Exhibit 10(17)
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 1, 1999
(the "Effective Date"), is made by and between AVI XXXXXXXXX (hereinafter
"Employee") and VIRTUAL COMMUNITIES INC., a Delaware corporation, having its
principal executive offices at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000
(hereinafter "Company").
WHEREAS, Employee has been employed by Virtual Communities Israel
Ltd., an Affiliate of the Company, pursuant to an Executive Employment Agreement
dated January 1, 1998, and Employee and Virtual Communities Israel Ltd. have
terminated this Agreement and have terminated Employee's employment by Virtual
Communities Israel Ltd. pursuant to a Termination Agreement dated May 31, 1999.
For the purpose of this Agreement, an "Affiliate" shall mean any person or
entity that directly or indirectly controls, is controlled by, or is under
common control with Employer;
WHEREAS, the Company desires to employ Employee and Employee desires
to accept such employment on the terms set forth in this Agreement;
WHEREAS, the Company considers the services of Employee to be provided
under this Agreement to be unique, extraordinary, and/or of intellectual
character.
WHEREAS, the Company has spent significant time, effort, and money to
develop certain Proprietary Information and Confidential Information (as defined
below), which Employer considers vital to its business and goodwill, and will
continue to do so. The Proprietary Information and Confidential Information
will necessarily be communicated to or acquired by Employee in the course of his
employment with the Company, and the Company wishes to hire Employee only if, in
doing so, it can protect its Proprietary Information, Confidential Information
and goodwill.
NOW THEREFORE, the parties hereto agree as follows:
1. Position and Responsibilities.
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1.1 Employee shall serve as the Chief Executive Officer and
President of the Company and shall report to the Company's Board of Directors.
Employee shall be responsible for performing the duties and exercising
supervision over the business of the Company as determined by the Board of
Directors. Without limiting the foregoing, unless otherwise determined by the
Board of Directors, Employee shall be responsible for performing the duties and
exercising supervision as are customarily performed by the President and Chief
Executive Officer. Employee agrees to hold any additional officer and director
positions to which he is elected.
1.2 During the term of this Agreement, Employee shall devote his
full time to the performance of the duties under this Agreement. Employee shall
perform his duties under this Agreement to the best of Employee's ability and
shall devote his best efforts to the performance of these duties and to the
business and affairs of Company, in accordance with the reasonable instructions
and directions of the Board of Directors, and, in doing so, shall duly and
faithfully perform and observe any and all reasonable rules and policies which
Company may now or shall hereafter establish governing the conduct of its
business.
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1.3 The primary place for the performance of Employee's duties
shall be New York, New York, or at such other locations as the Company shall
reasonably designate. Although the parties acknowledge that Employee's duties
hereunder will require travel out of the United States, if Employee is required
to remain outside the New York Metropolitan Area for a period of more than three
consecutive months, the Company, at its sole and reasonable expense, will
relocate Employee and his family to the new location upon terms and conditions
reasonably acceptable to Employee.
1.4 Except upon the prior written consent of the Company,
Employee will not, during the term of this Agreement, (i) accept any other
employment, or (ii) engage directly or indirectly in any other business activity
(whether or not pursued for pecuniary advantage) that are competitive with the
Company, that will create a conflict of interest with the Company, or that
otherwise directly interferes with Employee's duties and responsibilities
hereunder.
2. Term of Employment.
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2.1 Employee's employment under this Agreement shall commence on
the Effective Date and continue through May 31, 2002 (the "Initial Term"),
unless sooner terminated as provided in Sections 2.2 through 2.7. This Agreement
will be renewed automatically for an additional one (1) year period (without any
action by either party) on the last day of the Initial Term and on each
anniversary thereof, unless one party gives to the other advance written notice
that the Agreement is to be terminated. Nothing stated in this Agreement or
represented orally or in writing to either party shall create an obligation to
renew this Agreement. However, if either party decides not to renew this
Agreement, the party terminating the Agreement must provide the notice period
provided for in Sections 2.2 through 2.7 below.
2.2 At any point during the term of this Agreement, Employee's
employment shall terminate automatically upon the Employee's death, in which
case the Company's obligations to compensate Employee under Section 3 of this
Agreement will terminate immediately, except that (i) compensation through the
date of such termination of employment shall be paid to Employee's estate, legal
representative or designated beneficiary, as appropriate and (ii) for six (6)
months following his death, the Company shall pay the premiums for any
continuation coverage provided to the immediate members of Employee's family
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA"). The immediate members of Employee's family will timely elect COBRA
continuation coverage. Nothing herein shall be deemed to require the Company to
establish or maintain any such major medical and other health, accident, life or
other disability plans and programs, and the Company shall have the right in its
sole discretion to change or terminate any such plans.
2.3 At any point during the term of this Agreement, the Company
may, to the extent permitted under applicable law, terminate Employee's
employment immediately upon written notice if Employee is deemed "permanently
disabled" under Company's disability insurance policy or the Company determines
that Employee shall be prevented from properly performing his duties hereunder
by reason of any physical or mental incapacity for a period of more than three
(3) consecutive months or ninety (90) days in the aggregate in any twelve-month
(12-month) period. Employee's rights under any of the Company's benefit plans
are governed by the terms of the applicable plan and not by this Section 2.3.
If the Company terminates Employee pursuant to this Section
2.3, the Company's obligations to compensate Employee under Section 3 of this
Agreement will terminate immediately, except that (i) compensation through the
date of such termination of employment shall be paid to Employee and (ii) for
six (6) months following any such termination, the Company shall pay the
premiums for any continuation coverage provided to Employee and the immediate
members of Employee's family pursuant to the Consolidated
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Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Employee will timely elect
COBRA continuation coverage. Nothing herein shall be deemed to require the
Company to establish or maintain any such major medical and other health,
accident, life or other disability plans and programs, and the Company shall
have the right in its sole discretion to change or terminate any such plans.
2.4 At any point during the term of this Agreement, Company
shall have the right, immediately upon written notice to Employee, to terminate
Employee's employment at any time for "Cause," as defined below. If, prior to
the end of the term of this Agreement, Company terminates Employee's employment
for Cause, then Company's obligations to compensate Employee under Section 3 of
this Agreement will terminate immediately, except for compensation through the
date of such termination of employment. For purposes of this Agreement, "Cause"
shall mean: (i) Employee's material breach of any material term or condition of
this Agreement (other than as set forth in Section (ii) below), unless Employee
cures such breach within thirty (30) days after the Company gives Employee
written notice of the breach; (ii) Employee's (A) failure to substantially
perform his material job duties hereunder or (B) willful or continued violation
of any lawful directions from the Company's Board of Directors that are within
the scope of Employee's employment hereunder, provided, however, that no
discharge for Cause under this Section (ii) shall be deemed effective unless
Employee shall have first been given notice by the Company advising Employee of
the specific conduct or omission alleged to constitute Cause and such cause is
not cured after Employee has had a reasonable opportunity of at least thirty
(30) days to cure such Cause, unless such Cause is not capable of being cured;
(iii) conviction or plea of no contest to any crime that (A) constitutes a
felony in the jurisdiction involved, (B) involves loss or damage to or
destruction of property of the Company, (C) results in the incarceration of
Employee following his conviction for such crime for a period in excess of 24
hours, or (D) is a crime involving moral turpitude; (iv) misconduct which has a
material adverse effect on the business affairs of the Company; (v)
embezzlement, fraud or unauthorized appropriation of the Company's property.
Notwithstanding the foregoing, any failure by Employee to perform his duties
hereunder due to a physical or mental incapacity shall be governed by Section
2.3.
2.5 At any point during the term of this Agreement, Company
shall have the right, upon twelve (12) months written notice to Employee, to
terminate Employee's employment without Cause, in which case, Company's
obligation to compensate Employee under Section 3 of this Agreement will
terminate upon completion of such twelve (12) month notice period. If the
Company terminates Employee's employment pursuant to this Section 2.5, the
Company may, in its sole discretion, terminate Employee's employment prior to
the completion of the notice period, as long as the Company compensates Employee
as set forth in Section 3 through the end of such twelve (12) month notice
period.
2.6 At any point during the term of this Agreement, Employee
shall have the right, immediately upon written notice, to terminate his
employment for Good Reason, as defined below. If, at any point during the term
of this Agreement, Employee terminates his employment for Good Reason, then the
Company will be obligated to compensate Employee as if the Company had
terminated Employee's employment without Cause. For purposes of this Agreement,
"Good Reason" shall mean (i) if the Company effects a material diminution in
Employee's duties not commensurate with the status of the office of President
and Chief Executive Officer, (ii) a breach by the Company of its material
obligations under this Agreement, (iii) the relocation of the principal
executive offices of the Company in excess of 50 miles from their present
location not consented to by the Employee, (iv) a material reduction in
Employee's salary then in effect, other than a reduction comparable to
reductions generally applicable to similarly situated employees of the Company
or a reduction made when Employee relocates outside the United States, or (v)
any circumstance whereby, without the Employee's consent, Employee is required
to work on the Jewish Sabbath or on any Jewish holiday, and as a result
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thereof, the Employee reasonably determines that he would be prohibited under
Jewish law from continuing his duties set forth hereunder; provided, however,
that no termination for Good Reason shall be deemed effective unless the Company
shall have first been given notice by Employee advising the Company of the
specific conduct or omission alleged to constitute Good Reason within ninety
(90) days of the specific conduct or omission and such Good Reason is not cured
after the Company has had a reasonable opportunity of at least thirty (30) days
to cure such Good Reason.
2.7 At any time during the term of this Agreement, Employee
shall have the right, upon ninety (90) days prior written notice to the Company,
to terminate his employment without Good Reason, in which case, Company's
obligation to compensate Employee under Section 3 of this Agreement will
terminate upon completion of such ninety (90) day notice period. If Employee
terminates his employment pursuant to this Section 2.7, the Company may, in its
sole discretion, terminate Employee's employment prior to the completion of the
notice period, as long as the Company compensates Employee as set forth in
Section 3 through the end of such ninety (90) day notice period.
3. Compensation.
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3.1 During the period of this Agreement, Company shall pay to
Employee a Base Salary of $15,225.00 per month, payable in installments in
accordance with Company regular practices. The Board of Directors or its
Compensation Committee shall review the Base Salary annually and may, in its
sole discretion, change the Base Salary.
3.2 Employee shall be eligible to receive annual bonuses. The
Board of Directors or its Compensation Committee shall determine each bonus in
its sole discretion based on Employee's work performance and contribution to
Company, and Company's performance. The annual bonus awarded to Employee, if
any, shall be no less than the amount of the maximum bonus awarded to any other
executive of the Company (other than sales executives) that year by the Board of
Directors.
3.3 Employee currently holds two Warrants to purchase the
Company's common stock (W-15 for 100,000 shares and W-17 for 40,000 shares) and
an incentive option to purchase 242,000 shares of the Company's common stock
dated May 25, 1997, all of which shall continue to be effective according to
their terms. In addition, to compensate Employee for his acceptance of this
position and his relocation from Israel, the Company shall recommend to the
Board of Directors that Employee be granted an option to purchase 200,000 shares
of the Company's common stock, which shall vest over three years, shall have an
exercise price of no less than the Merger Agreement price [i.e., $2.10] pursuant
to the Merger Agreement dated June 2, 1999, and shall be governed by the terms
of the Company's 1999 Stock Option Plan and the Incentive Stock Option Contract,
in substantially the form of the Incentive Stock Option Contract attached as
Exhibit A. In addition, the Board of Directors or its Compensation Committee may
in its sole discretion award Employee annually an option based on Employee's
work performance and contribution to the Company. The target for the first such
award shall be an option to purchase 100,000 shares of the Company's common
stock, but the Board of Directors shall not be prevented from awarding a larger
option if Employee's work performance exceeds the goals established by the Board
of Director in its discretion, and may award a smaller option or no option if
Employee does not achieve these goals.
3.4 Company shall reimburse Employee for reasonable business
expenses incurred on behalf of Company upon presentation of appropriate receipts
in accordance with Company's written policies with respect thereto.
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3.5 The Company shall reimburse Employee for reasonable travel
expenses incurred because of Employee's duties hereunder. If Employee is
required by his duties hereunder to remain anywhere other than the New York
Metropolitan Area for a period of more than four consecutive weeks, the Company
will pay for one round trip economy plane fare for Employee's wife and children.
3.6 The Company shall provide an automobile for Employee's use
while he is in the United States. The Company may in its sole discretion provide
the automobile by renting, leasing, purchasing or the equivalent; provided that
the Company shall not be required to pay more than $500 per month, exclusive of
insurance, fuel and maintenance.
3.7 Employee shall be eligible to participate, on no less
favorable a basis than other employees of Company of similar position, authority
and compensation package to Employee's, in any benefit policies or plans that
Company from time to time may offer to or provide for its employees, including
any health, hospitalization, medical, dental, vision, pension, profit sharing,
disability insurance benefit plans. Nothing herein shall be deemed to require
the Company to establish or maintain any such plan, and the Company shall have
the right in its sole discretion to change or terminate any such plans. Employee
shall be entitled to eighteen (18) days of paid vacation per year, increasing
one (1) day each calendar year up to a maximum of twenty-four (24) days of paid
vacation per year. Such vacation pay benefits shall be subject to the terms of
the Company's regular policy. In addition, Company agrees to obtain on behalf of
Employee a whole life insurance policy in the amount of $500,000 and a term life
insurance policy in the amount of $500,000. Employee shall have the right to own
the policies and designate the beneficiaries. The Company will have the right to
select the policy terms and will not be required to spend in excess of $8,000
per year in premiums.
3.8 Employee recognizes that the compensation, benefits and
other amounts provided by Company under this Agreement may be subject to
federal, state or local income taxes. It is expressly understood and agreed that
all such taxes shall be the responsibility of Employee. To the extent that
federal, state or local law requires withholding of taxes on compensation,
benefits or other amounts provided under this Agreement, Company shall withhold
the necessary amounts from the amounts payable to Employee under this Agreement.
4. Ownership of and Rights to Proprietary Information.
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4.1 Employee hereby agrees to transfer and assign and does
hereby transfer and assign to Company all of Employee's rights, title and
interests in and to any and all Proprietary Information (as defined in Section
4.4) discovered, conceived, developed, created or reduced to practice by
Employee personally or jointly during Employee's employment with Company.
Employee agrees to disclose to Company the existence of all such Proprietary
Information, and further agrees to execute and deliver promptly all proper
papers and perform all legal acts which Company deems necessary or desirable to
vest in Company all of Employee's right, title and interest in and to such
proprietary information, to enable Company to file patent applications, and to
obtain and maintain Letters Patent with respect to patentable material and to
enable Company to confirm or perfect its rights in copyrightable material.
Employee agrees that all Proprietary Information described herein is a "work
made for hire," and in the event that it is determined that any such work is
deemed not to be a "work made for hire," the foregoing assignment and agreement
to transfer and assign shall apply.
4.2 Employee acknowledges, agrees, represents and warrants that,
any and all ideas, inventions, materials or works created or submitted by
Employee for or to Company hereunder (excluding any material which is assigned
by Company to Employee for preparation)
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(A) shall, to Employee's knowledge as of the date of such submission to the
Company, not be subject to an obligation of confidentiality of any nature or
kind in favor of, or infringe upon or violate any rights of any third person,
including but not limited to any right or interest in any copyright, patent or
trade secret rights, and (B) shall be owned exclusively by Company, and Employee
shall not assert or claim any right, title or interest therein.
4.3 "Proprietary Information," for purposes of this Agreement
means proprietary information, technology or know how of, concerning or related
to Company or its business or operations, including but not limited to (i)
source code and documentation for proprietary computer software and any other
trade secrets, software, work product, processes, formulas, schematics,
analyses, inventions, ideas, improvements of Company or know-how relating
thereto; (ii) any material which is protected by copyright, (iii) advertising,
product development, strategic and business plans and information, including
customer and prospect lists, of Company; and (iii) confidential financial
information (including prices and costs) concerning the business of the Company.
5. Name and Likeness. During the period this Agreement remains in
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effect, Company shall have the right to reasonably use, in the form approved by
Employee prior to any such use, Employee's name as well as Employee's biography
and likeness in connection with its business, including in advertising its
products and services, and may, with Employee's permission, which shall not be
withheld unreasonably, grant this right to others, but not for use as a direct
endorsement.
6. Confidentiality.
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6.1 Employee shall not, during the term and thereafter, disclose
Confidential Information of Company (other than to an employee of Company or to
a person to whom disclosure is reasonably necessary or appropriate in connection
with the performance by Employee of services hereunder) and shall not use
Confidential Information of Company for any purpose beyond the performance of
services under this Agreement without the prior written consent of Company,
except as required by law, judicial process or governmental agency with the
authority to order such disclosure, provided that Employee provides written
notice to the Company reasonably in advance of any disclosure that is required
by law, judicial process or governmental agency with the authority to order such
disclosure. All Confidential Information shall remain the property of Company.
Upon termination of employment, Employee shall return to Company all documents,
records, plans, designs, notebooks and other evidences, including all copies
thereof, of information, including proprietary information and/or Confidential
Information, obtained by Employee during employment.
6.2 The obligation of confidence under this Agreement shall not
apply to information which Employee can show from documented records is or
becomes generally available to the public without fault of Employee, or which is
obtained without restriction on publication or use from a third party having the
right to disclose the same.
6.3 "Confidential Information," for purposes of this
Agreement, shall mean all information maintained in confidence by Company. It
includes, but is not limited to, all information that derives independent
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable through proper means by, other persons who can
derive economic value from its disclosure or use. It also includes, but is not
limited to, proprietary information and information relating to such business
matters as research and development, manufacturing processes, management systems
and techniques, the identity and profiles of customers and suppliers and sales
and marketing plans and information, as well as Company personnel information.
Such information may be marked as confidential or proprietary, or received under
circumstances reasonably interpreted as imposing an obligation of
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confidentiality. Such information does not lose its status as Confidential
Information merely because it was known by a limited number of persons or
entities or because it was not entirely originated by Company. Employee
acknowledges that the Confidential Information of Company is a valuable, special
and unique asset of Company, and that any disclosure of such Confidential
Information may be materially damaging to Company.
6.4 During the term of his employment and for one (1) year
thereafter, Employee shall not, for himself or any third party, directly or
indirectly (a) divert or attempt to divert from the Company any business of any
kind, including, without limitation, the solicitation of or interference with
any of its customers, clients, business partners or suppliers, (b) employ,
solicit for employment or recommend for employment any person employed by the
Company or who was employed by the Company during the preceding six months, or
(c) engage, directly or indirectly, in any other business activity (whether or
not pursued for pecuniary advantage) that is competitive with the Company,
including, without limitation, the formation or promotion of, or being employed
by any entity that is competitive with, the Company. Employee acknowledges that
the Company's business is global in nature and that these restrictions will
apply anywhere in the world. Employee further acknowledges that there is a
substantial likelihood that the activities described in this Section would
involve the unauthorized use or disclosure of the Company's Proprietary
Information and Confidential Information and that use or disclosure of such
information would be extremely difficult to detect. The Employee has accepted
the limitations of this Section 6.4 as a reasonably practicable and
unrestrictive means of preventing such use or disclosure and protecting the
Company's goodwill.
7. Enforcement. Except for claims for workers' compensation, claims
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for unemployment insurance, claims relating to the agreements, obligations or
covenants set forth in Section 4 of this Agreement, and claims within the
exclusive jurisdiction of the National Labor Relations Board, any and all
controversies or claims arising out of, in connection with, or in relation to
any aspect of this Agreement or Employee's employment with Company (or
termination thereof) shall be resolved by arbitration in New York, New York;
such arbitration to be conducted in accordance with the then applicable
Employment Dispute Resolution rules of the American Arbitration Association.
The arbitration award shall be final and binding upon the parties to the
arbitration and judgment thereon may be entered in any court having
jurisdiction. Notwithstanding the foregoing, either party may, at its option,
seek injunctive relief in state or federal court. Employee specifically agrees
that it may difficult to fully compensate the Company for damages caused by a
breach of Sections 4 or 6 and that the Company shall entitled to temporary and
permanent injunctive relief to enforce these provisions without the necessity of
proving actual damages. For the purposes this Agreement, Employee hereby
submits to the jurisdiction of the federal and state courts in New York and
notice of demand, process and/or summons in connection with legal proceedings,
may be served upon Employee by registered or certified mail in accordance with
Section 8.5 with the same effect as if personally served.
Employee understands and agrees that this Section 7 contains a full
and complete statement of any agreements and understandings regarding resolution
of disputes between Company and Employee, and agrees that this Section 7
supersedes all previous agreements, whether written or oral, express or implied,
relating to the subjects covered in this Section 7.
EMPLOYEE UNDERSTANDS AND AGREES THAT THIS AGREEMENT TO ARBITRATE
CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A TRIAL BY JURY OF ANY MATTERS
SUBJECT TO ARBITRATION UNDER THIS AGREEMENT.
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8. Miscellaneous.
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8.1 Survival. Employee's duties under Sections 4, 6 and 7
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shall survive termination of Employee's employment with Company to the extent
provided under each such Section.
8.2 Assignment. Employee agrees not to assign, sell, transfer,
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delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by
operation of law, any rights or obligations under this Agreement. Any such
purported assignment, transfer, or delegation shall be null and void. Nothing
in this Agreement shall prevent the consolidation of Company with, or its merger
into, any other entity, or the sale by Company of all or substantially all of
its assets, or the otherwise lawful assignment by Company of any rights or
obligations under this Agreement. Subject to the foregoing, this Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective heirs, legal representatives, successors, and permitted assigns, and
shall not benefit any person or entity other than those specifically enumerated
in this Agreement.
8.3 Interpretation. In case any one or more of the provisions
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contained in the Agreement shall be held to be invalid, illegal or unenforceable
in any respect, for any reason, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. If, moreover, any one or more of the provisions
contained in this Agreement shall be held to be excessively broad, for any
reason, it shall be construed by limiting and reducing it so as to be
enforceable to the extent compatible with the then applicable law. In the event
of any inconsistency between this Agreement and Company's employment manual,
this Agreement shall govern.
8.4 Notices. Any notice which Company is required or may
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desire to give to Employee shall be given by personal delivery or registered or
certified mail, return receipt requested, addressed to Employee at Employee
address of record with Company or at such other place as Employee may from time
to time designate in writing. It will be Employee's responsibility to
immediately notify Company, in writing, of any change in employee's address of
record. Any notice which Employee is required or may desire to give to Company
hereunder shall be given by personal delivery or by registered or certified
mail, return receipt requested, addressed to Company at its principal office, or
at such other office as Company may from time to time designate in writing (with
a copy to Company's counsel, Xxxxxxxx & Xxxxxxxx LLP, 1290 Avenue of the
Americas, New York, New York 10104). The date of personal delivery or the date
of mailing such notice shall be deemed to be the date of delivery thereof.
8.5 Waiver. The provisions of this Agreement may not be waived,
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except by a written instrument executed by the party against which such waiver
is to be enforced. A waiver by either party of the breach of any provisions of
this Agreement shall not thereby be deemed to have been a waiver of any
preceding or succeeding breach of the same or any other provisions of this
Agreement.
8.6 Complete Agreement; Amendments. The foregoing is the entire
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agreement of the parties with respect to the subject matter hereof. Except as
otherwise provided herein, this Agreement supersedes all other prior and
contemporaneous agreements and statements, whether written or oral, express or
implied, pertaining in any manner to the employment of Employee, and it may not
be contradicted by evidence of any prior or contemporaneous statements or
agreements. To the extent that the practices, policies, or procedures of
Employer, now or in the future, apply to Employee and are inconsistent with the
terms of this Agreement, the provisions of this Agreement shall control. This
Agreement may not be amended, supplemented, canceled or discharged except by
written instrument executed by both parties hereto.
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8.7 Applicable Law. This Agreement has been negotiated in, and
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shall be governed by the internal laws of the State of New York without regard
to the principles of conflicts of law.
8.8 Headings. The headings of the sections hereof are inserted
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for convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.
8.9 Expectations Regarding Employment.
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(a) COMPANY AND EMPLOYEE AGREE THAT THIS AGREEMENT EXPRESSES
ALL OF THE EXPECTATIONS BETWEEN EMPLOYEE AND COMPANY REGARDING THE TERM OF
EMPLOYEE'S EMPLOYMENT AND EMPLOYEE'S AND COMPANY'S RIGHT TO TERMINATE THAT
EMPLOYMENT. EMPLOYEE SHALL HAVE NO GREATER RIGHTS AS AN EMPLOYEE OF COMPANY (OR
OF ANY DIRECT OR INDIRECT SUBSIDIARY OR OTHER AFFILIATE OF COMPANY) THAN ANY
OTHER PERSON WHO IS NOT RELATED TO COMPANY OR SUCH AFFILIATE IN MORE THAN ONE
SUCH CAPACITY.
(b) EMPLOYEE CONFIRMS THAT EMPLOYEE HAS REVIEWED THIS
AGREEMENT CAREFULLY AND UNDERSTANDS IT, THAT EMPLOYEE IS FULLY AWARE OF ITS
LEGAL EFFECT, AND THAT EMPLOYEE HAS ENTERED INTO IT FREELY AND VOLUNTARILY AND
BASED ON EMPLOYEE'S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES
OTHER THAN THOSE CONTAINED IN THIS AGREEMENT. EMPLOYEE FURTHER CONFIRMS THAT
EMPLOYEE HAS CONSULTED WITH OR BEEN AFFORDED AMPLE OPPORTUNITY TO CONSULT WITH
LEGAL COUNSEL REPRESENTING EMPLOYEE CONCERNING THIS AGREEMENT AND ANY OTHER
AGREEMENTS BETWEEN OR AMONG EMPLOYEE, COMPANY WHICH MAY HAVE BEEN ENTERED INTO
SUBSTANTIALLY CONTEMPORANEOUSLY WITH THIS AGREEMENT.
8.10 Counterparts. This Agreement may be executed in multiple
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counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have hereunto set their hand
as of the date first set forth above.
/s/Avi Xxxxxxxxx
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AVI XXXXXXXXX
VIRTUAL COMMUNITIES INC.
BY: /s/Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director______________________
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