FORM OF EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of XXXX, 0000,
by and between XXXX.XXX, INC., ("the Employer"), of 000 Xxxx 00xx Xxxxxx - 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Xxxxx Xxxxx, ("the Employee"), of New York,
New York.
A. Employer is engaged in the business of providing information with respect
to OTCBB issuers over the Internet.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as a President to Develop the
business of the Company and develop and implement the long-term strategy for the
Company Employee accepts and agrees to such employment, subject to the general
supervision, advice and direction of the Employer's Board of Directors only.
Employee may also perform (i) such other duties as are customarily performed by
an employee in a similar position, and (ii) such other and unrelated services
and duties as may be assigned to Employee from time to time.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided at such place(s) as the needs devoting his best efforts and entire
professional time and attention to the performance and fulfillment of his duties
and to the advancement of the interests of the Company, or opportunities of the
Employer may require from time to time. Nothing herein shall prevent the
Employee from pursuing the affairs of Perception Investing, provided such
efforts do not interfere with the Employee's duties hereunder, which shall be
primary.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee an annual salary of
$50,000.00 payable in monthly installments payable on the first day and the
fifteenth day of each month. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that the Employee shall be
entitled to payments for periods or partial periods that occurred prior to the
date of termination and for which the Employee has not yet been paid. Accrued
vacation will be paid in accordance with state law and the Employer's customary
procedures. Employee shall also be paid, as to each year during the term, a
bonus equal to 4% of the Employer's pre-tax profits payable within ten days of
the release of the Employer's audited financial statements for such year either
by press release or by SEC filing.
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4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The Employer
will reimburse Employee for "out-of-pocket" expenses in accordance with Employer
policies in effect from time to time.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide Employer
with all information, suggestions, and recommendations regarding Employer's
business, of which Employee has knowledge that will be of benefit to Employer.
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
- inventions
- products
- prices
- costs
- future plans
- business affairs
- processes
- trade secrets
- technical matters
- customer lists
- product design
- copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Agreement and will justify
legal and/or equitable relief.
7. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a 3 year
period after the termination of Employee's employment.
8. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are
special and unique assets of the company, Employee agrees and covenants that for
a period of 1 year following the termination of this Agreement, whether such
termination is voluntary or involuntary, Employee will not directly or
indirectly engage in any business competitive with Employer. This covenant shall
apply to the geographical area that includes the area within a 200 mile radius
of New York City Directly or indirectly engaging in any competitive business
includes, but is not limited to, (i) engaging in a business as owner, partner,
or agent, (ii) becoming an employee of any third party that is engaged in such
business, (iii) becoming interested directly or indirectly in any such business,
or (iv) soliciting any customer of Employer for the benefit of a third party
that is engaged in such business. Employee agrees that this non-compete
provision will not adversely affect the Employee's livelihood. Excepted from
this non-compete agreement are the activities of the Employee on behalf of
Perception Investing.
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9. TERM/TERMINATION. The Employee's employment under this Agreement shall
commence as of on the initial closing of the Employer's public offering or as
soon as the Employer receives equity funding of at least $250,000, whichever
shall first occur (the "Commencement Date") and shall, unless sooner terminated
in accordance with the provisions hereof, continue uninterrupted for an initial
three-year term expiring on the third anniversary of the day prior to the
Commencement Date, and thereafter shall be automatically renewed for successive
one-year periods unless terminated by either party upon ninety (90) days written
notice prior to the end of any such year. As used herein the "Term" shall refer
to both such initial three year term and any renewal term. The term "first three
year term" shall refer to the annual period commencing on the Commencement Date
and ending on the day prior to the anniversary day of the Commencement Date. The
term "renewal year" shall refer to each annual period after the first year.
Notwithstanding the foregoing, if the Agreement is not renewed for a
renewal year or is terminated without cause in the first three year term, the
Company will continue to pay Executive's salary for the balance of the first
three year term or the renewal term then in effect.
The Company shall have the right to terminate the Executive, without
cause, at any time during the first 90 days of the first three year term. Upon
such termination, the Executive shall be entitled to base salary for 60 days and
all additional rights of the Executive hereunder shall cease (including any
rights to receive stock options or bonus).
10. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with all of the
rules and regulations of Employer.
11. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee shall
deliver all property (including keys, records, notes, data, memoranda, models,
and equipment) that is in the Employee's possession or under the Employee's
control which is Employer's property or related to Employer's business. Such
obligation shall be governed by any separate confidentiality or proprietary
rights agreement signed by the Employee.
12. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage paid, addressed as follows:
Employer:
XXXX.xxx, Inc.
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Employee:
Xx. Xxxxx Xxxxx
000 Xxxx 00xx Xxxxxx - 22M
Xxx Xxxx, Xxx Xxxx 00000 - 4084
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
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13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
14. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
15. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. I a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
17. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
New York as they are applied to contracts executed and to be performed entirely
within such state.
Employer:
XXXX.xxx, Inc.
By: ____________________________________________________
Xx. Xxxxxx Xxxxxxxx
AGREED TO AND ACCEPTED.
Employee:
By: ____________________________________________________
Xxxxx Xxxxx
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