Exhibit 10
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made effective as of 15 June
2000, by and between: Central Capital Venture Corporation (alternatively the
"Employer" or the "Company") located at 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, 00000; and Xxxxx X Xxxxxxxx 4th, c/o AWE Paradigm
Corporation, 000 Xxxxx Xxxxxxxxx Xxxxxxxxx: PMB# 38, Xxx Xxxxxxx, XX, 00000 (the
"Employee").
A. Employer is engaged in the business of a Business Development
Company. The Employee will primarily perform the job duties at the
following location: 0000 Xxxxxxxxx Xxxx, 000 Xxxxxxx Xxxx,
Xxxxxxxx Xxxxxxx, XX, 00000.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as Chief Executive
Officer. Employee shall provide to Employer the following services: Usual and
customary as Chief Executive Officer; to seek out all investment opportunities
for the Company's Investment Portfolio; and to work with investing public as
well as brokerage offices. Employee shall maintain full responsibility to raise
the necessary capital for Employer and for Employer's Investee Company's.
Employee accepts and agrees to such employment, subject to the general
supervision, advice and direction of the Board of Directors and other such
supervisory panels when made available. Employee shall also perform (i) such
other duties as are customarily performed by an employee in a similar position;
and (ii) such other and unrelated services and duties as may be assigned to
Employee from time to time by Employer's Board of Directors, which would be
customarily performed if so needed.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Employer agrees, from
time to time, to provide Employee with a written articulation of duties and
expectations. Such duties shall be provided at such place(s) as the needs,
business, or opportunities of the Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided
by the Employee under this Agreement, Employer will pay Employee an annual
salary of $50,000.00 payable in accordance with the Employer's usual payroll
procedures. Upon termination of this Agreement, payments under this paragraph
shall cease; provided, however, that the Employee shall be entitled to payments
for periods or partial periods that occurred prior to the date of termination
and for which the Employee has not yet been paid, and for any commission(s)
earned in accordance with the Employer's customary procedures, if applicable.
Accrued vacation will be paid in accordance with state law and the Employer's
customary procedures. This section of the Agreement is included only for
accounting and payroll purposes and should not be construed as establishing a
minimum or definite term of employment.
4. BONUS PAYMENTS. In addition to the payments made under the preceding
paragraph, Employer will make Bonus payments to the Employee based upon three
(3%) percent of the net increase of the Company's investment portfolio, as
demonstrated by the net year end liquidation (sale minus cost of sale) of each
individual portfolio security the Company may own during Xxxxxxxx' tenure,
excluding the securities of DataNet Information Systems, Inc. and Digi Commerce
Corporation. Bonus Payments may be made in cash, Common Stock of Company or in
any combination of cash and Company's Common Stock (with Common Stock to be paid
at no less than net asset value) as the Board of Directors and the Employee then
agree upon. This bonus will be paid semi-annually on the 15th day of August and
the 15th day of February, for the month, each payment corresponding to the
semi-annual period that ended approximately forty five (45) days prior to the
payment date.
A. ACCOUNTING. The Employer shall maintain records in sufficient
detail for purposes of determining the amount of the commission.
The Employer shall provide to Employee a written accounting that
sets forth the manner in which the bonus payment was calculated.
B. RIGHT TO INSPECT. The Employee, or the Employee's agent, shall have
the right to inspect Employer's records for the limited purpose of
verifying the calculation of the commission payments, subject to
such restrictions as Employer may reasonably impose to protect
the confidentiality of the records. Such inspections shall be
made during reasonable business hours as may be set by Employer.
C. DEATH OF THE EMPLOYEE. If Employee dies during the term of this
Agreement, Employee shall be entitled to payments or partial bonus
payments for the period ending with the date of Employee's death.
Partial bonus payments shall be based on the same formula as
indicated in Section 4 of this heading, however tenure will be
terminated simultaneously with demise of the Employee.
5. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The
Employer will reimburse Employee for the following "out-of-pocket" expenses in
accordance with Employer policies in effect from time to time. All expenses
must be reasonable and customary for an early-stage Company with limited
operating capital. Any expense over $1,000 must be pre-approved by Employer's
Board of Directors, all expenses must be verified on an employee expense record
and accompanied by and itemized xxxx for payment. Payment must be authorized by
the Board of Directors or by that Committee in which the Board of Directors
chooses to oversee such activities, specifically: (a) travel expenses, (b) meals
and entertainment, and (c) professional dues and fees.
6. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide
Employer with all information, suggestions, and recommendations regarding
Employer's business, of which Employee has knowledge, which will be of benefit
to Employer.
7. CONFIDENTIALITY. Employee recognizes Employer has and will have
confidential and proprietary (i.e. not publicly disclosed) information regarding
it's Investee Companies and its Potential Investee Companies in which it may be
held liable for the distribution of that confidential information, including but
not limited to the following: inventions, machinery, products, prices,
apparatus, costs, discounts, future plans, business affairs, processes, trade
secrets, technical matters, customer lists, product design, copyrights, any and
all, and other vital information (collectively the "Information") which are
valuable, special and unique assets of Employer, its Investee Companies, and it
Potential Investee Companies. Employee agrees that the Employee will not at any
time or in any manner, either directly or indirectly, divulge, disclose, or
communicate any Information to any third party without the prior written consent
of the Employer. Employee will protect the Information and treat it as strictly
confidential. A violation by Employee of this paragraph shall be a material
violation of this Agreement and will justify legal and/or equitable relief.
8. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee
has disclosed (or has threatened to disclose) proprietary information in
violation of this Agreement, information which has not yet been made publicly
available, Employer shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
9. TERM/TERMINATION. Employee's employment under this Agreement shall be
for six (6) months with six (6) month extensions, beginning on or about 15 June
2000. Either party upon one month written notice may terminate this Agreement.
If Employee is in violation of this Agreement, Employer may terminate employment
without notice and with compensation to Employee only to the date of such
termination. The compensation paid under this Agreement shall be the Employee's
exclusive remedy.
10. TERMINATION FOR DISABILITY. Employer shall have the option to
terminate this Agreement, if Employee becomes permanently disabled and is no
longer able to perform the essential functions of the position with reasonable
accommodation. Employer shall exercise this option by giving one month written
notice to Employee.
11. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with all
of the rules and regulations of Employer.
12. RETURN OF PROPERTY. Upon termination of this Agreement, the
Employee shall deliver all property (including keys, records, notes, data,
memoranda, models, and equipment) that is in the Employee's possession or under
the Employee's control, which is Employer's property or related to Employer's
business. Any separate confidentiality or proprietary rights agreement signed
by the Employee shall govern such obligation.
13. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage paid, addressed as follows:
if to Employer: Central Capital Venture Corporation
---------------- 0000 Xxxxxxxxx Xxxx Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
If to Employee: Xxxxx X Xxxxxxxx 4th
c/o AWE Paradigm Corporation
000 Xxxxx Xxxxxxxxx Xxxxxxxxx: PMB# 38
Xxx Xxxxxxx, XX 00000
Either party may change such addresses from time to time by providing written
notice in the manner set forth above.
14. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
15. AMENDMENT. This Agreement may be modified or amended, if the
amendment is made in writing and is signed by both parties.
16. SEVERABILITY. If any provisions of this Agreement shall be held to
be invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
18. APPLICABLE LAW. The laws of the State of California shall govern
this Agreement.
FOR EMPLOYER CENTRAL CAPITAL VENTURE CORPORATION -
BY: ____________________________________
XXX XXX XXXXXXX [date]
CEO PRESIDENT
AGREED TO AND ACCEPTED: FOR EMPLOYEE -
-------------------------
BY: ____________________________________
XXXXX X XXXXXXXX 4TH [date]
