EXHIBIT 10.25
EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT ("Agreement") is made as of December 14, 2000,
between Grow Biz International, Inc. ("Employer") and Xxxxxxx X. Xxxxxx
("Employee").
INTRODUCTION
Employer desires to employ Employee under the terms of this Agreement,
including the non-solicitation, registration rights and other covenants stated
below, and Employee is willing to enter into such covenants in return for the
benefits hereunder.
AGREEMENT
In consideration of the foregoing, the parties agree as follows:
1. Nature and Capacity of Employment. Employer agrees to employ Employee as
President and Chief Operating Officer of Employer under the terms of this
Agreement. Employee agrees to perform on a full-time basis, the functions
of this position, under the terms of this Agreement.
2. Term of Employment. The term of this Agreement will commence as of the
date hereof and continue until such time as terminated under Section 9
below.
3. Annual Base Salary. The annual base salary, exclusive of any benefits or
bonuses, which Employer agrees to pay to Employee for the period beginning
January 1, 2001 through January 1, 2002 will be Two Hundred Fifty Thousand
Dollars ($250,000). All amounts paid under this Agreement will be paid
consistent with Employer's normal payroll practice and will be subject to
all normal and required withholdings.
4. Bonus. The Employer agrees to pay to the Employee, in its sole discretion,
an annual bonus of up to fifty percent (50%) of annual base salary. The
Employer, in its sole discretion, will establish criteria under which
Employee may become eligible to receive such annual bonus payment, and will
also maintain the right to adjust such criteria in its sole discretion.
5. Employee Expenses. Employer agrees to reimburse Employee for the
reasonable business expenses Employee incurs on behalf of Employer upon
proof of expenditure.
6. Car Allowance. Employee shall receive reimbursement for the maintenance of
a car during the term of this Agreement of $350.00 per month.
7. Club Dues. Employee shall receive reimbursement for actual club dues
during the term of this Agreement in an amount not exceeding $500.00 per
month.
8. Employee Benefits. Employee will be eligible for those benefits provided to
executive management employees.
9. Stock Options. Employee will be issued a six year option (the "Option"),
under the terms of the stock option agreement attached hereto as Exhibit A,
to purchase 150,000 shares of Employer's common stock (the "Option
Shares"), at an exercise price of $5.1875 per share, vesting at the rate of
37,500 shares per year on the anniversaries of this Agreement.
10. Undertakings of Employee. Employee agrees to spend Employee's full working
time and effort in performing Employee's duties with Employer so long as
employed by Employer, and will not, during the course of employment by
Employer, without prior written approval of Employer, become an employee,
director, officer, agent, partner of or consultant to, or a stockholder of
(except a stockholder of a public company in which Employee owns less than
five percent (5%) of the issued and outstanding capital stock of such
company) any company or other business entity which is a significant
competitor, supplier, or customer of Employer.
11. Termination of Employment Agreement. Employee's employment under this
Agreement may be terminated, by either party for any reason or no reason
upon 30 days written notice to Employee.
12. Confidential Information. For purposes hereof, "Confidential Information"
means any information that Employee learns or develops during the course of
employment that derives independent economic value from being not generally
known by the public and includes trade secrets, methods of research and
testing, customer lists, vendor lists and financial information, and
information relating to such matters as management systems and sales or
marketing techniques. Employee will not directly or indirectly use or
disclose any Confidential Information for anyone other than Employer either
during the course of employment or after the termination of employment.
Employee recognizes that the Confidential Information constitutes a
valuable asset of Employer and agrees to act in such a manner as to prevent
its disclosure and use by any person unless such use is for Employer.
Employee's obligations under this paragraph are unconditional and will not
be excused by any Employer conduct, except prior voluntary disclosure by
Employer of the information.
13. Inventions. Employee agrees to promptly disclose to Employer in writing
any invention, improvement, work of authorship, discovery or idea
(including those which may be subject to copyright protection) generated,
conceived, or reduced to practice by Employee alone or in conjunction with
others, during or after working hours, while an employee of Employer
("Inventions"); and all such Inventions will be Employer's exclusive
property and are hereby assigned to Employer. Further, Employee will, at
Employer's expense, give Employer all assistance it reasonably requires to
perfect, protect, and use its rights to Inventions. In particular,
Employee will sign all documents, do all things, and supply all information
that Employer may deem necessary to: (i) transfer or record the transfer
of Employee's entire right, title and interest in Inventions; and (ii)
enable Employer to obtain copyright or trademark protection for Inventions.
Employee's obligations under this Section will continue beyond the
termination of employment with respect to Inventions and will be binding on
assigns, executors, and other legal representatives.
NOTICE: Pursuant to Minnesota Statutes (S) 181.78, Employee is notified
that the Agreement does not apply to any Invention for which no equipment,
supplies, facility, or trade secret information of Employer was used and
which was developed entirely on Employee's own time, and which does not
relate directly to Employer's business or to its actual or demonstrably
anticipated research or development, or which does not result from any work
Employee performed for Employer.
14. Non-Solicitation. Employee covenants that during the term of his
employment by Employer, and for one year after the termination of his
employment, regardless of the cause of termination, Employee will not,
without Employer's prior written consent, directly or indirectly, employ or
seek to employ, in any capacity, any person who, within the preceding six
months, has been an employee of Employer, or any franchisee of Employer.
15. No Restrictions. Employee represents and warrants to Employer that he is
not subject to any covenant, agreement, understanding or restriction of any
kind or nature which would prohibit, restrict or interfere in any way with
his ability to perform the functions of his positions with Employer.
16. Miscellaneous.
16.1 Integration. This Agreement and the Stock Option Agreement of
even date herewith contains the entire agreement and
understanding among the parties relative to the subject matter
hereof and supersedes all prior agreements and understandings
relating thereto.
16.2 Applicable Law. This Agreement and the rights of the parties will
be governed by and construed and enforced under the laws of the
state of Minnesota. The venue for any action hereunder will be in
the state of Minnesota, and the parties consent to the
jurisdiction of the courts of the state of Minnesota, County of
Hennepin, and the U.S. District Court, District of Minnesota.
16.3 Binding Effect. Except as herein provided, this Agreement will be
binding upon and will benefit the parties and their respective
heirs, successors, assigns and personal representatives;
provided, however, that Employee may not assign his rights or
obligations hereunder without Employer's prior written consent.
Employer may assign its rights and obligations under this
Agreement, provided the assignee agrees to fulfill Employer's
obligations hereunder.
16.4 Notices. All notices, requests and other communications hereunder
will be given in writing and deemed to have been given if
personally delivered, or sent by first class, certified mail,
return receipt requested, postage prepaid, to the party at the
address as provided below, or to such other address as such party
may hereafter designate by written notice to the other party:
(a) If to Employer, to the address of its then principal
office.
(b) If to Employee, to the address last shown in Employer's
records.
16.5 Modification. This Agreement will not be modified or amended
except by a written instrument signed by the parties.
16.6 Severability. The invalidity or partial invalidity of any portion
of this Agreement will not invalidate the remainder thereof. If
any provision of this Agreement is, for any reason, held to be
excessively broad as to scope, activity, subject or otherwise, so
as to be unenforceable at law, such provision will be construed
by the appropriate judicial body by limiting or reducing it, so
as to be enforceable to the maximum extent compatible with then
applicable law.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date herein first above written.
EMPLOYER:
Grow Biz International, Inc.
Dated: December 14, 2000 By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, CEO
EMPLOYEE:
Dated: December 14, 2000 By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
