EXHIBIT 10(a)
EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND X. X. XXXXXXX
DATED MARCH 1, 1998 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT
(the "Agreement"), effective as of the 1st day of March 1999, by and
between eClic, INC., a Nevada corporation with its principal place of
business located at 0000 X. Xxxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000
(hereinafter referred to as "Company" or "Employer") and X. X. Xxxxxxx
(hereinafter referred to as the "Employee"). The Company hereby employs
the Employee and the Employee hereby accepts employment on the terms
and conditions hereinafter set forth.
1. Term.
Subject to the provisions for termination hereinafter provided, the initial
term of this Agreement shall commence on March 1, 1999 and terminate on
February 28, 2001, and shall continue thereafter on a year to year basis
unless terminated by the Company by delivery of written notice to the
Employee not later than thirty (30) days prior to the date for termination as
indicated in said notice.
2. Compensation and Performance Review
(a) As a result of the Company's current limited available cash, the
Employee agrees to receive compensation based solely on incentive
performance of revenues/profits generated by the employee.
(b) If the Employee can find a supplier who is willing to sell,
market, ship and xxxx their product(s) through the Company's
Web site (xxx.xXxxx.xxx), the Employee will receive ten (10)
percent of the net profits generated. In order to qualify
for this incentive compensation, the Employee must negotiate
an arrangement with the supplier, where the supplier agrees
to inventory, ship and xxxx their product(s) to the Company's
customers, and allow the Company to market their product(s)
through the Company's Web site. This does not need to be
an exclusive agreement with the supplier/advertiser. The
agreement should include that the supplier pay the Company a fee
for each product sold through the Company. Ten (10) percent of
the net fee, i.e., after expenses, is earmarked as compensation
to the Employee for managing the arrangement with the supplier.
The Employee is responsible for maintaining the working relationship
with the supplier. If the Employee does not maintain the working
relationship with the supplier/advertiser the Employee forfeits
compensation from that point forward. The Employee is not
limited to the number of supplier and advertiser arrangements
negotiated.
(c) The Employee has the opportunity to find advertisers
who would advertise their product(s) on the Company's Web Site.
Again, the Employee would receive ten (10) percent, after
expenses, of these advertising revenues.
(d) If no arrangements are made with an suppliers or advertisers
to sell products through the Company's Web site, the Employee
receives no compensation.
(e) Any arrangement or agreements made my one Employee, in finding
a supplier to generate revenues through the Company's Web Site
does not affect other employees. In other words, one employee
does not receive any additional compensation if another employee
brings new business to the Company. The only exception, is
when two employees are responsible for finding and developing
the same advertiser/supplier, at which time, they would agree
to split aforementioned the ten (10) compensation fee.
3. Duties.
Employee is engaged as the President, Chief Executive Officer, and Chief
Financial Officer of the Company. In such capacities, Employee shall
exercise detailed supervision over the operations of the Company subject,
however, to control by the Board of Directors. The Employee shall perform
all duties incident to the title of President, Chief Executive Officer, and
Chief Financial Officer and such other duties as from time to time may be
assigned to him by the Board of Directors.
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4. Best Efforts of Employee.
The Employee shall devote her best efforts to the business of the Company
and to all of the duties that may be required by the terms of this Agreement
to the reasonable satisfaction of the Company. The Employee shall at all
times faithfully, with diligence and to the best of her ability, experience
and talents, perform all the duties that may be required of and from her
pursuant to the express and implicit terms hereof to the reasonable
satisfaction of the Company. Such services shall be rendered at such other
place or places as the Company shall in good faith require or as the
interest, needs, business or opportunity of the Company shall require. The
Employee agrees not to engage in any employment or consulting work or any
trade or business for her account or for or on behalf of any other person,
firm or corporation, which would conflict with the operations of the
Company's business, unless the Employee obtains prior written consent from
the Board of Directors of the Company.
5. Working Facilities.
The Employee shall be furnished with all such facilities and services
suitable to her position and adequate for the performance of his duties.
In this case, the Employee is utilizing their own facilities at no
cost to the Company.
6. Expenses.
The Employee is authorized to incur reasonable expenses for promoting the
business of the Company, including his out-of-pocket expenses for
entertainment, travel and similar items. The Company shall reimburse the
Employee for all such expenses on the presentation by the Employee, from
time to time, of an itemized account of such expenditures in accordance
with the guidelines set forth by the Internal Revenue Service for travel
and entertainment.
7. Vacation.
The Employee shall be entitled each year to a vacation of a reasonable
amount during which time her compensation, as described above, shall be
paid in full, that is, provided she is receiving compensation based on
the incentive performance program described above.
8. Disability.
(a) Should the Employee, by reason of illness or incapacity, be unable to
perform her job for a period of up to and including a maximum of
twelve (12) months, the compensation payable to her for and during such
period under this Agreement shall be unabated. The Board of Directors
shall have the right to determine the incapacity of the Employee for
the purposes of this provision, and any such determination shall be
evidenced by its written opinion delivered to the Employee. Such
written opinion shall specify with particularity the reasons
supporting such opinion and be manually signed by at least a majority
of the Board.
(b) The Employee's compensation thereafter shall be reduced to zero. The
Employee shall receive full compensation upon her return to
employment and regular discharge of his full duties hereunder. Should
the Employee be absent from her employment for whatever cause for a
continuous period of more than 365 calendar days, the Company may
terminate this Agreement and all obligations of the Company hereunder
shall cease upon such termination.
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9. Termination.
(a) The Company may terminate this Agreement with cause at any time under
immediate notice to the Employee thereof, and such notice having been
given, this Agreement shall terminate in accordance therewith. For
the purpose of this section, "cause" shall be defined as meaning
such conduct by the Employee which constitutes in fact and/or law a
breach of fiduciary duty or felonious conduct having the effect, in
the opinion of the Board of Directors, of materially adversely
affecting the Company and/or its reputation.
(b) The Company may terminate this Agreement without cause by giving 90
days written notice to the Employee, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(c) The Employee may terminate this Agreement without cause by giving 90
days written notice to the Company, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(d) In the event of termination herein, the Employee shall be entitled to
receive compensation based upon her prorated incentive compensation,
up and until the date of termination. After the date of termination,
the Employee shall not be entitled to receive additional compensation
of any kind or nature from the Employer and all benefit and incentive
programs then in place shall terminate.
10. Confidentiality.
The Employee shall not divulge to others any information she may obtain
during the course of his employment relating to the business of the Company
without first obtaining written permission of the Company.
11. Notices.
All notices, demands, elections, opinions or requests (however characterized
or described) required or authorized hereunder shall be deemed given
sufficiently if in writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex, telegram or cable
to, in the case of the Company: eClic, Inc., 0000 X. Xxxxxx, Xxxxx 000,
Xxx Xxxxx, XX 00000, and in the case of the Employee: X. X. Xxxxxxx,
0000 X. 00xx Xxxxxx, Xxxxxxxxxx, XX 00000.
12. Assignment of Agreement.
No party may assign or otherwise transfer this Agreement or any of its
rights or obligations hereunder without the prior written consent to such
assignment or transfer by the other party hereto; and all the provisions of
this Agreement shall be binding upon the respective employees, delegates,
successors, heirs and assigns of the parties.
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13. Survival of Representations, Warranties and Covenants.
This Agreement and the representations, warranties, covenants and other
agreements (however characterized or described) by both parties hereto and
contained herein or made pursuant to the provisions hereof shall survive the
execution and delivery of this Agreement and any inspection or investigation
made at any time with respect to any thereof until any and all monies,
payments, obligations and liabilities which either party hereto shall have
made, incurred or become liable for pursuant to the terms of this Agreement
shall have been paid in full.
14. Further Instruments.
The parties shall execute and deliver any and all such other instruments and
shall take any and all such other actions as may be reasonably necessary to
carry the intent of this Agreement into full force and effect.
15. Severability.
If any provisions of this Agreement shall be held, declared or pronounced
void, violable, invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or otherwise, such
holding, declaration or pronouncement shall not affect adversely any other
provision of this Agreement, which shall otherwise remain in full force and
effect and be enforced in accordance with its terms and the effect of such
holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
16. Waiver.
All the rights and remedies of either party under this Agreement are
cumulative and not exclusive of any other rights and remedies provided by
law. No delay or failure on the part of either party in the exercise of any
right or remedy arising from a breach of this Agreement shall operate as a
waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act
of occurrence shall not be deemed to be a consent to any other act of
occurrence.
17. General Provisions.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Arizona. Except as otherwise
expressly stated herein, time is of the essence in performing hereunder.
This Agreement embodies the entire agreement and understanding between the
parties and supersedes all prior agreements and understanding relating to
the subject matter hereof, and this Agreement may not be modified or amended
or any term of provision hereof waived or discharged except in writing signed
by the party against whom such amendment, modification, waive r of discharge
is sought to be enforced. The headings of this Agreement are for convenience in
reference only and shall not limit or otherwise affect the meaning thereof.
The Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which taken together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
THE COMPANY: THE EMPLOYEE:
eClic, Inc., Xxxx Xxxxx
/s/ X. X. Xxxxxxx /s/ X. X. Xxxxxxx
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X. X. Xxxxxxx, CEO X. X. Xxxxxxx, Employee
Witnessed:
/s/ X. Xxxx
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X. Xxxx, Secretary
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