Exhibit 10.14
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is entered into as of
September 3, 1999, among Xxxxxxxxxx.xxx, Inc., a California corporation (the
"Company"), and Xxxxx Xxxxxx (the "Executive").
R E C I T A L S :
A. This agreement replaces the employment letter offer of September 9,
1997 between the Company and the Executive and any other written or verbal
agreements relating to employment with Company.
B. The purpose of this Agreement is to set forth the terms and provisions
of employment of the Executive as President and CEO of the Company.
C. For the purpose of this Agreement the "Date of Hire" is set as
September 15, 1997.
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
(1) Position: Executive will serve as Chief Executive Officer and President of
the Company. Executive will report directly to the Board of Directors of the
Company.
(2) Compensation: Executive will be paid an annual salary of $105,000,
effective July 1, 1999. Executive's performance will be subject to review, with
any appropriate compensation adjustments, at least annually, after the effective
date of hire. A further review will be made when an IPO is completed.
(3) Benefits: Executive will continue to receive 100% medical benefits under
the Company's Blue Cross Group Plan. Vacation will paid at the rate of three
weeks per year, effective as of January 1, 1999.
(4) Previous Stock Options: This section replaces the original employment
offer of 3-5% non dilutable stock options based on 12,000,000 shares outstanding
at the time of the DPO and at $.25 per share. Executive will be granted stock
options per the Company's Stock Option Plan as follows:
480,000 shares at $0.25 per share vested over five (5) years starting from
Executive's date of hire. 96,000 shares vested on 9-15-98 and 96,000
shares will vest this year on 9-15-99, 96,000 shares on 9-15-2000, 96,000
shares on 9-15-2001, and 96,000 shares on 9-15-2002.
120,000 shares at $0.25 per share for Executive's efforts on the DPO,
vested 5-31-1999.
(5) New Stock Incentives: Executive will be granted new stock options per
the Company's Stock Option Plan as follows:
200,000 shares at $0.25 per share upon a successful IPO and/or merger
and/or acquisition of Xxxxxxxxxx.xxx.
EXECUTIVE EMPLOYMENT AGREEMENT
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Upon the company accepting 1 million dollars or larger of mezzanine
financing at $4.00 or more per share, the executive will receive 25,000
shares $0.25 per share per 1 million dollars raised, vested over a four
year period. Dollars raised must be directly attributed to the Executives'
efforts.
50,000 shares at $2.50 per share vested over a four-year period the Company
reaching a gross monthly revenue of one hundred thousand dollars ($100,00).
50,000 shares at $2.50 shares vested over a four-year period upon the
company reaching a break even monthly revenue.
(6) Confidentiality: Terms of this agreement are not to be revealed by you to
anyone outside of your immediate family.
(7) Termination: Executive serves at the will of the Board of Directors
and may be terminated at any time as outlined in the Company's Bylaws.
If during your tenure the control of the Company changes through a merger
or acquisition and if as a result, your employment is terminated, the Company
will provide you a severance package. The package consists of six months of your
base salary and full vesting of any outstanding stock options. The six salary
payments will be made during the first six consecutive months after your
termination.
(8) Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements, whether written or oral, and shall not be
modified except by a writing signed by the parties hereto.
(9) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
(10) Headings. The headings in this Agreement are for convenience only and shall
not alter or otherwise affect the meaning hereof.
(12) No Waiver. No waiver of any of the provisions contained in this Agreement
shall be valid unless made in writing and executed by the waiving party. It is
expressly understood that in the event any party shall on any occasion fail to
perform any term of this Agreement and the other parties shall not enforce that
term, the failure to enforce on that occasion shall not prevent enforcement of
that or any other term hereof on any other occasion.
(13) Severability. If any section of this Agreement is held invalid by any law,
rule, order, regulation, or promulgation of any jurisdiction, such invalidity
shall not affect the enforceability of any other sections not held to be
invalid.
(14) Counterparts. This Agreement and any amendment thereof may be executed in
two or more counterparts, each of which shall be deemed an original for all
purposes.
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxx
________________________________ ____________________________
Xxxxx X. Xxxxxxxx Xxxxx Xxxxxx
Chairman of The Board President and CEO
Xxxxxxxxxx.xxx, Inc. Xxxxxxxxxx.xxx, Inc.
00000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
EXECUTIVE EMPLOYMENT AGREEMENT
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