EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made this 30th day of
June, 1999, effective June 1, 1999 and entered into between
WorldWideWeb Xxxxxxxxx.xxx, Inc., a Florida corporation
("Company"), and Smiley X. Xxxxxxx ("Employee").
RECITALS
A. Company is a corporation engaged in the business of providing
web hosting, design and web based training to businesses.
Employee is an individual possessing unique management and
operating talents of value to the Company.
B. Company desires to employ Employee as Chief Operating Officer of the
Company and in such other capacities as agreed on from time to time in
writing by Employee and Company, and Employee desires to accept such
employment, on the terms and conditions set forth in this Agreement.
C. Company and Employee each desire to prevent other competitive
businesses from securing Employee's services and utilizing Employee's
experience, background, confidential information and inventions as
hereinafter set forth.
AGREEMENTS
In consideration of the foregoing recitals and the covenants and
agreements of the parties contained herein, the parties do hereby agree as
follows:
1. Employment: Company hereby hires Employee to perform the
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duties and render the services hereinafter set forth in
Section 2, for a period of five (5) years, commencing June 1,
1999 (the "Employment Term"), and Employee hereby accepts said
employment and agrees to perform said services during the term
of this Agreement. Unless this Agreement is so terminated, or
unless the Company elects not to renew this Agreement at the
end of its initial five-year term, or any subsequent term, by
giving notice to Employee of such non-renewal at least 180
days prior to the end of such term, this Agreement shall be
automatically renewed on the same terms for successive one-
year periods.
2. Duties: Employee agrees to render to the Company the services
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of Chief Executive Officer and President of Company as
outlined in Attachment A.
3. Compensation: As compensation for his services to be performed
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hereunder, Company shall provide Employee with the following
compensation and benefits:
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(a) Base Salary: For all services rendered by Employee to Company
hereunder, the Employee's base salary shall be $250,000.00 per
year, which shall commence June 1, 1999 by the Company,
payable in accordance with the Company's payroll practices as
in effect from time to time, and subject to such withholding
as is required by law.
(b) Bonus: In addition to the base salary specified above,
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Employee may be paid a bonus which shall be in an amount
representing twenty-five (25%) percent of base salary for
the period beginning with the Closing and ending with the
end of the Company's fiscal year (03/31/04). Employee
shall be guaranteed a minimum bonus of $50,000.00
dollars. The performance criteria will be mutually
developed during the first 30 days subsequent to the
closing.
(c) Automobile Allowance: Employee shall be entitled to a
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monthly automobile allowance no greater than $1,300.00
per month.
(d) Vacation: Employee shall be entitled to 3 weeks paid vacation
for the first year and for the subsequent years of this
Agreement. If the vacation is not used during the year earned,
it will be carried forward into subsequent years.
(e) Life Insurance: Employee is hereby authorized to take out
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life insurance policies on his own life in the face
amount of $1,600,000.00, with the provision that all
dividends on such policy shall be applied in reduction of
premiums, and the Company shall agree to pay the annual
premiums on such policy so long as the Employee is
employed by the Company or is a member of the Board of
Directors, and that such premium payments shall be deemed
to be additional compensation to Employee. It is further
agreed that the Company shall have no interest or claim
to such life insurance policy, and that possession of the
policy and all of the rights therein, including the right
to designate the beneficiary, shall vast completely in
the Employee.
Further, at any time during the term of this Agreement, the
Company shall have the right to insure the life of the
Employee for the Company's sole benefit, and to determine the
amount of insurance and the type of policy. The Company shall
be required to pay all premiums due on such policy. The
Employee shall cooperate with the Company in taking out the
insurance by submitting to a physical exam, by supplying all
information required by the insurance company, and by
executing all necessary documents. The Employee, however,
shall incur now financial obligation by executing any required
document,
6399-0100 286751.1
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and sha11 have no interest in any such policy.
(f) Business Expenses: The Company shall reimburse Employee
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for all reasonable business expenses incurred by Employee
in the course of performing services for the Company.
(g) Other Benefits: This Agreement shall not be in lieu of
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any rights, benefits and privileges to which Employee may
be entitled to as an employee of the Company under any
retirement, pension, profit-sharing, insurance, hospital
or other plans which may now be in effect or which may
hereafter be adopted. Employee shall have the same
rights and privileges to participate in such plans and
benefits as any other employee during his period of
employment.
4. Termination: This Agreement and Employee's employment are
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subject to immediate termination at any time as follows:
(a) Death: This Agreement shall terminate immediately upon
Employee's death, in which event the Company's only obligation
shall be payment of all compensation due Employee for services
rendered by Employee prior to the date of his death to
Employee's estate or beneficiary.
(b) Resignation: Upon resignation, Employee shall only be
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entitled to compensation earned as of the date of
resignation. Employee shall give 30 days notice of
resignation in order to allow for an appropriate
transition. Employee agrees to cooperate with the
Company upon reasonable request during the 30-day period
and shall receive salary during this period of
transition.
(c) Employee's Rights Upon Termination: In the event the
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Company elects not to renew Employee's employment, and
the Employee provides to the Company in a form
satisfactory to the Company a release and waiver of any
and all claims and rights which the Employee may then
have or be capable of asserting against the Company, the
Company shall pay to the Fmployee a lump sum severance
payment equal to the Employee's annual base salary as of
the date of termination. Such payment shall be made
within thirty (30) days or for balance of term of
Agreement from the date of termination. The severance
payment described in this paragraph shall be in lieu of
any other obligations of the Company to the Employee or
rights or claims of the Employee against the Company.
(d) Return of Company Property: Upon termination of
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employment for any reason, Employee shall immediately
return to the Company without condition all files,
records, keys, and other property of the Company.
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5. Conflict of Interest: During the term of this Agreement,
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Employee shall devote Employee's full working time, ability,
and attention to the business of the Company, and shall not
accept other employment or engage in any other outside
business activity which interferes with the performance of
Employee's duties and responsibilities under this Agreement or
which involves actual or potential competition with the
business of the Company, except with the express written
consent of the Company.
6. Assignment: This Agreement may not be assigned by Employee,
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but may be assigned by the Company to any successor in
interest to its business. This Agreement shall bind and inure
to the benefit of the Company's successors and assigns, as
well as Employee's heirs, executors, administrators, and legal
representatives.
7. Notices: All notices and other communications under this Agreement
shall be in writing and shall be delivered personally or mailed by
registered mail, return receipt requested and shall be deemed given
when so delivered or mailed, to a party at such address as a party may,
from time to time, designate in writing to the other party. The initial
addresses for notices are as follows:
Employer: WorldWideWeb Institute, Inc.
0000 X.X. 0xx Xxxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Employee: Smiley X. Xxxxxxx
0000 X.X. 00xx Xxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attorney: Xxxxxxx X. Xxxxx, Esq.
Xxxxxxx Xxxx & Xxxxx
00000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxx 00000
8. Severability: In the event any provision of this Agreement is
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void or unenforceable, the remaining provisions shall continue
in full force and effect.
9. Waiver: No waiver of any breach of this Agreement shall
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constitute a waiver of any subsequent breach.
10. Applicable Law: This Agreement shall be construed according
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to the laws of the State of Florida. In the event action is
brought to enforce any provisions of this Agreement in the
Circuit Court for Broward County, the prevailing party shall
be entitled to reasonable attorney's fees as fixed by the
court.
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11. Headings: The paragraph and subparagraph headings herein are
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for convenience only and shall not affect the construction
hereof.
12. Miscellaneous:
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(a) This Agreement constitutes the entire Agreement between
the parties regarding the above matters, and each party
acknowledges that there are no other written or verbal
Agreements or understandings relating to such subject
matter between the Employee and any other individuals or
entities other than those set forth herein. No amendment
to this Agreement shall be effective unless it is in
writing and signed by both the parties hereto. All prior
written or oral agreements concerning the relationship
between the Company and the Employee are merged in this
agreement and are of no legal effect.
(b) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original for all purposes hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
this 6TH day of June , 1999.
WORLDWIDEWEB INSTITUTE, INC. SMILEY X. XXXXXXX
By: /s/Xxxxxx X. Xxx /s/Smiley X. Xxxxxxx
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Signature Signature
Its: Chief Financial Officer Pres/CEO
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