EXHIBIT 10.21
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of ___________, 2000 (the "Effective Date") by and between 1st
NET TECHNOLOGIES, INC., a Colorado corporation (the "Company") and F. XXXXX
XXXXXXXXXXX (hereinafter referred to as "Executive"). The Company and
Executive are hereinafter collectively referred to as the "Parties," and
individually referred to as each or any "Party."
RECITALS:
A. The Company desires assurance of the association and services of
Executive in order to retain Executive's experience, skills,
abilities, background and knowledge, and is willing to engage
Executive's services on the terms and conditions set forth in this
Agreement.
B. Executive desires to be in the employ of the Company, and is willing
to accept such employment on the terms and conditions set forth in
this Agreement.
AGREEMENT:
In consideration of the foregoing premises and the mutual covenants
herein contained, and for other good and valuable consideration, the Parties,
intending to be legally bound, agree as follows:
1. Employment
1.1 The Company hereby employs Executive, and Executive hereby accepts
employment by the Company, upon the terms and conditions set forth in this
Agreement.
1.2 Executive shall be the Secretary of the Company and shall serve in
such other capacity or capacities as the Board of Directors of the Company may
from time to time prescribe.
1.3 Executive shall do and perform all services, acts or things necessary
or advisable to manage and conduct the business of the Company, and to perform
his other duties as described in the attached Exhibit A, provided, however,
that at all times during his employment Executive shall be subject to the
direction and policies from time to time established by the Board of Directors
of the Company.
1.4 Unless the Parties otherwise agree in writing, during the employment
term, Executive shall perform the services he is required to perform pursuant
to this Agreement at the Company's offices, located at in San Diego,
California, or at any other place at which the Company maintains an office;
provided, however, that the Company may from time to time require Executive to
travel to other locations in connection with the Company's business.
2. Loyal and Conscientious Performance.
2.1 Except as set forth below, Executive shall devote his full energies,
interest, abilities and productive time to the proper and efficient
performance of this Agreement.
2.2 Company acknowledges that Executive is presently an employee of
Children's Technologies, Inc., a Nevada corporation ("CTG"), of which Company
owns approximately sixty percent (60%) of the outstanding common stock as of
the Effective Date of this Agreement.
2.3 Further, notwithstanding the fact that Executive is an attorney
licensed in the State of California, Company shall at no time request, and
Executive shall at no time act, in any capacity as either the General Counsel
or an attorney for Company.
2.4 Company is relying instead on Executive's financial, business and
management skills as evidenced by Executive's prior employment as a Tax
Consultant and academic record of post-graduate tax and business school
education.
3. Employment At Will.
Executive understands and agrees that employment with the Company is at
will, which means that either Executive or the Company may terminate this
Agreement at any time, with or without cause or notice. In addition, the
Company reserves the right to eliminate or change any term or condition of
employment at any time with or without cause or notice. Executive further
agrees that only the Chief Executive Officer of the Company has authority to
make any agreement contrary to the terms in this Agreement, and any
modification of the at-will nature of the employment must be in writing and
executed by Executive and the Chief Executive Officer of the Company.
4. Compensation of Executive.
4.1 During each fiscal year during the term of this Agreement, the
Company shall pay Executive a salary (the "Base Cash Salary") of $2,000 per
month, payable in accordance with standard Company payroll procedures. Such
Base Salary shall be prorated for any partial employment on the basis of a 365
day fiscal year.
4.2 During each fiscal year during the term of this Agreement, the Company
shall pay Executive a salary (the "Base Stock Salary") of 5,000 shares of
Company's Common Stock per month, payable within fifteen (15) calendar days of
the last business day of the calendar month for which the Base Stock Salary
was earned.
4.3 Executive's compensation may be changed from time to time by mutual
agreement of Executive and the Board of Directors of the Company. Any such
agreement shall be evidenced by a written amendment of this Agreement, which,
among other things, shall specify with particularity any change in Executive's
compensation and the date or dates when each such change shall become
effective.
4.4 Executive's performance shall be reviewed by the Board of Directors of
the Company on a periodic basis (but not less than once in each fiscal year
during the term of this Agreement) and the Board may, in its sole discretion,
award such additional bonuses to Executive as shall be appropriate or
desirable based on Executive's performance.
4.5 All of Executive's compensation shall be subject to customary
withholding taxes and any other employment taxes as are commonly required to
be collected or withheld by the Company.
5. Other Benefits.
5.1 Executive shall be eligible to participate in and be covered by any
pension and profit sharing, life insurance, accident insurance, health
insurance, hospitalization, disability, medical reimbursement or other plan(s)
maintained from time to time by the Company for its employees.
5.2 During each fiscal year of the term of this Agreement, Executive
shall be entitled to vacation not to exceed fifteen (15) business days in each
such fiscal year at full salary. It is understood that all vacations shall be
taken during the year earned. Executive agrees that such vacation shall be
taken only at such times as the Company shall from time to time determine. In
addition to the above annual vacation, Executive shall be entitled to
additional time, also at full salary, to attend such professional meetings or
continuing professional education courses as the Board of Directors of the
Company shall from time to time determine. Executive shall be entitled to a
reasonable time off, also at full salary, for sickness or matters of personal
emergency up to a maximum of ten (10) days per year.
5.3 The Company shall pay on Executive's behalf, or reimburse Executive
for, expenses incurred in connection with his employment, including the cost
of attending professional conventions, meetings, and entertainment expenses
for entertainment aiding the development of the Company. Executive is
expected and encouraged to incur reasonable expenses for promotion, travel and
entertainment in the course of his employment, and the cost of such activities
shall be at the expense of Company.
6. Indemnification by the Company.
The Company shall, to the maximum extent permitted by law, indemnify and
hold Executive harmless against expenses, including reasonable attorneys'
fees, judgments, fines, settlements and other amounts actually and necessarily
incurred in connection with any proceeding arising by reason of Executive's
employment by the Company. The Company shall also advance to Executive any
expenses incurred in defending any such proceeding to the maximum extent
permitted by law.
7. Termination.
7.1 The Company may terminate this Agreement for cause by delivery of
written notice to Executive specifying the cause or causes relied upon for
such termination. Grounds for the Company to terminate this Agreement "for
cause" shall include the occurrence of any of the following events:
(a) Executive's performance of any action when specifically
instructed not to do so by the Board of Directors of the Company;
or
(b) Executive's conviction of any crime involving moral turpitude.
7.2 Any notice of termination given pursuant to this Section 7 shall
effect termination as of the date specified in such notice or, in the event no
such date is specified, on the last day of the month in which such notice is
delivered.
7.3 This Agreement shall terminate without notice upon the date of
Executive's death or the date when Executive becomes "completely disabled" as
that term is defined in Section 9.2.
7.4 If this Agreement is terminated pursuant to Sections 7.1 (a)
or 7.1(b), the Board of Directors of the Company may, in its sole discretion
and subject to its other obligations under this Agreement, relieve Executive
of his duties under this Agreement and assign Executive other duties and
responsibilities to be performed until the termination becomes effective.
8. Death or Disability During Term of Employment.
8.1 Upon termination of Executive's employment pursuant to Section 7.3,
Executive or his estate or personal representative, as the case may be, shall
be entitled to receive such portions of Executive's Base Salary set forth in
Section 4.1 for the periods described below following the date of death or the
date when Executive becomes completely disabled:
(a) 100% of Base Salary for first 6 months;
(b) 50% of Base Salary for months 7 through 12; and
(c) 25% of Base Salary for months 13 through 24.
8.2 To the extent Executive receives disability payments from Company's
disability policy during the above periods, such disability payments will
reduce the amounts payable to Executive under the above formula.
8.3 The term "completely disabled" as used in this Agreement shall mean
the inability of Executive to perform his duties under this Agreement because
he has become permanently disabled within the meaning of any policy of
disability income insurance covering employees of the Company then in force.
In the event the Company has no policy of disability income insurance covering
employees of the Company in force when Executive becomes disabled, the term
"completely disabled" shall mean the inability of Executive to perform his
duties under this Agreement by reason of any incapacity, physical or mental,
which the Board of Directors of the Company, based upon medical advice or the
opinions provided by two licensed physicians acceptable to the Board of
Directors of the Company, determines to have incapacitated Executive from
satisfactorily performing all of his usual services for the Company during the
foreseeable future. Based upon such medical advice or opinion, the action of
the Board of Directors of the Company shall be final and binding and the date
such action is taken shall be the date of such complete disability for
purposes of this Agreement.
9. Executive's Duties on Termination; Confidential Information.
Upon termination of this Agreement, Executive shall promptly deliver to
the Company all equipment, notebooks, documents, memoranda, reports, files,
books, correspondence, lists or other written or graphic records, and the
like, relating to the Company's business, which are or have been in
Executive's possession or under his control.
10. Assignment and Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Executive
and Executive's heirs, executors, administrators and legal representatives.
Neither this Agreement nor any rights or obligations under this Agreement
shall be assignable by Executive. This Agreement shall be binding upon and
inure to the benefit of the Company and its successors, assigns and legal
representatives.
11. Notices.
All notices or demands of any kind required or permitted to be given by
the Company or Executive under this Agreement shall be given in writing and
shall be personally delivered (and receipted for) or mailed by certified mail,
return receipt requested, postage prepaid, addressed as follows:
If to the Company:
1st Net Technologies, Inc.
00000 Xxxx Xxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Board of Directors
If to Executive:
F. Xxxxx Xxxxxxxxxxx, Esq.
0000 X. Xxxx Xx.
Xxx Xxxxx, Xxxxxxxxxx 00000
Any such written notice shall be deemed received when personally delivered
or three (3) days after its deposit in the United States mail as specified
above. Either Party may change its address for notices by giving notice to
the other Party in the manner specified in this section.
12. Choice of Law.
This Agreement is made in San Diego, California. This Agreement shall be
construed and interpreted in accordance with the laws of the State of
California.
13. Integration.
This Agreement contains the entire agreement of the parties relating to
the subject matter of this Agreement, and supersedes all prior oral and
written employment agreements or arrangements between the Parties. This
Agreement cannot be amended or modified except by a written agreement signed
by Executive and the Company.
14. Waiver.
No term, covenant or condition of this Agreement or any breach thereof
shall be deemed waived, except with the written consent of the Party against
whom the waiver is claimed, and any waiver of any such term, covenant,
condition or breach shall not be deemed to be a waiver of any preceding or
succeeding breach of the same or any other term, covenant, condition or
breach.
15. Severability.
The unenforceability, invalidity or illegality of any provision of this
Agreement shall not render any other provision of this Agreement
unenforceable, invalid or illegal.
16. Interpretation; Construction.
The headings set forth in this Agreement are for convenience only and
shall not be used in interpreting this Agreement. The Parties acknowledge
that each Party and its counsel has reviewed and revised, or had an
opportunity to review and revise, this Agreement, and the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement.
17. Representations and Warranties.
Executive represents and warrants that he is not restricted or prohibited,
contractually or otherwise, from entering into and performing each of the
terms and covenants contained in this Agreement, and that his execution and
performance of this Agreement will not violate or breach any other agreement
between Executive and any other person or entity.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
COMPANY: EXECUTIVE:
Children's Technology Group, Inc., a Nevada F. Xxxxx Xxxxxxxxxxx
CORPORATION
By: __________________________
By: ____________________________________ F. Xxxxx Xxxxxxxxxxx
Name: __________________________________
Title: _________________________________
By: ____________________________________
Name: __________________________________
Title: _________________________________
Exhibit A
EMPLOYMENT AND COMPENSATION
POSITION: Vice President of Business & Legal Affairs
DUTIES:
(1) Responsible for worldwide legal services for the Company, including
management and budgeting of in-house legal staff;
(2) Responsible for management and budgeting of worldwide outside legal
services for the Company, including selection of outside counsel and
negotiation of fee arrangements;
(3) Perform as Corporate Secretary of the Company;
(4) Perform other executive management activities (such as finance,
mergers & acquisitions and human resources) as may be determined jointly by
the Reporting Manager and the Employee from time to time; and
(5) Enhance the visibility and reputation of the Company in the venture
and software communities at the regional, national and international levels.
REPORTING MANAGER: Chief Executive Officer
SALARY: (1)
(2)
SIGNING BONUS:
VACATION: 10 paid vacation days per calendar year.
