Exhibit 10.5
EMPLOYMENT OFFER
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THIS EMPLOYMENT OFFER ("Offer") is extended as of the 18th day of July
2003 between Fundever, Inc. ("Company"), a Delaware Corporation and Xxxxxx
Xxxxxx ("Employee") with a first date of employment no later than August 4, 2003
("Start Date").
1. DUTIES AND EXTENT OF SERVICES
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1.1. Efforts. Employee will devote full-time, attention and
energies to the business of the Company. It is agreed that the
current work that Employee does for his church can continue as
long as it does not interfere with his day to day
responsibilities.
1.2. Duties. Employee shall serve as Chief Technical Officer for
the Company or any other such duties as are assigned to him by
the Company. Employee shall report directly to Xxxx Xxxxxxxx,
CEO.
1.3. Employee At-Will. All hiring and employment at Company is at
will. Employee understand this offer is not an employment
contract, nor can it be used to create one. Employment by
Company has no specific term and may be terminated by the
Employee or Company with or without notice. Employee
acknowledges that Company has not made any promises or
representations that differ from those contained in this
document.
1.4. Severance. If employee is terminated for any reason other than
for cause the company will pay a 6 month severance at full
salary. During the severance period options will continue to
vest, and benefits will still be paid. In the event of an
acquisition or change of control this clause will continue to
be in affect
1.5. California Office. The company understands employee's desire
to remain in California. A California field office will be
established, and employee will work from that said office.
2. COMPENSATION
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2.1. Base Annual Salary. Employee shall receive an initial annual
salary of one hundred and fifty thousand dollars
($150,000.00), ($5,769.23) payable every two weeks on a
Friday. In addition, an annual salary review will be schedule
on the 1st year Anniversary date of employment.
2.2. Additional Compensation. Employee shall receive additional
compensation and Performance Bonuses as deemed appropriated by
the Company's Management.
3. BENEFITS
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3.1. Retirement and Profit Sharing Plans. Employee is entitled to
participate in Company retirement and profit sharing plans as
made available to other employees of the Company.
Health Care. The Company shall provide to Employee medical
health coverage as made available to other employees of the
Company, with the Company paying 100% of the monthly premium
for the Employee and 50% of the monthly premium for Employee
spouse and/or children, provided that spouse and/or children
are not already covered under another insurance policy.
3.2. Vacation. Employee shall be entitled to annual paid vacation
as made available to other employees of the Company. For the
first year of employment, vacation shall accrue at 1 day per
month. After the first year of employment, vacation shall
accrue at 1 day per month.
4. STOCK
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4.1. Stock Options. Employee shall be granted an option to purchase
(2% of company) seven hundred and twenty shares of common
stock of the Company at an exercise price of $1 per share.
Such stock options will be subject to the terms of the
Employee Stock Option Plan and shall vest at a rate 25% after
the first year and 6.25% per quarter thereafter. In the event
of an acquisition or change of control, all options vest
immediately.
4.2. Additional Stock Options. Employee shall be eligible to
receive additional Company Stock Options as deemed appropriate
by the Company's Management and approved by the Company Board
of Directors.
5. DEDUCTIONS AND EXPENSES.
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5.1. Deductions. Deductions shall be made from the total
compensation and any bonuses paid to the Employee for
withholding tax and other such taxes as may from time to time
be required by governmental authority.
5.2. Expenses. Company will reimburse Employee for any expenses
incurred for furthering the Company's business. Such expenses
may include reasonable customer entertainment, travel,
business equipment and similar items.
6. CONFIDENTIALITY OF PROPRIETARY INFORMATION.
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6.1. Employee acknowledges that, in and as a result of his
employment, he will be making use of, acquiring and/or adding
to confidential or proprietary information developed by
Company and of a special and unique nature and value to
Company, including, but not limited to trade secrets, business
opportunities and proposals, products, methods, systems and
research, the names and addresses of customers and suppliers,
prices charged and paid the Company or its customers, designs
and specifications, customer files and records, services,
operating procedures, salaries and financial records of the
Company and customers (collectively, the "Confidential
Information").
6.2. Employee agrees not to reveal Confidential Information to any
person, firm, corporation, or entity at any time either during
or after the Employee's employment. If at any time
Confidential Information becomes public knowledge by some
means other than through the employee, employee's obligation
to keep that Confidential Information confidential terminates.
6.3. Should Employee reveal this information, the Company shall be
entitled to an injunction restraining the Employee from
disclosing same, or from rendering any services to any entity
to whom said information has been or is threatened to be
disclosed. The right to secure an injunction is not exclusive,
and the Company may pursue any other remedies it has against
the Employee for a breach of this condition.
SCHOOLPOP, INC. XXXXXX XXXXXX
/s/ Xxxx Xxxxxxxx /s/ Xxxxxx Xxxxxx
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By: Xxxx Xxxxxxxx, CEO By: Xxxxxx Xxxxxx
Schoolpop, Inc.
Dated: 7/29/2003 Dated:
