CONFIDENTIAL
TeleHubLink Corporation
24 New England Executive Park
Xxxxxxxxxx, XX 00000
TELEHUBLINK CORPORATION
July 9. 1999
MANAGEMENT AGREEMENT
Management Agreement, between TELEHUBLINK CORPORATION (THLC) (the "Company") and
XXXXX XXXXXXX RESOURCES (the "Management firm").
1. For good consideration, the COMPANY EMPLOYS THE MANAGEMENT FIRM on the
following terms and conditions.
2. TERM OF EMPLOYMENT: Subject to the provisions for termination set
forth below this agreement will begin on June 1st, 1999, and be for an
initial period of six months and a maximum of twenty-four months
unless sooner terminated.
3. SALARY: The Company shall pay to the Management firm a total of
$17,000.00 (CDN$) per month, for the services of the Management firm
including the services of Xxxxx Xxxxxxx.
4. STOCK OPTIONS: The Management firm will be granted 250,000 stock
option shares, with the initial 50,000 shares vesting upon signature
of the employment contract. The balance of 200,000 shares will vest in
increments of 50,000 shares every six months upon completing certain
milestones as agreed to by the President/CEO of THLC and the
Management firm. In the event, the contract is canceled at any time
by either party, any vested options would be included in any future
(next) registration.
5. DUTIES AND POSITION: The Company hires the Management firm for the
purposes of establishing an Internet Division. The Management firm
guarantees that it will provide the following services to the Company:
Sales management, consulting, business development, secretarial and
technical coordinator.
6. MANAGEMENT FIRM MANDATE: The Management firm has established a set of
commitments relative to sales volume, has "capped" the expenses
through the utilization of Xxxxx Xxxxxxx Resources and has committed
to a minimum of $600,000.00 EBIT for the first full year of
operations.
7. MANAGEMENT FIRM TO DEVOTE FULL TIME TO COMPANY: The Management firm
Management firm will devote full time, attention, and energies to the
business of the Company and during the term of this agreement, will
not engage in any other business activity unless agreed to by the
Company. The Management firm is not prohibited from making personal
investments in any other businesses provided those investments do not
require active involvement in the operation of said companies.
8. CONFIDENTIALITY OF PROPRIETARY INFORMATION: The Management firm
agrees, during or after the term of this employment, not to reveal
confidential information, or trade secrets to any person, firm,
corporation, or entity. Should Management firm reveal or threaten to
reveal this information, the Company shall be entitled to an
injunction restraining the Management firm from disclosing same, or
from rendering any services to any entity to whom said information has
been or is threatened to be disclosed. The right to secure an
injunction is not exclusive, and the Company may pursue any other
remedies it has against the Management firm for a breach or threatened
breach of this condition, including the recovery of damages from the
Management firm.
TELESERVICING FOR YOUR INTERNET NEEDS
9. REIMBURSEMENT OF EXPENSES: The Management firm may INCUR REASONABLE
reasonable expenses outside of the services rendered within the
management firm for furthering the Company's business, including
expenses for entertainment, travel, and similar items. The Company
shall reimburse the Management firm for all business expenses after
the Management firm presents an itemized account of expenditures,
pursuant to Company policy.
10. TERMINATION OF AGREEMENT: Without cause, the Company may terminate
this agreement at any time upon 60 days' written notice to the
Management firm. If the Company requests, the Management firm will
continue to perform its duties and be paid up to the date of
termination. In addition, the Management firm will be entitled on the
date of termination to all vested stock options. Without cause, the
Management firm may terminate employment upon 60 days' written notice
to the Company. The Management firm may be required to perform its
duties and will be paid to the date of termination but shall not
receive a severance allowance. Notwithstanding anything to the
contrary contained in this agreement, the Company may terminate the
Management firm's employment upon Conditions:
>> The sale of substantially all of the Company's assets to
a single purchaser or group of associated purchasers; or
>> The sale, exchange, or other disposition, in one transaction of
the majority of the Company's outstanding corporate shares; or
>> The Company's decision to terminate its business and liquidate
its assets;
>> The merger or consolidation of the company with another company.
>> Bankruptcy or Chapter 11 Reorganization.
11. RESTRICTION ON POST EMPLOYMENT COMPENSATION: For a period of two ( 2 )
years after the end of employment, the Management firm shall not
solicit any of its accounts or compete in similar businesses by
operating within the Company's general trading area.
12. ASSISTANCE IN LITIGATION: Management firm shall upon reasonable
notice, furnish such information and proper assistance to the Company
as it may reasonably require in connection with any litigation in
which it is, or may become, a party either during or after employment.
13. EFFECT OF PRIOR AGREEMENTS: This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and
the Management firm.
14. SETTLEMENT BY ARBITRATION: Any claim or controversy that arises out of
or relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any
court with jurisdiction.
15. LIMITED EFFECT OF WAIVER BY COMPANY. Should Company waive breach of
any provision of this agreement by the Management firm, that waiver
will not operate or be construed as a waiver of further breach by the
Management firm.
16. SEVERABILITY: If, for any reason, any provision of this agreement is
held invalid, all other provisions of this agreement shall remain in
effect. If this agreement is held invalid or cannot be enforced, then
to the full extent permitted by law any prior agreement between the
Company (or any predecessor thereof) and the Management firm shall be
deemed reinstated as if this agreement had not been executed.
17. ASSUMPTION OF AGREEMENT BY COMPANY'S SUCCESSORS AND ASSIGNEES: The
Company's rights and obligations under this agreement will inure to
the benefit and be binding upon the Company's successors and
assignees.
18. ORAL MODIFICATIONS NOT BINDING: This instrument is the entire
agreement of the Company and the Management firm. Oral changes shall
have no effect. It may be altered only by a written agreement signed
by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
Signed this 1st day of June, 1999.
/s/ XXXXX X. XXXXX /s/XXXXX XXXXXXX
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Xxxxx X. Xxxxx Xxxxx Xxxxxxx
