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EXHIBIT 10.08 EMPLOYMENT AGREEMENT
DiSX, Inc.
Employment Agreement
This Agreement is between J.Xxxxxx Xxxx, an employee, and Dynamic
Information System & eXchange, Inc., a Utah corporation with its principal
place of business at 000 Xxxx 000 Xxxxx, Xxxx, Xxxx 00000 (the "Company").
This Agreement controls those aspects of the employment relationship between
the Company and you which are specifically addressed herein; all other aspects
of the employment relationship are regulated under the general policies of the
Company as set forth in your job description, the Employee Handbook and as
amended from time to time.
In consideration of the benefits of employment by the Company and in
consideration of services to be provided by you to the Company, you covenant,
acknowledge and agree as follows, and the Company accepts such covenants,
acknowledgments and agreements.
1. Employee's Scope of Duties and Acknowledgment
1. While I am employed by the Company, I will devoted my full business
time, attention, skill and energy to the performance of the duties that the
Company may assign to me from time to time.
2. The Company is employing me with the understanding that (i)I am free
to enter into employment with the Company and (ii) only the Company is
entitled to the benefit of my work product. I acknowledge and recognize that
the covenants and agreements contained in this Agreement are material to and a
requirement of my employment with the Company.
2. Compensation
In exchange for the services to be rendered by the Employee to the Company
pursuant to this Agreement, the Company shall compensate the Employee in
accordance with the provisions set out in Exhibit A. The compensation and
benefits expressly provided for in this Agreement, together with any
additional compensation to which the Employee is entitled under the terms of
any incentive compensation plan of the Company in which the Company permits
the Employee to participate or under applicable law, shall constitute full
consideration for the services to be rendered by the Employee to the Company
under this Agreement.
3. Confidentiality of Trade Secrets
1. During the term of my employment, I will have access to and become
acquainted with various "Trade Secret," consisting of formulas, procedures,
programs, patterns, devices, inventions, processes, compilations of data and
information, sources of data and information, records, and specifications, all
of which are owned by the Company.
2. All formulas, files, records, documents, drawings, specifications,
programs, equipment and similar items relating to the business of the Company,
whether they are prepared by the Company or me, or come into the Company's
possession in any other way and whether or not they contain or constitute
Trades Secret owned by the Company, are and shall remain the exclusive
property of the Company and shall not be removed from the premises of the
Company under any circumstances whatsoever without the prior written consent
of the Company.
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3. I will not misuse, misappropriate, give, sell, furnish, nor disclose,
whether for consideration or for no consideration, and whether or not during
or following my employment with the Company, or at any other time thereafter,
any Trade Secrets described herein, directly or indirectly, or use them in any
way or manner, for my own benefit or the benefit of others, except as required
in the course and scope of my employment with the Company. I will not make
known to other person, firm or corporation the names, addresses or any other
information of any of the Company's customers or vendors, or call on,
solicity, or take away any of the customers of the Company on whom I called on
or with whom I became acquainted with during my employment herein.
4. I agree that the use or dissemination of any Trade Secrets as
described above, whether by me or by any other person or entity, constitutes
unfair trade practices. I agree to not employ unfair trade practices whether
during the time of my employ with the Company or at any time thereafter.
5. I agree that I will protect the Trade Secrets or confidential
information of other companies or third parties that I may have access to or
become acquainted with through my employment with the Company in the same
manner and with the same degree of confidentiality that I am required to
protect the Company's Trade Secrets or confidential information with.
6. Notwithstanding the foregoing, Trade Secrets do not include that is
(i) generally known to and readily ascertainable by the public through proper
means; (ii) properly and lawfully obtained from a completely independent
source; or (iii) required to be disclosed by court order or applicable law
(provided the Company shall be given notice and an opportunity to obtain a
protective order against such disclosure).
4. Termination of Employment
1. If my employment is terminated, I will participate in an exit
interview for the purposes of finalizing any remaining issues and assuring a
proper transition.
2. On or before the termination of my employment, I will return to the
Company all of the Company's property including, but not limited to,
equipment, documents, data, information and media pertaining to the past,
present, future or anticipated business, research, development, trade or
industry of the Company, my specific duties for the Company and Trade Secrets
in any form.
3. Upon termination of my employment with the Company, I agree that I
will not take with me, retain, use, disclose or disseminate any originals,
copies or reproductions of any documents, data or information, in any form
whatsoever, pertaining to any Trade Secrets or other Company's property,
except as otherwise authorized in this Agreement.
5. Prohibition Against Competitive Activities
For a period of one (1) year following termination of my employment with
Company, I will not work, directly or indirectly, for a competitor of the
Company, nor shall I establish a competing business.
6. At-Will Employment
I agree and understand that I am an employee at-will, unless the Company
and I agree otherwise in writing. At-will employment means that either the
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Company or I may terminate my employment at any time for any reason, with or
without notice, and with or without cause. Further, I acknowledge that the
Company has the right to change the terms of my compensation and benefits or
to reassign me to any are at any time.
7. Other terms
1. The terms of this Agreement shall survive termination of employment.
2. If any provision of this Agreement or the application thereof is held
invalid, the invalidity shall not affect other provisions or applications of
the Agreement which can be given effect without the invalid provisions or
applications and to this end the provisions of the Agreement are declared to
be severable.
3. I agree that irreparable harm shall be presumed if this Agreement is
breached in any way. Damages would be difficult if not impossible to
ascertain, and the faithful observance of all terms of the Agreement is an
essential condition to employment with the Company. Furthermore, this
Agreement is intended to protect the proprietary rights of the Company in
important ways, and even the threat of any misuse of the technology of the
Company would be extremely harmful because of the importance of that
technology. In light of these considerations, I agree that any court of
competent jurisdiction may immediately enjoin any breach of this Agreement,
upon request of the Company.
4. This Agreement shall be governed by and enforced under the laws of the
State of Utah and applicable federal law of the United State of America.
5. The failure of the Company to take any action under this Agreement or
the waiver of a breach of this Agreement shall not affect the Company's rights
to require performance hereunder or constitute a waiver of any subsequent
breach.
6. This Agreement may not be changed, modified, released, discharged,
abandoned, or otherwise terminated, in whole or in part, except by an
instrument in writing, signed by an authorized officer of the Company.
I ACKNOWLEDGE THAT, BEFORE SIGNING THIS AGREEMENT, I WAS GIVEN AN OPPORTUNITY
TO READ IT, EVALUATE IT, AND DISCUSS IT WITH MY PERSONAL ADVISORS AND WITH
REPRESENTATIVES OF XXXXXXX.XXX INC.
Effective this 6th Day of April, 1999.
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Employee: Dynamic Information System & eXchange, Inc.
/S/ J. Xxxxxx Xxxx /S/ Xxxxx X. Xxxxx
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Exhibit A
Compensation and Benefits
1. Base Salary. As compensation for the services to be rendered by J. Xxxxxx
Xxxx (the "Employee") described more fully in the Employment Agreement (the
"Agreement") between the Employee and xxxxxxx.xxx inc (the "Company"), the
Company shall pay to the Employee a base salary at the rate of eighty four
thousand ($84,000) per annum during the term of the Agreement (the "Base
Salary"), which shall be payable in periodic installments in accordance with
the standard payroll practices of the Company in effect from time to time, and
shall be subject to required tax and payroll withholdings. Whereas such
salary shall not be decreased during the term of this Agreement without the
consent of the Employee, it shall be subject to increase by the Board of
Directors which shall review the salary periodically, and at least annually.
2. Bonus. On the first anniversary of the date of the Agreement, and
provided and on condition that the Employee shall have remained in the
continuous full-time employ of the Company throughout such one-year period,
the Employee shall be paid a bonus to be based upon profitability and employee
performance to be determined by the board of directors.
3. Grant of Common Stock. Simultaneous with or promptly following the
execution and delivery of the Agreement, the Company will grant and issue to
the Employee common stock DiSX in the amount of fifty thousand (50,000) shares
of common stock.
4. Fringe Benefits. The Company shall also make available to the Employee,
throughout the period of his employment as described in the Agreement, such
benefits and perquisites as are generally provided by the Company to its
employees, including but not limited to eligibility for participation in any
group life, health, dental, vision, disability or accident insurance, pension
plan, profit-sharing plan, retirement savings plan, 401 (k) plan, or other
such benefit plan or policy which may presently be in effect or which may
hereafter be adopted by the Company for the benefit of its employees
generally; provided, however, that nothing herein contained shall be deemed to
require the Company to adopt or maintain any particular plan or policy.
5. Expenses. Throughout the period if the Employee's employment hereunder,
the Company shall also reimburse the Employee, upon presentment by the
Employee to the Company of appropriate receipts and vouchers therefor, for any
reasonable out-of-pocket business expenses incurred by the Employee in
connection with the performance of his duties and responsibilities listed in
the Agreement; provided, however, that no reimbursement shall be required to
be made for any expense which is not properly deductible (in whole or in part)
by the Company for income tax purposes, or for any expense item which has not
previously been approved of and to the extent required in accordance with the
Company's standard policies and procedures in effect from the time to time.
6. Vacation, etc.
a. Commencing on the date of this Agreement, the Employee shall be
entitled to take, from time to time, paid vacation in accordance with the
Company's standard employee policies, which vacations shall be taken at such
times as shall be mutually convenient to the Employee and the Company, and so
as not to interfere unduly with the conduct of the business of the Company.
b. The Employee shall further be entitled to paid holidays, personal days
and sick days in accordance with the Company's standard policies and
procedures in effect from time to time.
