Exhibit 10.4
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, by and between Web Partners, Inc. ("WPI") and Xxxx
Xxxx ("Employee") is entered into this 6th day of March 2000. It is the intent
of this interim agreement (the "Agreement"), that the parties hereto, intending
to be bound, shall execute whatever additional documents, including, but not
limited to a standard WPI Employment Agreement which shall embody all of the
elements contained in the Agreement Further, this agreement shall be part of the
consideration for Employee entering into the Share Exchange Agreement ("SEA")
with ANYOX RESOURCES, INC., under which a change in control of WPI is
anticipated, to occur.
1. TERM. The Term of this Agreement shall be for 4 years, commencing on May
6, 2000 and terminating on March 6, 2000. However, subject to the completion of
the SEA, which could not be completed without the affirmative vote as a control
block shareholder by Employee and the assignment of certain future potential
patent rights outlined under paragraph 4 here below which are deemed critical to
WPI's business plan and as additional consideration of Employee's covenant not
to compete with the Company, WPI does agree to provide the compensation and
benefits outlined under paragraphs 5 through 14 here below, notwithstanding the
Employee's continuing employment with the Company.
2. DUTIES & RESPONSIBILITIES. Employee is being retained for the purpose of
Growing and Building WPI. Employee shall perform it to the best of his ability
during the Term.
3. CONFIDENTIALITY, NON-COMPETE. Employee shall during the Term, refrain
from disclosing Confidential information of WPI to third parties; except in the
performance of Employees duties and responsibilities and where deemed reasonably
in the best interests of WPI. Employees shall not compete directly with, nor
interfere with the business of WPI during the Term.
4. ENLARGEMENT OF PATENT RIGHT ASSIGNMENT(S). Employee shall, for valuable
consideration contained herein, extend the period of patent rights assignments
for any derivative intellectual property relating directly to CyberSpot,
Delivery Verification Technology and/or Instant On User Interface during the
Term.
5. BASE SALARY. Employee shall be entitled to a base salary of $180,000
during the Term commencing in year one of the Agreement. Said base salary shall
be increased by 6% per year during the Term or by the CPI index whichever shall
be greater.
6. SBO BONUS. Employee shall be entitled to receive up to a 20% SBO bonus
quarterly for the achievement of certain minimum performance objectives related
to Employees duties and responsibilities as outlined under paragraph 2 above.
7. EMPLOYEE STOCK OPTIONS. Employee shall receive _____ stock options
("Warrants") to purchase ANYX common stock, or whatever stock symbol shall later
be adopted by the parent company, ANYOX Resources, Inc. Said options shall be
exercisable at $0.01 (One Cent) within five years from date of issue and shall
be deemed to be vested under the following schedule.
Exhibit 10.4
a. Immediate Vesting: 150,000
b. Vesting Pro-Rata over 12 months 150,000
Total Warrants 300,000
8. ADDITIONAL STOCK OPTIONS. Pursuant to the Share Exchange Agreement
("SEA"), pursuant to which, this Employment Agreement is being entered into by
the parties, additional Warrants may become available to WPI Employees. Employee
shall be entitled to receive, not less than the number of Warrants which will
maintain Employees current dilution position relative to Employees ownership
position at the date of the execution of the SEA, as shown in Exhibit A attached
hereto, of the total issued and outstanding shares and/or options. This
anti-dilution provision shall not contemplate additional shares or options to
Employee in the event that additional securities are offered publicly or
privately for the purpose of raising additional capital or as an incentive to a
strategic third party entity entering into a transaction with the Company. This
covenant is not withstanding Employees continuing employment with WPI, or his
ability to perform the duties and responsibilities outlined herein.
a. Subject only to WPI achieving a fist year goal, outlined under the SEA,
of $2,000,000 (Two Million Dollars) in revenue and WPI receiving an additional
5,500,000 (Five Million Five Hundred Thousand) Warrants, exercisable at $6.00
per share as anticipated in the SEA, Five Employee shall immediately be granted
333,667 of said options.
b. b. Subject only to WPI achieving a second year goal, outlined under the
SEA, of $5,000,000 (Five Million Dollars) in revenue and WPI receiving an
additional 7,000,000 (Seven Million) Warrants, exercisable at $6.00 per share as
anticipated in the SEA, then Employee shall immediately be granted 1,112,222 of
said options.
OTHER BENEFITS
9. COMPANY CAR. WPI shall provide for Employee, during the Term, a high-line
company car of Employee's choice for Employee's sole use with a monthly payment
of up to $1,200 per month. Should employee desire a company car, which exceeds
this monthly payment amount, Employee may elect same and contribute the
additional amount monthly as a payroll deduction. WPI shall be responsible for
all insurance and major service and maintenance on said company car.
10. HEALTH INSURANCE. WPI shall provide for Employee, during the Term,
health insurance for Employee, Employee's immediately family or life partner and
life partner's offspring. A life partner shall be defined herein as any adult
and offspring thereof residing with Employee, exempting the first 90 days of
such relationship. Or the salary will be changed to equal the cost of said
health insurance.
11. VACATIONS. WPI shall provide for Employee, during the Term, paid
vacations equal to those adopted as policy for senior executives of WPI, but in
no circumstances less than four (4) weeks per year. Pay for said vacations shall
be at least equal to Employees annual salary pro-rated on a weekly basis.
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Exhibit 10.4
12. LIFE INSURANCE PREMIUM. WPI shall provide Employee with an annual Life
Insurance of at-least $500,000 where the beneficiary is a member of the
Employee's family or designated by the Employee.
ARBITRATION: The parties hereby submit all controversies, claims and matters of
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difference arising out of this Agreement to arbitration in Sarasota, Florida
according to the rules and practices of the American Arbitration Association
from time to time in force. This submission and agreement to arbitrate shall be
specifically enforceable.
ATTORNEY FEES: If any legal action or any arbitration or other proceeding is
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brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
the Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
[NOTE: BOTH PARTIES AGREE (BY HANDWRITTEN NOTE) THAT THIS AGREEMENT WILL
SUPERCEDE ALL OTHER EMPLOYMENT AGREEMENTS.]
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