Agreement are not in lieu of any benefits payable under
any employee benefit plan, program or arrangement of the Company,
except as specifically provided herein, and Mr. Wright will
receive such benefits or payments, if any, as he may be entitled
to receive pursuant to the terms of such plans, programs and
arrangements. Except for the obligations of the Company provided
by the foregoing and this Section 5, the Company shall have no
further obligations to Mr. Wright upon his termination of
employment.
	 
	 	(e)	 	No Mitigation or Offset. Mr. Wright shall have no obligation
to mitigate the damages provided by this Section 5 by seeking
substitute employment or otherwise and there shall be no offset of
the payments or benefits set forth in this Section 5 except as
provided in Section 5(a)(ii).




	 	6.	 	Governing Law



               This Agreement and the rights and obligations of the parties hereto shall
be construed in accordance with the laws of the State of Maryland, without
giving effect to the principles of conflict of laws.




	 	7.	 	Indemnity and Insurance



               The Company shall, to the fullest extent permitted by law and by its
Certificate of Incorporation and By-laws, indemnify Mr. Wright and hold him
harmless for any acts or decisions made by him while performing his duties
pursuant to this Agreement, unless such acts or decisions are made in bad faith
or are intentionally harmful to the welfare of the Company. The Company shall
also, to the fullest extent permitted by law and by its Certificate of
Incorporation and By- laws, indemnify Mr. Wright and hold him harmless from any
legal fees or expenses incurred by Mr. Wright arising out of his good faith
service as an officer or agent of the Company.



               The Company shall provide that Mr. Wright is covered by any Directors and
Officers insurance that the Company provides to other senior executives and/or
board members.




	 	8.	 	Notice



               All notices, requests and other communications pursuant to this
Agreement shall be sent by overnight mail to the following addresses:




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	 	 	If to Mr. Wright:




	 	 	 
	 	 	
Jay O. Wright

Phone:

Fax:

Email: 




	 	 	If to the Company:




	 	 	 
	 	 	
Mobilepro Corporation

Attn: Board of Directors

30 West Gude Drive

Suite 480 

Rockville, Maryland 20850 

Phone: 301.315.9040

Fax: 301.315.9027




	 	9.	 	Waiver of Breach



               Any waiver of any breach of this Agreement shall not be construed to be a
continuing waiver or consent to any subsequent breach on the part of either Mr.
Wright or of the Company.




	 	10.	 	Non-Assignment / Successors



               Neither party hereto may assign his or its rights or delegate his or its
duties under this Agreement without the prior written consent of the other
party; provided, however, that (i) this Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Company upon any sale or
all or substantially all of the Company’s assets, or upon any merger,
consolidation or reorganization of the Company with or into any other
corporation, all as though such successors and assigns of the Company and their
respective successors and assigns were the Company; and (ii) this Agreement
shall inure to the benefit of and be binding upon the heirs, assigns or
designees of Mr. Wright to the extent of any payments due to them hereunder.
As used in this Agreement, the term “Company” shall be deemed to refer to any
such successor or assign of the Company referred to in the preceding sentence.




	 	11.	 	Severability



               To the extent any provision of this Agreement or portion thereof shall be
invalid or unenforceable, it shall be considered deleted therefrom and the
remainder of such provision and of this Agreement shall be unaffected and shall
continue in full force and effect.




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	 	12.	 	Counterparts



               This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.




	 	13.	 	Proprietary Rights



               Mr. Wright hereby agrees to execute an Employee Invention Assignment and
Confidentiality Agreement with the Company in substantially the form attached
hereto as Schedule A.




	 	14.	 	Arbitration



               Mr. Wright and the Company shall submit to mandatory and exclusive binding
arbitration, any controversy or claim arising out of, or relating to, this
Agreement or any breach hereof where the amount in dispute is greater than or
equal to $50,000, provided, however, that the parties retain their right to,
and shall not be prohibited, limited or in any other way restricted from,
seeking or obtaining equitable relief from a court having jurisdiction over the
parties. In the event the amount of any controversy or claim arising out of,
or relating to, this Agreement, or any breach hereof, is less than $50,000, the
parties hereby agree to submit such claim to mediation. Such arbitration shall
be governed by the Federal Arbitration Act and conducted through the American
Arbitration Association (“AAA”) in the District of Columbia, before a single
neutral arbitrator, in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association in effect at that
time. The parties may conduct only essential discovery prior to the hearing,
as defined by the AAA arbitrator. The arbitrator shall issue a written
decision which contains the essential findings and conclusions on which the
decision is based. Mediation shall be governed by, and conducted through, the
AAA. Mr. Wright shall bear only those costs of arbitration or mediation he
would otherwise bear had he brought a claim covered by this Agreement in court.
Judgment upon the determination or award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.




	 	15.	 	Representations of Company



               Schedule B hereto is incorporated by reference and is made a part of this
Agreement as if the entire contents of such Schedule B were set forth herein.
The Company shall have no liability for any violation of this Section 15 other
than to allow Mr. Wright to terminate his employment hereunder and receive the
severance payment under Section 5 hereof.




	 	16.	 	Entire Agreement



               This Agreement and all schedules and other attachments hereto constitute
the entire agreement by the Company and Mr. Wright with respect to the subject
matter



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hereof and, except as specifically provided herein, supersedes any and all
prior agreements or understandings between Mr. Wright and the Company with
respect to the subject matter hereof, whether written or oral. This Agreement
may be amended or modified only by a written instrument executed by Mr. Wright
and the Company.



          IN WITNESS WHEREOF, the parties have executed this Agreement as of
December 15, 2003.




	 	 	 	 	 
	JAY O. WRIGHT	 	MOBILEPRO CORPORATION
	 	 	 	 	 
	/s/ Jay O. Wright	 	
By:
	 	/s/ Daniel Lozinsky
	
	 	 	 	

	 
	 	 	
Its:
	 	Director and Secretary



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