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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated for reference purposes only as of August 2, 1999,
is entered into by and between VERIDA INTERNET CORP., a Nevada
corporation ("Employer"), and XXXXX XXXXXXXXX ("Employee"). Employer
and Employee agree to the following terms and conditions of employment,
1. Period of Employment. Employer shall employ Employee commencing
August 15, 1999, and continuing until the employment is terminated in
accordance with Section 4.
2. Position and Responsibilities.
(a) Position. Employee accepts employment with Employer. as Vice
President, Engineering, and shall perform all services appropriate to
that position to the best of his ability, as well as such other
services as may be assigned by Employer. He shall report to the Chief
Technical Officer. Employee shall perform his responsibilities on a
variable-time basis but with an average work week within a given month
consisting of a minimum of forty (40) hours.
(b) Other Activity. Except upon the prior written consent of
Employer, Employee (during his employment with Employer) shall not
engage, directly or indirectly, in any other business, commercial, or
professional activity (whether or not pursued for pecuniary advantage)
that puts the Employee in direct competition with Employer, or that
directly interferes with the business of Employer. So that Employer may
be aware of the extent of any other demands upon Employee's time and
attention, Employee shall disclose in confidence to Employer the nature
and scope of any other business activity in which he is or becomes
engaged during his employment with Employer. Notwithstanding the
foregoing, Employer and Employee acknowledge and understand that
Employee is a principal of NetOpus Incorporated, a California
corporation ("NetOpus"), which is in the business of website
development, special specializing in database integration and e-
commerce. Accordingly, that nothing in this paragraph shall be
construed as restricting Employee's and NetOpus's right to continue to
provide website and e-commerce development services so long as this
work is not knowingly performed for an individual or entity seeking to
provide the same general set of services that Employer provides.
3. Compensation and Benefits.
(a) Compensation.
(1) Employer shall pay Employee a salary at the rate of Nine
Thousand One Hundred Sixty-Seven Dollars $(9,167) per month in
accordance with Employer's regularly established policies.
(2) Employee shall be granted an option to purchase 100,000
shares of Employee's common stock at a price of seven (7) dollars
per share. Employee's stock option shall vest based on the
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following vesting schedule following the date of this Agreement:
12.5% at six (6) months; 12.5% at twelve (12) months; 12.5% at
eighteen (18) months; 12.5% at twenty-four months (24); 12.5% at
thirty (30) months; 12.5% at thirty-six (36) months; and 25% at
forty-two (42) months. The foregoing notwithstanding, in the event
that this Agreement is terminated by Employer without cause
pursuant to Section 4(a) below, Employee's stock option shall vest
on a pro rata basis through the effective date of termination,
based upon 30-day months, provided further that if Employee is
terminated without cause within the first twelve (12) months of
the term of this Agreement, twenty-five thousand (25,000) of
shares covered by Employees stock option shall be subject to
vesting (provided that Employee duly exercises his option and pays
the applicable option price.) (provided that Employee duly
exercises his option and pays the applicable option price.)
Furthermore, Employee understands and agrees that Employee's sale
of any vested shares shall be restricted as follows, which
restriction shall survive any termination of this Agreement: In
any given month (or in a 30-day period), unless otherwise agreed
in writing by Employer, Employee may sell no more than 10% of the
total vested shares held by Employee.
(b) Benefits. Employee shall be entitled to receive benefits from
all present and future benefit plans set forth in Employer's policies
and generally made available to similarly situated employees (as these
policies may be amended).
(c) Expenses. Employer shall reimburse Employee for reasonable
travel and other business expenses incurred by Employee in the
performance of his duties, in accordance with Employer's policies, as
they may be amended in Employer's sole discretion.
4. Termination of Employment.
(a) By Employer Not For Cause. At any time, Employer may terminate
Employee without Cause (as defined in Paragraph 4(b) below) by
providing Employee thirty (30) days' advance written notice. Employer
shall have the option, in its complete discretion, to terminate
Employee at any time prior to the end of such 30-day notice period,
provided Employer pays Employee all compensation due and owing through
the last day actually worked, plus an amount equal to the base salary
Employee would have earned through the balance of the above notice
period; thereafter, all of Employer's obligations under this Agreement
shall cease, except as otherwise expressly set forth in Paragraph
3(a)(1) above. Furthermore, in the event Employer terminates Employee
pursuant to this paragraph 4(a) (i.e., without cause) within the first
six (6) months of the term of this Agreement, then Employer shall
continue to pay Employee's salary pursuant to Paragraph 2(a) above for
the remainder of such six (6)-month period.
(b) By Employer For Cause. At any time, and without prior notice,
Employer may terminate Employee for Cause. Employer shall pay Employee
all compensation then due and owing, and thereafter, all of Employer's
obligations under this Agreement shall cease. Termination shall be for
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"Cause" if Employee: (i) acts in bad faith and to the detriment of
Employer; (ii) refuses or fails to act in accordance with any specific
reasonable direction or order of Employer; (iii) exhibits in regard to
his employment unfitness or unavailability for service, unsatisfactory
performance, misconduct, dishonesty, habitual neglect or incompetence;
(iv) is convicted of a crime involving dishonesty, breach of trust, or
physical or emotional harm to any person; or (v) breaches any material
term of this Agreement.
In the absence of one of the conditions listed above, Employer may
terminate Employee based on sub-satisfactory performance if Employee
has been informed in writing of: (i) specific problems with
performance; (ii) specific and reasonable recommendations for
improvement; (iii) a date when the situation will be reviewed; (iv) the
fact that termination will occur on the review date if performance is
remains sub-satisfactory. The review date shall be a minimum of 30 days
from Employee acknowledgement of written sub-satisfactory performance
notification. If by the review date Employee's performance proves
acceptable by the terms of the notification, termination of Employee
shall not be considered for cause. If Employer wishes to pursue for
cause termination, a new sub-satisfactory performance notification must
be submitted to Employee according to the terms above.
(c) By Employee. At any time, Employee may terminate his
employment for any reason, with or without cause, by providing Employer
thirty (30) days' advance written notice. Employer shall have the
option, in its complete discretion, to make Employee's termination
effective at any time prior to the end of such notice period, provided
Employer pays Employee all compensation due and owing through the last
day actually worked, plus an amount equal to the base salary Employee
would have earned through the balance of the above notice period, not
to exceed thirty (30) days; thereafter, all of Employer's obligations
under this Agreement shall cease.
(d) Termination Obligation. Employee agrees that all property,
including, without limitation, all equipment, tangible Proprietary
Information (as defined below), documents, records, notes, contracts,
and computer-generated materials furnished to or prepared by Employee
incident to his employment belongs to Employer and shall be returned
promptly to Employer upon termination of Employee's employment.
Employee's obligations under this subsection shall survive the
termination of his employment and the expiration of this Agreement.
5. Proprietary Information "Proprietary Information" is all information
pertaining in any manner to the business of Employer (or any Employer
affiliate), its employees, clients, consultants, or business
associates, which was produced by any employee of Employer in the
course of his or her employment or otherwise produced or acquired by or
on behalf of Employer. Proprietary Information shall include, without
limitation, trade secrets, product ideas, inventions, processes,
formulas, data, know-how, software and other computer programs,
copyrightable material, marketing plans, strategies, sales, financial
reports, forecasts, and customer lists. All Proprietary Information not
generally known outside of Employer's organization, and all Proprietary
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Information so known only through improper means, shall be deemed
"Confidential Information." During his employment by Employer, Employee
shall use Proprietary Information, and shall disclose Confidential
Information, only for the benefit of Employer and as is necessary to
perform his job responsibilities under this Agreement. Following
termination, Employee shall not use any Proprietary Information and
shall not disclose any Confidential Information, except with the
express written consent of Employer. By way of illustration and not in
limitation of the foregoing, following termination, Employee shall not
use any Confidential Information to compete against Employer or employ
any of its employees. Employee further agrees that for one (1) year
following termination, he shall not knowingly solicit any customer or
employee of Employer. Employee's obligations under this Section shall
survive the termination of his employment and the expiration of this
Agreement. 'It is understood and agreed by the parties that efficient
website development requires the reuse of small sections or snippets of
code across multiple projects. Such snippets of do not constitute full
applications in and of themselves, but they are components that can be
accessed to create applications in an efficient manner. Employee
currently has access to a wide range of such code snippets developed
during prior projects that will be used to expedite any programming
that he performs for Employer. At the same time, Employer acknowledges
that Employee has the right to use any such code snippets developed
while working for Employer on other development projects.
6. Arbitration.
(a) Arbitrable Claims. To the fullest extent permitted by law, all
disputes between Employee (and his attorneys, successors, and assigns)
and Employer (and its affiliates, shareholders, directors, officers,
employees, agents, successors, attorneys, and assigns) of any kind
whatsoever, including, without limitation, all disputes relating in any
manner to the employment or termination of Employee, and all disputes
arising under this Agreement, ("Arbitrable Claims") shall be resolved
by arbitration. All persons and entities specified in the preceding
sentence (other than Employer and Employee) shall be considered third-
party beneficiaries of the rights and obligations created by this
Section on Arbitration. Arbitrable Claims shall include, but are not
limited to, contract (express or implied) and tort claims of all kinds,
as well as all claims based on any federal, state, or local law,
statute, or regulation, excepting only claims under applicable workers'
compensation law and unemployment insurance claims. By way of example
and not in limitation of the foregoing, Arbitrable Claims shall include
(to the fullest extent permitted by law) any claims arising under Title
VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, and the California
Fair Employment and Housing Act, as well as any claims asserting
wrongful termination, harassment, breach ' of contract, breach of the
covenant of good faith and fair dealing, negligent or intentional
infliction of emotional distress, negligent or intentional
misrepresentation, negligent or intentional interference with contract
or prospective economic advantage, defamation, invasion of privacy, and
claims related to disability.
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(b) Procedure. Arbitration of Arbitrable Claims shall be in
accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association, as amended, and as
augmented in this Agreement. Arbitration shall be final and binding
upon the parties and shall be the exclusive remedy for all Arbitrable
Claims. Either party may bring an action in court to compel arbitration
under this Agreement and to enforce an arbitration award. Otherwise,
neither party shall initiate or prosecute any lawsuit or administrative
action in any way related to any Arbitrable Claim. Notwithstanding the
foregoing, either party may, at its option, seek injunctive relief
pursuant to section 1281.8 of the California Code of Civil Procedure.
All arbitration hearings under this Agreement shall be conducted in San
Francisco, California. If the allocation of responsibility for payment
of the arbitrator's fees would render the obligation to arbitrate
unenforceable, the parties authorize the arbitrator to modify the
allocation as necessary to preserve enforceability. THE PARTIES HEREBY
WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE
CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO
THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO
ARBITRATE.
(c) Confidentiality. All proceedings and all documents prepared in
connection with any Arbitrable Claim shall be confidential and, unless
otherwise required by law, the subject matter thereof shall not be
disclosed to any person other than the parties to the proceedings,
their counsel, witnesses and experts, the arbitrator, and, if involved,
the court and court staff.
(d) Continuing Obligations. The rights and obligations of Employee
and Employer set forth in this Section on Arbitration shall survive the
termination of Employee's employment and the expiration of this
Agreement.
7. Notices. Any notice or other communication under this Agreement must
be in writing and shall be effective upon delivery by hand, upon
facsimile transmission to Employer (but only upon receipt by Employee
of a written confirmation of receipt), or three (3) business days after
deposit in the United States mail, postage prepaid, certified or
registered, and addressed to Employer at the address or fax number
below, or to Employee at the last known address maintained in
Employee's personnel file. Employee shall be obligated to notify
Employer in writing of any change in his address.
Employer's Notice Address:
VERIDA INTERNET CORP.
Attention; President
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
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8. Action by Employer. All actions required or permitted to be taken
under this Agreement by Employer, including, without limitation,
exercise of discretion, consents, waivers, and amendments to this
Agreement, shall be made and authorized only by the President or by his
or her representative specifically authorized in writing to fulfill
these obligations under this Agreement.
9. Integration. This Agreement is intended to be the final, complete,
and exclusive statement of the terms of Employee's employment by
Employer. This Agreement supersedes all other prior and contemporaneous
agreements and statements, whether written or oral, express or implied,
pertaining in any manner to the employment of Employee, and it may not
be contradicted by evidence of any prior or contemporaneous statements
or agreements. To the extent that the practices, policies, or
procedures of Employer, now or in the future, apply to Employee and are
inconsistent with the terms of this Agreement, the provisions of this
Agreement shall control.
10. Amendments. This Agreement may not be amended except by a writing
signed by each of the parties. Failure to exercise any right under this
Agreement shall not constitute a waiver of such right.
11. Assignment. Employee shall not assign any rights or obligations
under this Agreement. Employer may, upon prior written notice to
Employee, assign its rights and obligations hereunder.
12. Severability. If a court or arbitrator holds any provision of this
Agreement to be invalid, unenforceable,, or void, the remainder of this
Agreement shall remain in full force and effect.
13. Attorney's Fees. In any legal action, arbitration, or other
proceeding brought to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys'
fees and costs.
14. Governing. This Agreement shall be governed by and construed in
accordance with the law of the State of California.
15. Interpretation. This Agreement shall be construed as a whole,
according to its fair moaning, and not in favor of or against any
party, By way of example and not in limitation, this Agreement shall
not be construed in favor of the party receiving a benefit nor against
the party responsible for any particular language in this Agreement.
Captions are used for reference purposes only and should be ignored in
the interpretation of the Agreement.
16. Employee Acknowledgment. Employee acknowledges that he has had the
opportunity to consult legal counsel in regard to this Agreement, that
he has read and understands this Agreement, that he is fully aware of
its legal effect, and that he has entered into it freely and
voluntarily and based on his own judgment and not on any
representations or promises other than those contained in this
Agreement.
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WHEREFORE, the parties have duly executed this Agreement as of the date
first written above.
EMPLOYER: EMPLOYEE:
VERIDA INTERNET CORP.,
A Nevada corporation /s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
