Exhibit 10.29
THIS AGREEMENT is made effective as of the 03 day of October, 2005
BETWEEN:
(1) NARROWSTEP INC, a Delaware corporation, having an office at 17th Floor 440
9th Avenue, New York, NY 1000 (the "Company");
AND
(2) Xxxxxxx Xxxx, an individual residing at 00 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX
00000 (the "Employee," and together with the Company, the "Parties").
THE PARTIES AGREE as follows:
1 (A) Definitions
In this Agreement, unless otherwise defined herein or the context otherwise
requires, the following words or expressions have the following meanings:
WORDS AND EXPRESSIONS MEANING:
"Affiliate" means, with respect to any specified Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such specified Person. As used in
this definition, the term "control"(including the terms "controlled by" and
"under common control with") means, with respect to the relationship between or
among two or more Persons, the possession, directly or indirectly, of the power
to direct or cause the direction of the affairs of management of a Person,
whether through the ownership of voting securities, as trustee or executor, by
contract or otherwise, including, without limitation, the ownership, directly or
indirectly, of securities having the power to elect a majority of the board of
directors or similar body governing the affairs of such Person.
the "Board" means the current or future Board of Directors of the Company.
"Confidential Information" means information relating to the business, products,
affairs and finances of the Company or of any Group Company or of any of its or
their suppliers, clients or customers that is now or hereafter confidential to
it or to them or treated by it or them as such and trade secrets (including,
without limitation, technical data and know-how) relating to the business of the
Company or of any Group Company or of any of its or their suppliers, clients or
customers;
the "Employment" means the Employee's employment with the Company;
the "Group" means the Company and the Group Companies;
"Group Company" means any company that is now or hereafter an Affiliate of the
Company;
"Person" means any corporation, association, partnership, limited liability
company, organization, business, other entity, individual, government or
political subdivision thereof or governmental agency.
the "Salary" means the salary referred to in clause 6(A).
(B) References to clauses and schedules are, unless otherwise stated, to clauses
of and schedules to this Agreement.
(C) The headings to the clauses are for convenience only and shall not affect
the construction or interpretation of this Agreement.
2. EMPLOYMENT
(A) Commencing on October 03, 2005, the Company employs the
Employee and the Employee accepts employment, in the capacity
set out in Schedule 1 annexed hereto and made a part hereof
and/or in such other capacity as the Company from time to time
reasonably directs, upon the terms and subject to the
conditions of this Agreement.
3. DURATION OF THE EMPLOYMENT
(A) The Employment under this Agreement shall commence on
October 03, 2005 and shall continue until terminated pursuant
to the terms of this Agreement. During the first 6 months of
the Employment, either Party may terminate this Agreement by
giving to the other not less than 1 months' advance written
notice of termination. Thereafter, either Party may terminate
this Agreement by giving the other not less than 3 months'
advance written notice of termination.
(B) At any time during any period of notice of termination
(whether given by the Company or the Employee), the Company
shall be under no obligation to assign any duties to the
Employee and shall be entitled to exclude her from its
premises.
(C) The Employee's period of continuous employment with the
Company began on 03/10/2005. The Employment is with the
Company and is not continuous with any previous employment
with any previous employer.
(D) The Employee represents and warrants that she is not bound
by or subject to any court order, agreement, arrangement or
undertaking which in any way restricts or prohibits her from
entering into this Agreement or from performing their duties
under it.
4. SCOPE OF THE EMPLOYMENT
(A) During the Employment the Employee shall:
(i) devote the whole of her time, attention and skill
to the business and affairs of the Company both
during normal business hours and during such
additional hours as are necessary for the proper
performance of their duties or as the Board may
reasonably require from time to time.
(ii) faithfully and diligently perform such duties
and exercise such powers consistent with their
position as may from time to time be assigned to or
vested in her by the Board to a standard that is
acceptable to the Board;
(iii) obey the reasonable and lawful directions of
their manager and the Board; and
(iv) comply with all the Company's rules,
regulations, policies and procedures from time to
time in force.
5. PLACE OF WORK
(A) The Employee's place of work will initially be at the
Narrowstep Offices in New York or at such other location
within a reasonable commuting time of their home.
6. REMUNERATION.
(A) For all services rendered by the Employee in any capacity
during the Employment, the Company shall pay to the Employee a
salary at the rate set out in Schedule 1, which Salary shall
be payable, in arrears, in accordance with the Company's
normal payroll practices (but in no event less frequently than
semi-monthly).
(B) Employee acknowledges that all payments to the Employee
under this Agreement shall be subject to applicable
withholdings and other customary payroll deductions. The
Employee also agrees to make any payment to the Company of any
legitimate sums owed by her to the Company upon demand by the
Company at any time.
7. EXPENSES
(A) The Company shall promptly reimburse the Employee in
respect of expenses reasonably incurred by her in the proper
performance of their duties, subject to their providing such
receipts or other appropriate evidence as the Company may
require.
8. VACATION
(A) The Employee shall be entitled, in addition to all paid
Company-observed holidays, to the number of working days paid
vacation as set out in Schedule 1 in each vacation year (being
the period from January 1 to December 31). The Employee may
take their vacation only at such times as are agreed by their
manager and shall not be entitled to be absent on vacation for
a period exceeding ten working days at any one time.
(B) In the respective vacation years in which the Employment
commences or terminates, the Employee's entitlement to
vacation shall accrue on a pro rata basis for each completed
calendar month of service during the relevant year.
(C) If, on the termination of the Employment, the Employee has
exceeded their accrued vacation entitlement, the value of such
excess, calculated by reference to clause 8(B) and the Salary,
may be deducted from any sums due to her and if there are no
such sums due, the Employee shall repay such excess to the
Company on such termination. If the Employee has any unused
vacation entitlement, the Company will make a payment to her
in lieu of it, calculated as above.
(D) Vacation entitlement for one vacation year cannot be taken
in subsequent vacation years, unless otherwise agreed by their
manager. Failure to take vacation entitlement in the
appropriate vacation year will lead to forfeiture of any
accrued vacation not taken without any right to payment in
lieu of it.
(E) The Employee may take unpaid leave at their manager's
discretion.
(F) The Employee will be entitled to bereavement leave at
their managers discretion, which shall not be unreasonably
withheld or delayed.
9. SICKNESS BENEFITS
(A) Subject to clause 14, the Company shall continue to pay
the Employee's Salary for up to a maximum of the number of
working days' absence as set out in Schedule 1 on medical
grounds in any period of 3 calendar months provided that the
Employee shall from time to time if required:
(i) supply the Company with medical certificates
covering any period of sickness or incapacity
exceeding seven days (including weekends); and
(ii) undergo at the Company's expense, by a doctor
appointed by the Company, any medical examination.
(B) Payment in respect of any other or further period of
absence shall be at the Company's discretion.
(C) Any payment to the Employee pursuant to clause 9(A) shall
be subject to set off by the Company in respect of any
disability, workers' compensation or other benefits to which
the Employee may be entitled.
(D) If the Employee's absence shall be occasioned by the
actionable negligence of a third party in respect of which
damages are recoverable, then the Employee shall:
(i) notify the Company as soon as reasonably
practicable of all the relevant circumstances and of
any claim compromise, settlement or judgement made or
awarded in connection with it;
(ii) give to the Company such information concerning
the above matters as the Company may reasonably
require; and
(iii) if the Company so requires, refund to the
Company any amount received by her from any such
third party provided that the refund shall be no more
than the amount which she has recovered in respect of
remuneration.
10. PENSION AND DEATH BENEFIT
(A) No provision of retirement or death in service benefits
will be made by the Company for the Employee.
11. RESTRICTIONS DURING THE EMPLOYMENT
(A) During the Employment, the Employee shall not directly or
indirectly:
(i) be employed, engaged, concerned or interested in
any other business or undertaking; or
(ii) engage in any activity which the Board
reasonably considers may be, or become, harmful to
the interests of the Company or of any Group Company
or which might reasonably be considered to interfere
with the performance of the Employee's duties under
this Agreement.
(B) The Employee shall comply with every rule of law and every
regulation of the Company from time to time in force in
relation to dealings in shares or other securities of the
Company or any Group Company.
12. CONFIDENTIAL INFORMATION AND COMPANY DOCUMENTS
(A) The Employee shall neither during the Employment (except
in the proper performance of their duties) nor at any time
(without limit) after the termination of the Employment except
in compliance with an order of a competent court:
(i) divulge or communicate to any Person any
Confidential Information;
(ii) use any Confidential Information for their own
purposes or for any purposes other than those of the
Company or any Group Company; or
(iii) through any failure to exercise due care and
diligence, permit or cause any unauthorized
disclosure of any Confidential Information.
These restrictions shall cease to apply to any information
which shall become available to the public generally,
otherwise than through any breach by the Employee of the
provisions of this Agreement or other default of the Employee.
(B) The Employee acknowledges that all books, notes,
memoranda, records, lists of customers and suppliers and
employees and agents, correspondence, documents, computer and
other discs and tapes, data listings, codes, designs and
drawings and other documents and material whatsoever (whether
made or created by the Employee or otherwise) relating to the
business of the Company or any Group Company (and any copies
of the same):
(i) shall be and remain the property of the Company
or the relevant Group Company; and
(ii) shall be handed over by the Employee to the
Company or to the relevant Group Company on demand
and in any event on the termination of the Employment
and the Employee shall certify that all such property
has been handed over on request by the Board and
agrees that she will take all reasonable steps to
prevent the disclosure of the same.
13. INVENTIONS AND OTHER INTELLECTUAL PROPERTY
(A) Employee will disclose promptly and fully to the Company
and to no one else: (i) all inventions, ideas, improvements,
discoveries, works modifications, processes, software
programs, works of authorship, documentation, formulae,
techniques, designs, methods, trade secrets, technical
specifications and technical data, know-how and show-how,
concepts, expressions or other developments whatsoever or any
interest therein (whether or not patentable or registrable
under copyright, trademark or similar statutes or subject to
analogous protection) made, authored, devised, developed,
discovered, reduced to practice, conceived or otherwise
obtained by Employee ("Inventions"), solely or jointly with
others, during the course of the Employment that (a) are
related to the business of the Company or any Group Company or
any of the products or services being researched, developed,
distributed, manufactured or sold by the Company or any Group
Company or which may be used in relation therewith or (b)
result from tasks assigned to Employee by the Company or any
Group Company; (ii) any Invention that is related to the
business of the Company or any Group Company and in which
Employee had an assignable interest at the time of Employee's
first employment by Employer; or (iii) any Invention made
using the time, materials or facilities of the Company or any
Group Company, even if such Invention does not relate to the
business of the Company or any Group Company. The
determination as to whether an Invention is related to the
business of the Company or any Group Company shall be made
solely by an authorized representative of the Company. Any
Invention relating to the business of the Company or any Group
Company and disclosed to the Company (or which should have
been disclosed to the Company) within the 12 month period
following the termination of Employee's employment with the
Company shall be presumed to fall within the provisions of
this clause 13. The "business of the Company or any Group
Company" as used in this clause 13 includes the actual
business currently conducted by the Company or any Group
Company, as well as any business in which the Company or any
Group Company proposes to engage at any time during the
Employment. Employee agrees that all such Inventions listed
above and the benefits thereof are and shall immediately
become the sole and absolute property of the Company (or such
Group Company as the Company may direct) from conception,
as "works made for hire" (as that term is used under the U.S.
Copyright Act of 1976, as amended) or otherwise. Employee
shall have no interest in any Inventions. To the extent that
title to any Inventions or any materials comprising or
including any Invention does not, by operation of law, vest in
the Company, Employee hereby irrevocably assigns to the
Company all of Employee's right, title and interest,
including, without limitation, tangible and intangible rights
such as patent rights, trademarks and copyrights, that
Employee may have or may acquire in and to all such
Inventions, benefits and/or rights resulting therefrom, and
agrees promptly to execute any further specific assignments
related to such Inventions, benefits and/or rights at the
request of the Company. Employee also hereby assigns to the
Company, or waives if not assignable, all of Employee's "moral
rights" in and to all such Inventions, and agrees promptly to
execute any further specific assignments or waivers related to
moral rights at the request of the Company.
(B) Employee agrees to assist the Company without charge for
so long as the Employee is an employee of the Company and for
as long thereafter as may reasonably be necessary (but at the
Company's expense including reasonable compensation to the
Employee if the Employee is no longer an employee of the
Company: (1) to apply, obtain, register and renew for, and
vest in, the Company's benefit alone (unless the Company
otherwise directs), patents, trademarks, copyrights, mask
works, and other protection for such Inventions in all
countries, and (2) in any controversy or legal proceeding
relating to Inventions. In the event that the Company is
unable to secure the Employee's signature after reasonable
effort in connection with any patent, trademark, copyright,
mask work or other similar protection relating to an
Invention, the Employee hereby irrevocably designates and
appoints the Company and its duly authorized officers and
agents as the Employee's agent and attorney-in-fact, to act
for and on the Employee's behalf and stead to execute and file
any such application and to do all other lawfully permitted
acts to further the prosecution and issuance of patents,
trademarks, copyrights, mask works or other similar protection
thereon with the same legal force and effect. Following
termination of their employment by the Company, the rendering
of any assistance by the Employee hereunder is subject to the
reasonable constraints of the Employee's other
responsibilities and commitments, including any requisite
approval by Employee's then employer.
14. TERMINATION
(A) Notwithstanding any other provisions of this Agreement, in
any of the following circumstances the Company may terminate
the Employment immediately by serving written notice on the
Employee to that effect. In such event the Employee shall not
be entitled to any further payment from the Company, except
such sums as shall have accrued to the effective date of
termination and not been paid. The circumstances are if the
Employee:
(i) commits a material breach of this Agreement (as
hereinafter defined) or commits any gross misconduct
or wilful neglect in the discharge of their duties;
(ii) repeatedly commits similar material breaches of
this Agreement, to those which have previously been
cured;
(iii) is convicted by a court of competent
jurisdiction of any fraud, dishonesty or any conduct
tending to bring herself, the Company, or any Group
Company into disrepute;
(iv) is convicted by a court of competent
jurisdiction of any felony or crime involving moral
turpitude or is convicted of any other criminal
offense (other
than minor traffic offenses) which might reasonably
be thought to affect adversely the performance of
their duties;
(v) resigns as or otherwise ceases to be or becomes
prohibited by law from being an employee of the
Company, unless such resignation or cessation of
employment is either (a) at the Company's request, or
(b),as a result of the Company informing the Employee
of either their formal demotion or a material
reduction in the Employee's scope of responsibility.
For the purposes of this Agreement the term `material breach'
means Employee's breach of a material obligation of this
Agreement; provided, however, to the extent such breach is
capable of cure, Employee shall have thirty days (following
written notice to Employee of such breach) to cure such
breach, with such notice including sufficient detail to enable
the Employee to understand the nature of the alleged breach
and any specific action the Company requires the Employee to
take in order to cure such breach.
Any delay by the Company in exercising such right of
termination shall not constitute a waiver of it.
(B) To the extent permitted by law, if at any time the
Employee is unable to perform their duties because of physical
or mental disability, accident or otherwise for a period or
periods totalling at least 90 working days in any period of 12
calendar months, then the Company may terminate the Employment
by giving her written notice of termination in accordance with
Clause 3(A), provided that if at any time during such notice
period the Employee shall provide a medical certificate
satisfactory to the Board to the effect that she has recovered
their physical and/or mental health to the extent that she can
perform their duties to the Company, the Company shall
withdraw the notice unless, by that date, a replacement for
the Employee has been appointed. Notwithstanding the preceding
sentence, upon the Employee's eligibility to participate in a
Company-provided long-term disability plan, the requisite
notice period referred to above shall be (without any further
action by the Parties) decreased to 1 months' advance written
notice of termination.
(C) If the Company believes that it may be entitled to
terminate the Employment pursuant to clause 14(A), it shall be
entitled (but without prejudice to its right subsequently to
terminate the Employment on the same or any other ground) to
suspend the Employee on full pay and other benefits for so
long as it may think fit.
(D) On the termination of the Employment or upon either the
Company or the Employee having served notice of such
termination, the Employee shall immediately deliver to the
Company all materials, keys, credit cards, vehicles, and other
property of or relating to the business of the Company or of
any Group Company which may be in their possession or under
their power or control.
(E) With a view to ensuring that their departure can be
arranged with the minimum of inconvenience or disruption to
the business of the Group and its relationship with third
parties and its other employees, the Employee undertakes not,
without the prior approval of the Board as to the timing and
manner of any communication about their departure, to inform
any of their colleagues about the proposed cessation of their
employment hereunder.
(F) The Employee acknowledges the right of the Company to
monitor and control the performance of its employees and
acknowledges the fiduciary obligations attaching to their
position.
15. RESTRICTIVE COVENANTS
(A) The Employee will not, without the prior written consent
of the Board, for a period of 12 months (less any period
during which the Employee has not been provided with work
pursuant to clause 3(B)) after the termination of the
Employment (for any reason or no reason), whether as principal
or agent, and whether alone or jointly with, or as a director,
officer, manager, owner, partner, member, shareholder,
employee or consultant of any other Person, directly or
indirectly:
(i) interfere with, tender for, canvass, solicit or
endeavor to entice away from the Company or from any
Group Company the business of any Person who or which
at the date of termination of the Employment or
during the period of 12 months prior to that date (or
if earlier, prior to the date on which the Employee
last carried out duties assigned to her by the
Company) was, to their knowledge, a customer, client
or agent of or supplier to or who had dealings with
the Company or with any Group Company. This
restriction will be limited to activities by the
Employee which will involve offering or providing
products or services similar to those which were
provided by the Company or any Group Company during
the Employment;
(ii) supply any product, carry out or undertake or
provide any product or service similar to those with
which were provided by the Company or any other Group
Company during the period of 12 months prior to the
termination of the Employment to or for any Person
who or which, at the date of termination of the
Employment or during the period of 12 months prior to
that date was a customer, client or agent of or
supplier to, or otherwise had dealings with, the
Company or with any Group Company;
(iii) be employed or engaged by, or enter into
partnership or similar arrangement with, employ,
engage or attempt to employ or engage, or negotiate
or arrange the employment or engagement by any other
Person, of any Person who or which to their knowledge
was, at the date of the termination of the
Employment, or within the period of 12 months prior
to that date had been, an employee, independent
contractor, or agent of the Company or any Group
Company; or
(iv) solicit, interfere with, tender for or endeavor
to entice away from the Company or from any Group
Company any contract, project or business, or the
renewal of any of them, carried on by the Company or
by any Group Company which is currently in progress
at the date of the termination of the Employment or
which was in the process of negotiation at that date.
(B) None of the restrictions contained in clause 15(A) shall
prohibit any activities by the Employee which are not in
direct competition with any business being carried on by the
Company or by any Group Company at the date of the termination
of the Employment.
(C) At no time after the termination of the Employment shall
the Employee directly or indirectly represent herself as being
interested in or employed by or in any way connected with the
Company or any Group Company, other than as a former employee
of the Company.
(D) The Employee agrees that, having regard to all the
circumstances, the restrictions contained in this clause and
clauses 12 and 13 are reasonable and necessary for the
protection of the legitimate business interests of the Company
and the Group Companies and that they do not restrict her from
earning a livelihood during the applicable period of
restriction. The Employee further agrees that any breach by
the Employee of any provision contained in clauses 12, 13 and
15 will result in immediate irreparable injury to the Company
and/or a Group Company for which a remedy at law would be
inadequate. Accordingly, Employee acknowledges that the
Company and/or any Group Company shall be entitled to seek
temporary, preliminary
or permanent injunctive or other equitable relief against the
Employee (without the necessity of posting a bond or other
collateral) in the event of any breach or threatened breach of
any provision contained in clauses 12, 13, and 15, in addition
to any other remedy that may be available to the Company
and/or a Group Company at law or in equity. Employee
understands that, without limitation, the provisions of
clauses 12, 13, and 15 shall survive the termination of the
Employment. The Parties agree that:
(i) it is the intention of the Parties that the
covenants and restrictions set forth in clauses 12,
13, and 15 shall be given the broadest interpretation
permitted by law;
(ii) each provision set forth in clauses 12, 13, and
15 shall be read and construed independently of the
other provisions so that if one or more are
determined (by a court of competent jurisdiction) to
be void, invalid, or unenforceable as an unreasonable
restraint of trade or for any other reason the
remaining provisions shall not be affected; and
(iii) if any one or more provisions set forth in
clauses 12, 13, and 15 is determined (by a court of
competent jurisdiction) to be unenforceable in any
respect, then such provision shall be deemed limited
and restricted to the extent that the court shall
deem the provision to be enforceable.
16. DISCIPLINARY AND GRIEVANCE PROCEDURES
(A) If the Employee wishes to obtain redress of any grievance
relating to the Employment or is dissatisfied with any
reprimand, suspension or other disciplinary step taken by the
Company, she may address this to the Chairman of the Company
according to the Company's disciplinary and grievance
procedures, if any, in place from time to time.
17. NOTICES
All notices, requests, demands and other communications required or permitted
hereunder shall be given in writing and shall be deemed to have been duly given
(i) on the date delivered if personally delivered, (ii) on the date sent by
telecopier with automatic confirmation by the transmitting machine showing the
proper number of pages were transmitted without error, (iii) upon receipt by the
receiving party of any notice sent by registered or certified mail (first-class
mail, postage pre-paid, return receipt requested) or (iv) on the date targeted
for delivery if delivered by nationally recognized overnight courier or similar
courier service, in each case addressed to the Company or the Employee, as the
case may be, at the respective addresses indicated in the caption of this
Agreement or such other address as either party may in the future specify in
writing to the other.
18. FORMER CONTRACTS OF EMPLOYMENT
This Agreement shall be in substitution for and shall supercede any previous
contracts, whether by way of letters of employment, agreements or arrangements,
whether written, oral or implied, relating to the employment of the Employee
(including, without limitation, all bonus and option arrangements), which shall
be deemed to have been terminated by mutual consent as of the date of this
Agreement and the Employee acknowledges to the Company for itself and on behalf
of each Group Company that she has no outstanding claims of any kind against the
Company or any Group Company in respect of any such contract.
19. CHOICE, OF LAW AND SUBMISSION TO JURISDICTION
(A) Any and all actions or controversies arising out of this
Agreement or the Employment, including, without limitation,
tort claims, shall be construed and enforced
in accordance with the laws of the State of New Jersey,
without regard to the choice of law principles thereof.
(B) the Parties hereby (a) irrevocably consent and submit to
the sole exclusive jurisdiction of the United States District
Court for the District of New Jersey or the Superior Courts of
New Jersey (and of the appropriate appellate courts
therefrom), (b) irrevocably waive, to the fullest extent
permitted by law, any objection that any of them may now or
hereafter have to the laying of the venue of any such actions
or controversies in any such court or that any such any such
actions or controversies which is brought in any such court
has been brought in an inconvenient forum, and (c) irrevocably
waive any right to request a trial by jury in any such actions
or controversies and represents that such party has consulted
with counsel specifically with respect to this waiver.
20. GENERAL
(A) This Agreement constitutes the written statement of the
terms of employment of the Employee.
(B) This Agreement contains the entire agreement of the
Parties with respect to the terms and conditions of the
Employment.
(C) This Agreement shall inure to the benefit of the Company,
the other Group Companies and their respective successors and
assigns (including, without limitation, any successor by
merger or acquisition or any purchaser of all or substantially
all of its assets) and shall continue with full force and
effect and shall be binding upon the Company and its
successors and assigns. This Agreement shall also inure to the
benefit of and be binding upon the Employee and the Employee's
heirs, administrators, executors and assigns. The Employee may
not assign or delegate their duties under this Agreement,
without the prior written consent of the Company.
(D) The Employee represents that the Company has previously
recommended that the Employee engage counsel to assist her in
reviewing this Agreement and all other matters relating to the
Employment. The Employee acknowledges that, prior to executing
this Agreement, The Employee has been given a reasonable
opportunity to review the Agreement and to consult with
counsel as to its content and is entering into this Agreement
freely and voluntarily. The Company and the Employee shall
each bear their own costs and expenses in connection with the
negotiation and execution of this Agreement.
(E) The respective rights and obligations of the Parties under
this Agreement shall survive any termination of this Agreement
to the extent necessary to the intended preservation of such
rights and obligations.
IN WITNESS WHEREOF, the Company and the Employee, intending to be
legally bound, have executed this Agreement on the day and year first
above written.
COMPANY:
NARROWSTEP INC.
By: /s/ Xxxxx Xxxxxxxx
---------------------
Name: Xxxxx Xxxxxxxx
-------------------
Title: Senior Vice President
and Chief Financial
Officer
--------------------
EMPLOYEE:
/s/ Xxxxxxx Xxxx
------------------------
Xxxxxxx Xxxx
SCHEDULE1
THE EMPLOYEE: Xxxxxxx Xxxx
JOB TITLE: President Narrowstep Inc North America and/or such other position or
capacity as the Company and the Employee shall agree from time to time.
JOB DESCRIPTION
Such duties as are assigned by the Board and her manager from time to time that
are consistent with her position as President North America and/or such other
position or capacity as the Company and the Employee shall agree from time to
time. Current manager is the Chief Executive Officer of the Company, Iolo Xxxxx.
SALARY
Subject to the Employee's continued employment, the Salary will be as follows:
125,000 US Dollars
Subject to the Employee's continued employment, Salary will be reviewed on
annually on January 1, each year. Adjustments to Salary will be dependant on the
Company's profitability, the efficiency of its financial operations, and such
other factors as determined by the Company in its discretion.
BONUS
The final commission structure will be agreed subsequent to signature of this
document and will be an addendum to this document which both parties must sign
by the end of November 2005.
As a condition to the Employee's receipt of any bonus payment, the Employee must
remain employed by the Company on the last day of the applicable quarter.
STOCK OPTIONS
a) 200,000 share options will be granted to you. 100,000 on joining at
closing price on date of grant, which vest immediately, and 100,000 on
completion of 3 months from joining, assuming neither party wishes to
terminate the employment;
b) 100,000 share options will be granted per 1 million US Dollars of
audited profit from the USA, payable after audit signed off at closing
price on date of grant. Period December 1, 2005 to February 28, 2007
c) A new incentive program for the following fiscal year to be agreed.
Except as otherwise provided for in this Agreement, all such stock options will
be subject to the terms and conditions established within the Company's 2004
Stock Plan or any successor stock option plan as may be in place from time to
time ("Stock Plan") and a separate stock option grant agreement that sets forth,
among other things, the exercise price, expiration date, and vesting schedule of
such options.
VACATION ENTITLEMENT
You will be eligible to accrue up to fifteen days' paid vacation per calendar
year, with an additional day per year of service up to a maximum of twenty days
per calendar year.
SICK DAY ENTITLEMENT
You will be entitled to reasonable paid sick leave.
ADDITIONAL BENEFITS
Subject to your continued Employment: None.
