EMPLOYMENT AGREEMENT
This
employment agreement ("Agreement") is made and entered into as of the 27th
day
of November, 2006, by and between JDCO, Inc., a California corporation
("Corporation"), and Xxxxxx
Xxxxxxxxx
("Executive").
WHEREAS,
the Corporation and the Executive desire that the term of this Agreement begin
on the date that a merger with Media XXX.xxx, Inc. becomes effective such that
the Corporation becomes the wholly-owned subsidiary of a publicly traded company
("Effective Date"); and
WHEREAS,
the Corporation desires to employ the Executive and Executive is willing to
accept such employment by the Corporation, on the terms and subject to the
conditions set forth in this Agreement.
NOW
THEREFORE, IT IS AGREED AS FOLLOWS:
Section
1 Duties.
During
the term of this Agreement, the Executive agrees to be employed by the
Corporation to serve as President
and Chief Operating Officer,
and the
Corporation agrees to employ and retain the Executive in such capacities. In
such capacity, the Executive shall render such managerial, administrative and
other services associated with or incident to the development of a franchise
program and sales and shall perform such other duties and responsibilities
for
the Corporation as the Corporation may reasonably require, consistent with
such
position. The Executive shall devote a substantial portion of his business
time,
energy and skill to the affairs of the Corporation and the Executive shall
report to the Corporation's President and Chief Executive Officer.
In
the
event that the Corporation changes the Executive's title, working conditions
or
specifies duties so that the Executive's powers and duties are diminished or
reduced, or include powers, duties or working conditions which are not generally
consistent with his duties, or if the Corporation changes the reporting
relationship so that the Executive reports to another officer or employee,
other
than the Corporation's President and Chief Executive Officer, then at any time
thereafter, at the Executive's option and upon thirty days notice, and provided
that such changes shall not have been rescinded or corrected to the reasonable
satisfaction of the Executive within said thirty day period, the Executive
shall
have the right to terminate the employment relationship, and in such event,
the
employment shall be deemed to have been terminated by the Corporation without
cause.
Section
2 Term
of Employment.
2.1 Definitions.
For the
purposes of this Agreement the following terms shall have the following
meanings:
2.1.1
"Termination For Cause" shall mean termination by the Corporation of the
Executive's employment by the Corporation by reason of the Executive's willful
dishonesty towards, fraud upon, or deliberate injury or attempted injury to
the
Corporation, or by reason of the Executive's willful material breach of this
Agreement which has resulted in material injury to the Corporation.
1
2.1.2
"Termination Other Than For Cause" shall mean Corporation's termination of
the
Executive's employment (other than in a Termination for Cause) and shall include
constructive termination of the Executive's employment by reason of the
Corporation's material breach of this Agreement, such constructive termination
to be effective upon notice from the Executive to the Corporation of such
constructive termination.
2.1.3
"Voluntary Termination" shall mean the Executive's termination of his/her
employment by the Corporation other than (i) constrictive termination as
described herein, (ii) "Termination Upon a Change in Control," and (iii)
termination by reason of the Executive's death or disability as described
herein.
2.1.4
"Termination Upon a Change in Control" shall mean the Executive's termination
of
his/her employment with the Corporation within 120 days following a "Change
in
Control."
2.1.5
"Change in Control" shall mean (i) the time, after the Effective Date, that
the
Corporation first determines that any person and all other persons who
constitute a group (within the meaning of § 13(d)(3) of the Securities
Exchange Act of 1934 ("Exchange Act")) have acquired direct or indirect
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of twenty percent (20%) or more of the Corporation's outstanding securities,
unless a majority of the "Continuing Directors" approves the acquisition not
later than ten (10) business days after the Corporation makes that
determination, or (ii) the first day on which a majority of the members of
the
Corporation's board of directors are not "Continuing Directors."
2.1.6
"Continuing Directors" shall mean, as of any date of determination, any member
of the Corporation's board of directors who (i) was a member of that board
of
directors on the Effective Date, (ii) has been a member of that board of
directors for the two years immediately preceding such date of determination,
(iii) who was a member of the Corporation’s board of directors prior to the
Effective Date, or (iv) was nominated for election or elected to the
Corporation's board of directors with the affirmative vote of the greater of
(x)
a majority of the Continuing Directors who were members of the Corporation's
board of directors at the time of such nomination or election or (y) at least
three Continuing Directors.
2.1.7 “Equity
Incentive Plan” shall mean the 2006 Java Detour, Inc. Equity Incentive Plan.
2.2 Initial
Term.
The
term of employment of the Executive by the Corporation shall be for a period
of
five (5) years beginning with Effective Date ("Initial Term"), unless terminated
earlier pursuant to this Agreement. At any time prior to the expiration of
the
Initial Term, the Corporation and the Executive may by mutual written agreement
extend the Executive's employment under the terms of this Agreement for such
additional periods as they may agree.
2.3 Termination
For Cause.
Termination For Cause may be effected by the Corporation at any time during
the
term of this Agreement and shall be effected by written notification to the
Executive. Upon Termination For Cause, the Executive shall promptly be paid
all
accrued salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan benefits which
will
be paid in accordance with the applicable plan), any benefits under any plans
of
the Corporation in which the Executive is a participant to the full extent
of
the Executive's rights under such plans, accrued vacation pay and any
appropriate business expenses incurred by the Executive in connection with
his
duties hereunder, all to the date of termination, but the Executive shall not
be
paid any other compensation or reimbursement of any kind, including without
limitation, Severance Compensation.
2
2.4 Termination
Other Than For Cause.
Notwithstanding anything else in this Agreement, the Corporation may effect
a
Termination Other Than For Cause at any time upon giving written notice to
the
Executive of such termination. Upon any Termination Other Than For Cause, the
Executive shall promptly be paid all accrued salary, bonus compensation to
the
extent earned, vested deferred compensation (other than pension plan or profit
sharing plan benefits which will be paid in accordance with the applicable
plan), any benefits under any plans of the Corporation in which the Executive
is
a participant to the full extent of the Executive's rights under such plans
(including accelerated vesting, if any, of awards granted to the Executive
under
the Equity Incentive Plan), accrued vacation pay and any appropriate business
expenses incurred by the Executive in connection with his duties hereunder,
all
to the date of termination, and all Severance Compensation provided, but no
other compensation or reimbursement of any kind.
2.5 Termination
by Reason of Disability.
If,
during the term of this Agreement, the Executive, in the reasonable judgment
of
the Corporation's board of directors, has (i) failed to perform his duties
under
this Agreement on account of illness or physical or mental incapacity, and
such
illness or incapacity continues for a period of more than six (6) consecutive
months, or (ii) has, in the reasonable judgment of the board of directors,
become totally and permanently disabled, then the Corporation shall have the
right to terminate the Executive's employment hereunder by written notification
to the Executive and payment to the Executive of all accrued salary, bonus
compensation to the extent earned, vested deferred compensation (other than
pension plan or profit sharing plan benefits which will be paid in accordance
with the applicable plan), any benefits under any plans of the Corporation
in
which the Executive is a participant to the full extent of the Executive's
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by the Executive in connection with his duties hereunder,
all
to the date of termination, with the exception of medical and dental benefits
which shall continue through the expiration of this Agreement, but the Executive
shall not be paid any other compensation or reimbursement of any kind, including
without limitation, Severance Compensation.
2.6 Death.
In the
event of the Executive's death during the term of this Agreement, the
Executive's employment shall be deemed to have terminated as of the last day
of
the month during which his death occurs and the Corporation shall promptly
pay
to his estate or such beneficiaries as the Executive may from time to time
designate all accrued salary, bonus compensation to the extent earned, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of the Corporation in which the Executive is a participant to the
full
extent of the Executive's rights under such plans, accrued vacation pay and
any
appropriate business expenses incurred by the Executive in connection with
his
duties hereunder, all to the date of termination, but the Executive's estate
shall not be paid any other compensation or reimbursement of any kind, including
without limitation, Severance Compensation.
3
2.7 Voluntary
Termination.
In the
event of a Voluntary Termination, the Corporation shall promptly pay all accrued
salary, bonus compensation to the extent earned, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will be paid
in
accordance with the applicable plan), any benefits under any plans of the
Corporation in which the Executive is a participant to the full extent of the
Executive's rights under such plans, accrued vacation pay and any appropriate
business expenses incurred by the Executive in connection with his duties
hereunder, all to the date of termination, but no other compensation or
reimbursement of any kind, including without limitation, Severance
Compensation.
2.8 Termination
Upon a Change in Control.
In the
event of a Termination Upon a Change in Control, the Executive shall immediately
be paid all accrued salary, bonus compensation to the extent earned, vested
deferred compensation (other than pension plan or profit sharing plan benefits
which will be paid in accordance with the applicable plan), any benefits under
any plans of the Corporation in which the Executive is a participant to the
full
extent of the Executive's rights under such plans (including accelerated
vesting, if any, of any awards granted to the Executive under the Equity
Incentive Plan), accrued vacation pay and any appropriate business expenses
incurred by the Executive in connection with his duties hereunder, all to the
date of termination, and all Severance Compensation, but no other compensation
or reimbursement of any kind.
2.9 Notice
of Termination.
The
Corporation may effect a termination of this Agreement pursuant to the
provisions of this Section upon giving thirty (30) days' written notice to
the
Executive of such termination. The Executive may effect a termination of this
Agreement pursuant to the provisions of this Section upon giving thirty (30)
days' written notice to the Corporation of such termination.
Section
3 Salary,
Benefits and Bonus Compensation.
3.1 Base
Salary.
As
payment for the services to be rendered by the Executive as provided in Section
1 and subject to the terms and conditions of Section 2, the Corporation agrees
to pay to the Executive a "Base Salary" for the twelve (12) calendar months
beginning the Effective Date at the rate of one-hundred and ninety-nine-thousand
and eight-hundred 00/100 dollars ($199,800.00) per annum payable in 12 equal
monthly installments of sixteen-thousand and six-hundred and fifty 00/100
dollars ($16,650.00). The Executive's Base Salary shall be reviewed annually
by
the Compensation Committee of the Corporation's board of directors
("Compensation Committee"), and the Base Salary for each year (or portion
thereof) beginning with the Effective Date shall be determined by the
Compensation Committee which shall authorize an increase in the Executive's
Base
Salary for such year in an amount which, at a minimum, shall be equal to the
cumulative cost-of-living increment on the Base Salary as reported in the
"Consumer Price Index, San Francisco, California, All Items," published by
the
U.S. Department of Labor (using January 1, 2006 as the base date for
computation).
4
3.2
Bonuses.
The
Executive shall be eligible to receive a discretionary bonus for each year
(or
portion thereof) during the term of this Agreement and any extensions thereof,
with the actual amount of any such bonus to be determined in the sole discretion
of the Corporation's board of directors based upon its evaluation of the
Executive's performance during such year. All such bonuses shall be reviewed
annually by the Compensation Committee, if any, or by the board of
directors.
3.3 Additional
Benefits.
During
the term of this Agreement, the Executive shall be entitled to the following
fringe benefits:
| · |
Life
Insurance, face value of $500,000.
|
For
the
term of this Agreement and any extensions thereof, the Corporation shall at
its
expense continue and keep in effect the existing term life insurance on the
life
of the Executive in the aggregate amount of $500,000 payable to the beneficiary
named by the executive.
3.3.1
Executive
Benefits.
The
Executive shall be eligible to participate in such of the Corporation's benefits
and deferred compensation plans as are now generally available or later made
generally available to the Corporation's executive officers, including, without
limitation, the Equity Incentive Plan, profit sharing plans, dental and medical
plans, personal catastrophe and disability insurance, financial planning,
retirement plans and supplementary executive retirement plans, if any. For
purposes of establishing the length of service under any benefit plans or
programs of the Corporation, the Executive's employment with the Corporation
will be deemed to have commenced on the Effective Date. The Executive’s benefits
under the Equity Incentive Plan are set forth on Exhibit A attached hereto
and
incorporated herein by reference.
3.3.2
Vacation.
The
Executive shall be entitled to four (4) weeks of vacation during each year
during the term of this Agreement and any extensions thereof, prorated for
partial years.
3.3.3
Life
Insurance (Key-man insurance).
For the
term of this Agreement and any extensions thereof, the Corporation shall at
its
expense continue and keep in effect the existing term life insurance on the
life
of the Executive payable to the Corporation in the aggregate amount of
$500,000.
3.3.4
Automobile
Allowance.
For the
term of this Agreement and any extensions thereof the Corporation shall provide
the Executive with an automobile allowance of $750.00 per month.
3.3.5
Reimbursement
for Expenses.
During
the term of this Agreement, the Corporation shall reimburse the Executive for
reasonable and properly documented out-of-pocket business and/or entertainment
expenses incurred by the Executive in connection with his duties under this
Agreement.
5
Section
4 Severance
Compensation.
4.1 Severance
Compensation in the Event of a Termination Upon a Change in
Control.
In the
event the Executive's employment is terminated in a Termination Upon a Change
in
Control, the Executive shall be paid as severance compensation ("Severance
Compensation") his Base Salary (at the rate payable at the time of such
termination), for a period of twelve (12) months from the date of such
termination provided, however, that if the Executive is employed by a new
employer during such period, the Severance Compensation payable to the Executive
during such period will be reduced by the amount of compensation that the
Executive actually receives from the new employer. However, the Executive is
under no obligation to mitigate the amount owed the Executive pursuant to this
Section by seeking other employment or otherwise. Notwithstanding anything
in
this Section to the contrary, the Executive may in the Executive's sole
discretion, by delivery of a notice to the Corporation within thirty (30) days
following a Termination Upon a Change in Control, elect to receive from
Compensation a lump sum Severance Compensation payment by bank cashier's check
equal to the present value of the flow of cash payments that would otherwise
be
paid to the Executive pursuant to this Section. The Executive shall also be
entitled to an accelerated vesting of any awards granted to the Executive under
the Equity Incentive Plan to the extent provided in the stock option agreement
entered into at the time of grant. The Executive shall continue to accrue
retirement benefits and shall continue to enjoy any benefits under any plans
of
the Corporation in which the Executive is a participant to the full extent
of
the Executive's rights under such plans, including any perquisites provided
under this Agreement, though the remaining term of this Agreement; provided,
however, that the benefits under any such plans of the Corporation in which
the
Executive is a participant, including any such perquisites, shall cease upon
re-employment by a new employer. In addition, the Corporation shall transfer
to
the Executive all insurance policies maintained on the life or disability of
the
Executive without charge to the Executive, to the extent that such policies
permit such transfer.
4.2 Severance
Compensation in the Event of a Termination Other Than for Cause.
In the
event the Executive's employment is terminated in a Termination Other Than
for
Cause, the Executive shall be paid as Severance Compensation his Base Salary
(at
the rate payable at the time of such termination), for a period of twelve (12)
months from the date of such termination, on the dates specified in Section
3.1;
provided, however, that if the Executive is employed by a new employer during
such period, the Severance Compensation payable to the Executive during such
period will be reduced by the amount of compensation that the Executive is
receiving from the new employer, officer is under no obligation to mitigate
the
amount owed to the officer pursuant to this Section by seeking employment or
other the Executive shall be entitled to an accelerated vesting of any awards
granted to the Executive under the Equity Incentive Plan to the extent provided
in the stock option agreement entered into at the time of grant. In addition,
the Corporation shall transfer to the Executive all insurance policies
maintained on the life or disability of the Executive without charge to the
Executive, to the extent that such policies permit such transfer.
4.3 No
Severance Compensation Upon Other Termination.
In the
event of a Voluntary Termination, Termination For Cause, termination by reason
of the Executive's death or disability as described herein, the Executive or
his
estate shall not be paid any Severance Compensation.
6
4.4 Limit
on Aggregate Compensation Upon a Change in Control.
Notwithstanding anything else in this Agreement, solely in the event of a
Termination Upon a Change in Control, the amount of Severance Compensation
paid
to the Executive, but exclusive of any payments to the Executive in respect
of
any stock options then held by the Executive (or any compensation deemed to
be
received by the Executive in connection with the exercise of any stock options
at any time) or by virtue of the Executive's exercise of a Limited Right under
the Equity Incentive Plan upon a Change in Control, shall not include any amount
that the Corporation is prohibited from deducting for federal income tax
purposes by virtue of § 280G of the Internal Revenue Code or any successor
provision.
Section
5 Payment
Obligations.
The
Corporation's obligation to pay the Executive the compensation and to make
the
arrangements provided herein shall be unconditional, and the Executive shall
have no obligation whatsoever to mitigate damages hereunder. If litigation
after
a Change in Control shall be brought to enforce or interpret any provision
contained herein, the Corporation, to the extent permitted by applicable law
and
the Corporations' articles of incorporation and bylaws, hereby indemnifies
the
Executive for the Executive's reasonable attorneys' fees and disbursements
incurred in such litigation.
Section
6 Confidentiality.
The
Executive agrees that all confidential and proprietary information relating
to
the Corporation's business shall be kept and treated as confidential both during
and after the term of this Agreement, except as may be permitted in writing
by
the Corporation's board of directors or as such information is within the public
domain or comes within the public domain without any breach of this Agreement.
Executive
agrees not to use or disclose any confidential information during the term
of
this Agreement or thereafter other than in connection with performing
Executive's services for the Corporation in accordance with this
Agreement.
Section
7 Withholdings.
All
compensation and benefits to the Executive hereunder shall be reduced by all
federal, state, local and other withholdings and similar taxes and payments
required by applicable law.
Section
8 Indemnification.
In
addition to any rights to indemnification to which the Executive is entitled
to
under the Corporation's articles of incorporation and bylaws, the Corporation
shall indemnify the Executive at all times during and after the term of this
Agreement to the maximum extent permitted under California Business Corporation
Act or any successor provision thereof and any other applicable state law,
and
shall pay the Executive's expenses in defending any civil or criminal action,
suit or proceeding in advance of the final disposition of such action, suit
or
proceeding, to the maximum extent permitted under such applicable state
laws.
Section
9 Non-Competition.
Executive agrees that during the Term and for a period of one (1) year
thereafter Executive will not directly or indirectly: (i) (whether as director,
officer, consultant, principal, employee, agent, or otherwise) engage in or
contribute Executive's knowledge and abilities to any business or entity in
competition with the Corporation; (ii) employ or attempt to employ or assist
anyone in employing any person who is an employee of the Corporation or was
an
employee of the Corporation during the previous one year period; or (iii)
attempt in any manner to solicit from any client business of the type performed
by the Corporation or persuade any client of the Corporation to cease doing
business or reduce the amount of business that such client has customarily
done
with the Corporation.
7
Section
10 Enforcement.
(a) Executive
agrees that the restrictions set forth in this paragraph are reasonable and
necessary to protect the goodwill of the Corporation. If any of the covenants
set forth herein are deemed to be invalid or unenforceable based upon the
duration or otherwise, the parties
contemplate that such provisions shall be modified to make them enforceable
to
the fullest extent permitted by law.
(b) In
the
event of a breach or threatened breach by Executive of the provisions set forth
in this paragraph, Executive acknowledges that the Corporation will be
irreparably harmed and that monetary damages shall be an insufficient remedy
to
the Corporation. Therefore, Executive consents to enforcement of this paragraph
by means of temporary or permanent injunction and other appropriate equitable
relief in any competent court, in addition to any other remedies the employer
may have under this Agreement or otherwise.
Section
11 Intellectual
Property.
(a) The
Corporation has hired Executive to work full time so anything Executive produces
during the employment term is the property of the Corporation. Any writing,
invention, design, system, process, development or discovery conceived,
developed, created, or made by Executive, alone or with others, during the
period of his employment hereunder and applicable to the business of the
Corporation, whether or not patentable, registrable, or copyrightable shall
become the sole and exclusive property of the Corporation.
(b) Executive
shall disclose the same promptly and completely to the Corporation and shall,
during the period of his employment hereunder and at any time from time to
time
hereafter, (1) execute all documents requested by the Corporation for vesting
in
the Corporation the entire right, title and interest in and to the same, (ii)
execute all documents requested by the Corporation for filing such applications
for and procuring patents, trademarks, service marks or copyrights as the
Corporation, in its sole discretion, may desire to prosecute, and (iii) give
the
Corporation all assistance it may reasonably require, including the giving
of
testimony in any suit, action, investigation or other proceeding, in order
to
obtain, maintain, and protect the Corporation's right therein and
thereto.
Section
12 Post-Employment
Obligations.
(a) Corporation
Property.
All
records, files, lists, including computer generated lists, drawings, documents,
equipment and similar items relating to the Corporation's business that
Executive shall prepare or receive from the Corporation shall remain the
Corporation's sole and exclusive property. Upon termination of this Agreement,
Executive shall promptly return to the Corporation all property of the
Corporation in his possession. Executive further represents that he will not
copy or cause to be copied, print out, or cause to be printed out any software,
documents or other materials originating with or belonging to the Corporation.
Executive additionally represents that, upon termination of his employment
with
the Corporation, he will not retain in his possession any such software,
documents, or other materials.
8
(b) Cooperation.
Executive agrees that both during and after his employment he shall, at the
request of the Corporation, render all assistance and perform all lawful acts
that the Corporation considers necessary or advisable in connection with any
litigation involving the Corporation or any director, officer, employee,
shareholder, agent, representative, consultant, client, or vendor of the
Corporation.
Section
13 Arbitration.
Any and
all disputes arising out of or relating to the interpretation or application
of
this Agreement or concerning Executive's employment with the Corporation or
termination thereof, shall be subject to arbitration in Davis, California,
under
the then existing rules of the American Arbitration Association. Judgment upon
the award rendered may be entered in any court of competent jurisdiction. The
cost of such arbitration shall be borne equally by the parties. Nothing
contained in this Paragraph shall limit the right of the Corporation to enforce
by court injunction or other equitable relief Executive's obligations under
Sections 7, 10 and 12 of this Agreement.
Section
14 Governing
Law.
This
Agreement shall be governed by, construed and enforced in accordance with the
laws of the State of California, without regard to its conflict of law
rules.
Section
15 Successors
and Assigns.
Neither
this Agreement, nor any of Executive's rights, powers, duties or obligations
hereunder, may be assigned by Executive. This Agreement shall be binding upon
and inure to the benefit of Executive and his heirs and legal representatives
and the Corporation and its successors. Successors of the Corporation shall
include, without limitation, any Corporation or companies acquiring, directly
or
indirectly, all or substantially all of the assets of the Corporation, whether
by merger, consolidation, purchase, lease or otherwise, and such successor
shall
thereafter be deemed "the Corporation" for the purpose hereof.
Section
16 Waiver.
Any
waiver or consent from the Corporation with respect to any term or provision
of
this Agreement or any other aspect of Executive's conduct or employment shall
be
effective
only in the specific instance and for the specific purpose for which given
and
shall not be deemed, regardless of frequency given, to be a further or
continuing waiver or consent. The failure or delay of the Corporation at any
time or times to require performance of, or to exercise any of its powers,
rights, or remedies with respect to any term or provision of this Agreement
or
any other aspect of Executive's conduct or employment in no manner (except
as
otherwise expressly provided herein) shall affect the Corporation's right at
a
later time to enforce any such term or provision.
9
Section
17 Notices.
All
notices, requests, demand, and other communications hereunder must be in writing
and shall be deemed to have been duly given if delivered by hand or mailed
within the continental United States by first class, registered mail, return
receipt requested, postage and registry fees prepaid, to the applicable party
and addressed as follows:
(a) The
Corporation:
0000
0xx
Xxxxxx,
Xxxxxxxx X, Xxxxx 000
Xxxxx,
XX
00000
(000)
000-0000
(b) The
Executive:
0000
XX
000xx
Xxxxxx
Xxxxxxxxx,
XX 00000
Addresses
may be changed by notice in writing signed by the addressee.
Section
19 Amendment.
No
amendment or modification of this Agreement shall be valid or effective, unless
in writing and signed by the parties to this Agreement.
Section
20 Entire
Agreement.
(a) This
Agreement embodies the entire agreement of the parties hereto with respect
to
its subject matter and merges with and supersedes all prior discussions,
agreements, commitments, or understandings of every kind and nature relating
thereto, whether oral or written, between Executive and the Corporation. Neither
party shall be bound by any term or condition other than as is expressly set
forth herein.
(b) Executive
represents and agrees that he fully understands his right to discuss all aspects
of this Agreement with his private attorney, that to the extent he desired,
lie
availed himself of this right, that he has carefully read and fully understands
all of the provisions of the Agreement, that he is competent to execute this
Agreement, that his decision to execute this Agreement has not been obtained
by
any duress and that he freely and voluntarily enters into this Agreement, and
that he has read this document in its entirety and fully understands the
meaning, intent, and consequences of this Agreement.
[SIGNATURE
PAGE TO FOLLOW]
10
IN
WITNESS WHEREOF, the parties have executed this Agreement under seal to be
effective as of the day and year first hereinabove written.
| CORPORATION: | ||
| JDCO, Inc. | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
|
CEO |
||
| EXECUTIVE: | ||
|
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx |
||
11
EXHIBIT
A
Employee
shall receive options to acquire Two Hundred Thirteen Thousand and Fifty Five
(213,055) shares of the common stock of Java Detour, Inc. under the Equity
Incentive Plan. The exercise price shall be the fair market value of a share
of
common stock on the date of the Agreement. The options will be subject to a
vesting schedule such that will cause the options to vest in five (5) annual
installments, each representing one fifth (1/5) of the total shares available
for purchase under this option, provided the Employee is still employed by
the
Corporation on the applicable anniversary of the Effective Date. After vesting,
the options will have a five-year term regardless of whether Employee is still
employed by the Corporation after vesting.
12
