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EXHIBIT 10.12
xxxxxxx.xxx, inc.
Employment Agreement
xxxxxxx.xxx, inc., referred to as EMPLOYER, and EMPLOYEE, referred to
as Xxxx Xxxxxx, do this 3rd day of March, 1999, for and in consideration of the
mutual covenants contained herein, the adequacy and sufficiency of which is
hereby acknowledged, agree as follows:
1. Title. EMPLOYEE is engaged to act as Vice President of Marketing for
xxxxxxx.xxx, inc. beginning on the above listed date.
2. Employee Manual. As to those items not specified herein, the
relationship between the parties shall be governed by the general
employment manual, dated December 1, 1998, and any additions and
replacements thereto.
3. Compensation. EMPLOYEE's compensation will be comprised of three (3)
parts:
a. SALARY. As compensation for EMPLOYEE's services herein,
EMPLOYEE shall receive a salaried rate of $150,000 per annum.
Said salaried rate shall be paid semi-monthly or in consistent
compliance with the xxxxxxx.xxx, inc. salary compensation
policy.
b. BONUS. As additional compensation, EMPLOYEE shall be eligible
for a bonus based upon performance, of 20% annually. The bonus
shall be based on performance criteria which will be established
by the Chief Executive Officer.
c. EQUITY. As further compensation, EMPLOYER will grant EMPLOYEE
options to purchase stock in xxxxxxx.xxx, inc. in an amount of
650,000 shares. The options shall be issued pursuant to the
employee option plan of xxxxxxx.xxx, inc. and pursuant to a
formal grant letter or option agreement under such plan, so long
as the other conditions pursuant to such stock option plan are
met by EMPLOYEE.
d. BENEFITS. As additional compensation, EMPLOYEE shall be
permitted to participate in the various group benefit plans as
EMPLOYER may from time to time adopt to the same extent other
employee's of EMPLOYER may participate, but subject to income
limitations and restrictions, and other any other limitations or
restrictions based upon EMPLOYEE's particular circumstances,
imposed by state, federal or local statute or regulation for
participation in such plans.
4. Severance. If EMPLOYEE is terminated for a reason other than cause,
EMPLOYEE shall receive six (6) months compensation as severance pay
upon such termination.
5. Confidentiality. EMPLOYER may from time to time during the course of
EMPLOYEES service reveal certain confidential/trade secret or
proprietary information to EMPLOYEE. EMPLOYEE shall not, in any case,
reveal any confidential/trade secret or proprietary information to any
other parties.
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6. Full Time Employment. EMPLOYEE agrees that the duties herein shall be
full time. EMPLOYEE shall not engage in other business ventures or
employment deemed direct competitors by the EMPLOYER without the prior
approval of EMPLOYER.
7. Intellectual Property of Employer. EMPLOYEE agrees to promptly disclose
to EMPLOYER any inventions or processes discovered by the EMPLOYEE which
are made at the behest or in connection with the duties of EMPLOYEE, or
which are reasonably related to the business of EMPLOYER during the term
of employment, and hereby assigns any and all rights in said inventions
or processes to EMPLOYER.
8. Execution of Documents. EMPLOYEE shall execute any documents reasonably
requested by EMPLOYER for patents or other legal steps which EMPLOYER
may desire to take to perfect its rights in any inventions.
9. At-Will Employee. This agreement clarifies certain rights and duties of
EMPLOYER and EMPLOYEE. This agreement may be terminated at any time by
EMPLOYER, in EMPLOYER's sole discretion. EMPLOYEE recognizes he is
employed as an "at-will" employee and that this agreement may be
terminated at any time and at EMPLOYER's sole discretion.
10. Non-Competition Provision. EMPLOYEE agrees to refrain from accepting
employment, for a period of (12) months, after termination of this
agreement, from firms in direct competition with xxxxxxx.xxx, inc.
11. Return of Employer Property. Upon termination of this agreement,
EMPLOYEE shall return all materials belonging to EMPLOYER.
12. Arbitration. Any disputes under this agreement, including those
relating to non-competition shall be submitted to arbitration with a
single arbitrator under the rules of the American Arbitration
Association. Any ruling made by the arbitrators shall be final and may
be entered as a judgment in any court of competent jurisdiction.
13. Non-Solicitation of Customers. EMPLOYEE shall not solicit any customer
of the EMPLOYER, including any past customers of the EMPLOYER who have
done business with the EMPLOYER during the past three years, to purchase
any product or service which could be supplied by the EMPLOYER for a
period of (12) months following separation.
14. Non-Solicitation of Employees. EMPLOYEE shall not solicit any employees
of the EMPLOYER to perform any act in contravention of this Agreement or
to terminate their employment with the EMPLOYER for a period of (6)
months following separation.
15. Non-Interference. EMPLOYEE shall not take any action to harm the
EMPLOYER or its products and shall not take any action, at any time,
which is designed to hamper the
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productivity of the EMPLOYER.
16. Injunctive Relief for Employer. In the event of a breach or threatened
breach of this Agreement by EMPLOYEE, the EMPLOYER shall be entitled, in
addition to any other relief provided at law or equity, an injunction
restraining EMPLOYEE from disclosing confidential information, or
soliciting customers or employees.
Agreed to and accepted on this the 4th day of June, 1999.
/s/ XXXX XXXXXX
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Xxxx Xxxxxx
/s/ XXXXX X. XXXXXX
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xxxxxxx.xxx, inc.,
by Xxxxx X. Xxxxxx, its Chief Executive Officer
