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EXHIBIT 10(iii)
PAGELAB NETWORK, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement is made this 30th day of October, 1999 by and between
PAGELAB NETWORK, INC., a Minnesota corporation (hereinafter the "Company") and
XXXXXX XXXX XXXXX, a Minnesota resident (hereinafter "Xx. Xxxxx" or "Employee").
WHEREAS, Employee possesses certain unique skills, talents, contacts,
judgement and knowledge of development of software technology, web and Internet
applications and operations; and
WHEREAS, in order to avail itself of these unique qualities possessed
by the Employee, the Company desires to employ the Employee according to the
terms and conditions of this Agreement; and
WHEREAS, The Employee desires to be assured of a secure tenure with the
Company, duties and responsibilities commensurate with Employee's education,
experience, background and salary, bonus, incentive compensation and other
benefits and perquisites at levels that reflect the Employee's anticipated
future contributions to the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the Employee and Company agree as follows:
1. EMPLOYMENT AND DUTIES. Xx. Xxxxx is hereby employed as President
and Chief Executive Officer of the Company. Xx. Xxxxx shall
perform such duties and services consistent with his position,
including, but not limited to, executive, administrative, software
program development, supervisory or other services that the
Company may specify from time to time and be subject to direction
and control of the Company's Board of Directors. In furtherance of
the foregoing, Xx. Xxxxx hereby agrees to devote his best skill,
efforts and capabilities to the aforesaid duties and
responsibilities and other reasonable duties and responsibilities
assigned to him from time to time consistent with the Employee's
position as President and Chief Executive Officer.
2. TERM. The term of Xx. Xxxxx'x employment under this Agreement
shall commence on the date above written and shall continue until
the fifth (5th) anniversary of the date of this Agreement unless
sooner terminated pursuant to Paragraph 8 herein ("Initial Term").
Following the expiration of the Initial Term, Xx. Xxxxx'x
employment hereunder shall be automatically extended for
additional one (1) year periods ("Renewal Terms") unless either
party shall notify the other party in writing ninety (90) days
prior to the expiration of the Initial Term or any Renewal Term of
such party's intention not to extend the term of this Agreement.
3. COMPENSATION. During the Initial Term and any Renewal Terms
hereunder, the Company shall pay Xx. Xxxxx at the annual rate of
not less than Sixty Thousand and No/100 Dollars ($60,000) or such
higher annual rate as may from time to time be approved by the
Board of Directors of the Company; such salary to be paid in
substantially equal regular periodic payments in accordance with
the Company's regular payroll practices.
4. BONUS. During the Initial Term and any Renewal Term hereunder Xx.
Xxxxx shall be entitled to an annual bonus calculated and payable
as set forth in Exhibit A attached hereto and made a part hereof.
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5. OTHER BENEFITS. During the Initial Term and any Renewal Term
hereunder the Company shall provide Employee with the following
benefits:
A. VACATION - For the 2000 calendar year and each subsequent
calendar year that begins during the Initial Term or any
Renewal Term hereunder Xx. Xxxxx shall be entitled to four
(4) weeks paid vacation. Employee consistent with his duties
and obligations shall reasonably determine the time or times
at which such vacation is to be taken under this Agreement.
The Company encourages all employees to take vacation on a
current basis. Accordingly, any vacation days with respect
to a calendar year that are unused as of the last day of
such calendar year shall be carried forward and accrue, to a
maximum of four weeks.
B. LIFE INSURANCE - The Company shall purchase a life insurance
policy on the life of Xx. Xxxxx in the amount of One Million
and No/100 Dollars ($1,000,000). The Company shall be the
owner of the policy and shall be the beneficiary of Five
Hundred Thousand and No/100 Dollars ($500,000) and the
Employee may designate the beneficiary of the balance. The
Board of Directors shall have discretion to increase the
amount of this insurance on terms identical to this initial
amount.
C. FRINGE BENEFITS - The Company shall provide such fringe
benefits as are customary for the office of President and
CEO including, but not limited to group medical, dental,
life and disability insurance, automobile allowance or
vehicle. Benefits will also include full participation in
any employee stock option and stock bonus award program,
matching employee savings program and pension programs,
which may be adopted by the Board of Directors and approved
by the Shareholders.
D. TRAVEL - The duties of President & CEO often require
accompanying travel by the Employee's spouse. During the
Initial Term and each Renewal Term hereunder, Xx. Xxxxx is
authorized to airline tickets and related expenses for his
spouse for Three (3) trips in business or first class. Any
trips beyond Three (3) in any year shall be submitted to the
Chairman of the Board of Directors for approval.
6. EXPENSE REIMBURSEMENT. During the Initial Term and any Renewal
Term hereunder, the Company shall reimburse Xx. Xxxxx for all
reasonable and necessary expenses incurred or paid by the Employee
in carrying out his duties under this Agreement. The Employee
shall present to the Company from time to time an itemized account
of such expenses in a form and with receipts to enable the Company
to audit such accounts.
7. CONFIDENTIALITY OF COMPANY INFORMATION. Except as permitted or
directed by The Company's Board of Directors during the term of
Xx. Xxxxx'x employment hereunder, or at any time thereafter, he
shall not divulge, furnish or make accessible to anyone or use in
any way (other than in the ordinary course of the business of the
Company) any confidential information, trade secret or proprietary
information of the Company which he may have, acquire or become
acquainted with during the period of his employment, whether
developed by him or by others. Xx. Xxxxx acknowledges that the
above described knowledge or information constitutes a unique and
valuable asset of the Company and that any disclosure or other use
of same would be wrongful and would cause irreparable harm to the
Company. Xx. Xxxxx agrees to refrain from any acts or omissions
that would reduce the value of such knowledge or information to
the Company. The foregoing obligations of confidentiality shall
not apply to any knowledge or information which is now published
or subsequently becomes publicly known, other than as a direct or
indirect breach of this Agreement or breach of a confidentiality
obligation owed to the Company by a third party. Employee agrees
that it would be difficult to compensate the Company for damages
for any violation of this Agreement. Accordingly, Employee
specifically agrees that the Company shall be entitled to
temporary and permanent injunctive relief to enforce the
provisions of this Agreement and that such relief may be granted
without the necessity of proving
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actual damages. This provision with respect to injunctive relief
shall not, however, diminish the right of the Company to claim and
recover damages in addition to injunctive relief. This paragraph 7
shall survive the termination of this Agreement and Xx. Xxxxx'x
employment.
8. CONTRACT CONFIDENTIALITY. Xx. Xxxxx and the Company are hereby
restrained from discussing any provisions of this Agreement with
any person(s) not a party to this Agreement, except to the extent
necessary and required to meet full disclosure requirements of the
Securities and Exchange Commission or otherwise required by law or
appropriate authority.
9. TERMINATION. Notwithstanding any contrary provisions herein
contained, the employment of Xx. Xxxxx pursuant to this Agreement
shall be terminated prior to the expiration of the Initial Term or
any Renewal Term hereof as specified in the following provisions
provided, however, such termination shall not affect his
obligations under Paragraph 7 hereof:
A. DEATH - Xx. Xxxxx'x employment hereunder shall be terminated
forthwith in the event of his death.
B. SICKNESS OR DISABILITY - In the event that Employee is
unable to perform his duties hereunder for a continuous
period of six (6) months or more due to sickness or
disability, either party shall have the right to terminate
Employee's employment hereunder forthwith.
C. BY COMPANY, FOR CAUSE - The Company may terminate Employee
"for cause" following thirty (30 days written notice
specifying the nature of such cause and providing Employee
thirty (30) days from the date of such notice to cure the
stated cause or deficiency. For purposes of this Agreement
the term "for cause" shall be defined as gross negligence,
gross misconduct, or willful malfeasance in connection with
Employees duties hereunder.
D. BY COMPANY, WITHOUT CAUSE - The Company may terminate
Employee hereunder without cause after the expiration of the
initial five (5) year period of the Initial Term hereof by
providing Employee ninety (90) day's advance written notice.
The Company shall be liable to the Employee for severance
compensation of not less than three (3) years base salary
and benefits, as well as immediate vesting of all options
previously extended, plus full participation in any pension
and matching employee savings plan for the three year
severance period. Employee shall also be entitled to all
bonus payments during the severance period, as defined in
Exhibit X. Xxxxxxxxx compensation may be paid in either a
lump sum or over the three year period, as agreed upon at
the time of termination.
E. BY EMPLOYEE - Xx. Xxxxx may terminate his employment
hereunder voluntarily by providing the Company with ninety
(90) days written notice.
F. CESSATION OF BUSINESS - Employee's employment hereunder
shall terminate and all obligations and covenants of the
Company and Employee hereunder shall terminate in the event
the Company shall cease doing business for any reason.
10. NON-COMPETITION. In the event Xx. Xxxxx is terminated "for cause"
(as herein defined) or voluntarily elects to terminate his
employment with the Company during the Initial Term or any Renewal
Term hereunder, he shall not, for a period of one (1) year from
such termination, compete directly or indirectly with the Company
or for customers of the Company by rendering services to any
organization, whether a sole proprietorship, corporation,
partnership or other entity which is in a business similar to or
in competition with the business of the Company. In the event the
Company elects not to renew the Initial Term or additional Renewal
Terms hereunder, Xx. Xxxxx shall not compete with the Company for
any customer of the Company in existence at the time of such
termination for a period of six (6) months from the date of such
termination.
11. SEVERABLE PROVISIONS. Each provision of this Agreement is intended
to be severable. If any provision hereof is illegal or invalid for
any reason, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.
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12. ASSIGNMENT. No assignment of this Agreement or of any right
accruing under this Agreement shall be made, in whole or in part,
by Xx. Xxxxx without the written consent of the Company.
13. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties hereto with respect to the transactions
contemplated hereby and supersedes all prior agreements and
understandings between the parties with respect to such subject
matter.
14. MODIFICATION. This Agreement may be modified by the parties hereto
by written Supplemental Agreement.
15. NOTICES. All notices, objections, demands, or other communications
required or permitted to be given or served under this Agreement
shall be in writing and shall be deemed to be duly given and
delivered in person or deposited in the United States mail,
postage prepaid, for mailing by certified or registered mail,
return receipt requested, as follows:
A. EMPLOYEE - In the case of Xx. Xxxxx, to his last address as
shown on the records of the Company; or
B. COMPANY - In the case of the Company, to its registered
office in the State of Minnesota.
16. MINNESOTA LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota with venue in
Hennepin County.
IN WITNESS WHEREOF, the parties have hereunto set their hands on the date above
written.
PAGELAB NETWORK, INC.
BY: _______________________________________
ITS: CHAIRMAN
EMPLOYEE
BY: _______________________________
XXXXXX XXXX XXXXX
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EXHIBIT A
BONUS CALCULATION
During the Initial Term and any Renewal Term under the Employment
Agreement, beginning with the year 2000, Xx. Xxxxx shall be entitled to a bonus
equal to Two Percent (2%) of Employer's pre-tax income, as determined for
federal income tax purposes. This bonus shall be payable to Xx. Xxxxx within
one-hundred-twenty (120) days of the end of Employer's fiscal year.
