Employment Agreement
This Agreement made as of the 1st day of
September, 1999, by and between Xxxxxx X. Xxxxxxxx (the "
Executive") and xxxxxxxXX.xxx, Inc., a Delaware
corporation, (the "Company") (hereinafter
collectively: the "Parties")
WHEREAS, the Company wishes to hire
the Executive to work for it as its Chief Financial Officer, with
duties and responsibilities as set forth in this Agreement below;
and
WHEREAS, the Company and the Executive
wish to set forth in writing the terms and conditions pursuant to
which the Executive shall be employed by the Company.
NOW, THEREFORE, In consideration of
the mutual representations, covenants, agreements and stipulations
contained herein, the parties intending to be legally bound agree
as follows:
1. Employment.
1.1. The Company hereby employs the Executive
as its Chief Financial Officer ("CFO"), and the
Executive hereby accepts and agrees to such hiring, engagement and
employment, for the Term of the employment (as defined below) and
all on the terms and conditions hereafter set forth.
1.2. The Executive shall have the duties and
rights set forth and provided in this Agreement, and the Parties
agree that all terms and conditions of Executive's employment with
the Company shall be governed solely by this Agreement except where
expressly stated otherwise.
2. Employment Term.
The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to such employment,
subject to the terms and conditions set forth herein, for a term
for five years, commencing on September 1, 1999 and continuing
through December 31, 2004 (the "Term"), unless
sooner terminated as herein set forth.
3. Position and Duties.
3.1. As CFO, the Executive shall also serve
as an officer of
any of the corporations or entities affiliated with the Company, as
may be requested of him by the Board of Directors of the Company
(the "Board").
3.2. The Executive shall serve in the
capacities of and perform the obligations and duties of the office
of a CFO, as set forth in the Certificate of Incorporation and
By-Laws of the Company as amended from time to time.
3.3. Executive's employment hereunder shall
be subject to the general supervision, orders, advice and direction
of the Company, as determined by the Board. Executive shall perform
such duties which are customarily performed by a person holding a
similar position with other employers engaged in the same or
similar business.
3.4. The Executive shall report and be
directly responsible to the Board of Directors of the Company and
shall also have such other powers and duties as may from time to
time be prescribed by the Board.
3.5. Subject to the terms of this Agreement,
the Executive shall be responsible for the financial affairs of the
Company, including planning, review, implementation and supervision
of the Company's budgets, investments, and financial controls.
including day-to-day review and administration of related areas of
the Company's business and affairs, and generally do all things
reasonably deemed necessary or desirable by the Board for the
proper management, operation and administration of the Company's
corporate development with requisite authority to carry out his
duties.
3.6. The Company shall not require the
Executive to be employed in any location other than metropolitan
New York City unless he consents in writing to such location.
3.7. During the Term of his employment,
Executive shall be furnished with office space and facilities
commensurate with his position and adequate for the performance of
his duties; he shall be provided with the perquisites customarily
associated with the position of a senior executive and CFO of a
company.
4. Authority.
4.1. The Company authorizes the Executive,
for the Company's account and on its behalf, to perform any act or
do anything necessary or desirable in order to carry out the
Executive's duties as set forth in this agreement and everything
done by the Executive under the provisions of shall be done as
agent of the Company, and all obligations or expenses incurred
hereunder shall be at the expense of Company.
4.2 All obligations or expenses incurred
hereunder shall be for the account of, on behalf of, and at the
expense of the Company except as otherwise specifically provided
for in this Agreement, provided, however that the
Company shall not be obligated to reimburse the Executive for any
expenses incurred in entering this Agreement or in payment for any
legal, accounting, or other professional counsel, advice, or
services sought or received by Executive in connection with the
negotiation and consummation of this terms of this Agreement.
5. Best Efforts of the Executive.
The Executive shall use his best efforts in
performing his duties hereunder, and in furthering the interests of
the Company and its business. The Executive shall render his
services in a faithful, responsible and competent manner, all in
accordance with the terms and conditions of this Agreement and the
Company's policies and procedures.
6. Representations of the Executive.
The Executive represents and warrants to the
Company that:
6.1. He has the expertise, experience and
capability to perform the duties assigned to him hereunder;
6.2. He is not suffering from any physical or
mental condition which may impair his capability to perform the
duties assigned to him hereunder;
6.3. He is familiar and/or will familiarize
himself with the Company's policies and procedures, will fully
adhere to them during his employment hereunder, and will refrain
from any act or communication that may reflect unfavorably upon the
Company, its business or its affiliates; and
6.4. He has carefully read and understood
this Agreement, and is entering into it of his own free will.
7. Representations of the Company.
The Company represents and warrants that it
is relying on the Executive's representations in entering into this
Agreement, and that it is willing to employ the Executive subject
to the terms and conditions of this Agreement and to perform its
obligations hereunder.
8. Liability and Insurance.
8.1. The Executive shall not be liable to the
Company for any loss or damage not caused by the Executive's own
gross negligence or intentional failure to comply with his
obligations hereunder.
8.2. The Company will indemnify the Executive
against and hold the Executive harmless from (a) any liability,
damages, costs and expenses (including reasonable attorneys' fees)
sustained or incurred for injury to any person or property in,
about and in connection with the Company's business, from any cause
whatsoever, unless such injury shall be caused by the Executive's
own (i) illegal or unlawful act of a nature involving moral
turpitude, (ii) gross negligence, or (iii) repeated failure to
comply with his obligations which remained uncured after notice by
the Board, hereunder; and (b) any liability damages, penalties,
costs and expenses, statutory or otherwise, for all acts properly
performed by the Executive pursuant to the instruction of the Board;
provided, in each of the foregoing instances, that the Executive
promptly advises the Board of its receipt of information concerning
any such injury and the amount of any such liability, damages,
penalties, costs and expenses. The Company shall pay all expenses,
including any and all attorney's fees, actually incurred by
Executive in connection with the investigation of any such matter,
the defense of any such action ,suit or proceeding and in
connection with any appeal thereon, including the cost of any
settlements. The indemnification under this Section 8.2 shall be
deemed as adding to any other obligation of the Company to
indemnify the Executive as an officer or director of the Company,
to the maximum extent permitted by applicable law.
8.3. The Company shall carry sufficient
liability insurance, workmen's compensation and will deliver, upon
Executive's demand, a copy of such liability insurance to the
Executive or a certificate evidencing the same.
9. Compensation.
9.1. Base Salary.
(a) During the Term of employment, the
Company shall pay the Executive an annual base salary of $75,000,
payable in substantially equal installments that shall be weekly,
bi-weekly, semi-monthly or monthly, depending on the policy that
the Company adopts for payment of base salary to its senior
officers.
(b) The Executive's base salary will be
subject to review at least once at the end of each calendar year,
provided that upon each review the annual increase shall be no less
than 10% of the Base for the immediately preceding year.
9.2. Incentive Compensation.
(a) The Company, if determined desirable and
if conditions so allow, at the determination and discretion of the
Board, grant the Executive a bonus based on Executive's
achievements, it being acknowledged and agreed that the Company
will be under no obligation to grant such a bonus.
(b) When the Company achieves a positive net
operating income, as determined by independent auditors, in any
fiscal year, the Executive shall be automatically entitled to a
one-time bonus of $25,000.
(c) As an incentive to for the Executive to
enter into this Agreement and to intensify his interest in the
success of the Company, the Company shall grant the Executive,
effective as soon as practicable after the execution of this
Agreement, options from the the Company's employee 1999 Stock
Option Plan to purchase 50,000 shares of Common Stock of the
Company at an exercise price of six ($6.00) dollars per share (the
"Options"). The Options shall be subject, among other
terms and conditions, to the following:
(1) The Options shall vest in a tranche of up
to a maximum of 10,000 Options in the first four months hereof and,
thereafter, in tranches of up to a maximum of 10,000 Options per
year.
(2) The Executive shall not have the right to
exercise any Options after the later of the fifth (5th) anniversary
of the vesting of each of the Options and seventh (7th) anniversary
of the execution of this Agreement.
(3) The Options shall be non-assignable.
(4) The Company shall have no obligation to
register any Options or any shares of Common Stock of the Company
realized upon exercise thereof.
9.3. Withholding. The Company
shall be entitled to withhold such amounts from compensation and
other payments as are necessary to comply with federal, state and
local withholding laws.
9.4. Benefits.
(a) During the Term of employment hereunder,
the Executive shall be entitled to participate in and receive all
benefits under all of the benefit plans and arrangements of the
Company currently or hereafter made available by the Company to its
Executives, senior officers, or in lieu of any of such plans and
arrangements of the Company, plans and arrangements agreed to by
the Board and the Executive.
Nothing provided for in this Section 9.4 (a),
shall be interpreted to limit or in any way affect to the Company's
right to amend or terminate any of its benefit plans and
arrangements with respect to its senior officers, or other
employees, whether or not the Executive is then participating in
such plan or arrangement.
(b) If employee is insurable at regular rates
the Company shall purchase a disability insurance policy providing
for a net after tax income substantially equivalent to what
Executive's net after tax income would be on his base salary, such
payments to begin after Executive is disabled for 60 days. If
Executive is insurable at rates in excess of "regular rates
", if Executive pays such excess, Company will pay the balance
of the premium.
9.5. Vacations. The Executive
shall be entitled to five (5) weeks, or twenty five (25) business
days, paid vacation in each calendar year.
10. Sick Leave; Personal Days.
In case of illness, the Executive shall be
entitled to up to fourteen (14) days of sick leave per year and up
to seven (7) personal per year. During authorized sick leave, the
Executive's salary and other benefits shall continue to be paid or
accrued. Unused sick days may be carried over from year to year but
are not reimbursable upon the termination of this Agreement.
11. Medical Insurance.
The Executive, his spouse and children under
18 living with him, shall be covered by the Company's group medical
insurance policy, dental and long term disability insurance, at no
cost to the Executive, throughout the Term of his employment.
12. Expenses.
The Executive shall receive reimbursement on
a monthly basis for reasonable business expenses incurred by him in
connection with the performance of his duties hereunder. Executive
shall
provide the Company with proper documentation for each expense. If
the Company reimburses the Executive for expenses later determined
to be non-deductible for federal income tax purposes, all such
amounts shall be treated as additional compensation to him.
13. Payment of Taxes
13.1. To the extent required by prevailing
law, the Company shall deduct from the salary payable to the
Executive under this Agreement all social security, federal, state
and local taxes and charges as may now be in effect or which may
hereafter be enacted or required by applicable law as charges on
the compensation of the Executive.
13.2. To the extent required by prevailing
law, the Company shall pay such social security, disability,
unemployment and workmen's compensation charges imposed upon the
Company by virtue of its employment of the Executive.
13.3. The Executive shall notify the Company
of any change in his place of residence or status which may affect
his tax liability.
14. Termination. The Executive's
employment (herein the "Employment") hereunder shall
terminate only at the expiration of the Term, or prior thereto upon
the occurrence of one of the following:
14.1. Death. The Executive's
employment hereunder shall terminate upon his death ("Death
").
14.2. Disability.
(a) The Company may terminate the Employment
hereunder if he becomes physically or mentally incapacitated and by
reason thereof becomes unable to perform his duties hereunder for a
period of 60 or more days during any period of twelve consecutive
months; and
(b) The Executive may terminate his
employment hereunder if, in the judgment of a physician selected by
him and in the concurrent judgment of a physician of the Company's
selection, the Executive's health has become impaired to an extent
that makes the continued performance of his duties hereunder
hazardous to his physical or mental health or his life (such reason
for termination by the Company or by the Executive is hereinbelow
referred to as "Disability").
The Company may waive its right to seek
concurrent
judgment of a physician of its selection. If the Company exercises
said right, and if the respective judgments of the physician
selected by the Executive and the physician selected by the Company
do not concur, the judgment of a third physician to be chosen by
the Executive and the Company's physicians shall be controlling.
14.3. Cause. The Company may
terminate the Employment hereunder for cause (herein "Cause
"). The Company will have Cause to terminate the Employment
hereunder upon:
(a) any willful or intentional and gross act
or conduct by the Executive having the effect of materially
injuring the Company or its affiliates;
(b) the Executive's conviction of a crime
(including conviction pursuant to a plea of nolo contendere)
involving, in the judgment of the Board fraud, dishonesty or moral
turpitude; or
(c) any material, recurring and ongoing
defaults, material nonperformance or material violations by the
Executive of the material terms of this Agreement, which, despite
specific written notice by the Board, remain uncured after an
unreasonable period of time, which such period shall be no less
than sixty (60) days.
14.4. On Company's Notice. The
Company may terminate the Employment with no reason or cause
whatsoever (herein termination "On the Company's Notice"
).
14.5. By Executive Without Reason.
The Executive may terminate the Employment (herein termination
"On the Executive's Notice").
14.6. By Executive With Reason.
The Executive may terminate the Employment at any time for "
good reason" (herein termination "By Executive With Reason
"), upon one or more of the following:
(a) The failure to elect or appoint, or
re-elect or re-appoint the Executive to, or removal or improperly
attempted removal of Executive from, his position as CFO of the
Company, except in connection with the proper termination of
Executive's employment by reason of Cause, Death or Disability as
provided herein;
(b) A reduction in Executive's overall
compensation other than his discretionary bonus under Section
9.3(a), or an adverse change in the nature or scope of the
authorities, powers, functions or duties normally attached to
Executive's position with the Company;
(c) The Company's failure or refusal to
perform any obligations required to be performed in accordance with
this Agreement after reasonable notice an opportunity to cure same;
and
(d) A change in control of the company
occurs. As used in this Section 14(d), a "Change in Control
" shall be deemed to have occurred upon the passage of (i) ten
(10) days following a public announcement that a person or group of
affiliated or associated persons have acquired, or obtained the
right to acquire, beneficial ownership of fifteen (15%) percent of
the outstanding Common Stock of the Company (the "Shares"
); or (ii) ten (10) days following the commencement of, or
announcement of an intention to make a tender offer or exchange
offer, the consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated persons
of fifteen (15%) percent of such outstanding Shares; (iii) ten (10)
days after a person or group of affiliated or associated persons
has (x) become the owner of at least ten (10%) percent of the
Shares or has filed a Schedule 13D or 13G with the Securities and
Exchange Commission and (y) whose ownership interest is deemed by
the Board to cause a material adverse impact on the business or the
prospects of the Company; or (iv) a change in the composition of a
majority of the Board
14.7. Notice and Date of Termination
. Any termination pursuant to Sections 14.1 through 14.6,
herein shall be communicated by written notice of termination to
the other party (herein referred to as the "Notice of
Termination"). The date of termination of the Employment
hereunder (herein the "Date of Termination") shall be:
(a) the date of the Executive's death, if his
Employment is terminated for Death; or
(b) the date on which a Notice of Termination
is given or made effective, if the Employment is terminated by the
Company for Disability, Cause or On Notice, respectively; or
(c) the date on which a Notice of Termination
is given or made effective, if the Employment is terminated by the
Executive on Executive's Notice or by the Executive With Reason.
15. Compensation and Effects Following
Termination.
15.1. If the Employment is terminated For
Death, Disability, On the Company's Notice, or by the Executive
With Reason, the Executive, or his successors or dependents
(collectively in this
Section: the "Executive") shall be entitled to the
following compensation:
(a) All unpaid amounts due on account of
Executive's base salary and all benefits and bonuses until the date
of Termination;
(b) The base salary and all benefits and
bonuses hereunder at the rate prevailing at the time of Termination
for the remainder of the first year of the Term, if the Termination
is effective prior to twelve (12) months following the date hereof,
and thereafter for a period of one (1) year;
(c) A severance payment in a lump sum
equivalent to the base salary and bonuses equivalent to one (1)
year for each year of prior employment with the Company (whether
during the initial Term of employment or thereafter), plus a
pro-rated amount for each portion of a year of prior employment
with the Company;
(d) Any options granted to Executive which
have not, by the term thereof vested, shall be deemed to have
vested at the termination, and shall thereafter be exercisable for
the maximum period of time allowed for exercise thereof under the
terms of the option(s); and
(e) The Company's (and Executive's and his
dependents') participation in any and all medical, dental and
disability insurance plans shall be continued, or equivalent
benefits provided to him or them by the Company at no cost to him
or them, for a period of two (2) years from the date of Termination.
15.2. If the Employment is terminated at the
expiration of the Term of employment or by the Executive On the
Executive's Notice, the Executive shall be entitled as follows:
(a) All unpaid amounts due on account of
Executive's base salary and all benefits and bonuses until the date
of Termination;
(b) A severance payment in a lump sum
equivalent to the base salary and Bonuses equivalent to one half
(1/2) year for each year of prior employment with the Company
(whether during the initial Term of employment or thereafter), plus
a pro-rated amount for each portion of a year of prior employment
with the Company;
(c) Any options granted to Executive which
have not, by
the term thereof vested, shall be deemed to have vested at the
termination, and shall thereafter be exercisable for the maximum
period of time allowed for exercise thereof under the terms of the
option(s); and
(d) The Company's (and Executive's and his
dependents') participation in any and all medical, dental and
disability insurance plans shall be continued, or equivalent
benefits provided to him or them by the Company at no cost to him
or them, for a period of one (1) year from the date of Termination.
15.3. If the Employment is terminated by the
Company for Cause, the Executive shall be entitled as follows:
(a) All unpaid amounts due on account of
Executive's base salary and all benefits and bonuses until the date
of Termination;
(b) to the extent medical insurance or other
benefits are required by law to be extended or offered for a longer
period, the Company shall comply with such requirements; and
(c) Any options granted to Executive which
have vested, shall thereafter be exercisable for the minimum period
of time allowed for exercise thereof under the terms of the
option(s). Any options granted to Executive which have not yet
vested, at the date of Termination, shall expire upon Termination.
15.4. Any extension of benefits following the
termination of employment provided for herein shall be deemed to be
in addition to and not in lieu of, any period for benefits
continuation provided for by law at the Company's or Executive's
expense.
16. Non-Competition.
16.1. During the period of the Employment
hereunder and during the applicable post-termination
non-competition period as specified in Section 16.2, herein, the
Executive shall not own any interest, or provide any financing for,
or perform any service for, any business organization which
directly or indirectly engages in competition with the Company
within the principal geographic areas where the Company is or has
during the term of this Agreement developed substantial plans to
commence doing business (herein the "Territory"); or, as
a sole proprietor, director, officer, shareholder, employee,
manager, consultant, independent contractor, advisor or otherwise,
engage directly or indirectly in competition in the Territory with,
any business conducted by the Company or by its respective
affiliates or any business which the Company or any of its
respective affiliates had developed substantial plans to enter into
during the employment with the Company pursuant to this Agreement
or prior hereto. Any business organization whose principal business
is conducted on or through the Internet shall be deemed as
competing with the Company in the Territory; provided, however,
that the non-competition provisions of this Section shall not apply
(a) to paid or voluntary work for nonprofit Internet projects,
provided they do not directly compete with xxxxxxxXX.xxx; (b) paid
or voluntary work for a local community-based Internet venture
(e.g. xxxxxxxxxx.xxx community news and information Web site); and
(c) freelance writing and interviewing.
16.2. Post-termination non-competition period.
(a) In the case of Termination of the
employment for Cause or by the Executive on Notice, the applicable
post-termination non-competition period shall be the period ending
two (2) years following the Termination of the employment
hereunder.
(b) In the case of Termination of the
employment for Disability, the applicable post-termination
non-competition period shall be the period ending one (1) year
following the Termination of the employment hereunder.)
(c) In the case of Termination of the
employment on the Company's Notice or by the Executive for Reason,
there shall be no applicable post-termination non-competition
period hereunder.
16.3. If a court of competent jurisdiction
shall determine that the any of provisions of Section 16.2
transcend or contravene the provisions of applicable law, ipso
facto this section shall be
deemed revised to comply with applicable law and shall be construed
in such a manner as to render this Section as so revised
enforceable under such law.
17. Nondisclosure of Confidential
Information.
17.1. The Executive shall not, except as
authorized or required by the Company, in any manner, directly or
indirectly, reveal, divulge, disclose or otherwise communicate or
make available to any person, firm, corporation or entity any
information concerning any matters affecting or relating to the
Company, its affiliates and/or any customers of the Company, their
business, affairs, manner of operation, plans or policies, the
prices they charge or any other information, except such
information that is already in the public domain due to no fault of
the Executive.
17.2. The provisions of this Section shall
survive the term of this Agreement.
18. Noninterference.
During and after the Term of this Agreement,
the Employee shall not in any manner, directly or indirectly,
affect to the detriment of the Company or any of its affiliates any
relationship of the Company, or any of its affiliates, or any of
their respective officers, employees and agents with any customer,
supplier or employee the Company or any affiliate, or cause any
customer or supplier to refrain from doing business with the
Company or any affiliate thereof. Nothing in this Section 18 shall
be deemed to prevent Employee from competing with the Company after
the expiration of the applicable post-termination non-competition
period, even if such competition may have the effect of
detrimentally affecting the business of the Company.
19. Specific Enforcement.
The Executive acknowledges and agrees that
the Company would be irreparably harmed and could not be made whole
by monetary damages in the event any of the terms and provisions of
this Agreement were not performed by him in accordance with its
terms. Accordingly, the Executive agrees that, in addition to any
other remedy to which the Company may be entitled, the Company
shall be entitled to an injunction or injunctions to prevent
breaches of, and to obtain specific performance of, any or all of
the terms and provisions hereof and shall be entitled to other
equitable relief.
20. Severability.
If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions will remain in
full force and effect and will in no way be affected, impaired or
invalidated. It is hereby stipulated and declared to be the
intention of the parties that they would have executed such
remaining terms, provisions, covenants and restrictions without
including any of such as may be hereafter declared invalid, void or
unenforceable.
21. Entire Agreement and Amendment.
This Agreement contains the entire
understanding of the parties with respect to its subject matter.
There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings other than those expressly
set forth herein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to its subject
matter. This Agreement may not be amended, modified or supplemented
except upon the execution and delivery of a written agreement
executed by the parties hereto.
22. Assignment.
This Agreement shall not be assignable by any
party hereto, except that it shall be assignable by the Company to
any companies that are or may become affiliated to it but no such
assignment shall release to the assigning party from its financial
obligations hereunder. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the heirs, personal
representatives, successors and permitted assigns of the parties
hereto.
23. Waiver of Compliance.
Any failure of one of the parties hereto to
comply with any obligation, covenant, agreement or condition herein
may be waived by the other party only by a written instrument
signed by the party granting such waiver, but such waiver or
failure to insist upon strict compliance with such obligation,
covenant, agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.
24. Descriptive Headings.
Descriptive headings are for convenience only
and shall not control or affect the meaning or construction of any
provision of the Agreement.
25. Affiliate.
As used in this Agreement, the term "
affiliate" means a person or entity controlled by,
controlling, or under common control with the Company.
26. Counterparts.
For the convenience of the parties, any
number of counterparts of this Agreement may be executed by one or
more parties hereto and each such executed counterpart shall be,
and shall be deemed to be, an original instrument.
27. Notices.
All notices and other communications
hereunder shall be in writing and shall be deemed given if
delivered personally, dispatched by way of recognized courier
service, such as Federal Express, by facsimile transmission (with a
confirmation copy mailed), or mailed (registered or certified mail,
postage prepaid, return receipt requested) to the respective
parties at the following addresses:
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| To the Executive:
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| Xxxxxx X. Xxxxxxxx
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| 00 Xxxxx Xxxx Xxxx
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| Xxxxxxxxx, XX 00000
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| Telephone:
| (000) 000-0000
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| Facsimile:
| (000) 000-0000
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| To the Company:
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| xxxxxxxXX.xxx, Inc.
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| 000 Xxxxx Xxxxxx, Xxxxxxx Xxxxx
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| Xxx Xxxx, X.X. 00000
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| Telephone:
| (000) 000-0000
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| Facsimile:
| (000) 000-0000
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| Attention: Xx. Xxxxxxxx Xxxxx
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| with a copy to:
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| Xxxx X. Xxxx, Esq.
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| 000 Xxxxxxxxx Xxx. 0X
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| Xxx Xxxx, Xxx Xxxx, 00000
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| Telephone:
| (000) 000-0000
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| Facsimile:
| (000) 000-0000
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or to such other address as any party hereto
may, from time to time, designate in a written notice given in a
like manner.
28. Law Governing.
This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
New York applicable to contracts made and to be performed wholly
within such State, without reference to any rules of conflicts of
laws.
29. Arbitration.
All disputes, controversies or claims with
respect to any of the terms or conditions of, or the performance of
the parties under, or termination of, this Employment Agreement
which cannot be settled amicably by the parties, whether or not
such disputes, controversy(ies) or claim(s) are arbitrable under
applicable law, shall be finally settled by arbitration in
accordance with the Employment Commercial Arbitration Rules of the
American Arbitration Association in New York City. The arbitration
proceedings shall be conducted in New York City in the English
Language before one (1) arbitrator. The award of the arbitrator
shall be final and binding upon the parties and judgment upon such
award may be entered in any court having jurisdiction or
application may be made to such a court for a judicial acceptance
of such award and judgment or order of enforcement, as the case may
be.
IN WITNESS THEREOF THE PARTIES have
executed this Agreement as of the date first herein written.
| THE COMPANY:
| THE EXECUTIVE
|
|
|
|
|
|
| xxxxxxxXX.xxx, Inc.
|
|
|
|
|
| By:
______________________
| ______________________
| Name:
| Xxxxxx X. Xxxxxxxx
| Title:
|
XXXXXXX - xxxxxxxXX.xxx, INC.
CONTENTS
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|
| Page
|
|
|
|
|
| 1
|
| Employment
|
| 1
|
|
| 2
|
| Employment Term
|
| 1
|
|
| 3
|
| Position and Duties
|
| 1
|
|
| 4
|
| Authority
|
| 3
|
|
| 5
|
| Best Efforts of the Executive
|
| 3
|
|
| 6
|
| Representations of the Executive
|
| 3
|
|
| 7
|
| Representations of the Company
|
| 4
|
|
| 8
|
| Liability and Insurance
|
| 4
|
|
| 9
|
| Compensation
|
| 4
|
|
| 10
|
| Sick Leave
|
| 6
|
|
| 11
|
| Medical Insurance
|
| 6
|
|
| 12
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| Expenses
|
| 6
|
|
| 13
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| Payment of Taxes
|
| 6
|
|
| 14
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| Termination
|
| 6
|
|
| 15
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| Compensation and Effects Following Termination
|
| 9
|
|
| 16
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| Non-Competition
|
| 11
|
|
| 17
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| Nondisclosure of Confidential Information
|
| 12
|
|
| 18
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| Noninterference
|
| 12
|
|
| 19
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| Specific Enforcement
|
| 12
|
|
| 20
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| Severability
|
| 13
|
|
| 21
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| Entire Agreement and Amendment
|
| 13
|
| 22
|
| Assignment
|
| 13
|
|
| 23
|
| Waiver of Compliance
|
| 13
|
|
| 24
|
| Descriptive Headings
|
| 14
|
|
| 25
|
| Affiliate
|
| 14
|
|
| 26
|
| Counterparts
|
| 14
|
|
| 27
|
| Notices
|
| 14
|
|
| 28
|
| Law Governing
|
| 15
|
|
| 29
|
| Arbitration
|
| 15
|
| | | | |
