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EXHIBIT 10.4
June 1, 1997
Xxxx Xxxxxxx Xxxxxx, Xx.
0000 Xxxxxxxx Xxxx
Xx Xxxxx, XX 00000
Dear Xxxx,
This letter sets forth the basic terms and conditions of your employment with
Challenge 2000 International LLC ("C2i"). By signing this letter, you will be
agreeing to these terms. It is important that you understand clearly both what
your benefits are and what is expected of you by C2i.
1. DUTIES. Your duties generally will include, but are not limited to,
those duties normally performed by a President & CEO. You may be assigned other
duties as needed and your duties may change from time to time on reasonable
notice, based on the needs of C2i and your skills, as determined by C2i. You
will report directly to the Board of Directors, and/or Members.
As an employee, you are required to exercise your specialized expertise,
independent judgment and discretion to provide high-quality services. You are
required to follow company policies and procedures adopted from time to time by
C2i and to take such general direction as you may be given from time to time.
2. HOURS OF WORK. As an exempt employee, you are expected to work the
number of hours required to get the job done. At a minimum, you are generally
expected to be present during the normal working hours of C2i, 8AM to 5PM
local time. Your primary office will be 0000 Xxxxxx Xxxx., Xxxxx 000, Xxx
Xxxxx, XX 00000.
3. SALARY. Please see Exhibit A.
4. EMPLOYEE BENEFITS. As they become available, you will be eligible for
the Health Care Plan and such other plans which are generally applicable to
your job classification. You will be eligible for paid vacations, holidays and
other employee benefits which are generally applicable to employees. These
benefits are subject to change.
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5. PROPRIETARY RIGHTS; DUTY TO DISCLOSE. Employee hereby acknowledges and
agrees to be bound by the enclosed provisions of C2i's "Non-Disclosure
Agreement". Employee agrees, during and after the term for this employment, not
to reveal confidential information, or trade secrets to any person, firm,
corporation, or entity. Should Employee reveal or threaten to 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 or threatened breach of this
condition, including the recovery of damages from the Employee.
6. DISPUTE RESOLUTION PROCEDURE. The parties agree that any dispute
arising out of the employment relationship between them, including the
termination of that relationship, shall be resolved in a court of law in the
state of California. The burden of proof for demonstrating cause is on the
Company.
7. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with and subject to the laws of the State of California.
Any dispute or action between employees and Company resulting out of this
Agreement must be brought in the jurisdiction of the State of California or it
is void.
8. NO ASSIGNMENT. This Agreement may not be assigned by the employee
without the written consent of C2i.
9. INTEGRATED AGREEMENT. This Agreement supersedes any prior agreements,
representations or promises of any kind, whether written, oral, express or
implied between the parties hereto with respect to the subject matter herein.
It constitutes the full, complete and exclusive agreement between you and C2i
with respect to the subject matters herein.
10. NOTICES. All notices or other communications provided for by this
Agreement shall be made in writing and shall be deemed properly delivered with
(i) delivered personally or (ii) by the mailing of such notice by registered or
certified mail, postage prepaid, to the parties at the addresses set forth on
the signature page of this Agreement (or to such other address as one party
designates to the other in writing).
11. COUNTERPARTS. This agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
12. SEVERABILITY. If any provision of this Agreement is declared invalid
by any court or tribunal, that provision is deemed deleted from this Agreement
as though such provision had never been included herein. The remaining
provisions of the Agreement shall remain in effect.
13. TERMS OF EMPLOYMENT. The term of this Agreement is for a period five
years commencing on the date that you sign this Agreement, unless earlier
terminated pursuant to this Section. Notwithstanding anything to the contrary
herein, C2i may terminate your employment with
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cause; provided, however, that if your are terminated with cause within five
years of the date that you sign this Agreement, you will receive six month's
notice or six month's salary continuation, payable in accordance with C2i's
standard payroll practices, in lieu of notice.
If you resign you shall not be entitled to salary continuation.
Upon any termination, or resignation, you shall be entitled to payment for
accrued vacation and for salary and bonuses accrued for service actually
rendered prior to the date of such termination. For purposes of this Agreement
"cause" shall mean (i) a willful failure by you to substantially perform your
duties, other than a failure resulting from your complete or partial incapacity
due to physical or mental illness or impairment, or (ii) a willful act by you
which constitutes gross misconduct and which is materially injurious to C2i.
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I accept and agree to the terms of employment set forth in this
agreement.
/s/ XXXX XXXXXXX XXXXXX, XX. 6/1/97
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Xxxx Xxxxxxx Xxxxxx, Xx. Date
Enclosure:NDA
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EXHIBIT A
1. SALARY. You will be paid a monthly base salary of $12,500.00. Generally,
your salary will be reviewed annually, however, C2i reserves the right to
increase your compensation. Your salary will be paid in accordance with the
normal payroll practices of C2i.
2. BONUS. You also will be eligible to earn a bonus for 1997 and the years
forthcoming during the term of your employment. The bonus will be set by
C2i's Board of Directors, in its discretion.
3. STOCK OPTIONS. You are granted options to acquire 62,000 shares of C2i
units, at $2.50 per share, vesting monthly over 36 months. The option shall
be subject to the terms of the unit, or stock option agreement between you
and the Company in the form of the stock option agreement.
4. EXPENSES. Business expenses incurred on behalf of the Company shall be
reimbursed in a timely manner.
I hereby accept and agree to the terms set forth in Exhibit A:
/s/ XXXX XXXXXXX XXXXXX, XX. 6/1/97
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Xxxx Xxxxxxx Xxxxxx, Xx. Date
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