EMPLOYMENT CONTRACT
Pacific Link Internet, Inc., a California corporation, doing business as
Global Pacific Internet, located at 000 Xxx Xxxx Xxxxx Xxxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxxxx 000000, hereinafter referred to as Employer, and Xxxxxx
Xxxx, whose address is 0 Xxx Xxxxx Xxxxx, Xxxxxx Xxxxxxxxxx 00000.
ARTICLE 1. TERM OF EMPLOYMENT
Specified Period
Section 1.01 Employer hereby employs Employee and Employee hereby accepts
employment with Employer for period of Five (5) years, beginning on January 1,
1998 and terminating on December 31, 2003.
Automatic Renewal
Section 1.02. This agreement shall be renewed automatically for Four (4)
additional consecutive terms of One (1) year each, unless either party gives
notice to the other at least Ninety (90) days prior to the expiration of any
term of its intention not to renew.
Employment Term Defined
Section 1.03. As used herein, the phrase employment term refers to the entire
period of employment of Employee by Employer hereunder, whether for the
periods provided above, or whether terminated earlier as hereinafter provided
or extended by mutual agreement between Employer and Employee.
ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE
General Duties
Section 2.01. Employee shall serve as the President of Employer. In his
capacity as Vice President, Employee shall do and perform all services, acts,
or things necessary or advisable to manage and conduct the business of
Employer, subject at all times to the policies set by Employer's Board of
Directors, and to the consent of the Board when required by the terms of this
agreement.
Matters Requiring Consent of Board of Directors
Section 2.02. Employee shall not, without specific approval of Employer's
Board of Directors, do or contract to do any of the following:
(1) Borrow on behalf of Employer;
(2) Continue to service any customer of Employer which has an outstanding
indebtedness to Employer in excess of $5,000.00;
Devotion to Employer's Business
Section 2.03. Unless agreed to in writing by Employer, (a) Employee shall
devote his entire productive time, ability, and attention to the business of
Employer during the term of this contract.
(b) Employee shall not engage in any other business duties or pursuits
whatsoever, or directly or indirectly render any services of a business,
commercial or professional nature to any other person or organization, whether
for compensation or otherwise, without the prior written consent of Employer's
Board of Directors.
(c) This agreement shall not be interpreted to prohibit Employee from making
passive personal investments or conducting private business affairs if those
activities do not materially interfere with the services required under this
agreement. However, Employee shall not directly or indirectly acquire, hold
or retain any interest in excess of Five (5%) per cent in any business
directly competing with the business of Employer.
Uniqueness of Employee's Services
Section 2.04. Employee hereby represents and agrees that the services to be
performed under the terms of this agreement are of a special, unique, unusual,
extraordinary, and intellectual character that gives them a peculiar value,
the loss of which cannot be reasonably or adequately compensated in damages in
an action at law. Employee therefore expressively agrees that Employer, in
addition to any other rights or remedies that Employer may possess, shall be
entitled to injunctive and other equitable relief to prevent or remedy a
breach of this agreement by Employee.
Indemnification for Negligence or Misconduct.
Section 2.05. Employee and Employer shall mutually indemnify and hold each
other harmless from all liability for loss, damage, or injury to persons or
property resulting from any breach of this agreement by the other.
Trade Secrets
Section 2.06. (a) The parties acknowledge and agree that during the term of
this agreement and in the course of the discharge of his duties hereunder,
Employee shall have access to and become acquainted with information
concerning the operation and processes of Employer, including without
limitation, financial, personnel, sales, scientific, and other information
that is owned by or proprietary to Employer and regularly used in the
operation of Employer's business, and that such information constitutes Employ
trade secrets.
(b) Employee specifically agrees that he shall not misuses, misappropriate, or
disclose any such trade secrets, directly or indirectly, to any other person
or use them in any way, either during the term of the agreement or at any
other time thereafter, except as is required in the course of his employment
hereunder.
(c) Employee acknowledges and agrees that the sale or unauthorized use or
disclose of any Employer's trade secrets obtained by Employee during the
course of his employment under this agreement, including information
concerning Employer's current or any future and proposed work, services, or
products are planned, under consideration, or in production, as well as any
descriptions thereof (Proprietary Information), constitute unfair competition
utilizing Employer's Proprietary Information, during the term of this
agreement or after termination hereof for a period of One (1) year after such
termination.
(d) Employee further agrees that all files, records, documents, drawings,
specifications, equipment, and similar items relating to Employer's business,
whether prepared by Employee or others, are and shall remain exclusively the
property of Employer and that they shall be removed from the premises or
Employer only with the express prior written consent of Employer's Board of
Directors.
ARTICLE 3. OBLIGATIONS OF EMPLOYER
Section 3.01 Employer shall provide Employee with office facilities, parking
privileges, office equipment, supplies and other facilities and services,
suitable to Employee's position and adequate for the performance of his
duties.
Indemnification of Losses of Employees
Section 3.01 Employer shall indemnify Employee for all losses sustained by
Employee in direct consequence of the discharge of his duties on Employers
behalf.
ARTICLE 4. COMPENSATION OF EMPLOYEE
Annual Salary
Section 4.01 (a) As compensation for the services to be performed hereunder,
Employee shall receive a guaranteed salary at the rate of Fifty Thousand
($50,000.00) dollars per annum, payable in equal monthly installments of Four
Thousand One Hundred Sixty Seven ($4,167.00) dollars during the employment
term. Said salary shall be reviewed and renegotiated every three (3) months
with the Directors of Employer. In the event Employer's financial condition
is such that it does not have the funds necessary to pay Employee his monthly
installments for a period of two (2) consecutive months, Employer may, by
action of its board of directors, reduce Employee's salary by 50%, until such
time as Employer's financial condition improves. Employer shall, at the
request of Employer on a "best efforts" basis.
Tax Withholding
Section 4.02. Employer shall have the right to deduct or withhold from the
compensation due to Employee hereunder any and all sums required for federal
income and Social Security taxes and all state or local taxes no applicable or
that may be enacted and become applicable in the future.
ARTICLE 5. EMPLOYEE INCENTIVES
Obligation to Sell and Right of Repurchase of Stock in Employer
Section 5.01. Employee is currently owner of Three Thousand Five Hundred Share
(3,500) of Common Stock of Employer. Employee agrees that the ownership of
the Common Stock is not conditioned upon Employee's continued employment by
Employer. In the event Employee's employment shall terminate, Employee shall
within Thirty (30) days after any such termination, sell transfer and convey
all his rights title and interest in any such owned Common Stock to Employer.
Employer shall pay Employee, as consideration for such stock, an amount equal
to the sum of the following: (i) $25.00 per share, and (ii) the pro rata share
of the Employer's profit to data, if any, as calculated per it's federal
corporation tax return (form 1120S), from the commencement data of employment
through such termination, minus any therefore distributions of profit made by
Employer to Employee.
ARTICLE 6. EMPLOYEE BENEFITS
Annual Vacation
Section 6.01. Employee shall be entitled to three (3) weeks vacation each
year, and those business days which fall between Christmas and New Year's day,
without loss of compensation. Employee may be absent from his employment for
vacation only at such times as Employer's Board of Directors shall determine
from time to time. In the event that Employee is unable for any reason to take
the total amount of vacation days authorized herein during and year, she shall
be entitled to use such untaken vacations days in the next year of employment.
ARTICLE 7 BUSINESS EXPENSES
Use of Credit Card
Section 7.02. (a) Employer shall promptly reimburse Employee for all other
reasonable business expenses incurred by Employee in connection with the
business of Employer.
(b) Each such expenditure shall be reimbursable only if it is of a
nature qualifying it as a xxxxx deduction on the federal and state income tax
return of Employer.
(c) Each such expenditure shall be reimbursable only if Employee
furnishes to Employer adequate records and other documentary evidence required
by federal and state statutes and regulations issued by the appropriate taxing
authorities for the substantiation of each such expenditure as an income tax
deduction.
Notwithstanding the forgoing, Employee shall not incur expenses in excess of
Five Hundred ($500.00) dollars, excluding expenses incurred in connection with
travel outside of the metropolitan Los Angeles area, without obtaining the
prior consent of Employer, which consent shall not be unreasonably withheld or
delayed.
Repayment of Disallowed Expenses
Section 7.03. In the event that any expenses paid for Employee or any
reimbursement of expenses paid to Employee shall, on audit or other
examination of Employer's income tax returns, be determined not to be allowed
deductions from Employer's gross income because of Employee's
misrepresentation or characterization of such expenses, and in further event
that this determination shall be acceded to by the Employer or made final by
the appropriate federal or state taxing authority or a final judgment of a
court of competent jurisdiction, and no appeal is taken from the judgment or
the applicable period for filing notice of appeal has expired, Employee shall
repay to Employer the full amount of the disallowed expenses.
ARTICLE 8. TERMINATION OF EMPLOYMENT
Termination for Cause
Section 8.01. (a) Employer reserves the right to terminate this agreement
if Employee willfully breaches or habitually neglects the duties which he is
required to perform under the terms of this agreement; or commits such acts of
dishonesty, fraud, misrepresentation or other acts of moral turpitude as would
prevent the effective performance of his duties.
(b) Employer may at its option terminate this agreement for the
reasons stated in this section by giving written notice of termination to
Employee without prejudice to any other remedy to which employer maybe
entitled either at law, in equity, or under this agreement. Not withstanding
the foregoing, as a condition precedent to such termination, Employer shall
have provided Employee with written notice of his breach, setting forth in
detail the cause thereof, and providing Employee with an opportunity to
respond to such claim.
(c) The notice of termination required by this section shall specify
the ground for the termination and shall be supported by a statement of
relevant facts.
(d) Termination under this section shall be considered "for cause"
for the purposes of this agreement.
Termination by Employee
Section 8.02 Employee may terminate his obligations under this agreement by
giving Employer at least Thirty (30) days notice in advance. In the event
Employee shall terminate his obligations hereunder, Employee shall not be
entitled to any payment of unpaid annual salary from Employer.
ARTICLE 9. GENERAL PROVISIONS
Notices
Section 9.01 Any notices to be given hereunder by either party to the other
shall be in writing and may be transmitted by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this agreement, but each party may change that
address by written notice in accordance with this section. Notices deliver
personally shall be deemed communicated as of the date of actual receipt;
mailed notice shall be deemed, communicated as of the date of mailing.
Arbitration
Section 9.02 (a) Any controversy between Employer and Employee involving
the construction or application of any of the terms, provision, or conditions
of this agreement shall on the written request of either party served on the
other be submitted to arbitration. Arbitration shall comply with and be
governed by the provisions of the California Arbitration Act.
(b) Employer and Employee shall each appoint one person to hear and
determine the dispute. If the two persons so appointed are unable to agree,
then those persons shall select a third impartial arbitrator whose decision
shall bed final and conclusive upon both parties.
(c) The cost of arbitration shall be borne by the losing party or in
such proportions the arbitrators decide.
Attorney's Fees and Costs
Section 9.03. If any action at law or in equity is necessary to enforce
or interpret the terms of this agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs, and necessary disbursement in
addition to any other relief to which that party may be entitled, This
provision shall be construed as applicable to entire agreement.
Consents
Section 9.04. Employer agrees that all consents required of it hereunder
shall neither be unreasonably withheld nor delayed.
Entire Agreement
Section 9.05. This agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect to the
employment of Employee by Employer and contains all of the covenants and
agreements between the parties with respect to that employment in any manner
whatsoever. Each party to this agreement acknowledges that no representation,
inducements, promises, or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodies
herein, and that no other agreement, statement, or promise not contained in
this agreement shall be valid or binding on either party.
Modifications
Section 9.06. Any modification of this agreement will be effective only
if it is writing and signed by the party to be charged.
Effective of Waiver
Section 9.07. The failure of either party to insist on strict compliance
with any of the terms, covenants, or conditions of this agreement by the other
party shall not be deemed a waiver of that term, covenant, or condition, nor
shall any waiver or relinquishment of any right or power at any one time or
times be deemed a waiver or relinquishment of that right or power for all or
any other times.
Partial Invalidity
Section 9.08. If any provision in this agreement is held by a court of
competent jurisdiction to be valid, void, or unenforceable, the remaining
provision shall nevertheless continue in full force without being impaired or
invalidated in any way.
Facsimile Signatures
Section 9.09 Any signed copy of this agreement or of any other document
or agreement referred to herein, or copy or counterpart thereof, delivered by
facsimile transmission, shall for all purposes be treated as if it were
delivered containing an original manual signature of the party whose
signatures appears in the facsimile, and shall be binding upon such party in
the same manner as though an originally signed copy had been delivered.
Law Governing Agreement
Section 9.10. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Executed on __________, 1997, at Orange, California.
Employer:
Pacific Link Internet, Inc., a California corporation
by: /s/ Xxxx Xxxxxxxxx
its: CEO
Employee:
/s/ Xxxxxx Xxxx
- ---------------
Xxxxxx Xxxx
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement is dated as of the 1st day
of January 1999, by and between Xxxxxx Xxxx (Employee) and Pacific Link
Internet, Inc., a California corporation doing business as Global Pacific
Internet (Employer).
The parties hereby agree to amend that certain Employment Agreement dated
as of _______, 1997 (the "Employment Agreement"), as set forth below:
Section 4.01 (a) of the Agreement is hereby amended to provided for a
guaranteed salary of $70,000 per year.
Article 6 is hereby amended by adding the following Section 6.02.
"Car Allowance
Section 6.02 Employee shall be entitled to a car allowance of $500
per month during the term of this Agreement. In this regard Employee shall be
responsible for the payment of all expenses relating to the use of such car."
Excepted as expressly provided herein, this Agreement shall not alter,
amend, or otherwise modify the terms and provisions of the Employment
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date fires above written.
Employee Employer
/s/ Xxxxxx Xxxx
- --------------- By: /s/ Xxxx Xxxxxxxxx
Xxxxxx Xxxx Name:Xxxx Xxxxxxxxx
Its: CEO
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement is dated as of the 1st day
of January 1999, by and between Xxxx Xxxxxxxxx (Employee) and Pacific Link
Internet, Inc., a California corporation doing business as Global Pacific
Internet (Employer).
The parties hereby agree to amend that certain Employment Agreement dated
as of _______, 1997 (the "Employment Agreement"), as set forth below:
1. Section 4.01 (a) of the Agreement is hereby amended to provided for a
guaranteed salary of $98,000 per year.
2. Article 6 is hereby amended by adding the following Section 6.02.
"Car Allowance
Section 6.02 Employee shall be entitled to a car allowance of $500
per month during the term of this Agreement. In this regard Employee shall be
responsible for the payment of all expenses relating to the use of such car."
3. Excepted as expressly provided herein, this Agreement shall not alter,
amend, or otherwise modify the terms and provisions of the Employment
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date fires above written.
Employee Employer
/s/ Xxxx Xxxxxxxxx
- ------------------ By: /s/ Xxxxxx Xxxx
Xxxx Xxxxxxxxx Name:Xxxxxx Xxxx
Its: President
