CONTRACT OF EMPLOYMENT
THE AGREEMENT, entered into as of the 5th.,day of July 1999 between
FoneCash, Inc., a Delaware Corporation, located at 00 Xxxx Xxxxxx, Xxxxx 0000,
Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the "Corporation"). and Xxxx
Xxxxx Xxxxx Wu (hereinafter called the Executive.)
WITNESSETH
WHEREAS, the Corporation is engaged in the business of marketing a
patented automated transaction terminal, deriving income from both the sale of
the terminals (hardware) and also from the fees collected as a result of
transmission of data information connected to the processing of credit and debit
cards which are used as a means of payment for goods and services by authorized
merchants both domestic and international;
WHEREAS, the Executive has considerable experience, talent and ability in
the business of the corporation and has developed a favorable reputation in
business generally ; and
WHEREAS, the Corporation is desirous of employing the Executive in order
to take advantage of his knowledge, ability and skills;
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, it is agreed as follows :
1. EMPLOYMENT, DUTIES and PERFORMANCE.
The Corporation hereby employs the above mentioned individual as Vice President
and Director , and such other positions and offices which the Board of Directors
of the Corporation (the "Board") may elect him. The Executive's powers and
duties in any capacity so elected shall be such as may be determined by the
Board of Directors of the Corporation consistent with his position. The
Executive consents to such employment, agrees to devote 100 per cent of his
working time, attention and efforts to complete the task assigned to him by the
Corporation, and further agrees to occupy those positions and office, if any to
which he may be elected by the Board.
2. TERMS of EMPLOYMENT
Except in the case of earlier termination as hereafter provided in paragraphs 10
and 15, the term of the Contract of Employment shall start as of the date above
written and shall continue for a term of Five (5) year.
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3. COMPENSATION.
For all services to be rendered by the Executive in any capacity under this
Agreement, the Corporation shall pay the Executive at an annual rate of $
100,000 per annum and paid according to the Salary and Wage payroll schedule as
established by the Corporation, with such additional commissions, bonuses and
stock option plans established by the Board as incentives to key senior
executives of the Corporation.
4. FRINGE BENEFITS.
The Executive shall be a participant in all fringe benefits of the Corporation
as shall be approved by the Board of Directors from time to time, subject to the
satisfaction of any condition of eligibility therein set forth and further
subject to the right of the Board to amend, modify or terminate any such fringe
benefit program as it applies to all senior key executives in a similar position
as Executive.
5. DEATH BENEFIT.
In the event of the death of the Executive during the term of this Contract or
any renewals thereof, the sum of Two Hundred Fifty Thousand ($250,000.00)
Dollars shall be paid as soon thereafter as shall be practicable, to the
Executive's surviving spouse, or to the estate of the Executive, provided that
the Executive may at any time prior to his death designate in writing to the
Corporation another beneficiary arrangement which shall, until revoked, be
recognized by the Corporation.
6. RESTRICTIONS.
During the term of this agreement, the Executive agrees, covenants and warrants
to devote his best efforts to advance the interests of the Corporation and shall
not, directly or indirectly, become associated with, nor engage in, nor render
services to, any other business without first obtaining the written consent of
the Corporation. However, these restrictions shall not be construed to prevent
the Executive from investing any assets in such form or manner as will not
require his expenditure of any time in the operation of the affairs of the
business or businesses in which such investments are made.
7. WORKING FACILITIES.
The Executive shall be furnished at a place of the Corporation's and the
Executive's mutual choosing with the necessary office of offices, equipment
facilities and supplies appropriate to his employment and adequate for the
performance of his duties.
8. EXPENSES.
This Corporation shall pay or reimburse the Executive for all reasonable and
necessary expenses incurred by him for or on behalf of the Corporation,
including but not limited to the following items: approved national, state and
local professional society dues or assessments, professional travel,
professional entertainment, convention costs, and expenses incurred by the
Executive through the use of an
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automobile and mobile telephone in connection with his employment by the
Corporation.
9. VACATIONS.
The Executive shall be entitled each year to vacations not exceeding four (4)
weeks during which time his salary be paid in full.
10. DISABILITY.
In the event the Executive shall become disabled while employed with the
Corporation so as to prevent him from performing the duties of his employment,
then when such disability commences, the following benefits shall be payable. An
amount equal to his full base salary otherwise payable shall be paid in lieu of
salary of wages during such period of disability, not extending, however, beyond
the end of the twenty-fourth calendar month following the month in which such
disability commenced. The amounts, if any, of any disability benefits with
respect to those months, actually paid to or on behalf of the Executive under
policies of insurance on the Executive paid for by the Corporation shall be
applied as payments thereunder. In the event of any disability, the Executive
shall continue as an Executive (with or without compensation, as the case may
be) throughout the entire period of such disability until the earliest of (a)
his death, (b) his voluntary resignation form the employment of the
Corporation, (c) the continuation of said disability for a period of such
disability for a period of (2) years, or (d) the determination in writing by
any two reputable physicians that such disability will continue for a period of
indefinite duration. Upon the termination of employment of the Executive as
provided for in this section, this Contract of Employment shall also terminate
except as to any rights which may have already accrued hereunder.
In the event the disability of the Executive ceases and he resumes complete
activity for a period of at least six (6) months, and thereafter a subsequent
disability occurs, the prior disability shall not be considered as one together
with the new disability time insofar as determining the disability period
provided for herein.
11. NOTICES.
All notices necessary or required according to the terms of this Contract of
Employment shall be deemed sufficient if in writing and sent by registered mail
or certified mail to the Corporation and its registered office, and to the
Executive at his last know residence, or at such other address as the party to
receive notice may designate in writings to the other prior to the time such
notice is necessary or required to be sent.
12. GOVERNING LAW.
This Agreement shall be subject to and governed by the laws of the State of
Delaware.
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13. INVALID PROVISIONS.
The invalidity of all or any part of any paragraph or paragraphs of this
Agreement shall not invalidate the remainder of this Agreement or the remainder
of any paragraph not invalidated.
14. BINDING EFFECT.
This Agreement shall inure to the benefit of and bind the personal
representative, successors and assigns of the Executive and the successors and
assigns of the Corporation. However, insofar as the Executive is concerned, this
Contract of Employment being personal, cannot be assigned, transferred, pledged
or hypothecated in any way, nor made subject to execution, attachment or similar
process.
15. TERMINATION.
The following provision, in addition to any other similar provisions herein,
shall govern termination of this Agreement :
(a) The Corporation, upon a vote of the Board of Directors, may
terminate for any reason by written notice given to the Executive
not less then one hundred and eighty (180) days prior to the
effective date of such notice, provided that such notice shall not
be given before the completion of one year of employment.
(b) The Corporation may terminate by written notice given to the
Executive effective as of the time of receipt of said notice by
Executive in the event the Executive shall have engaged in any
conduct or practice that in the reasonable opinion of the
Corporation as expressed by a vote of the members of the Board,
Executive has a material and negative effect upon the good name,
goodwill, or reputation of Corporation.
(c) Corporation may terminate by written notice given to the Executive,
effective immediately, in the following events :
(i) Conviction in a court of competent jurisdiction which is
no longer able to be appealed of the Executive or final ruling or
order no longer subject to appeal process or procedure by any
Governmental Agency regarding any violation of law or regulation
tending, in Corporation's opinion, to affect adversely the ability
of the Executive to perform his duties, obligations and
responsibilities herein or the good name, goodwill, or reputation of
the Corporation ; or
(ii) Submission by the Executive to the Board of any
materially false or fraudulent information, reports or statement.
(d) The Executive may terminate his employment at any time by notice
given to Corporation not less than sixty (60) days prior to the
effective date of such notice.
(e) Notwithstanding anything herein to the contrary, all
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representations, warranties, covenants, agreements and undertakings
made or accepted herein by Executive along with all causes of action
at law or in equity arising from the actual breach of attempted or
threatened breach, shall survive the termination of the Agreement
and inure to the benefit or Corporation, its successors and assigns.
16. MISCELLANEOUS.
(a) This Contract constitutes the entire agreement between the parties
hereto and contains all of the agreements between said parties with
respect to the subject matter hereof. Further, this Contract
supersedes any and all other agreements, either oral or in writing,
between the parties hereto, with respect to the subject matter
hereof.
(b) This Contract may only be amended or revoked at any time by a
written agreement executed by the parties hereto.
(c.) If any provision of this Contract is judged unenforceable by a court
of competent jurisdiction, that fact will not invalidate the other
provisions.
FoneCash, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
Chairman & CEO
Executive
By: /s/ Xxxx Xxxxx-Xxxxx Xx
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