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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
BETWEEN
BLAXXUN INTERACTIVE, INC.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
-hereinafter called "the Company"-
and
XXXXXX XXXXXXXX
residing at
000 Xxxx 00xx Xxxxxx
Xxx Xxxxx, XX 00000 - 2420
-hereinafter called "Employee"-.
2
Employment Agreement
between blaxxun interactive, Inc. and
Xxxxxx Xxxxxxxx
ART. 1
Duties and Responsibilities
1. Employee shall act as Chief Operating Officer (COO). The COO is
responsible for all various aspects of the business (such as
production, handling, distribution, shipping). The COO reports to the
Chief Executive Officer of the Company.
2. Employee shall devote his energy and experience exclusively to the
Company.
ART. 2
Commencement
This contract shall become effective on May 1, 1999.
ART. 3
Remuneration
1. Employee will receive an annualized base gross salary of $100,000
payable in semi-monthly installments of $4,166.67 at the end of each
period, subject to withholding and other applicable taxes.
2. Employee shall be entitled to receive certain specified bonus subject
to the achievement of certain performance criteria. Bonus and
performance criteria are reviewed yearly. The bonus for fiscal year
1998/99 will be $30,000 for 12 months. The fiscal year ends on July 31
of each year and the bonus will be calculated pro rata. Details to the
bonus and performance criteria are provided in the blaxxun General
Compensation Plan. A copy of the Fiscal 98/99 blaxxun General
Compensation Plan is attached to this agreement.
3. The Company will provide health care benefits that are industry
competitive.
ART. 4
Annual Leave
1. Employee shall be entitled to a paid annual vacation of 15 working
days.
2. If Employee is not employed for the entire calendar year, then he/she
shall only be entitled to the corresponding portion of the vacation
mentioned in paragraph 1.
3. Vacation periods shall be agreed upon with the Company bearing in mind
the interest of the Company.
3
Employment Agreement
between blaxxun interactive, Inc. and
Xxxxxx Xxxxxxxx
ART. 5
Non-Disclosure and Developments Agreements
1. Employee acknowledges that he/she will have access at the highest level
to, and the opportunity to acquire knowledge of, trade secrets and
other valuable confidential and proprietary information of the Company.
Employee undertakes to observe utmost secrecy vis-a-vis third parties
regarding all matters pertaining to the Company's business. This
obligation continues after the termination of this agreement. Employee
agrees to the Company's Non-Disclosure and Developments Agreements
attached to this Employment Agreement (Enclosure 1) and is to sign said
attachment. Employee acknowledges that he/she is entering into
covenants contained in this Article 5 and the Non-Disclosure and
Developments Agreement in order to preserve the goodwill and going
concern value of the Company.
2. Employee represents and warrants to the Company that the performance of
his duties for the Company would not violate any Non-Competition,
Non-Disclosure or similar agreement that Employee has with any third
party.
ART. 6
Termination of Employment
Termination of Employment. The employment of the Employee may be terminated by
the Company either with Cause (as defined below) or without Cause at any time
effective upon written notice to the Employee. For purposes hereof, the term
"Cause" shall mean that any one or more of the following has occurred:
(a) The Employee shall have been convicted of, or shall have
plead guilty or no lo contendere to, any felony.
(b) the Employee shall have committed any fraud, embezzlement
or misappropriation of funds against the Company or intentional act of
dishonesty detrimental to the Company.
(c) the Employee shall have (i) failed to perform or refused
to perform his duties or (ii) breached any one or more of the material
provisions of this Agreement or the Nondisclosure and Developments
Agreement attached hereto as Schedule 1 and incorporated herein by
reference (the "NDA"), which failure, refusal or breach in the case of
(i) or (ii) continues for a period of ten (10) days after written
notice from the Company describing such failure, refusal or breach in
reasonable detail.
(d) The Employee's death or permanent incapacity.
4
Employment Agreement
between blaxxun interactive, Inc. and
Xxxxxx Xxxxxxxx
ART. 7
General Provisions
1. Should any provisions of this contract be invalid, the remaining
provisions shall nevertheless continue to be fully effective. It shall
be the responsibility of the parties to replace the invalid provisions
by a valid one which comes as near as possible to the parties' intended
purpose.
2. This Agreement and the enclosures hereto constitute the entire
agreement and understanding of the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
3. Modifications of this contract and supplements to this contract shall
not be valid unless in writing.
4. The terms of this Agreement shall be governed by and construed under
the laws of the State of California. In the unlikely event that any
dispute shall arise out of any obligations under this agreement the
parties hereby agree that proper venue for any such dispute shall be
San Francisco County.
5. In the event of a dispute the prevailing party shall be entitled to
reasonable attorney's fee.
San Francisco,
April 30, 1999
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Xxxxxx Xxxxxxxx
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blaxxun interactive, Inc.
Xxxxx-Xxxxxxx Xxxxxxxxxx
C F O
ENCLOSURES:
1 Non-Disclosure and Developments Agreement
2 Fiscal 98/99 blaxxun General Compensation Plan
