EXHIBIT 10.7
XXXXXXXXXXX.XXX, INC. AND XXXX X. WARMS
AGREEMENT AND UNDERSTANDING
This Agreement and Understanding (this "AU") is made and entered
into as of September 16, 1999 (the "Effective Date"), by and between
Xxxxxxxxxxx.xxx, Inc., a Delaware corporation (the "Company"), and Xxxx X.
Warms, an individual ("Founder"). For purposes of this AU, unless otherwise
specified, the term "Company" shall include Xxxxxxxxxxx.xxx, L.L.C. and
Extranet Solutions, L.L.C., as predecessors in interest to Xxxxxxxxxxx.xxx,
Inc.
RECITALS
WHEREAS, the Company is currently in the process of changing the
legal form of its business from that of a Delaware limited liability company
to a Delaware corporation (the "Conversion") and issuing shares of its Series
B Preferred Stock to certain investors after the consummation of the
Conversion (the "Series B Financing"); and
WHEREAS, the Company and Founder wish to clarify and confirm their
agreement and understanding with respect to certain matters relating to
Founder's employment with the Company.
NOW, THEREFORE, the parties agree and acknowledge the following:
1. As of the Effective Date, the Company shall pay Founder as
compensation for his services a base salary at the annualized rate of one
hundred and fifty thousand dollars ($150,000). Such salary shall be paid
periodically in accordance with normal Company payroll practices and shall be
subject to the usual, required withholding. Founder's compensation shall be
set by the Company's Board of Directors.
2. Founder agrees that, in the event Founder's service to the
Company terminates for any reason, Founder will not
(a) directly or indirectly engage in (whether as an employee,
consultant, agent, proprietor, principal, partner, stockholder, corporate
officer, director, or otherwise), nor have any ownership interest in or
participation in the financing, operation, management or control of, any
person, firm, corporation or business that competes with the Company or is a
customer of the Company during the twelve (12) month period following such
termination and
(b) either directly or indirectly solicit, induce, recruit or
encourage any of the Company's employees to leave their employment, or take
away such employees, or attempt to solicit, induce, recruit, encourage or
take away employees of the Company, either for himself or for any other
person or entity during the twelve (12) month period following such
termination.
Notwithstanding the foregoing, in the event Founder's service
to the Company is terminated by the Company without "Cause" (as defined
below), then the Company agrees to pay Founder his then current base salary,
less applicable withholding, for twelve (12) months from the date of such
termination, in accordance with the Company's payroll practices.
For the purposes of this Section 2, "Cause" is defined as (i)
conviction of a crime that has a material effect on the business of the
Company or (ii) commitment of an act of gross or willful negligence (in which
case Founder will have a period of thirty (30) days to cure such negligence,
and at least three quarters of the Board of Directors of the Company must
vote in concurrence that such act has occurred and has not been timely cured)
IN WITNESS WHEREOF, the parties have entered into this Agreement as
of the day and year first above set forth.
XXXXXXXXXXX.XXX, INC.
By:
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[NAME]
[TITLE]
NAME
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Xxxx X. Warms
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