EMPLOYMENT CONTRACT, dated as of September 10, 1998 between
Euroweb International Corp., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 (the
"Company") and Xxxxx X. Xxxxx (the "Employee").
Whereas the Company and Employee entered into an employment
contract dated as of February 1, 1994 which was modified on April 12, 1994 ,
October 23, 1995, December 23, 1996, May 6, 1997 and September 10, 1997 (which
contract together with the modifications are hereinafter referred to as the
"Agreement"); and
Whereas the Agreement provided for the grant of 35,000
non-qualified options to purchase 35,000 shares of the Company's Common Stock
("Stock") at an exercise price of $1 per share, which options have vested and
the shares underlying said options have been registered with the Securities and
Exchange Commission; and
Whereas the Board of Directors agreed that the Agreement
shall be modified so as to provide for additional grant of 100,000 assignable
non-qualified six year options to purchase 100,000 shares of the Company's
common stock at an exercise price of $1.00 per share; and
Whereas the Company and the Employee desire to restate the
Agreement so as to incorporate the aforesaid modification and certain of the
Split-Dollar Insurance Policy terms into the Agreement:
Now, therefore, the parties agrees as follows:
1. Agreement to be dated as of September 10, 1998 between the
Company and the Employee is restated by the agreement set forth herein which
adds and incorporates into paragraph 3(c) the grant of 100,000 additional
options.
2. TERM:
The Company agrees to employ the Employee in an
executive capacity as Chief Financial Officer, Secretary, Treasurer and
Director and Employee agrees to serve on the terms and conditions of this
Agreement for a period of seven years ending December 31, 2005. The period
during which Employee is employed hereunder is hereinafter referred to as the
"Employment Period."
3. DUTIES & SERVICES:
During the Employment Period, Employee shall be
employed in the business of the Company. In performance of his duties, Employee
shall be subject to the reasonable direction of the Board of Directors of the
Company. Employee agrees to perform his duties hereunder to the best of his
abilities and to take no action outside of the ordinary course of business that
he is not specifically authorized to take by the Board of Directors of the
Company, and that the foregoing shall constitute a material term of this
Agreement. Employee shall be based in New York but shall be available to travel
as the needs of the business reasonably require.
4. COMPENSATION:
As full compensation for his services hereunder, the
Company shall pay Employee, during the Employment Period, as follows:
A. A basic salary of $150,000 per year payable in monthly
installments at the rate of $12,500 per month for the term of
this agreement.
B. The Company has granted to the Employee as of February 1,
1994, 35,000 non-qualified options to purchase 35,000 shares
of Common Stock of the Company at the
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same exercise price of $1 per share. All options vested as of
October 23, 1995 and the shares underlying the options were
registered with the Securities and Exchange Commission under
a Registration Statement on Form S-8 on December 9, 1996.
C. The Company hereby grants Employee an additional 100,000
non qualified six year options to purchase 100,000 shares of
the Company's common stock at an exercise price of $1.00 per
share. Employee's right to receive shares will be adjusted
when the option is exercised both as to number and exercise
price to account for stock splits or other forms of
recapitalization.
D. (1) The Company agrees to pay the annual premium of
$115,000 when due on policy number 1236578 (the"Policy")
issued by Security Mutual Life Insurance Company
(the"Insurer") on the life of the Employee for a ten year
period.
(2) Upon the death of the Employee, the then acting
Trustee of the Xxxxx X. Xxxxx Insurance Trust, as irrevocable
beneficiary, shall be entitled to the first $1,000,000 of
insurance proceeds.
(3) The Company agrees to record with the Insurer a
Split-Dollar Endorsement in the form annexed hereto as
Exhibit "A", which reflects additional terms to which the
Company and the Employer have agreed.
E. Such bonuses as may be awarded to Employee by the Board of
Directors.
F. The employee shall further be entitled to participate in
the present or future employee benefit plans of the Company
subject to the approval of the Board of Directors if he meets
the eligibility requirements therefore.
5. EXPENSES AND BENEFITS:
(a) The Company, consistent with its policy of
reporting and reimbursement of business expenses, reimburse
Employee for such ordinary and necessary business related
expenses as shall be incurred by Employee in the course of
the performance of his duties under this Agreement
(b) Employee shall be eligible to participate to the
extent that he qualifies in all benefit plans, including
without limitation, pension, term life insurance,
hospitalization, medical insurance and disability plans as
are made available from time-to-time to executives of the
Company.
(c) Employee shall be entitled to three weeks of paid
vacation annually, and to accumulate unused vacation weeks to
the end of this agreement.
6. REPRESENTATIONS & WARRANTIES OF EMPLOYEE
Employee represents and warrants to the Company that
Employee is under no contractual or other restriction which is inconsistent
with the execution of this Agreement or performance of his duties hereunder.
7. TERMINATION:
In the event of death or physical or mental
incapacity, or in the event Employee
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resigns from Company due to change in management or in the event of the
termination of Employee's employment by the Company for any reason other than
"Cause" as hereinafter defined, Employee or his estate or representative shall
be entitled to full payment of his salary for the balance of the Agreement
payable in a lump sum at the option of the Employee or of his estate or
representative or payable monthly in accordance with the terms of the
Agreement. In addition on termination of the agreement, the Company agrees to
pay up all premiums due or to be due under the split dollar life insurance
policy described in paragraph 4D above so that the policy is not canceled or
terminated prior to the death of the employee.
A. Cause, for purposes of this Agreement, shall
mean that the Employee shall have committed an
intentional art of fraud, embezzlement or theft
in connection with Employee's duties or in the
course of his employment with the Company or any
Subsidiary
8. SURVIVAL:
The covenants, agreements, representations and
warranties contained in or made pursuant to this Agreement shall survive
Employee's rightful termination of employment.
9. MODIFICATIONS:
This Agreement sets forth the entire understanding of
the parties with respect to the subject matter hereof, supersedes all existing
agreements between the parties concerning such subject matter, and may be
modified only by a written instrument duly executed by such party.
10. NOTICES
Any notice or other communication permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested or delivered against receipt to the party to whom it
is to be given at the address of such party set forth in the preamble to this
Agreement (or to such other address as the party shall have furnished in
writing and in accordance with the provisions of this Section 10). Notice to
the estate of Employee shall be sufficient if addressed to Employee as provided
in this Section 10. Any notice or other communication given by certified mail
shall be deemed given at the time of certification thereof, except for a notice
changing a party's address which shall be deemed given at the time of receipt
thereof.
11. WAIVER:
Any waiver by either party of a breach of any
provision of this Agreement shall not operate as or be construed to be waiver
of any other breach of such provision or of any breach of any other provision
of this Agreement. The failure of a party to insist upon strict adherence to
any term of this Agreement on one or more occasions shall not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this agreement.
Any waiver must be in writing.
12. BINDING EFFECT:
Employee's rights and obligations under this agreement
shall not be transferable by assignment or otherwise, such rights shall not be
subject to commutation, encumbrance or the claims of Employee's creditors and
any attempt to do any of the foregoing shall be void. The provisions of this
Agreement shall be binding upon and inure to the benefit of Employee and his
heirs and personal representative and shall be binding upon and inure to the
benefit of the Company and its successors and assigns.
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13. NO THIRD PARTY BENEFICIARIES:
This Agreement does not create and shall not be
construed as creating any rights enforceable by any person not a party to this
Agreement.
14. HEADINGS:
The headings in this Agreement are solely for the
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
15. COUNTERPARTS, GOVERNING LAW:
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall be governed and
construed in accordance with the laws of the Republic of Hungary without giving
effect to conflict of laws.
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first above-written.
EUROWEB INTERNATIONAL CORP.
BY /s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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