EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT ("Agreement") is made, entered into, and effective as
of , 2001 (the "Effective Date"), by and between Anza
Properties, Inc., a Nevada corporation (the "Company" or "Subsidiary"), a wholly
owned Subsidiary of E-Net Xxxxxxxxx.xxx, Inc. (the "Parent Company") and Xxxxxx
Xxxxxxx, an individual ("Employee") (collectively, the "Parties").
R E C I T A L S
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A. Company is engaged in the business of acquiring, operating and
selling real estate and maintains an office in the State of California.
Company/Subsidiary will cause to be completed and delivered, all necessary
filings with each state and federal agency any and all documents required to
meet all state and federal requirements for offering Investors the opportunity
to purchase Bonds from Company.
B. Company desires to have an employment agreement with Employee as its Vice
President of Anza Properties, subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Parties hereto hereby agree as follows:
A G R E E M E N T
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1. Term of Employment.
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a. Specified Period. Company hereby employs Employee and Employee
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accepts employment with Company beginning upon the date which is 30 days from
the date of this Agreement and terminating upon the earlier to occur of : (i)
the liquidation of the real estate portfolio owned by the Subsidiary; or (ii)
the completion of a National Exchange listing.
b. Compensation. Employee shall receive a salary of $20,000 per month,
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during the initial one-year term of this Agreement. This amount shall be paid
only by the Subsidiary and Employee shall have no recourse against the Parent
Company for such salary.
c. Employee shall also receive two million stock options to acquire
common stock of Parent Company in the form attached hereto as Exhibit"A". If
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the Company is unable to provide such stock options, it shall provide Employee
with opportunity to purchase the same number of shares, at the same price, with
the same registration rights, as set forth in Exhibit"A".
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d. Employment Term Defined. "Employment term" refers to the entire
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period of employment of Employee by Company, whether for the period provided
above, or whether terminated earlier as hereinafter provided or extended by
mutual agreement between Company and Employee.
2. Duties and Obligations of Employee. Employee shall serve, as Vice
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President of the Company. Employee shall report to the Board of Directors of
the Company. Employee will be placed on the Board of Directors of the Parent
Company, during the term of this Agreement, notified of all meetings and open to
attending meetings when it will not interfere with management of Subsidiary.
Employee has full authority to make policy of the Company regarding Employee's
duties and office and marketing operations. Employee must approve any documents
referring to or affecting the Company and all documents produced by the
Subsidiary and/or Parent Company, transferring any funds raised by the Company.
The Parent Company is responsible for calculating and delivering all salary
checks to Employee for disbursement to all employee's, 24 hours prior to agreed
upon paydays, which are twice per month.
3. Exclusivity, Non-Disclosure. Employee agrees to perform Employee's
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services efficiently and to the best of Employee's ability. Employee agrees
throughout the term of this Agreement to devote the time and skill necessary, in
employee's opinion to perform the duties as needed for the management of
Subsidiary. Employee, serving, as Vice President of Subsidiary, will have
complete control and authority to hire employees, set policy of employee's and
terminate employee's according to accepted California Employee laws. Company
authorizes Employee to choose the location of Subsidiary office, which will be
rented/leased through the Company.
4. Employee Stock Option. Simultaneous with the execution of this
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Agreement, Employee shall receive an option to acquire shares of stock of the
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Parent Company as noted in Exhibit"A" attached hereto.
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5. Termination of Employment. Employee shall be subject to termination
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in the event of:
a. Being found guilty of criminal or fraudulent misconduct or the
Subsidiary is ordered by a governmental agency to cease operations.
b. Termination Upon Death or Disability.
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(i) Death: This Agreement shall terminate immediately upon the death
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receive prorated stock options to the amount of capital raised as
of the time of death of Employee along with all unpaid salary due
Employee. Company will maintain a $1 million dollar life
insurance policy in favor of Employees heir or person(s)
designated by Employee for term of this Employment Agreement.
Such policy shall be in effect in the Company's name within 30
days from this signing.
(ii) Disability: Company reserves the right to terminate this
Agreement if, ----------- due to illness or injury, either
physical or mental, Employee is unable to perform Employee's
customary duties as an employee of Company, unless reasonable
accommodation can be made to allow Employee to continue working,
for more than 30 days in the aggregate out of a period of twelve
consecutive months. The disability shall be determined by a
certification from a qualified physician trained in the specific
area of proposed disability and approved by both Employee and
Company, which will not be unreasonably with held. If Employee is
unable to participate in the choice of physician, employee's heir
or person(s) designated will choose physician with full
cooperation of Company. Such a termination shall be effected by
giving ten days' written notice of termination to Employee by
Company. Termination pursuant to this provision shall not
prejudice Employee's rights to receive disability insurance
payments or the continued compensation pursuant to Section 4(c)
of this Agreement.
c. Effect of Merger, Transfer of Assets, or Dissolution. Without the
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prior written consent of Employee, this Agreement shall not be terminated by any
voluntary or involuntary dissolution of Company or the parent Company resulting
from a merger or consolidation or a transfer of all or substantially all of the
assets of Company. In the event of any such merger or consolidation or transfer
of assets, Employee's rights, benefits, and obligations hereunder shall be
assigned to the surviving or resulting corporation or the transferee of
Company's assets or Employee shall have the option to terminate Employment
Agreement and receive all stock options and all remaining salary yet unpaid per
this one year contract.
d. Payment on Termination. Notwithstanding any provision of this
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Agreement, if Company terminates this Agreement without cause, other than upon
death or disability as set forth above, it shall immediately pay Employee the
remaining salary amount and vested stock options for the remaining outstanding
term of this Agreement or any renewal thereof at the then current rate of
compensation
e. Legal Fees. If Company violates any terms and conditions of this
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Employee Agreement, Parent Company guarantees to pay all legal fees incurred by
Employee to enforce this contract
6. General Provisions.
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a. Binding Effect. This Agreement shall be binding upon and inure to
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the benefit of the Parties hereto their respective devisees, legatees, heirs,
legal representatives, successors, and permitted assigns. The preceding
sentence shall not affect any restriction on assignment set forth elsewhere in
this Agreement.
b. Notices. Any notice, request, instruction, or other document
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required by the terms of this Agreement, or deemed by any of the Parties hereto
to be desirable, to be given to any other Party hereto shall be in writing and
shall be given by facsimile, personal delivery, overnight delivery, or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the Company at the address of its corporate office and to the Employee at the
Employee's home address as it appears in the Employee's personnel records.
Subject to all other provisions of this Agreement, any attempt to assign or
transfer this Agreement or any of the rights conferred hereby, by judicial
process or otherwise, to any person, firm, Company, or corporation without the
prior written consent of the other party, shall be invalid, and may, at the
option of such other party, result in an incurable event of default resulting in
termination of this Agreement and all rights hereby conferred. Any Transfer or
assignment of this Subsidiary must meet with approval of Employee as Vice
President of Anza Properties.
c Choice of Law. This Agreement and the rights of the Parties
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hereunder shall be governed by and construed in accordance with the laws of the
State of California including all matters of construction, validity,
performance, and enforcement and without giving effect to the principles of
conflict of laws. In the event of any legal action being taken by Company or
Employee, all parties agree to the matter being resolved in the courts in the
city of Los Angeles.
d. Indemnification. Company shall indemnify, defend and hold Employee
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harmless, to the fullest extent of the law, for all claims, demands, losses,
costs, expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties and reasonable attorney's fees that Employee shall
incur or suffer that arise from, result from or relate to the execution of
Employee's duties under this Agreement or any liabilities incurred by the
Company, its parent or any of its affiliated companies prior to this agreement
and during this agreement. Employee will adhere to the representation presented
in subsidiaries Private Placement Memorandum. Employee will refrain from
delivering any documentation to any party without first obtaining written
approval from Company. Such documentation will be approved or disapproved in
writing by Company and delivered to Employee within 2 business days from receipt
of such documentation from Employee to Company. Company will totally support
Employee in his efforts to manage Subsidiary in all reasonable matters.
e. Entire Agreement. Except as provided herein, this Agreement,
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including exhibits, contains the entire agreement of the Parties, and supersedes
all existing negotiations, representations, or agreements and all other oral,
written, or other communications between them concerning the subject matter of
this Agreement. There are no representations, agreements, arrangements, or
understandings, oral or written, between and among the Parties hereto relating
to the subject matter of this Agreement that are not fully expressed.
f. Modification. No change, modification, addition, or amendment to this
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Agreement shall be valid unless in writing and signed by all Parties hereto.
g. Independent Counsel.. Both Employee and the Company (the "Parties")
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hereby agree and acknowledge that the law firm of Xxxx Xxxxxxx Xxxxxxxxx, LLP
("SPM"), is representing only the Employee in the drafting of this Agreement, as
it has a conflict of interest in representing both the Employee and the Company.
The Company has acknowledged that it has retained independent counsel to review
this Agreement prior to its execution.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"COMPANY" "EMPLOYEE"
ANZA PROPERTIES, INC. Xxxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxxxx
BY: Xxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxx
ITS: President & CEO An individual
EXHIBIT "A"
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FORM OF
STOCK OPTION AGREEMENT
EXHIBIT "A"
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OPTION NO._________
STOCK OPTION AGREEMENT
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This STOCK OPTION AGREEMENT is made and entered into on ,
2001, by and between E-Net Xxxxxxxxx.xxx, Inc. ("Company"), and Xxxxxx Xxxxxxx,
an individual (referred to herein as the "Optionee"), with reference to the
following recitals of facts:
WHEREAS, the Company desires to grant the Optionee a stock option
("Option") to purchase shares of common stock of the Company (the "Shares") upon
the terms and conditions hereinafter stated; and
NOW, THEREFORE, in consideration of the covenants herein set forth, the parties
hereto agree as follows:
1. Shares; Price. The Company hereby grants to Optionee the right to
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purchase, upon and subject to the terms and conditions herein stated, two
million Shares for cash at the closing price of the Shares as of the date of
this Agreement, such price being not less than the fair market value per share
of the Shares covered by these Options as of the date hereof.
2. Term of Option. This Option shall expire, and all rights hereunder
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to purchase the Shares shall terminate five years from the date hereof.
3. Exercise. This Option shall be exercised by delivery to the Company
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of: (a) a written notice of exercise stating the number of Shares being
purchased (in whole shares only) and such other information set forth on the
form of Notice of Exercise attached hereto as Appendix A; (b) a check or cash in
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the amount of the purchase price of the Shares covered by the notice. This
Option shall be exercisable upon $2 million being converted to equity in the
Company from the contemplated bond offering. All amounts less than that shall
be exercisable on a pro-rata basis (i.e., if $1 million from the $5 million
offering is converted into equity in E-Net from the bond offering, then 20% of
the subject options shall be exercisable, regardless of whether the subject
listing occurs).
4. Termination of Employment or Engagement. If Optionee shall cease to
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serve as an Employee of the Company or Parent Company, whether voluntarily or
involuntarily, other than by the conclusion of the term of Optionee's written
agreement, Optionee shall retain all rights set forth herein for vested Options
and all non-vested options shall terminate and be of no further force or effect.
5. Recapitalization. The number of Shares covered by this Option, shall
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not be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a subdivision or consolidation of shares or the
payment of a stock dividend, or any other increase or decrease in the number of
such shares affected without receipt of consideration by the Company; provided
however that the conversion of any convertible securities of the Company shall
not be deemed having been "effected without receipt of consideration by the
Company. The exercise price of this Option shall not be adjusted upon such a
subdivision or consolidation of the shares. The number of such Shares shall be
increased/decreased on a pro rata basis in accordance with any stock split,
provided, however, in the event of a reverse stock split, the amount of options
shall not be reduced below 60% of the amount issued under this option and under
no circumstances shall the exercise price of this option be adjusted. Provided,
however at no time shall the aggregate shares exercisable under this Option
equal greater than 10% of the total shares outstanding on a fully diluted basis
(such calculation to be performed at the time of the initial exercise).
In the event of a proposed dissolution or liquidation of the Company, a merger
or consolidation in which the Company is not the surviving entity, or a sale of
all or substantially all of the assets of the Company, all options granted
herein shall immediately vest and be exercisable. Subject to any required
action by the stockholders of the Company, if the Company shall be the surviving
entity in any merger or consolidation, this Option thereafter shall pertain to
and apply to the securities to which a holder of Shares equal to the Shares
subject to this Option would have been entitled by reason of such merger or
consolidation, and the vesting provisions of Section 3 shall continue to apply.
6. Registration Rights. The Optionee shall have the right to register
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Shares covered by vested options on Form S-8 pursuant to Optionee's Employment
Agreement to which this Option is an Exhibit.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
E-NET XXXXXXXXX.XXX, INC.
________________________________
BY:
ITS:
XXXXXX XXXXXXX
_________________________________
Xxxxxx Xxxxxxx, Optionee
APPENDIX "A"
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FORM OF
NOTICE OF EXERCISE
APPENDIX "A"
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NOTICE OF EXERCISE
E-Net Xxxxxxxxx.xxx, Inc
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
(date)
RE: EXERCISE OF STOCK OPTION
Notice is hereby given pursuant to Section 1 of my Employment Agreement
that I elect to purchase the number of shares set forth below at the exercise
price set forth in my option agreement:
Stock Option dated: ______________________
Number of shares being purchased: ______________________
Option Exercise Price: $______________________
A check in the amount of the aggregate price of the shares being purchased
is attached.
I hereby confirm that such shares are being acquired by me for my own
account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof.
Further, I understand that, as a result of this exercise of rights, I will
recognize income in an amount equal to the amount by which the fair market value
of the Shares exceeds the exercise price. I agree to report such income in
accordance with then applicable law and to cooperate with Company in
establishing the withholding and corresponding deduction to the Company for its
income tax purposes.
I agree to provide to the Company such additional documents or information
as may be required by law.
_____________________________________
(Signature)
_____________________________________
(Name of Optionee)
