EMPLOYMENT AGREEMENT
WITH
XXXXXX XXXXXXXX
AGREEMENT entered into as of March 11, 1997, between Xxxxxx Xxxxxxxx
residing at ________________________ (the "Employee") and TTR Inc. c/o TTR
Technologies Ltd. X.X. Xxx 0000 Xxxx Xxxx Xxxxxx 00000 (the "Company" or "TTR").
W I T N E S S E T H
WHEREAS, the Company is in the business of developing and marketing
computer products ("Business"); and
WHEREAS, the Company desires to employ Employee initially as Chief
Financial Officer (CFO) of the Company.
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment
With effect from the effective date (as defined in section 3), the Company
employs Employee and Employee accepts employment with the Company upon the terms
and conditions set forth herein.
2. Duties
2.1 TTR hereby engages Employee to serve as its Chief Financial Officer
("CFO"). The Employee's authority shall be subject to the authority of the
President or the Board of Directors of the Company.
2.2 Employee shall devote his full time and attention to the Business of
the Company and shall perform his duties diligently and promptly for the benefit
of the Company. Notwithstanding the above the Company acknowledges and agrees
that Employee may devote up to ten hours per month in rendering services to
American Corporate Services.
2.3 Employee shall report regularly and as requested to the President of
the Company. Employee shall pre-clear with the President of the Company all
activities.
2.4 The Employee shall further have such duties and responsibilities
commensurate with his position as may be assigned to him from time to time by
the President.
2.5 The Employee's services under this Agreement will be performed
primarily at the Company's United States office. The Parties acknowledge and
agree however that the nature of the Employee's duties hereunder will also
require substantial domestic and international travel.
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3. Term
3.1 Employee's employment under this Agreement shall commence on March 18,
1997 (the "Effective Date") and shall end on the earlier of : (i) the death or
disability (as defined herein ) of the Employee, (ii) termination of Employee's
employment with cause (as defined herein); (iii) termination by either party
without cause as provided in Section 3.4 hereof; (iv) one (1) year from the date
of this Agreement. After the expiration of such initial term (other than for
reasons set forth in clauses (i), (ii) and (iii)), this Agreement shall
automatically be renewed for additional one (1) year periods on the same terms
and conditions set forth herein (unless mutually agreed otherwise).
3.2 For the purpose of this paragraph 3, "disability" shall mean any
physical or mental illness or injury as a result of which Employee remains
absent from work for a period of two (2) successive months, or an aggregate of
two (2) months in any twelve (12) month period. Disability shall occur at the
end of any such period.
3.3 For the purpose of this paragraph 3, "cause" shall exist if Employee
(i) breaches any of the material terms or conditions of this Agreement; (ii)
substantially fails to perform the Employee's areas of responsibility set forth
herein, (iii) engages in willful misconduct or acts in bad faith with respect to
the Company, in connection with and related to the employment hereunder, (iv) is
convicted of a felony, (v) fails to comply with the instructions of the
Company's President or Board of Directors in a manner materially detrimental to
the Company, provided that with respect to clauses (i), (ii) and (v), if
Employee has cured any such condition (that is reasonably susceptible to cure)
within 30 days following delivery of the advance notice (as defined herein) then
"cause" shall be deemed to not exist. For purposes of this Paragraph 3, "advance
notice" shall constitute a written notice delivered to Employee that sets forth
with particularity the facts and circumstances relied upon by the Company as the
basis for cause.
3.4 During the period commencing on the Effective date through the first
anniversary thereof, either Employee or Company may terminate this Agreement and
the employment hereunder without cause and for whatever reason upon furnishing
the other with thirty (30) days' advance written notice. Thereafter, during the
period up to the third (3rd) anniversary of the Effective Date, either party may
terminate this Agreement and the employment hereunder upon sixty (60) days
advance written notice to the other. For any period of employment hereunder
beyond the third anniversary of the effectiveness hereof, either party may
terminate this Agreement and the employment hereunder upon ninety (90) months
advance written notice to the other.
3.4.1. Notwithstanding the foregoing, the Company, in its sole and
absolute discretion, is entitled to make payment to Employee in lieu of the
notice period specified under Clause in this Section 3.4. Additionally, it
is hereby agreed that should the Employee be or become entitled to
severance pay under applicable law as a result of the termination
hereunder, the amounts payable hereunder shall be in lieu thereof and in
full and final substitution therefor.
3.5 During the period following notice of termination by either party
for whatever reason, the Employee shall cooperate with the Company and use
his best efforts to assist the
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integration into the Company the person or persons who will assume the
Employee's responsibilities.
4. Compensation
4.1 During the term hereof, and subject to the performance of the services
required to be performed hereunder by Employee, the Company shall pay to the
Employee for all services rendered hereunder, as salary, payable not less often
than once per month and in accordance with the Company's normal and reasonable
payroll practices, a monthly gross amount of U.S. $5,000 (the "Gross Salary").
4.2 The Board shall undertake an evaluation of the Employee's performance
from time to time and may increase the monthly Gross Salary or grant a
performance bonus if it should determine in its absolute discretion that such
increase or bonus is justifiable and appropriate. It is understood and agreed
that Employee's compensation hereunder will not be increased for at least the
first eighteen (18) months that this Agreement is in effect.
4.3 In addition to the Salary the Company agrees to provide the Employee
incentive compensation as set out below in Section 4.4 and shall provide the
Employee a health care plan in accordance with the Company's policies from time
to time.
4.4 Incentive Compensation.
Subject to the written approval of First Metropolitan Securities, Inc. (the
"Underwriter"), the Company shall issue to the Employee 50,000 shares of Common
Stock of the Company Such shares shall be held in escrow by Xxxxxxxxxx -Xxxxxx
Trustees Ltd. in accordance with the terms and conditions of the Escrow
Agreement attached hereto as Exhibit II.
4.5 The Employee shall devote his full time to the affairs of the Company
as required without any right or entitlement to additional or overtime
compensation except as expressly provided herein.
5. Expenses
Employee is authorized to incur reasonable and proper expenses for
promoting the Business of TTR including expenses for entertainment, travel,
lodging, and similar items. TTR will reimburse Employee promptly for all such
expenses upon presentation by Employee, of receipts or other appropriate
evidence of expenses.
6. Vacation
Employee shall be entitled to 15 working days of paid vacation during each
year that this Agreement is in affect, to be taken at times as agreed upon by
the parties.
7. Development Rights
The Employee agrees and declares that all proprietary information including
but not limited to trade secrets, know-how, patents and other rights in
connection therewith developed
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by or with the contribution of Employee's efforts during his employment with TTR
shall be the sole property of XXX.
0. Employee Representations
The Employee represents and warrants to TTR that the execution and delivery
of this Agreement and the fulfillment of the terms hereof (i) will not
constitute a breach of any agreement or other instrument to which he is party,
(ii) does not require the consent of any person, and (iii) shall not utilize
during the term of his employment any proprietary information of any third
party, including prior employers of the Employee.
9. Benefit & Assignment
This Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns, including any subsidiary or affiliated
entity. The rights and obligations of the Employee under this Agreement may not
be assigned by him.
10. Entire Agreement
This Agreement constitutes the entire understanding and agreement between
the parties, and supersedes any and all prior discussions and agreements and
correspondence, and may not be amended or modified in any respect except by a
subsequent writing executed by both parties.
11. Confidentiality & Non-Competition
The Employee shall execute the attached Confidential Disclosure &
Non-Competition Agreement.
12. Notices
All notices or other communications required or desired to be sent to either
Party shall be in writing and shall be sent by hand or by Registered or
Certified mail, postage prepaid, return receipt requested, or sent by telegram
or facsimile to the address set forth in the Preamble to this Agreement or to
such other address as the recipient may designate by notice in accordance with
the provisions of this Clause.
Any such notice shall have been deemed to have been delivered if served by
hand when delivered, if by Registered or Certified Mail 48 hours after posting
if within the same country or 14 days if posted from another country, and by
telex or facsimile transmission when dispatched and receipt confirmed by
recipient party.
13. Severability:
Any term or provision of this Agreement which is found by a court, tribunal
or arbitration panel to be invalid or unenforceable shall be ineffective to the
extent of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms or provisions of this Agreement or affecting
the validity or enforceability of any of the other terms or provisions of this
Agreement. In the event that any term or provision of this Agreement is
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found to be unenforceable or ineffective, then the reviewing court, tribunal or
arbitration panel may modify such term or provision to the extent necessary to
render it enforceable and the parties agree to be bound by and perform this
Agreement as modified.
14. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly signed by
the date stated above.
TTR Inc.
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Xxxx Xxxxxxx Xxxxxx Xxxxxxxx
President
