AGREEMENT made as of August 3, 2004, by and between iVoice Technology
3, Inc., a Nevada corporation (hereinafter referred to as the "Company"),
having an office at 750 Highway 34, Matawan, New Jersey 07747 and Jerome
Mahoney, residing at 750 Rt. 34, Matawan, NJ 07747 (hereinafter referred to
as the "Executive").
W I T N E S S E T H :
WHEREAS, the Company desires to engage the services of the Executive,
and the Executive desires to render such services;
NOW, THEREFORE, in consideration of the premises, the parties agree as
1. Employment. The Company hereby employs the Executive as Chairman
of the Board of Directors, and the Executive hereby accepts such employment,
subject to the terms and conditions hereinafter set forth.
2. Term. The term of the Executive's employment hereunder shall
commence on August 3, 2004 and shall continue to August 2 , 2009.
3. Duties. The Executive agrees that the Executive will serve the
Company on a part-time basis faithfully and to the best of his ability as the
Chairman of the Board of Directors, subject to the general supervision of the
Board of Directors of the Company. The Executive agrees that the Executive
will not, during the term of this Agreement, engage in any other business
activity which interferes with the performance of his obligations under this
Agreement. The Executive further agrees to serve as a director of the
Company and/or of any parent, subsidiary or affiliate of the Company if the
Executive is elected to such directorship.
Upon the Date of Termination, the Executive shall resign as an officer
and director of the Company and any of its subsidiaries.
(a) In consideration of the services to be rendered by the Executive
hereunder, including, without limitation, any services rendered by the
Executive as director of the Company or of any parent, subsidiary or
affiliate of the Company, the Company agrees to pay the Executive, and the
Executive agrees to accept fixed compensation at the rate of Eighty Five
Thousand ($ 85,000.00), subject to all required federal, state and local
payroll deductions, that shall increase on the anniversary date of August 3,
2005 and upon every annual anniversary thereafter, at the rate based on the
Consumer Price Index.
(b) The Executive shall also be entitled to three weeks vacation,
unlimited sick leave and fringe benefits, (monthly expenses, travel expenses
and an Annual Bonus) in accordance with Company policies and plans in effect,
from time to time, for executive officers of the Company.
(c) The Executive shall participate in the Company's Corporate
Compensation Program as approved and authorized by the Board of Directors of
the Company, subject to amendment by the Board of Directors or the
Compensation Committee of the Board of Directors of the Company ("Incentive
Compensation"). The Executive shall not receive any Incentive Compensation
should the Executive be terminated for Termination for Cause. Such Incentive
Compensation for the particular fiscal year shall be paid to the Executive no
later than upon the filing of the Company's Form 10-KSB, or equivalent form,
or if no Form 10-KSB need be filed, then within ninety (90) days after the
end of each fiscal year.
(d) Except as hereinafter provided in Section 5(a), the Company shall
pay the Executive, for any period during which the Executive is unable fully
to perform his duties because of physical or mental illness or incapacity, an
amount equal to the fixed compensation due the Executive for such period less