21
EXHIBIT 99.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated for reference purposes only as of
August 2, 1999, is entered into by and between VERIDA INTERNET
CORP., a Nevada corporation ("Employer"), and XXXXX XXXXXXXXX
("Employee"). Employer and Employee agree to the following terms
and conditions of employment.
1. Period of Employment. Employer shall employ Employee
commencing August 15, 1999, and continuing until the employment
is terminated in accordance with Section 4.
2. Position and Responsibilities.
(a) Position. Employee accepts employment with Employer
as Vice President, Engineering, and shall perform all services
appropriate to that position to the best of his ability, as well
as such other services as may be assigned by Employer. He shall
report to the Chief Technical Officer. Employee shall perform his
responsibilities on a variable-time basis but with an average
work week within a given month consisting of a minimum of forty
(40) hours.
(b) Other Activity. Except upon the prior written consent of
Employer, Employee (during his employment with Employer) shall
not engage, directly or indirectly, in any other business,
commercial, or professional activity (whether or not pursued for
pecuniary advantage) that puts the Employee in direct competition
with Employer, or that directly interferes with the business of
Employer. So that Employer may be aware of the extent of any
other demands upon Employee's time and attention, Employee shall
disclose in confidence to Employer the nature and scope of any
other business activity in which he is or becomes engaged during
his employment with Employer. Notwithstanding the foregoing,
Employer and Employee acknowledge. and understand that Employee
is a principal of NetOpus Incorporated, a California corporation
("NetOpus"), which is in the business of website development,
specializing in database integration and e-commerce. Accordingly,
that nothing in this paragraph shall be construed as restricting
Employee's and Net0pus's right to continue to provide website and
e-commerce development services so long as this work is not
knowingly performed for an individual or entity seeking to
provide the same general set of services that Employer provides.
22
3. Compensation and Benefits.
(a) Compensation
(1) Employer shall pay Employee a salary at the rate of
Nine Thousand Six Hundred and Sixty-Seven Dollars ($9,167)
per month in accordance with Employer's regularly
established policies.
(2) Employee shall be granted an option to purchase
100,000 shares of Employee's common stock at a price of
seven (7) dollars per share. Employee's stock option shall
vest based on the following vesting schedule following the
date of this Agreement: 12.5% at six (6) months; 12.5% at
twelve (12) months; 12.5% at eighteen (18) months; 12.5% at
twenty-four (24) months; 12.5% at thirty (30) months; 12.5%
at thirty-six (36) months; and 25% at forty-two (42) months.
The foregoing notwithstanding, in the event that this
Agreement is terminated by Employer without cause pursuant
to Section 4(a) below, Employee's stock option shall vest on
a pro rata basis through the effective date of termination,
based upon 30-day months, provided further that if Employee
is terminated without cause within the first twelve (12)
months of the term of this Agreement, twenty-five thousand
(25,000) of shares covered by Employees stock option shall
be subject to vesting (provided that Employee duly exercises
his option and pays the applicable option price.) (provided
that Employee duly exercises his option and pays the
applicable option price.) Furthermore, Employee understands
and agrees that Employee's sale of any vested shares shall
be restricted as follows, which restriction shall survive
any termination of this Agreement: In any given month (or in
a 30-day period), unless otherwise agreed in writing by
Employer, Employee may sell no more than 10% of the total
vested shares held by Employee.
(b) Benefits. Employee shall be entitled to receive benefits
from all present and future benefit plans set forth in Employer's
policies and generally made available to similarly situated
employees (as these policies may be amended),
23
(c) Expenses. Employer shall reimburse Employee for
reasonable travel and other business expenses incurred by
Employee in the performance of his duties, in accordance with
Employer's policies, as they may be amended in Employer's sole
discretion.
4. Termination Of Employment.
(a) By Employer Not-For Cause. At any time, Employer may
terminate Employee without Cause (as defined in Paragraph 4(b)
below) by providing Employee thirty (30) days' advance written
notice. Employer shall have the, option, in its complete
discretion, to terminate Employee at any time prior to the end of
such 30-day notice period, provided Employer pays Employee all
compensation due and owing through the last day actually worked,
plus an amount equal to the base salary Employee would have
earned through the balance of the above notice period;
thereafter, all of Employer's obligations under this Agreement
shall cease, except as otherwise expressly set forth in Paragraph
3(a)(1) above. Furthermore, in the event Employer terminates
Employee pursuant to this paragraph 4(a) (i.e., without cause)
within the first six (6) months of the term of this Agreement,
then Employer shall continue to pay Employee's salary pursuant to
Paragraph 2(a) above for the remainder of such six (6)-month
period.
(b) By Employer For Cause. At any time, and without prior
notice, Employer may terminate Employee for Cause. Employer shall
pay Employee all compensation then due and owing, and thereafter,
all of Employer's obligations under this Agreement shall cease.
Termination shall be for "Cause" if Employee: (i) acts in bad
faith and to the detriment of Employer; (ii) refuses or fails to
act in accordance with any specific reasonable direction or order
of Employer; (iii) exhibits in regard to his employment,
unfitness or unavailability for service, unsatisfactory
performance, misconduct, dishonesty, habitual neglect, or
incompetence; (iv) is convicted of a crime involving dishonesty,
breach of trust, or physical or emotional harm to any person; or
(v) breaches any material term of this Agreement.
24
In the absence of one of the conditions listed above,
Employer may terminate Employee based on sub-satisfactory
performance if Employee has been informed in writing of: (i)
specific problems with performance; (ii) specific and reasonable
recommendations for improvement; (iii) a date when the situation
will be reviewed; (iv) the fact that termination will occur on
the review date if performance is remains sub-satisfactory. The
review date shall be a minimum of 30 days from Employee
acknowledgment of written sub-satisfactory performance
notification. If by the review date Employee's performance proves
acceptable by the terms of the notification, termination of
Employee shall not be considered for cause. If Employer wishes to
pursue for cause termination, a new sub-satisfactory performance
notification must be submitted to Employee according to the terms
above.
(c) By Employee. At any time, Employee may terminate his
employment for any reason, with or without cause, by providing
Employer thirty (30) days' advance written notice. Employer shall
have the option, in its complete discretion, to make Employee's
termination effective at any time prior to the end of such notice
period, provided Employer pays Employee all compensation due and
owing through the last day actually worked, plus an amount equal
to the base salary Employee would have earned through the balance
of the above notice period, not to exceed thirty (30) days;
thereafter, all of Employer's obligations under this Agreement
shall cease.
(d) Termination Obligations. Employee agrees that all
property, including, without limitation, all equipment, tangible
Proprietary Information (as defined below), documents, records,
notes, contracts, and computer-generated materials furnished to
or prepared by Employee incident to his employment belongs to
Employer and shall be returned promptly to Employer upon
termination of Employee's employment. Employee's obligations
under this subsection shall survive the termination of his
employment and the expiration of this Agreement.
5. Proprietary Information, "Proprietary Information" is all
information pertaining in any manner to the business of Employer
(or any Employer affiliate), its employees, clients, consultants,
or business associates, which was produced by any employee of
Employer in the course of his or her employment or otherwise
produced or acquired by or on behalf of Employer. Proprietary
25
Information shall include, without limitation, trade secrets,
product ideas, inventions, processes, formulas, data, know-how,
software and other computer programs, copyrightable material,
marketing plans, strategies, sales, financial reports, forecasts,
and customer lists. All Proprietary Information not generally
known outside of Employer's organization, and all Proprietary
Information so known only through improper means, shall be deemed
"Confidential Information." During his employment by Employer,
Employee shall use Proprietary Information, and shall disclose
Confidential Information, only for the benefit of Employer and as
is necessary to perform his job responsibilities under this
Agreement. Following termination, Employee shall not use any
Proprietary Information and shall not disclose any Confidential
Information, except with the express written consent of Employer.
By way of illustration and not in limitation of the foregoing,
following termination, Employee shall not use any Confidential
Information to compete against Employer or employ any of its
employees. Employee further agrees that for one (1) year
following termination, he shall not knowingly solicit any
customer or employee of Employer. Employee's obligations under
this Section shall survive the termination of his employment and
the expiration of this Agreement. It is understood and agreed by
the parties that efficient website development requires the reuse
of small sections or snippets of code across multiple projects.
Such snippets of do not constitute full applications in and of
themselves, but they are components that can be accessed to
create applications in an efficient manner. Employee currently
has access to a wide range of such code snippets developed during
prior projects that will be used to expedite any programming that
he performs for Employer. At the same time, Employer acknowledges
that Employee has the right to use any such code snippets
developed while, working for Employer on other development
projects.
6. Arbitration,
(a) Arbitrable Claims. To the fullest extent permitted by
law, all disputes between Employee (and his attorneys,
successors, and assigns) and Employer (and its affiliates,
shareholders, directors, officers, employees, agents, successors,
attorneys, and assigns) of any kind whatsoever, including,
without limitation, all disputes relating in any manner to the
employment or termination of Employee, and all disputes arising
26
under this Agreement, ("Arbitrable Claims") shall be resolved by
arbitration. All persons and entities specified in the preceding
sentence (other than Employer and Employee) shall be considered
third-party beneficiaries of the rights and obligations created
by this Section on Arbitration. Arbitrable Claims shall include,
but are not limited to, contract (express or implied) and tort
claims of all kinds, as well as all claims based on any federal,
state, or local law, statute, or regulation, excepting only
claims under applicable workers' compensation law and
unemployment insurance claims. By way of example and not in
limitation of the foregoing, Arbitrable Claims shall include (to
the fullest extent permitted by law) any claims arising under
Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, the Americans with Disabilities Act, and the
California Fair Employment and Housing Act, as well as any claims
asserting wrongful termination, harassment, breach of contract,
breach of the covenant of good faith and fair dealing, negligent
or intentional infliction of emotional distress, negligent or
intentional misrepresentation, negligent or intentional
interference with contract or prospective economic advantage,
defamation, invasion of privacy, and claims related to
disability.
(b) Procedure. Arbitration of Arbitrable Claims shall be in
accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association, as
amended, and as augmented in this Agreement. Arbitration shall be
final and binding upon the parties and shall be the exclusive
remedy for all Arbitrable Claims. Either party may bring an
action in court to compel arbitration under this Agreement and to
enforce an arbitration award. Otherwise, neither party shall
initiate or prosecute any lawsuit or administrative action in any
way related to any Arbitrable Claim. Notwithstanding the
foregoing, either party may, at its option, seek injunctive
relief pursuant to section 1281.8 of the California Code of Civil
Procedure. All arbitration hearings under this Agreement shall be
conducted in San Francisco, California. If the allocation of
responsibility for payment of the arbitrator's fees would render
the obligation to arbitrate unenforceable, the parties authorize
the arbitrator to modify the allocation as necessary to preserve
enforceability. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE
27
TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING
WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING,
EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO
ARBITRATE.
(c) Confidentiality. All proceedings and all documents
prepared in connection with any Arbitrable Claim shall be
confidential and, unless otherwise required by law, the subject
matter thereof shall not be disclosed to any person other than
the parties to the proceedings, their counsel, witnesses and
experts, the arbitrator, and, if involved, the court and court
staff.
(d) Continuing Obligation. The rights and obligations of
Employee and Employer set forth in this Section on Arbitration
shall survive the termination of Employee's employment and the
expiration of this Agreement.
7. Notices. Any notice or other communication under this
Agreement must be in writing and shall be effective upon delivery
by hand, upon facsimile transmission to Employer (but only upon
receipt by Employee of a written confirmation of receipt), or
three (3) business days after deposit in the United States mail,
postage prepaid, certified or registered, and addressed to
Employer at the address or fax number below, or to Employee at
the last known address maintained in Employee's personnel file.
Employee shall be obligated to notify Employer in writing of any
change in his address.
Employer's Notice Address:
VERIDA INTERNET CORP.
Attention: President
00 Xxxxxxxxxx Xxxxxx,
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
8. Action by Employer. All actions required or permitted to
be taken under this Agreement by Employer, including, without
limitation, exercise of discretion, consents, waivers, and
amendments to this Agreement, shall be made and authorized only
by the President or by his or her representative specifically
authorized in writing to fulfill these obligations under this
Agreement.
28
9. Integration. This Agreement is intended to be the final,
complete, and exclusive statement of the terms of Employee's
employment by Employer. This Agreement supersedes all other prior
and contemporaneous agreements and statements, whether written or
oral, express or implied, pertaining in any manner to the
employment of Employee, and it may not be contradicted by
evidence of any prior or contemporaneous statements or
agreements. To the extent that the practices, policies, or
procedures of Employer, now or in the future, apply to Employee
and are inconsistent with the terms of this Agreement, the
provisions of this Agreement shall control.
10. Amendments. This Agreement may not be amended except by
a writing signed by each of the parties. Failure to exercise any
right under this Agreement shall not constitute a waiver of such
right.
11. Assignment. Employee shall not assign any rights or
obligations under this Agreement. Employer may, upon prior
written notice to Employee, assign its rights and obligations
hereunder.
12. Severability . If a court or arbitrator holds any
provision of this Agreement to be invalid, unenforceable, or
void, the remainder of this Agreement shall remain in full force
and effect.
13. Attorneys' Fees. In any legal action, arbitration, or
other proceeding brought to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs;
14, Governing Law. This Agreement shall be governed by and
construed in accordance with the. law of the State of California.
15. Interpretation. This Agreement shall be construed as a
whole, according to its fair meaning, and not in favor of or
against any party. By way of example and not in limitation, this
Agreement shall not be construed in favor of the party receiving
a benefit nor against the party responsible for any particular
language in this Agreement. Captions are used for reference
purposes only and should be ignored in the interpretation of the
Agreement.
29
16, Employee Acknowledgement. Employee acknowledges that he
has had the opportunity to consult legal counsel in regard to
this Agreement, that he has read and understands this Agreement,
that he is fully aware of its legal effect, and that he has
entered into it freely and voluntarily and based on his own
judgment and not on any representations or promises other than
those contained in this Agreement.
WHEREFORE, the parties have duly executed this Agreement as
of the date first written above.
EMPLOYER EMPLOYEE:
VERIDA INTERNET CORP.,
A Nevada corporation
BY: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx XXXXX X. XXXXXXXXX
