Executed at Fresno, California, on the 25th day of September, 2002, and
effective as of the 1st day of August, 2002
BY AND BETWEEN: JVWEB INC. a body politic and corporate, duly incorporated
according to the laws of the State of Delaware, having a
place of establishment in the City of Fresno, State of
California, one of the United States of America, and therein
located at 0000 Xxxx Xxxx Xxxxxx, Xxxxx 0000, 00000, herein
represented by Xx. Xxxxxxx Xxxxxxxxx, its Chief Executive
Officer, duly authorized for these purposes, as he so
declares, hereinafter referred to and designated as:
"JVWEB"
AND: Xxxx X. Xxxxx, Executive, domiciled and residing at 0000
Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000, hereinafter referred to
and designated as the:
"EXECUTIVE"
WHEREAS "JVWEB" is desirous of retaining the services of "EXECUTIVE" for the
purposes of fulfilling the position of President, on behalf of "JVWEB", subject
to such terms and conditions as are hereinafter to be more fully enumerated;
WHEREAS the "EXECUTIVE" is desirous of becoming gainfully employed by "JVWEB"
and to render such services as may be required of him acting as the President
(President), on behalf of "JVWEB", subject, however, to such terms and
conditions as are hereinafter to be more fully enumerated;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND THE FOLLOWING
COVENANTS, CONDITIONS AND AGREEMENTS, THE PARTIES HERETO DO HEREBY MUTUALY AGREE
AS FOLLOWS:
1. Preamble
The preamble herein recited above shall form an integral part of the present
"Executive Employment Agreement".
2. Employment and Job Description.
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"JVWEB" xxxxxx agrees to initially employ "EXECUTIVE" as its President, and
"EXECUTIVE" hereby accepts such employment in accordance with the terms of this
"Agreement" and the terms of employment applicable to regular employees of
"JVWEB". In the event of any conflict or ambiguity between the terms of this
"Agreement" and terms of employment applicable to regular employees, the terms
of this "Agreement" shall prevail.
3. Duties of Executive.
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The duties of "EXECUTIVE" shall include the performance of all of the duties
typical of the office held by "EXECUTIVE" as described in the bylaws of "JVWEB",
if any, or as may be directed by the Board of Directors of "JVWEB". "EXECUTIVE"
shall devote his entire productive time, ability and attention to the business
of "JVWEB" and shall perform all duties in a professional, ethical and
businesslike manner. "EXECUTIVE" will not, during the term of this "Agreement",
directly or indirectly engage in any other business, either as an employee,
employer, consultant, principal, officer, director, advisor, or in any other
capacity, either with or without compensation, without the prior written consent
of the Board of Directors of "JVWEB", save and except for those Boards of public
companies on which the "EXECUTIVE" presently serves.
Your employment on a full-time basis, during the term of this "Agreement", shall
be located at the offices of "JVWEB" at 0000 Xxxx Xxxx Xxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxxxx, X.X.X. 00000.
4. Compensation.
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Executive will be paid the following base salary as forming part of his
compensation package, as hereinafter enumerated, during this "Agreement" as
follows:
A. 1) A base salary for the period August 1st, 2002 to July 31st,
2003 of ONE HUNDRED AND TWENTY THOUSAND DOLLARS ($120,000.00) U.S.
currency per year, payable on a bi-monthly basis, in arrears, by
direct deposit to a bank account to be designated by "EXECUTIVE", in
writing, to "JVWEB";
2) A base salary for the period August 1st, 2003 to July 31st, 2004 of
ONE HUNDRED AND TWENTY THOUSAND DOLLARS ($120,000.00) U.S. currency
per year, payable on a bi-monthly basis, in arrears, by direct deposit
to a bank account to be designated by "EXECUTIVE", in writing, to
"JVWEB".
B. "EXECUTIVE" shall be granted an employee stock option package consisting
of Six Hundred Thousand (600,000) employee stock options, at a price to be
determined by the regulatory authorities through the traditional "price
protection" process, the said employee stock options to be vested to the extent
of Twenty-Five Thousand (25,000) shares thereof every monthly period during the
term of the present "Agreement", for a total grant of Six Hundred Thousand
(600,000) employee stock options, the whole nevertheless subject to the usual
and required Board, shareholder and regulatory approvals. The employee stock
options herein granted, once they are vested, shall be exerciseable over a
period covering not less than five (5) years, subject, however, to the express
condition that "EXECUTIVE" shall be gainfully employed by "JVWEB" at the time
that each increment thereof shall become vested, pursuant to the foregoing
formula. In the event that there shall be a change of control of the beneficial
ownership of a majority of the issued and paid up capital stock of "JVWEB"
during the term hereof, "EXECUTIVE" will also be entitled to a "performance
bonus" at the discretion of the Board of Directors. The Board of Directors may
also reward the "EXECUTIVE", at its discretion, in the event "EXECUTIVE" is
successful in securing major contracts on behalf of "JVWEB" during the term
hereof.
"EXECUTIVE" will sign and execute a separate Employee Stock Option
Agreement, which will provide for the foregoing, as soon as "price
protection" has been granted and the usual director, shareholder and
regulatory approvals have been obtained.
5. Benefits.
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A. Holidays. "EXECUTIVE" will be entitled to at least three (3) weeks
paid holidays each calendar year, not
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to be taken consecutively. "EXECUTIVE" will notify "JVWEB" on or about
the beginning of each calendar year with respect to the holiday schedule
for the coming year.
X. Xxxx Leave "EXECUTIVE" shall be entitled to sick leave and emergency leave
according to the regular policies and procedures of "JVWEB". Additional
sick leave or emergency leave over and above paid leave provided by
"JVWEB", if any, shall be unpaid and shall be granted at the discretion of
the Board of Directors.
C. Medical and Hospital Insurance. "JVWEB" agrees to include "EXECUTIVE" in
the group medical and hospital
--------------------------------
plan of "JBWEB". "EXECUTIVE" shall be responsible for payment of any
Federal or Provincial income tax imposed upon these benefits.
D. Expense Reimbursement. "EXECUTIVE" shall be entitled to reimbursement
for all reasonable expenses,
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including gas, auto expenses, travel and cellular telephone expenses,
incurred by "EXECUTIVE" in the performance of "EXECUTIVE"'s duties, up
to a maximum of Five Thousand Dollars ($5,000.0) U.S. currency per month.
"EXECUTIVE" will maintain records and written receipts as required by
"JVWEB"'s policies and as may be reasonably requested by the Board of
Directors to substantiate such expenses.
6. Term and Termination.
--------------------
A. The Initial Term of this "Agreement" shall commence on August 1st, 2002 and
it shall continue in effect for a period of approximately twenty-four (24)
months, terminating on July 31st, 2004. Thereafter, the "Agreement" shall
be renewed upon the mutual agreement of "EXECUTIVE" and "JVWEB". This
"Agreement" and "EXECUTIVE"'s employment may be terminated at "JVWEB"'s
discretion during the Initial Term by the giving of a notice to "EXECUTIVE"
of at least ninety (90) days' duration prior to the expiry of the Initial
Term hereof, provided, however, that "JVWEB" shall pay to "EXECUTIVE" an
amount equal to payment of "EXECUTIVE"'s base salary for a period of three
(3) months from the termination date.
The annual renewals after July 31st, 2004 shall be at the discretion of the
Board of Directors of "JVWEB" and, as well, with respect to any revisions
to be made to your compensation package, based on performance. In the event
that the present "Agreement" is not renewed after July 31st, 2004, the
"EXECUTIVE" shall be entitled to six (6) months compensation to be paid to
him on a bi-monthly basis over that period.
B. In the event that this "Agreement" is terminated by "EXECUTIVE", for any
reason whatsoever, "JVWEB" may immediately relieve "EXECUTIVE" of all
duties and immediately terminate this "Agreement".
C. In the event that "EXECUTIVE" is in breach of any material obligation owed
"JVWEB" in this "Agreement", habitually neglects the duties to be
performed under this "Agreement", engages in any conduct that
materially injures "JVWEB" which is dishonest, damages the reputation
or standing of "JVWEB", or is convicted of any criminal act or engages
in any act of moral turpitude relating to duties of an Executive Officer
of "JVWEB", the happening of any of which only circumstances would
constitute "just cause" for termination, then "JVWEB" may terminate this
"Agreement" upon five (5) days written notice to "EXECUTIVE". In event of
termination of the "Agreement" pursuant to this subsection, "EXECUTIVE"
shall be paid only at the then applicable base salary rate up to and
including the date of termination. "EXECUTIVE" shall not be paid any
incentive salary payments or other compensation, prorated or otherwise.
D. In the event that "EXECUTIVE" is disabled, for any reason whatsoever, and
is physically or mentally unable to perform his duties for a period of four
(4) consecutive months, then the present "Agreement" may be terminated by
"JVWEB" at its option.
7. Notices.
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Any notice required by this "Agreement" or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to "JVWEB":
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JVWEB INC.
0000 Xxxx Xxxx Xxxxxx
Xxxxx 0000,
Xxxxxx, Xxxxxxxxxx
X.X.X. 00000
Attention: Xx. Xxxxxxx Xxxxxxxxx,
Chief Executive Officer
(Fax No.: (000) 000-0000)
-------
(E-mail: xxxxxxxxxx@xxxxxxxxxxx.xxx)
-------
With a Copy to:
--------------
Mtre. Morden X. Xxxxxxx
Xxxxxxx, Charbonneau, Advocates
000 Xxxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx, X0X 0X0
(Fax No.: (000) 000-0000)
-------
(E-mail: xxxxxx@xxxxxxxxxxxxxxxxxx.xxx)
------- -----------------------------
If to "EXECUTIVE":
XXXX X. XXXXX
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
(E-mail: xxxxxx@xxxxxxxxxxx.xxx)
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8. Final Agreement.
---------------
This "Agreement" terminates and supersedes all prior understandings or
agreements on the subject matter hereof. This "Agreement" may be modified only
by a further writing that is duly executed by both parties.
9. Governing Law.
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This Agreement shall be construed and enforced in accordance with the laws of
the State of California.
10. Headings.
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Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
11. No Assignment.
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Neither this "Agreement" nor any rights and/or interests herein stipulated
and/or contained in this "Agreement" may be assigned by "EXECUTIVE" without the
prior express written approval of "JVWEB", which may be withheld by "JVWEB" at
"JVWEB"'s absolute discretion.
12. Severability.
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If any term of this "Agreement" is held by a court of competent jurisdiction to
be invalid or unenforceable, then this "Agreement", including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
13. Arbitration.
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this "Agreement". Any controversy, claim
or dispute that cannot be so resolved shall be settled by final binding
arbitration in accordance with the rules and regulations of the State of
California regarding arbitration and resolution of disputes. Any such
arbitration shall be conducted in the City of Fresno, State of California, or
such other place as may be mutually agreed upon by the parties. Within fifteen
(15) days after the commencement of the arbitration, each party shall select one
person to act as arbitrator, and the two arbitrators so selected shall select a
third arbitrator within ten (10) days of their appointment. Each party shall
bear its own costs and expenses and an equal share of the Arbitrator's expenses
and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
SIGNED, SEALED AND DELIVERED by )
)
JVWEB INC. )
In the presence of: )
----------------------------- )
Name )
----------------------------- )------------------------
Address ) Xxxxxxx Xxxxxxxxx
_____________________________ ) Xxxxxxx Xxxxxxxxx
Occupation ) Authorized Signature
XXXX X. XXXXX )
In the presence of: )
-------------------------- )
Name )
----------------------------- ) ---------------------
Address ) XXXX X. XXXXX
_____________________________ ) Authorized Signature
Occupation )
