EXHIBIT 10.7
PERFECTMARKET, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into between
PERFECTMARKET, INC., ("PMI"), a Delaware corporation, and Xxxxxxx Xxxx
("Employee"). PMI and Employee agree, in consideration for each others' promises
as described in this Agreement, as follows:
1. Position and Duties. PMI agrees to hire Employee, initially in the
-------------------
position of CEO and President, and Employee accepts such employment. Employee
agrees to perform any and all services as are required by PMI, and agrees to
perform such services at the time and in the manner so designated by PMI.
Employee agrees to devote Employee's full time and energy toward the performance
of the duties and responsibilities assigned to Employee, which may be changed at
any time and from time and time. Employee further agrees to at all times abide
by the policies, procedures and directions of PMI.
2. Compensation. In exchange for Employee consenting to this Agreement,
------------
PMI agrees to employ Employee pursuant to the terms hereof, and to compensate
Employee for such employment. Employee's compensation, and benefits if any,
shall be as agreed by PMI and Employee. PMI may adjust said salary from time to
time in its sole discretion, in view of changes in Employees's job duties and
responsibilities. Employees's job performance, financial considerations of PMI,
and other similar business factors.
3. Insurance. Employee agrees to provide PMI with a certificate of
---------
automobile liability insurance covering any vehicle that Employee intends or
actually uses during the course of his employment with PMI in the performance of
his duties and responsibilities. Such insurance coverage must meet the minimum
coverage required by state law.
4. Safety Procedures. Employee agrees to abide by all procedures,
-----------------
practices, guidelines and directions of PMI relating to safety. Failure to
comply with such procedures, practices, guidelines and directions may result in
termination.
5. Termination of Employment. Employee understands and agrees that
-------------------------
Employee is employed "at will." This means that either Employer or PMI may
terminate Employee's employment with PMI at any time, for any reason, with or
without cause or notice.
No express or implied agreement contrary to this at-will employment provision
exists between Employee and PMI.
In the event that Employee is terminated, Employee will receive salary
continuation pay of full-salary for the first three months after termination,
and half-salary for the second three months after termination, until Employee is
employed by a recognized company, but in no case more than six months of salary
continuation.
6. Inventions, Trade Secrets and Proprietary Information. Employee agrees
-----------------------------------------------------
to execute and abide by PMI's Employee Inventions & Confidentiality Agreement.
Any breach of that Agreement shall be a material breach of this Agreement. The
obligations undertaken by Employee in the Inventions & Confidentiality Agreement
shall survive termination of this Agreement.
7. Entire Agreement. This Agreement constitutes the sole and entire
----------------
agreement between the parties concerning Employee's employment, and supersedes
any and all other agreements between them, whether oral or written, implied or
express. There are no understandings or agreements between the parties which are
not expressly set forth in this Agreement. Any modification to this Agreement
will be effective only if in writing and if fully executed by Employee and the
President of PMI.
8. SEVERABILITY. If any provision of this Agreement is held void or
------------
unenforceable for any reason, that provision shall be severed from the Agreement
and all remaining Provisions shall be valid and fully enforceable.
9. Governing Law. This Agreement shall be construed, applied,
-------------
interpreted and enforced in accordance with the laws of the State of California.
EMPLOYEE HEREBY ACKNOWLEDGES THAT: (1) EMPLOYEE HAS READ THIS ENTIRE
EMPLOYMENT, CONFIDENTIALITY & INVENTIONS AGREEMENT; (2) EMPLOYEE UNDERSTANDS
THIS ENTIRE AGREEMENT AND HAS HAD AN OPPORTUNITY TO ASK QUESTIONS ABOUT IT
BEFORE SIGNING IT; AND (3) EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT IS THE SOLE
AGREEMENT PERTAINING TO THE CONDITIONS, NATURE, TENURE AND/OR DURATION OF THE
PARTIES' EMPLOYMENT RELATIONSHIP.
Employee:
Xxxxxxx Xxxx
------------------------------
Please Print Name
/s/ Xxxxxxx Xxxx III 5/09/96
------------------------------ ------------
Employee's Signature Date
PERFECTMARKET. INC.
By: /s/ Xxxxxxx Xxxx III 5/09/96
--------------------------- ------------
Xxxxxxx Xxxx, President Date
