STOCKNET, INC.
EMPLOYMENT AGREEMENT
Employment Agreement by and between XXXXX XXXX ("Executive"); and STOCKNET,
INC., a California corporation ("Employer"). This Agreement is effective as of
March 1, 1998.
RECITALS
Executive has acquired special skills and abilities and has an extensive
background in and knowledge of Employer's business. In order to retain the
benefit of Executive's experience, skills, abilities, background and knowledge,
Employer desires assurance of the continuation of this association and is
therefore willing to engage Executive on the terms and conditions set forth in
this Agreement. Executive desires to continue working for Employer, and is
willing to do so on these terms and conditions.
NOW, THEREFORE, in consideration of the above recitals and of the mutual
promises and conditions in this Agreement, it is agreed as follows:
1. TERM. Subject to the earlier termination as provided in this Agreement,
Executive shall be employed for a term of two (2) years commencing March 1,
1998, and terminating February 28, 2000.
This term shall be automatically renewed upon expiration for successive
periods of the same length, subject to the same conditions, unless Executive is
notified to the contrary as provided in this Agreement.
2. PLACE OF EMPLOYMENT. Unless the parties otherwise agree in writing, and
except that Employer may from time to time require Executive to travel
temporarily to other locations on Employer's business, Executive shall perform
the services required under this Agreement at Employer's office located at 00000
Xxxxxxx Xxxxxxxxx, #000, Xxxxxx, Xxxxxxxxxx 00000, or at such other office of
Employer in Los Angeles County.
3. DUTIES AND AUTHORITY. Executive shall be President, General Manager, and
Chief Executive Officer of Employer, with full power and authority to hire and
fire employees and to manage and conduct Employer's business, subject to
policies adopted by the Board of Directors.
Executive shall not, however, take any of the following actions on behalf
of Employer without the approval of the Board of Directors:
(1) Borrowing money,executing guarantees, or obtaining credit in any
amount;
(2) Expending funds for capital equipment in excess of budgeted
expenditures for any calendar month:
(3) Selling or transferring capital assets.
(4) Executing any contract or making any commitment for the purchase or
sale of Employer's products or facilities in any amount.
(5) Executing any lease of real or personal property.
(6) Hiring or firing any corporate officer.
(7) Exercising any discretionary authority or control over the management
of any employee welfare or pension benefit plan or over the disposition of the
assets of any such plan.
4. REASONABLE TIME AND EFFORT. During the term of this Agreement, Executive
shall devote such time, interest, and effort to the performance of this
Agreement as may be fairly and reasonably necessary. Employer is aware that
Executive renders and will continue to render services to U.S. STOCK TRANSFER
CORP., California corporation, during the term of this Agreement.
5. COVENANT NOT TO COMPETE DURING TERM OF AGREEMENT. During the term of
this Agreement, Executive shall not, directly or indirectly, whether as a
partner, employee, creditor, shareholder, or otherwise, promote, participate, or
engage in any activity or other business competitive with Employer's business.
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6. SALARY. Employer shall pay Executive, in equal monthly installments, the
following basic monthly salary: Eight Thousand Dollars ($8,000.00).
7. BONUS COMPENSATION. In addition to the compensation provided for above,
Employer may also from time to time issue bonus compensation based on
exceptional employment performance. The payment of a bonus or bonuses shall not
establish a precedent of future requirement, nor shall it constitute a permanent
modification of this Agreement.
8. ADDITIONAL BENEFITS. During the employment term, Executive shall be
entitled to receive all other benefits of employment generally available to
Employer's other executive and managerial employees when Executive becomes
eligible for them, including group health and insurance benefits and annual
vacation and sick leave.
9. ADDITIONAL BENEFITS. In its sole discretion, Employer may provide other
benefits in addition to the basic annual salary. Employer may institute or
revoke such benefits as it sees fit, and any such benefits shall not create a
precedent or a requirement, nor shall they constitute a permanent modification
of this Agreement.
10. EXPENSES. During the employment term, Employer shall reimburse
Executive One Thousand Dollars ($1,000.00) per month for reasonable
out-of-pocket expenses incurred in connection with Employee's business,
including travel expenses, food, and lodging while away from home, subject to
such policies as Employer may from time to time reasonably establish for its
employees.
11. AUTOMOBILE ALLOWANCE. During the employment term, Employer shall
reimburse Executive for the use of his automobile on behalf of Employer the sum
of Eight Hundred Dollars ($800.00) per month plus reimbursement for gasoline
usage.
12. EMPLOYER'S OWNERSHIP OF INTANGIBLES. Employer shall be the sole owner
of all processes, inventions, patents, copyrights, trademarks, and other
intangible rights conceived or developed by Executive, either alone or with
others, during the terms of Executive's employment, whether or not conceived or
developed during Executive's working hours, which (a) result from work performed
by Executive for Employer, (b) relate to Employer's business or Employer's
actual demonstrably anticipated research and development, or (c) have used
Employer' s equipment, supplies, facilities, or trade secrets. Executive shall
disclose to Employer all inventions conceived during the term of employment,
whether or not the property of Employer under the terms of the preceding
sentence, provided that such disclosure shall be received by Employer in
confidence. Executive shall execute all documents, including patent applications
and assignments, required by Employer to establish Employer's rights under this
paragraph.
13. INDEMNIFICATION BY EMPLOYER. Employer shall to the maximum extent
permitted by law, indemnify and hold Executive harmless against expenses,
including reasonable attorney's fees, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding
arising by reason of Executive's employment by Employer. Employer shall advance
to Executive any expenses incurred in defending any such proceeding to the
maximum extent permitted by law.
14. TERMINATION FOR CAUSE. Employer may terminate this Agreement at any
time without notice if Executive commits any material act of dishonesty,
discloses confidential information, commits gross carelessness or misconduct,
unjustifiably neglects employment duties, or acts in any way that has a direct,
substantial, and adverse effect on Employer's reputation.
15. TERMINATION ON DISABILITY. Employer may terminate this Agreement
without notice if Executive is unable due to mental or physical illness or
injury to perform Executive's duties in a normal and regular manner for the
disability period specified below. The termination shall be effective as of the
end of the calendar month in which the disability period ends.
Disability Period: Six (6) months
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16. TERMINATION ON DEATH. If Executive dies during the initial term or
during any renewal terms of this Agreement, this Agreement shall be terminated
on the last day of the calendar month in which the death occurred.
17. EFFECT OF MERGER OR SALE OF ASSETS. This Agreement shall not be
terminated by any merger in which Employer is not the surviving entity or by any
transfer of all or substantially all of Employer' s assets. In the event of any
such merger or transfer of assets, this Agreement shall be binding on and inure
to the benefit of the surviving business entity or the business entity to which
the Employer's assets are transferred.
18. UNFAIR COMPETITION PROHIBITED. During the course of employment,
Executive will have access to trade secrets and confidential information about
Employer and Employer's products, customers, and methods of doing business. In
consideration of access to this information, Executive agrees that for the
period specified below following termination of employment, Executive will not
engage in direct or indirect competition with Employer in the field of activity
and locations listed below. Executive understands and agrees that direct and
indirect competition include but are not limited to the activities set forth
below.
Noncompetition Period: Three (3) years
Geographic Areas or Locations: United States
19. TRADE SECRETS AND CONFIDENTIAL INFORMATION. In the course of
employment, Executive may have access to trade secrets and confidential
information relating to Employer's business. Except as required in the course of
Executive's employment by Employer, Executive will not, without Employer's prior
consent, during the employment term and for the period specified below following
termination of employment, directly or indirectly disclose to any third party
any such trade secrets or confidential information.
Nondisclosure Period: Three (3) years
20. CUSTOMER INFORMATION; SOLICITATION OF OTHER EMPLOYEES. In the course of
employment, Executive will have access to confidential records and data
pertaining to Employer's customers and customer relations. Such information is
considered secret and is disclosed to Executive in confidence. Except in the
course of Executive's employment by Employer or with Employer' s prior consent,
Executive will not directly or indirectly disclose or use any such information
during the employment terms and during the period following termination of
employment specified below. In addition, during the specified period, Executive
will not induce or attempt to induce any of Employer's employees or
representatives to discontinue wording for or representing Employer in order to
work for or represent any of Employer's competitors.
Nondisclosure Period: Three (3) years
21. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or breach of this Agreement, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrators may be
entered in any court having jurisdiction. There shall be three (3) arbitrators,
one to be chosen directly by each party at will, and the third arbitrator to be
selected by the two arbitrators so chosen. Each party shall pay the fees of the
arbitrator selected by that party, the fees of the party's own attorneys, the
expenses of the party's own witnesses, and any other expenses connected with
presenting that party's case. All other costs of arbitration, including the cost
of any record or transcripts of the arbitration, administrative fees, the fee of
the third arbitrator, and all other fees and costs, shall be borne equally by
the parties.
22. INJUNCTIVE RELIEF. Executive is obligated under this Agreement to
render services of a special, unique, unusual, and intellectual character, which
give this Agreement peculiar value The loss of these services cannot be
reasonably or adequately compensated by damages in an action at law.
Accordingly, in addition to other remedies provided during the term or any
renewal term of this Agreement to obtain injunctive relief against the breach of
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this contract by Executive or the performance of services elsewhere by
Executive, or both. Services rendered by Executive to U.S. STOCK TRANSFER CORP.,
a California corporation, are specifically excluded from this Agreement.
23. NON-ASSIGNMENT BY EXECUTIVE. Executive' s rights and obligations under
this Agreement are personal and non-assignable.
24. INTEGRATION. This Agreement contains the entire agreement of the
parties and supersedes all prior oral and written agreements, understandings,
commitments, and practices between the parties, including all prior employment
agreements, whether or not fully performed by Executive before the date of this
Agreement. No amendments to this Agreement may be made except by a writing
signed by both parties.
25. CHOICE OF LAW. This Agreement shall be governed by California law.
26. NOTICES. Any notice to Employer required or permitted under this
Agreement shall be given in writing, either by personal service or by registered
or certified mail, postage prepaid, addressed to Employer's President or
Secretary at Employer' s principal place of business. Any such notice to
Executive shall be given in a like manner and, if mailed, shall be addressed to
Executive at Executive's home address then shown in Employer's files. Notices by
personal service are deemed given on the date of delivery; notices by mail ate
deemed given on the second business day after mailing.
27. SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable, the other portions of the agreement shall nevertheless continue
in full force and effect. If any provision is held invalid or unenforceable With
respect to particular circumstances, it shall nevertheless remain in full force
and effect in all other circumstances.
Executed by the parties as of the day and year first above written.
STOCKNET. INC.
By:
Xxxxx Xxxx, Vice President
XXXXX XXXX
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