EXHIBIT 10.28
NETSELECT, INC.
EMPLOYMENT AGREEMENT
This Agreement (the "Agreement") is made effective as of the _____ day of
September, 1998, between NetSelect, Inc., a Delaware corporation ("Company"),
and Xxxxx Xxxxxxxxxx ("Executive").
WHEREAS, the Company desires to secure the services of Executive as Vice
President and General Counsel and Executive desires to perform such services for
the Company, on the terms and conditions as set forth herein;
NOW, THEREFORE, in consideration of the promises and of the covenants and
agreements set forth below, it is mutually agreed as follows:
1. Effective Date, Term and Duties. The term of employment of Executive
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by the Company hereunder shall commence on a date to be determined but
no later than October 12, 1998 (the "Commencement Date") and shall
continue thereafter on the same terms and conditions (such term being
hereinafter referred to as the "Employment Period") until terminated
pursuant to Section 4. Executive's employment with the Company is on
an "at will" basis, and either Executive or the Company may terminate
Executive's employment with the Company at any time, for any or no
reason. Executive shall have such duties as the Chief Executive
Officer of the Company may from time to time prescribe consistent with
his position as Vice President and General Counsel (the "Services").
Executive shall devote his full time, attention, energies and best
efforts to the business.
2. Compensation. The Company shall pay and Executive shall accept as
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full consideration for the Services compensation consisting of the
following:
2.1 Base Salary. $140,000.00 per year base salary, payable in bi-
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monthly installments in accordance with the Company's normal
payroll practices, less such deductions or withholdings required
by law.
2.2 Bonus. Executive will be eligible to earn an annual target bonus
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in the amount of twenty-five percent (25%) of Executive's base
salary based on the achievement of certain business and financial
objectives that Executive and the Company's Chief Executive
Officer will mutually determine in good faith. The objectives
for Executive's first year will be determined promptly after the
execution of this Agreement; objectives for future years will be
determined promptly after the beginning of each fiscal year of
the
Company. Such bonus shall be paid semi-annually and shall be
prorated for 1998.
2.3 Stock Options. Executive shall be entitled to a stock option
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grant of 35,000 shares of NetSelect Common Stock under the
Company's 1996 Stock Option Plan to be awarded by the
Compensation Committee of the Company's Board of Directors within
thirty (30) days after the date hereof (the "Option"). Such
Option shall be granted at the fair market value by the Board of
Directors and shall have a ten-year term, unless earlier
terminated as set forth in the stock option agreement. Options
shall vest as to twenty-five percent (25%) of the shares on each
anniversary of the Commencement Date until such Option is vested
with respect to 100% of the shares, unless earlier terminated as
set forth in the stock option agreement.
2.4 Benefits and Expenses. Executive will receive the Company's
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customary employee benefits package for similarly situated
executives of the Company, including full participation in
current and future medical insurance plans. Executive shall be
entitled to vacation in accordance with the policies as
periodically established by the Board of Directors for similarly
situated executives of the Company, which shall in no event be
less than three weeks per anniversary year. The Company shall
reimburse the Executive for all reasonable travel and other
business expenses incurred by him in connection with the
performance of the Executive's duties under this Agreement during
the Employment Period.
3. Relocation. Executive will be entitled to receive six (6) months of
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corporate housing to be selected by the Company and at the Company's
expense. Executive will also be entitled to receive reimbursement for
all reasonable moving expenses not to exceed $5,000. Reimbursement
will be made promptly after submission of bonafide receipted expenses
for approval by the CEO.
4. Cooperation with the Company After Termination of the Employment
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Period. Following termination of the Employment Period by Executive,
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subject to Executive's employment duties with a subsequent employer,
Executive shall fully cooperate with the Company in all matters
relating to the winding up of his pending work on behalf of the
Company and the orderly transfer of any such pending work to other
employees of the Company as may be designated by the Company.
5. Confidentiality/Non-Solicitation. Executive acknowledges that as an
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employee of the Company, Executive will have access to certain Company
confidential information and Executive may, during the course of
Executive's employment, develop certain information that will be the
property of the Company. To protect the interest of the Company,
Executive agrees to sign the Company's standard Confidentiality
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Agreement as a condition of Executive's employment. In addition, the
Executive agrees with the Company that during his employment with the
Company and for a period expiring two (2) years after the date of
termination of such employment, he will not solicit any of the
Company's then-current employees to terminate their employment with
the Company or to become employed by any firm, company or other
business enterprise with which the Executive may then be connected.
6. General.
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6.1 Severability. If for any reason a court of competent
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jurisdiction or arbitrator finds any provision of this Agreement
to be unenforceable, the provision shall be deemed amended as
necessary to conform to applicable laws or regulations, or if it
cannot be so amended without materially altering the intention of
the parties, the remainder of the Agreement shall continue in
full force and effect as if the offending provision were not
contained herein.
6.2 Notices. All notices and other communications required or
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permitted to be given under this Agreement shall be in writing
and shall be considered effective upon personal service or upon
depositing such notice in the U.S. Mail, postage prepaid, return
receipt requested and addressed to the Chairman of the Board of
the Company at its principal corporate address, and to Executive
at his most recent address shown on the Company's corporate
records, or at any other address which he may specify in any
appropriate notice to the Company.
6.3 Counterparts. This Agreement may be executed in any number
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of counterparts, each of which shall be deemed an original and
all of which taken together constitutes one and the same
instrument and in making proof hereof it shall not be necessary
to produce or account for more than one such counterpart.
6.4 Entire Agreement. The parties hereto acknowledge that each
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has read this Agreement, understands it, and agrees to be bound
by its terms. The parties further agree that this Agreement and
the referenced stock option agreement constitute the complete and
exclusive statement of the agreement between the parties and
supersedes all proposals (oral or written), understandings,
representations, conditions, covenants, and all other
communications between the parties relating to the subject matter
hereof.
6.5 Governing Law. This Agreement shall be governed by the law
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of the State of California.
6.6 Assignment and Successors. The Company shall have the right
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to assign its rights and obligations under this Agreement to an
entity which
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acquires substantially all of the assets of the Company. The
rights and obligations of the Company under this Agreement shall
inure to the benefit and shall be binding upon the successors and
assigns of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
NETSELECT, INC. EXECUTIVE
By: /s/ Xxxxxx X. Xxxxx /s/ Xxxxx Xxxxxxxxxx
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Xxxxxx X. Xxxxx Xxxxx Xxxxxxxxxx
Title: Chairman and Chief Executive Officer
By: /s/ Xxxxxxxxx Xxxxx Xxxxxx
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Xxxxxxxxx Xxxxx Xxxxxx
Title: Vice President of HR and Administration
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