Exhibit 10.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, by and between Web Partners, Inc. ("WPI") and Xxxx X.
Xxxx ("Employee") is entered into this 6th day of March 2000. It is he intent of
this interim agreement (the "Agreement"), that the parties hereto, intending to
be bound, shall execute whatever additional documents, including, but not
limited to a standard WPI Employment Agreement which shall embody all of the
elements contained in the Agreement. Further, this agreement shall be part of
the consideration for Employee entering into the Share Exchange Agreement
("SEA") with ANYOX RESOURCES, INC., under which a change in control of WPI is
anticipated, to occur.
1. TERM. The Term of this Agreement shall be for 4 years, commencing on
March 6, 2000 arid terminating on March 6, 2004. However, subject to the
completion of the SEA, which could not be completed without the affirmative vote
as a control block shareholder by Employee and the assignment of certain future
potential patent rights outlined under paragraph 4 here below which are deemed
critical to WPI's business plan and as additional consideration of Employee's
covenant not to compete with the Company, WPI does agree to provide the
compensation and benefits outlined under paragraphs 5 through 14 here below,
notwithstanding the Employee's continuing employment with the Company.
2. DUTIES & RESPONSIBILITIES. Employee is being retained for the purpose of
Growing and Building WPI. Employee shall perform it to the best of his ability
during the Term.
3. CONFIDENTIALITY, NON-COMPETE. Employee shall during the Term, refrain
from disclosing Confidential information of WPI to third parties, except in the
performance of Employees duties and responsibilities and where deemed reasonably
ire the best interests of WPI. Employees shall not compete directly with, nor
interfere with the business of WPI during the Term.
4. ENLARGEMENT OF PATENT RIGHT ASSIGNMENT(S). Employee shall, for valuable
consideration contained herein, extend the period of patent rights assignments
for any derivative intellectual property relating directly to CyberSpot,
Delivery Verification Technology and/or Instant On User Interface during the
Term.
5. BASE SALARY. Employee shall be entitled to abase salary of $180,000
during the Term commencing in year one of the Agreement. Said base salary shall
be increased by 6% per year during the Term or by the CPI index whichever shall
be greater.
6. SBO BONUS. Employee shall be entitled to receive up to a 20% SBO bonus
quarterly for the achievement of certain minimum performance objectives related
to Employees duties and responsibilities as outlined under paragraph 2 above.
7. EMPLOYEE STOCK OPTIONS. Employee shall receive 300,000 stock options
("Warrants") to purchase ANYX common stock, or whatever stock symbol shall later
be adopted by the parent company, ANYOX Resources, Inc. Said options shall be
exercisable at $0.01 (One Cent) within five years from date of issue and shall
be deemed to be vested under the following schedule.
Exhibit 10.5
a. Immediate Vesting: 150,000
b. Vesting Pro-Rata over 12 months 150,000
Total Warrants 300,000
8. ADDITIONAL STOCK OPTIONS. Pursuant to the Share Exchange Agreement
("SEA"), pursuant to which, this Employment Agreement is being entered into by
the parties, additional Warrants may become available to WPI Employees. Employee
shall be entitled to receive, trot less than the number of Warrants which will
maintain Employees current dilution position, relative to Employees ownership
position at the date of the execution of the SEA, as shown in Exhibit A attached
hereto, of the total issued acrd outstanding shares and/or options. This
anti-dilution provision shall not contemplate additional shares or options to
Employee ins the event that additional securities are offered publicly or
privately for the purpose of raising additional capital or as an incentive to a
strategic third xxxxx entity entering into a transaction with the Company. This
covenant is not withstanding Employees continuing employment with WPI, or his
ability to perform the duties and responsibilities outlined herein.
a. Subject only to WPI achieving a first year goal, outlined under the SEA, of
$2,000,000 (Two Million Dollars) in revenue and WPI receiving an additional
5,500,000 (Five Million Five Hundred Thousand) Warrants, exercisable at
$6.00 per share as anticipated in the SEA, then Employee shall immediately
be granted 333,667 of said options.
b. b. Subject only to WPI achieving a second year goal, outlined under the
SEA, of $5,000,000 (Five Million Dollars) in, revenue and WPI receiving an
additional 7,000,000 (Seven Million) Warrants, exercisable at $6.00 per
share as anticipated in the SEA, then Employee shall immediately be granted
1,112,222 of said options.
OTHER BENEFITS
9. COMPANY CAR. WPI shall provide four Employee, during the Term, a
high-line company car of Employee's choice for Employee's sole use with a
monthly payment of up to $1,200 per month. Should employee desire a company car,
which exceeds this monthly payment amount, Employee may elect same and
contribute the additional amount monthly as a payroll deduction. WPI shall be
responsible for all insurance and major service and maintenance on said company
car.
10. HEALTH INSURANCE. VWPI shall provide for Employee, during the Term,
health insurance for Employee, Employee's immediate family or life partner and
life partner's offspring. A life partner shall be defined herein as any adult
thereof residing with Employee, exempting the first 90 days of such
relationship. In case where Insurance Company is an issue, the salary will be
changed to equal the cost of said health insurance.
11. VACATIONS. WPI shall provide for Employee, during the Term, paid
vacations equal to those adopted as policy for senior executives of WPI, but in
no circumstances less than four (4) weeks per year. Pay for said vacations shall
be at least equal to Employees annual salary prorated on a weekly basis.
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Exhibit 10.5
12. LIFE INSURANCE PREMIUM. WPI shall provide Employee with an annual Life
Insurance of at least $500,000 where the beneficiary is a member of the
Employee's family or designated by the Employee.
ARBITRATION: The parties hereby submit all controversies, claims and matters of
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difference arising out of this Agreement to arbitration in Sarasota, Florida
according to the rules and practices of the American Arbitration Association
from time to time in force, This submission and agreement to arbitrate shall be
specifically enforceable.
ATTORNEY FEES: If any legal action or any arbitration or other proceeding is
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brought, for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys` fees and other costs incurred in that
action or proceeding, in addition to ,any other relief to which it may be
entitled.
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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