Exhibit 10.6
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made, entered into, and
effective as of January 1, 2000 ("Effective Date"), by and between Internet
Business' International, a Nevada corporation (the "Company") and Xxxxx Xxxxxx
("Cherry").
RECITALS
WHEREAS, COMPANY desires to benefit from Cherry's expertise and employ
Cherry as President and Cherry is willing to accept such employment.
NOW, THEREFORE,in consideration of the mutual covenants and conditions
contained herein, the parties hereto hereby agree as follows:
AGREEMENT
ARTICLE I
TERM AND DUTIES
The Company hereby employs Cherry as President as of the Effective Date
and Cherry agrees to enter into and remain in the employ of the Company until
five years from the date of this Agreement unless (i) this Agreement is
terminated as provided hereinbelow; or (ii) this Agreement is extended by mutual
agreement of the parties. Cherry shall faithfully and diligently perform all
professional duties and acts as President as may be reasonably requested of
Cherry by the Company or its officers consistent with the function of a
President of a comparable business holding company.
ARTICLE II
DUTIES
2.1 Cherry agrees to perform Cherry's services to the best of his
ability. Cherry agrees throughout the term of this Agreement to devote
sufficient time, energy and skill to the business of the Company and to the
promotion of the best interests of the Company. The Company understands and
agrees that Cherry may from time to time undertake business opportunities so
long as they do not conflict with his duties to the Company and hereby waives
any claim it may have with respect to Cherry's undertaking such opportunities.
ARTICLE III
COMPENSATION
3.1 Subject to the termination of this Agreement as provided herein,
the Company shall compensate Cherry for his services hereunder at an annual
salary ("Salary") of One Hundred Eighty Thousand Dollars ($180,000.00) payable
in semi-monthly installments in accordance with the Company's practices, less
normal payroll deductions.
3.2 In addition to the Salary as defined above, the Company agrees to
the following schedule:
a. On the first year's anniversary of this Agreement, Cherry's salary
shall be $20,000 per month
b. On the second year's anniversary of this Agreement, Cherry's salary
shall be $25,000 per month and continue on thereafter.
3.3 In addition to the compensation set forth above, the Company shall
periodically review Cherry's performance and services rendered with a view to
paying discretionary bonuses based upon above-average or outstanding performance
for a prior period. Any such bonuses approved by the Company shall be paid to
Cherry within 30 days of the grant thereof. The following performance milestones
shall justify the particular stock bonuses, in unrestricted stock, which are
cumulative, to be issued by the Company, as below:
a. At $ 2 million in sales, 500,000 shares of IBI stock.
b. At $ 3 million in sales, 800,000 shares of IBI stock.
c. At $ 5 million in sales, 1,000,000 shares of IBI stock.
d. At $ 8 million in sales, 2,000,000 shares of IBI stock.
e. At $ 10 million in sales, 2,500,000 shares of IBI stock.
f. At $ 12 million in sales, 3,000,000 shares of IBI stock.
3.4 In addition to the Salary and bonuses stated above, commencing with
the Effective Date, Cherry shall be eligible to participate in a health
insurance plan, including dependent coverage, supplied by the Company. Cherry
shall be entitled to participate in any and all group life, workers'
compensation,
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health plan or accidental insurance plans which are adopted by the Company for
the benefit of executive officers or employees. Cherry shall be entitled to such
sick leave and paid holidays and to such other perquisites of employment, as
customarily are extended by the Company to executive officers or employees. In
addition, Cherry shall be entitled to such other benefits as the Company may
elect to provide generally, from time to time, to executive officers or
employees. Cherry shall be entitled to the following vacation benefits:
i. 4 weeks on first year anniversary
ii. 5 weeks on second year anniversary
iii. 6 weeks on third year anniversary and thereafter.
3.5 If for any reason, including but not limited to malfeasance,
misfeasance, and/or nonfeasance, or layoff, the Company decides to terminate
Cherry, then the Company shall immediately pay, meaning within five (5) calendar
days, the following: The sum of $500,000 plus all of the stock set forth in
paragraph 3.3, above.
3.7 If for any reason Xxxx wishes to retire, becomes incapacitated, or
is otherwise unable to continue employment with the Company, he shall continue
receiving compensation at the current rate for the next three years.
ARTICLE IV
EXPENSES
The Company shall reimburse Cherry for all reasonable business related
expenses incurred by Cherry in the course of his normal duties on behalf of the
company. In reimbursing Cherry for expenses, the ordinary and usual business
guidelines and documentation requirements shall be adhered to by the Company and
Cherry. Cherry shall receive a car allowance of $400 per month.
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ARTICLE V
BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto their respective devisees, legatees, heirs, legal
representatives, successors, and permitted assigns. The preceding sentence shall
not affect any restriction on assignment set forth elsewhere in this Agreement.
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ARTICLE VI
ARBITRATION
If a dispute or claim shall arise between the parties with respect to
any of the terms or provisions of this Agreement, or with respect to the
performance by any of the parties under this Agreement, then the parties agree
that the dispute shall be arbitrated in Orange County, California before a
single arbitrator, in accordance with the rules of Judicial Arbitration and
Mediation Services, Inc./Endispute ("JAMS/Endispute").
ARTICLE VII
NOTICES
Any notice, request, demand, or other communication given pursuant to
the terms of this Agreement shall be deemed given upon delivery, if hand
delivered or delivered via facsimile, or Forty-Eight (48) hours after deposit in
the United States mail, postage prepaid, and sent certified or registered mail,
return receipt requested, correctly addressed to the addresses of the parties
indicated below or at such other address as such party shall in writing have
advised the other party.
If to the Company:
0000 Xxxxx Xxxxxx, #000
Xxxxxxx Xxxxx, XX 00000
If to Cherry:
00000 Xxxxxx Xxxxx Xxxx
Xxxxxx Xxxxx, XX 00000
ARTICLE VIII
ASSIGNMENT
Subject to all other provisions of this Agreement, any attempt to
assign or transfer this Agreement or any of the rights conferred hereby, by
judicial process or otherwise, to any person, firm, company, or corporation
without the prior written consent of the party, shall be invalid, and may, at
the option of such other party, result in an incurable event of default
resulting in termination of this Agreement and all rights hereby conferred.
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ARTICLE IX
CHOICE OF LAW
This Agreement and the rights of the parties hereunder shall be
governed by and constructed in accordance with the laws of the Sate of
California including all matters of construction, validity, performance, and
enforcement and without giving effect to the principles of conflict of laws.
ARTICLE X
JURISDICTION
The parties submit to the jurisdiction of the Courts of the State of
California or a Federal Court empaneled in the State of California for the
resolution of all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of arbitration award.
ARTICLE XI
ENTIRE AGREEMENT
Except as provided herein, this Agreement contains the entire agreement
of the parties, and supersedes all existing negotiations, representations, or
agreements and all other oral, written, or other communications between them
concerning the subject matter of this Agreement. There are no representations,
agreements, arrangements, or understandings, oral or written, between and among
the parties hereto relating to the subject matter of this Agreement that are not
fully expressed herein.
ARTICLE XII
SEVERABILITY
If any provision of this Agreement is unenforceable, invalid, or
violates applicable law, such provision, or unenforceable portion of such
provision, shall be deemed stricken and shall not affect the enforceability of
any other provisions of this Agreement.
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ARTICLE XIII
CAPTIONS
The captions in this Agreement are inserted only as a matter of
convenience and for reference and shall not be deemed to define, limit, enlarge,
or describe the scope of this Agreement or the relationship of the parties, and
shall not affect this Agreement or the construction of any provisions herein.
ARTICLE XIV
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
ARTICLE XV
MODIFICATION
No change, modification, addition, or amendment to this Agreement shall
be valid unless in writing and signed by all parties hereto.
ARTICLE XVI
WAIVER
No waiver of any breach, covenant, representation, warranty, or default
of this Agreement by any party shall be considered to be a waiver of any other
breach, covenant representation warranty or default of this Agreement.
ARTICLE XVII
INTERPRETATION
The terms and conditions of this Agreement shall be deemed to have been
prepared jointly by all of the Parties hereto. Any ambiguity or uncertainty
existing hereunder shall not be construed against any one of the drafting
parties, but shall be resolved by reference to the other rules of interpretation
of contracts as they apply in the State of California.
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ARTICLE XVIII
ATTORNEYS' FEES
Except as otherwise provided herein, if a dispute should arise between
the parties including, but not limited to arbitration, the prevailing party
shall be reimbursed by the non-prevailing party for all reasonable expenses
incurred in resolving such dispute, including reasonable attorneys' fees.
ARTICLE XIX
TAXES
Any income taxes required to be paid in connection with the payments
due hereunder, shall be borne by the party required to make such payment. Any
withholding taxes in the nature of a tax on income shall be deducted from
payments due, and the party required to withhold such tax shall furnish to the
party receiving such payment all documentation necessary to prove the proper
amount to withhold of such taxes and to prove payment to the tax authority of
such required withholding.
ARTICLE XX
NOT FOR THE BENEFIT OF CREDITORS OF THIRD PARTIES
The provisions of this Agreement are intended only for the regulation
of relations among the parties. This Agreement is not intended for the benefit
of creditors of the parties or other third parties and no rights are granted to
creditors of the parties or other third parties under this Agreement.
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ARTICLE XXI
DEFENSE AND INDEMNITY
Should Cherry be sued and/or prosecuted with respect to any act
performed as part of his duties of office or any failure to act, then the
Company shall defend, indemnify, retain legal counsel and otherwise hold him
harmless for costs of defense, settlements, sanctions or awards.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"Company" "Cherry"
Internet Business' International Xxxxx Xxxxxx
By:
___________________________ ___________________________
Name:
________________________
Title:
_______________________
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