EXHIBIT 10.75
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated effective as of October 1, 2000 between
WORLDWIDE WEB NETWORX CORPORATION, a Delaware corporation (the "COMPANY"), and
R. XXXXX XXXXXXXXXX (the "EXECUTIVE"), an individual residing at 0000 Xxxxxxx
Xxxx, Xxxxxxxxx, XX 00000.
RECITAL:
The parties hereto desire to enter into this Agreement to provide for the
employment of the Executive by the Company and for certain other matters in
connection with such employment, all as set forth more fully in this Agreement.
NOW, THEREFORE, in consideration of the premises and covenants set forth
herein, and intending to be legally bound hereby, the parties to this Agreement
hereby agree as follows:
1. DUTIES. The Company agrees that the Executive shall be employed by
the Company as its Chief Financial Officer, and the Executive agrees to be so
employed, to devote his best efforts and substantially all of his business time
to advance the interests of the Company and to perform such executive,
managerial, administrative and other duties as are from time to time assigned to
him by the Chief Executive Officer of the Company and are consistent with his
position as a senior executive of the Company.
2. TERM. Subject to SECTIONS 4 AND 5, the initial term of the
Executive's employment hereunder shall commence as of October 1, 2000 and shall
continue for a term of 3 years, until September 30, 2003 (the "EXPIRATION
DATE"). If either party elects not to renew this Agreement following the
Expiration Date, or if the parties are otherwise unable to agree to mutually
acceptable terms for a renewal period within 90 days prior to the Expiration
Date, then (subject to the provisions of SECTION 16) this Agreement shall
terminate effective as of the Expiration Date.
3. COMPENSATION.
(A) SALARY. During the term of his employment under this
Agreement, the Executive shall be paid an annual salary at a rate of not less
than $150,000 (the "BASE SALARY"). The Base Salary may be increased from time to
time by the Board of Directors of the Company (the "BOARD") in its sole and
absolute discretion. The Board shall review the Base Salary at least annually at
the end of each fiscal year of the Company. The Base Salary shall be paid in
accordance with the Company's regular payroll practices.
(B) BONUSES. At the end of each fiscal year of the Company that
ends during the term of this Agreement and at such other times as the Board
determines, the
Board shall consider the award of a performance bonus to the Executive for such
fiscal year. The award of any bonus shall be in the sole discretion of the
Board.
(C) FRINGE BENEFITS. The Executive shall be entitled to
participate in all insurance, vacation and other fringe benefit programs of the
Company to the extent and on the same terms and conditions as are accorded to
other officers and key executives of the Company from time to time.
(D) REIMBURSEMENT OF EXPENSES. The Executive shall be reimbursed
for all normal items of travel, entertainment and miscellaneous business
expenses reasonably incurred by him on behalf of the Company, provided that such
expenses are documented and submitted in accordance with the reimbursement
policies of the Company as in effect from time to time.
(E) STOCK OPTIONS. The Company shall adopt an employee stock
option plan (the "Plan") and grant the Executive options to purchase 500,000
shares of the Common Stock of the Company, on the terms and subject to the
conditions set forth in the Plan, which shall vest as follows:
LENGTH EMPLOYED % OF OPTIONS VESTING
--------------- --------------------
0-12 months 50%
over 12 months 50%
(the sum of options vesting may not exceed 100% of options
granted)
(F) CHANGE OF CONTROL. Notwithstanding anything contained in
Section 5(e) to the contrary, should a Change in Control (as defined below)
occur, unless the Company vests such options in a shorter period of time, any
options to purchase securities of the Company that were not previously vested
will vest immediately.
(G) ENTIRE COMPENSATION. The compensation provided for in this
Agreement shall constitute full payment for the services to be rendered by the
Executive to the Company hereunder.
4. DEATH OR TOTAL DISABILITY OF THE EXECUTIVE.
(A) DEATH. In the event of the death of the Executive during the
term of this Agreement, this Agreement shall terminate effective as of the date
of the Executive's death, and the Company shall not have any further obligation
or liability under this Agreement except that the Company shall: (i) pay to the
Executive's estate any portion of the Executive's Base Salary for the period up
to the Executive's date of death that has been earned but remains unpaid; (ii)
pay to the Executive's estate any benefits that have accrued to the Executive
under the terms of the benefit plans of the Company in which he is a
participant, which benefits shall be paid in accordance with the terms of
those plans; and (iii) vest any options to purchase securities of the Company
that were not previously vested pursuant to the schedule in SECTION 3(F).
(B) TOTAL DISABILITY. In the event of the Total Disability (as
that term is hereinafter defined) of the Executive, for (i) a period of 180
consecutive days or (ii) for any 180 days within a period of 360 consecutive
days, at any time during the term of this Agreement, the Company shall have the
right to terminate the Executive's employment hereunder by giving the Executive
30 days' written notice thereof, and, upon expiration of such 30-day period, the
Company shall not have any further obligation or liability under this Agreement
except that the Company shall: (i) pay to the Executive any portion of the
Executive's Base Salary for the period up to the date of termination that has
been earned but remains unpaid; (ii) pay to the Executive any benefits that have
accrued to the Executive under the terms of the benefit plans of the Company in
which he is a participant, which benefits shall be paid in accordance with the
terms of those plans; and (iii) vest any options to purchase securities of the
Company that were not previously vested pursuant to the schedule in SECTION
3(F). The term "TOTAL DISABILITY," when used herein, shall mean a mental or
physical condition that in the reasonable opinion of the Board renders the
Executive unable or incompetent to carry out the essential functions of the job
responsibilities he held or the tasks that he was assigned at the time the
disability was incurred.
5. TERMINATION.
(A) TERMINATION BY THE COMPANY FOR CAUSE. The Company may
discharge the Executive and thereby terminate his employment hereunder upon
written notice to the Executive for any of the following reasons: (i) material
violation of any policy regarding substance abuse as may be promulgated by the
Company from time to time; (ii) the willful failure to substantially perform the
duties or responsibilities of his position as those may be delegated or assigned
to the Executive by the President and CEO or by the Board; (iii) any material
breach of any covenant or agreement contained in SECTIONS 6 OR 7 of this
Agreement; (iv) engaging in intentional conduct that causes material damage to
the Company or its business reputation; (v) conviction (by trial or guilty plea)
or a plea of non-contest, NOLO contendere or similar plea to a felony (or
misdemeanor which the Company determines to have or could have a material
adverse effect on the Company or its reputation) which has become
non-appealable; (vi) adjudication as an incompetent; or (vii) misappropriation
of any funds or property of the Company materially affecting the Company, theft,
embezzlement or fraud; provided, however, that with respect only to subsections
(i) and (ii) above, the Company shall not discharge the Executive for cause
unless the Executive fails, refuses or for any reason does not cure such
violation to the reasonable satisfaction of the Company within 30 days following
written notice from the Company that there exists a reason for discharge for
cause. In the event that the Company shall discharge the Executive pursuant to
this SECTION 5(A), the Company shall not have any further obligation or
liability under this Agreement, except that the Company shall pay to the
Executive: (i) any portion of the Executive's Base Salary for the period up to
the date of termination that has been earned
but remains unpaid; and (ii) any benefits that have accrued to the Executive
under the terms of the benefit plans of the Company in which he is a
participant, which benefits shall be paid in accordance with the terms of those
plans.
(B) OTHER TERMINATION BY THE COMPANY. The Company may discharge
the Executive and thereby terminate his employment hereunder at any time upon 10
business days' prior written notice for any reason other than one specified in
SECTION 5(A). If the Company shall terminate the employment of the Executive for
any reason other than one specified in SECTION 5(A), the Executive shall be
entitled to: (i) be paid any portion of the Executive's Base Salary for the
period up to the date of termination that has been earned but remains unpaid;
(ii) be paid a severance payment equal to an amount equal to the Executive's
Base Salary for a period of 6 months; (iii) be paid any benefits that have
accrued to the Executive under the terms of any benefit plans of the Company in
which he is a participant, which benefits shall be paid in accordance with the
terms of those plans; and (iv) have any options to purchase securities of the
Company that were not previously vested vest pursuant to the schedule in SECTION
3(F).
(C) TERMINATION BY THE EXECUTIVE. The Executive may terminate his
employment hereunder at any time upon 10 business days' prior written notice for
Good Reason (as defined below). If the Agreement is so terminated, the Executive
shall be entitled to: (i) be paid any portion of the Executive's Base Salary for
the period up to the date of termination that has been earned but remains
unpaid; (ii) be paid a severance payment equal to an amount equal to the
Executive's Base Salary for a period of 6 months; (iii) be paid any benefits
that have accrued to the Executive under the terms of any benefit plans of the
Company in which he is a participant, which benefits shall be paid in accordance
with the terms of those plans; and (iv) have any options to purchase securities
of the Company that were not previously vested vest pursuant to the schedule in
SECTION 3(F). For purposes of this Agreement, "GOOD REASON" means, without the
Executive's express written consent, any of the following circumstances:
(A) Executive's removal from his position as Chief Financial
Officer, or a significant diminution in the nature or status of Executive's
responsibilities;
(B) Executive being assigned to any duties inconsistent with
Executive's status as an executive of the Company holding the position of Chief
Financial Officer;
(C) A reduction by the Company in Executive's Base Salary or
benefits;
(D) A Change in Control occurs; for purposes of this SECTION
5(C)(D), a "CHANGE IN CONTROL" means any one of the following: (I) an
acquisition of 50% or more of the combined voting power of all of the Company's
securities, (II) a merger where, following the transaction, the Company's
stockholders own 50% or less of the voting securities of the surviving or
resulting entity, (III) the liquidation or sale of
substantially all of the assets of the Company, or (IV) the individuals who
currently form a majority of the Board cease to be a majority of the Board,
unless the new directors are nominated for election by the current Board or
their nominated successors.
6. NON-DISCLOSURE.
The Executive acknowledges that in the course of performing services
for the Company, the Executive may have had access to confidential and
proprietary information and records, data and other trade secrets of the Company
("CONFIDENTIAL INFORMATION"). Confidential Information shall include, without
limitation, the following types of information or material, both existing and
contemplated, regarding the Company, or its subsidiary or affiliated companies:
corporate information, including plans, strategies, policies, resolutions, and
any litigation or negotiations; marketing information, including strategies,
methods, customers, prospects, or market research data; financial information,
including cost and performance data, debt arrangement, equity structure,
investors, and holdings; operational and scientific information, including trade
secrets and technical information; and personnel information, including
personnel lists, resumes, personnel data, organizational structure, compensation
structure, and performance evaluations. The Executive agrees that, during his
employment by the Company hereunder and after the termination or expiration of
the Executive's employment hereunder, to keep the Confidential Information
secret and confidential; not to publish, disclose or divulge the Confidential
Information to any other party; not to use any of the Confidential Information
for the Executive's own benefit or to the detriment of the Company without the
prior written consent of the Company, whether or not such Confidential
Information was discovered or developed by the Executive. The Executive also
agrees not to divulge, publish or use any proprietary and/or confidential
information of others that the Company is obligated to maintain in confidence
for the relevant time period of the Company's obligation. Notwithstanding the
foregoing, the provisions of this SECTION 6(A) will not apply when the
Confidential Information (i) is publicly disclosed other than by the Executive
or (ii) is the subject of a valid order of a court or administrative agency.
7. COMPANY DOCUMENTATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all documentation, disks, programs,
data, records, drawings, manuals, reports, sketches, blueprints, letters, notes,
notebooks and all other writings, electronic data, graphics and tangible
information and materials of a secret, confidential or proprietary information
nature relating to the Company or the Company's business that are in the
possession or under the control of the Executive.
8. INJUNCTIVE RELIEF. The Executive acknowledges that his compliance
with the agreements in SECTIONS 6 AND 7 is necessary to protect the good will
and other proprietary interests of the Company and that he is one of the
principal executives of the Company and conversant with its affairs, its trade
secrets and other proprietary information. The Executive acknowledges that a
breach of any of his agreements in SECTIONS 6 AND 7 hereof will result in
irreparable and continuing damage to the Company
for which there will be no adequate remedy at law; and the Executive agrees that
in the event of any breach of the aforesaid agreements, the Company and its
successors and assigns shall be entitled to injunctive relief and to such other
and further relief as may be proper.
9. SUPERSEDES OTHER AGREEMENTS. This Agreement supersedes and is in
lieu of any and all other employment arrangements between the Executive and the
Company.
10. AMENDMENTS. Any amendment to this Agreement shall be made in writing
and signed by the parties hereto.
11. ENFORCEABILITY. If any provision of this Agreement shall be invalid
or unenforceable, in whole or in part, then such provision shall be deemed to be
modified or restricted to the extent and in the manner necessary to render the
same valid and enforceable, or shall be deemed excised from this Agreement, as
the case may require, and this Agreement shall be construed and enforced to the
maximum extent permitted by law as if such provision had been originally
incorporated herein as so modified or restricted or as if such provision had not
been originally incorporated herein, as the case may be.
12. CONSTRUCTION. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of New Jersey.
13. ASSIGNMENT.
(A) BY THE COMPANY. The rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be binding upon,
the successors and assigns of the Company. The Company shall require each and
every successor (whether direct or indirect, by asset or stock purchase, share
exchange, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
satisfactory to the Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, the "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as provided above that executes and
delivers the agreement provided for in this SECTION 13(A) or that otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law. Notwithstanding the provisions of this Section 13(a), if the Company and
the Executive agree to the employment of the Executive by an affiliate or
subsidiary of the Company, then this Agreement may be assigned by the Company to
such affiliate or subsidiary.
(B) BY THE EXECUTIVE. This Agreement and the obligations created
hereunder may not be assigned by the Executive, but all rights of the Executive
hereunder
shall inure to the benefit of and be enforceable by his heirs, devisees,
legatees, executors, administrators and personal representatives.
14. NOTICES. All notices required or permitted to be given hereunder
shall be in writing and shall be deemed to have been given when mailed by
certified mail, return receipt requested, or delivered by a national overnight
delivery service addressed to the intended recipient as follows:
If to the Company:
WorldWide Web NetworX Corporation
000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Attention: President and CEO
Fax: 000-000-0000
If to the Executive:
R. Xxxxx Xxxxxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Any party may from time to time change its address for the purpose of notices to
that party by a similar notice specifying a new address, but no such change
shall be deemed to have been given until it is actually received by the party
sought to be charged with its contents.
15. WAIVERS. No claim or right arising out of a breach or default under
this Agreement shall be discharged in whole or in part by a waiver of that claim
or right unless the waiver is supported by consideration and is in writing and
executed by the aggrieved party hereto or his or its duly authorized agent. A
waiver by any party hereto of a breach or default by the other party hereto of
any provision of this Agreement shall not be deemed a waiver of future
compliance therewith, and such provisions shall remain in full force and effect.
16. SURVIVAL OF COVENANTS. The provisions of SECTIONS 6, 7 AND 8 hereof
shall survive any termination or expiration of this Agreement. Furthermore, any
provision of this Agreement which provides a benefit to the Executive and which
by the express terms hereof does not terminate upon the termination of the
Executive's employment shall remain binding upon the Company until such time as
such benefits are paid in full to the Executive or his successors.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of
the date first above written.
WORLDWIDE WEB NETWORX CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
/s/ R. Xxxxx Xxxxxxxxxx
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R. XXXXX XXXXXXXXXX
