EX-10.7
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made, entered into, and
effective as of January 1, 2000 ("Effective Date"), by and between
Internet Business' International, a Nevada corporation (the "Company")
and Xxxxx Xxxxxx ("Cherry").
RECITALS
WHEREAS, COMPANY desires to benefit from Cherry's expertise and
employ Cherry as President and Cherry is willing to accept such employment.
NOW, THEREFORE,in consideration of the mutual covenants and
conditions contained herein, the parties hereto hereby agree as follows:
AGREEMENT
ARTICLE I
Term and Duties
The Company hereby employs Cherry as President as of the Effective
Date and Cherry agrees to enter into and remain in the employ of the
Company until five years from the date of this Agreement unless (i)
this Agreement is terminated as provided hereinbelow; or (ii) this
Agreement is extended by mutual agreement of the parties. Cherry shall
faithfully and diligently perform all professional duties and acts as
President as may be reasonably requested of Cherry by the Company or
its officers consistent with the function of a President of a
comparable business holding company.
ARTICLE II
Duties
2.1 Cherry agrees to perform Cherry's services to the best of his
ability. Cherry agrees throughout the term of this Agreement to devote
sufficient time, energy and skill to the business of the Company and to
the promotion of the best interests of the Company. The Company
understands and agrees that Cherry may from time to time undertake
business opportunities so long as they do not conflict with his duties
to the Company and hereby waives any claim it may have with respect to
Cherry's undertaking such opportunities.
ARTICLE III
Compensation
3.1 Subject to the termination of this Agreement as provided
herein, the Company shall compensate Cherry for his services hereunder
at an annual salary ("Salary") of One Hundred Eighty Thousand Dollars
($180,000.00) payable in semi-monthly installments in accordance with
the Company's practices, less normal payroll deductions.
3.2 In addition to the Salary as defined above, the Company
agrees to the following schedule:
a. On the first year's anniversary of this Agreement, Cherry's
salary shall be $20,000 per month
b. On the second year's anniversary of this Agreement, Cherry's
salary shall be $25,000 per month and continue on thereafter.
3.3 In addition to the compensation set forth above, the Company
shall periodically review Cherry's performance and services rendered
with a view to paying discretionary bonuses based upon above-average or
outstanding performance for a prior period. Any such bonuses approved
by the Company shall be paid to Cherry within 30 days of the grant
thereof. The following performance milestones shall justify the
particular stock bonuses, in unrestricted stock, which are cumulative,
to be issued by the Company, as below:
a. At $ 2 million in sales, 500,000 shares of IBI stock.
b. At $ 3 million in sales, 800,000 shares of IBI stock.
c. At $ 5 million in sales, 1,000,000 shares of IBI stock.
d. At $ 8 million in sales, 2,000,000 shares of IBI stock.
e. At $ 10 million in sales, 2,500,000 shares of IBI stock.
f. At $ 12 million in sales, 3,000,000 shares of IBI stock.
3.4 In addition to the Salary and bonuses stated above,
commencing with the Effective Date, Cherry shall be eligible to
participate in a health insurance plan, including dependent coverage,
supplied by the Company. Cherry shall be entitled to participate in
any and all group life, workers' compensation, health plan or
accidental insurance plans which are adopted by the Company for the
benefit of executive officers or employees. Cherry shall be entitled
to such sick leave and paid holidays and to such other perquisites of
employment, as customarily are extended by the Company to executive
officers or employees. In addition, Cherry shall be entitled to such
other benefits as the Company may elect to provide generally, from time
to time, to executive officers or employees. Cherry shall be entitled
to the following vacation benefits:
i. 4 weeks on first year anniversary
ii. 5 weeks on second year anniversary
iii. 6 weeks on third year anniversary and thereafter.
3.5 If for any reason, including but not limited to malfeasance,
misfeasance, and/or nonfeasance, or layoff, the Company decides to
terminate Cherry, then the Company shall immediately pay, meaning
within five (5) calendar days, the following: The sum of $500,000 plus
all of the stock set forth in paragraph 3.3, above.
3.7 If for any reason Xxxx wishes to retire, becomes
incapacitated, or is otherwise unable to continue employment with the
Company, he shall continue receiving compensation at the current rate
for the next three years.
ARTICLE IV
Expenses
The Company shall reimburse Cherry for all reasonable business
related expenses incurred by Cherry in the course of his normal duties
on behalf of the company. In reimbursing Cherry for expenses, the
ordinary and usual business guidelines and documentation requirements
shall be adhered to by the Company and Cherry. Cherry shall receive a
car allowance of $400 per month.
ARTICLE V
Binding Effect
This Agreement shall be binding upon and inure to the benefit of
the parties hereto their respective devisees, legatees, heirs, legal
representatives, successors, and permitted assigns. The preceding
sentence shall not affect any restriction on assignment set forth
elsewhere in this Agreement.
ARTICLE VI
Arbitration
If a dispute or claim shall arise between the parties with respect
to any of the terms or provisions of this Agreement, or with respect to
the performance by any of the parties under this Agreement, then the
parties agree that the dispute shall be arbitrated in Orange County,
California before a single arbitrator, in accordance with the rules of
Judicial Arbitration and Mediation Services, Inc./Endispute
("JAMS/Endispute").
ARTICLE VII
Notices
Any notice, request, demand, or other communication given pursuant
to the terms of this Agreement shall be deemed given upon delivery, if
hand delivered or delivered via facsimile, or Forty-Eight (48) hours
after deposit in the United States mail, postage prepaid, and sent
certified or registered mail, return receipt requested, correctly
addressed to the addresses of the parties indicated below or at such
other address as such party shall in writing have advised the other
party.
If to the Company:
0000 Xxxxx Xxxxxx, #000
Xxxxxxx Xxxxx, XX 00000
If to Cherry:
00000 Xxxxxx Xxxxx Xxxx
Xxxxxx Xxxxx, XX 00000
ARTICLE VIII
Assignment
Subject to all other provisions of this Agreement, any attempt to
assign or transfer this Agreement or any of the rights conferred
hereby, by judicial process or otherwise, to any person, firm, company,
or corporation without the prior written consent of the party, shall be
invalid, and may, at the option of such other party, result in an
incurable event of default resulting in termination of this Agreement
and all rights hereby conferred.
ARTICLE IX
Choice of Law
This Agreement and the rights of the parties hereunder shall be
governed by and constructed in accordance with the laws of the Sate of
California including all matters of construction, validity,
performance, and enforcement and without giving effect to the
principles of conflict of laws.
ARTICLE X
Jurisdiction
The parties submit to the jurisdiction of the Courts of the State
of California or a Federal Court empaneled in the State of California
for the resolution of all legal disputes arising under the terms of
this Agreement, including, but not limited to, enforcement of
arbitration award.
ARTICLE XI
Entire Agreement
Except as provided herein, this Agreement contains the entire
agreement of the parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this
Agreement. There are no representations, agreements, arrangements, or
understandings, oral or written, between and among the parties hereto
relating to the subject matter of this Agreement that are not fully
expressed herein.
ARTICLE XII
Severability
If any provision of this Agreement is unenforceable, invalid, or
violates applicable law, such provision, or unenforceable portion of
such provision, shall be deemed stricken and shall not affect the
enforceability of any other provisions of this Agreement.
ARTICLE XIII
Captions
The captions in this Agreement are inserted only as a matter of
convenience and for reference and shall not be deemed to define, limit,
enlarge, or describe the scope of this Agreement or the relationship of
the parties, and shall not affect this Agreement or the construction of
any provisions herein.
ARTICLE XIV
Counterparts
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.
ARTICLE XV
Modification
No change, modification, addition, or amendment to this Agreement
shall be valid unless in writing and signed by all parties hereto.
ARTICLE XVI
Waiver
No waiver of any breach, covenant, representation, warranty, or
default of this Agreement by any party shall be considered to be a
waiver of any other breach, covenant representation warranty or default
of this Agreement.
ARTICLE XVII
Interpretation
The terms and conditions of this Agreement shall be deemed to have
been prepared jointly by all of the Parties hereto. Any ambiguity or
uncertainty existing hereunder shall not be construed against any one
of the drafting parties, but shall be resolved by reference to the
other rules of interpretation of contracts as they apply in the State
of California.
ARTICLE XVIII
Attorneys' Fees
Except as otherwise provided herein, if a dispute should arise
between the parties including, but not limited to arbitration, the
prevailing party shall be reimbursed by the non-prevailing party for
all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees.
ARTICLE XIX
Taxes
Any income taxes required to be paid in connection with the
payments due hereunder, shall be borne by the party required to make
such payment. Any withholding taxes in the nature of a tax on income
shall be deducted from payments due, and the party required to withhold
such tax shall furnish to the party receiving such payment all
documentation necessary to prove the proper amount to withhold of such
taxes and to prove payment to the tax authority of such required
withholding.
ARTICLE XX
Not for the Benefit of Creditors of Third Parties
The provisions of this Agreement are intended only for the
regulation of relations among the parties. This Agreement is not
intended for the benefit of creditors of the parties or other third
parties and no rights are granted to creditors of the parties or other
third parties under this Agreement.
ARTICLE XXI
Defense and Indemnity
Should Cherry be sued and/or prosecuted with respect to any act
performed as part of his duties of office or any failure to act, then
the Company shall defend, indemnify, retain legal counsel and otherwise
hold him harmless for costs of defense, settlements, sanctions or
awards.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the Effective Date.
"Company" "Cherry"
Internet Business's International
By: /s/ Xx Xxxx /s/ Xxxxx Xxxxxx
Xx Xxxx, CEO Xxxxx Xxxxxx
