EXHIBIT 10.20
[LOGO] TELEHUBLINK CORPORATION
EMPLOYMENT AGREEMENT
This employment Agreement is between TeleHubLink Corporation, a Delaware
corporation (THLC or the "Company") and Xxxxx X. Xxxxxx (the "Employee").
1) For good and valuable consideration, the Company employs the Employee
on the following terms and conditions.
2) Date of Employment Agreement: Subject to the provisions for termination
set forth below, this Agreement will begin on January 27, 2000.
3) Salary: The Company shall pay Employee a salary of $125,000.00 per
year, for the services of the Employee, payable in equal monthly
amounts at regular payroll periods, no less frequently than once per
calendar month.
4) Other Compensation: The Company shall pay Employee a car allowance of
$500.00 per month.
Bonus: The Employee will be eligible to earn a bonus of up to
$50,000.00 based upon meeting certain agreed milestones defined in
Attachment "A" Section One. In the event Employee, et al, accelerate
the finished design such that production of silicon can be marketed and
generate revenue greater than the budgeted $5.0 million in the initial
year 2000, then Employee would be entitled to an additional bonus of
$50,000.00.
In addition, the Compamy shall pay 100% of the premiums to provide
family, medical and dental insurance under the Tufts HMO and Dental and
Vision provided by HealthPlan Services.
The Company will provide life insurance of no less than $200,000.00
during the term of this Agreement. Also disability insurance amounting
to 2/3rds of the Employee's annual salary will be provided to the
Employee at no cost to him. Such benefits and carriers will be chosen
at the sole discretion of the company and the Employee will direct
benefits.
Additionally when and if, the company establishes, a qualified
retirement plan and other such benefits, including stock options in the
Company, the employee shall participate in a similar manner as other
senior executives of the Company.
5) Term: The term of this Agreement shall be for two (2) years and shall
automatically renew for successive one (1) year periods unless either
party gives the other written notice (90) days prior to the end of the
original or any subsequent term. All terms are subject to the
termination section of this agreement and shall commence on January
27, 2000, and shall end on January 27, 2001, automatically renew as
described above, or unless both parties mutually agree to extend this
agreement or modify it in a manner, which is mutually acceptable to the
parties.
6) Duties and Position: The Company hires the Employee in the capacity of
Chief Technology Officer, CTO. In this capacity the Employee's duties
will consist mainly of
documenting the design, and bringing the xxxxxxxxXxxxxxxxxx.xxx's
unique INSECT technology to the marketplace following the general
milestones established in the formal agreement between
xxxxxxxxXxxxxxxxxx.xxx and THLC. The Employee's duties may be
reasonably modified at the Company's direction from time to time, but
shall at all times be consistent with the Employee's position as CTO.
The Employee and the Company understand and acknowledge that research
and development is an uncertain process and the Employee does not
guarantee nor represent that a saleable product will result from his
development work during the term of this Agreement or at any time. The
employee shall be based in Burlington, Massachusetts but the Employee
may be required from time to time to perform duties hereunder for
reasonably short periods of time outside said area.
7) Employee to Devote Full Time to Company: The Employee will devote full
working time, attention, and energies to the business of the Company
and during this employment, will not engage in any other business
activity, regardless of whether such activity is pursued for profit,
gain or other pecuniary advantage. Employee is not prohibited from
making personal investments in any other businesses provided those
investments do no require active involvement in the operation of said
companies. Any ideas, inventions or intellectual knowledge relevant to
the INSECT technology or other related business ideas, inventions or
intellectual knowledge during the term of this agreement are the sole
property of the Company unless specifically rejected in writing by the
Company in which case the ownership of the ideas, inventions or
intellectual property of the specific subject is automatically released
to the Employee.
8) Confidentiality of Proprietary Information: Employee agrees, during or
after the term of this employment, not to reveal confidential
information, or trade secrets to any person, firm, corporation, or
entity. Should Employee reveal or threaten to reveal this information,
the Company shall be entitled to an injunction restraining the Employee
from disclosing it. The right to secure an injunction is not exclusive,
and the Company may pursue any other remedies it has against the
Employee for a breach or threatened breach of this condition, including
the recovery of damages from the Employee.
9) Reimbursement of Expenses: The Employee may incur reasonable
pre-approved company expenses for furthering the Company's business,
including expenses for entertainment, travel, and similar items. The
Company shall promptly reimburse Employee for all business expenses
after the Employee presents an itemized account of expenditures,
pursuant to Company policy.
10) Vacation: The Employee shall be entitled to a yearly vacation of four
weeks at full pay and benefits.
11) Termination of Agreement: Without cause, the Company may terminate this
agreement at any time upon 180 days' written notice to the Employee. If
the Company terminates the Employee for any reason other than cause,
the Company will pay a severance amount equal to six months of the
Employee's base pay less taxes and social security required to be
withheld, such sum to be paid on the date of termination. The Company
shall pay such severance amount in addition to all sums due to the
Employee hereunder for the time
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between such notice of termination and the termination date specified
in such notice. If the Company requests, the Employee will continue to
perform his duties and be paid his regular salary up to the date of
termination. In addition, the Company will pay the Employee on the date
of termination all accrued compensation including any relevant bonuses
accrued, less taxes and social security required to be withheld.
Without cause, the Employee may terminate employment upon 180 days'
written notice to the Company. Employee may be required to perform his
duties and will be paid the regular salary to date of termination.
Notwithstanding anything to the contrary contained in this agreement,
the Company may terminate the Employee's employment upon 30 days'
notice to the Employee should any of the following events occur:
(a) The sale of substantially all of the Company's assets to a single
purchaser or group of associated purchasers; or
(b) The sale, exchange, or other disposition in one transaction of the
majority of the Company's outstanding corporate shares; or
(c) The Company's decision to terminate its business and liquidate its
assets;
(d) The merger or consolidation of the company with another company;
(e) Bankruptcy or Chapter 11 Reorganization;
In case of (a) through (e) above, or if the Employee shall die during
the term of this Agreement, or if the Company terminates the Employee
without cause, he would be entitled to the termination benefit
described in the termination section above and all stock options and
all shares of the Company due or potentially due within the termination
notice period to the Employee pursuant to the terms of the said
Agreement between xxxxxxxxXxxxxxxxxx.xxx and THLC, or otherwise, shall
immediately vest.
12) Death Benefit: Should Employee die during the term of employment, the
Company shall pay to Employee's estate any compensation due through the
end of the month in which death occurred.
13) Restriction on Post Employment Compensation: For a period of six months
after the end of employment, the Employee shall not control, consult to
or be employed by any business competitive to that conducted by the
Company. These areas are further defined as companies engaged in
"Designing encryption and authentication ASIC's (application specific
integrated circuits), which explicitly are designed for and destined to
be in (a) securing wireless e-commerce transactions, cellular telephone
communications or palmtop computing, and/or (b) contain embedded in
silicon an underlying hardware-based elliptic curve cryptography,
and/or also contain simultaneously to the above-described
functionality, signal recovery and reconstruction functions."
14) Assistance in Litigation: Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or
may become, a party either during or after employment. If such
assistance is furnished by Employee after the termination of this
Agreement, then Employee shall be paid at the annual rate set forth
above in paragraph 3, together with reimbursement of all out of pocket
expenses paid by Employee in connection with such assistance.
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15) Effect of Prior Agreements: This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and the
Employee, except that this agreement shall not affect or operate to
reduce any benefit or compensation inuring to the Employee of a kind
elsewhere provided and not expressly provided in this agreement.
16) Settlement by Arbitration: Any claim or controversy that arises out of
or relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any
court with jurisdiction.
17) Limited Effect of Waiver by Company: Should Company waive breach of any
provision of this Agreement by the Employee, that waiver will not
operate or be construed as a waiver of further breach by the Employee.
18) Severability: If, for any reason, any provision of this Agreement is
held invalid, all other provisions of this Agreement shall remain in
effect. If this Agreement is held invalid or cannot be enforced, then
to the full extent permitted by law any prior agreement between the
Company (or any predecessor thereof) and the Employee shall be deemed
reinstated as if this Agreement had not be executed.
19) Assumption of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this Agreement will inure to the
benefit and be binding upon the Company's successors and assignees.
20) Oral Modifications Not Binding: This instrument is the entire agreement
of the Company and the Employee. Oral changes shall have no effect. It
may be altered only by a written agreement signed by the party against
whom enforcement of any waiver, change, modification, extension, or
discharge is sought.
Signed as of the 27th day of January, 2000.
_________________________ ________________________
Company Employee
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TELEHUBLINK CORPORATION (THLC)
Supplemental Attachment "A" to Employment Contract
XXXXX XXXXXX BONUS OBJECTIVE:
SECTION ONE:
1) Technical compilation of marketing requirements and consequent definition of
functionality content for one or more ASIC's to ensure market-driven
development. (Estimated 2/28/00)
2) Creation and compilation of detailed architecture for first ASIC (Estimated
end 4/30/00)
3) Creation of complete, demonstrable software-based massive simulator of first
ASIC, which can be used for future marketing & business development tasks as
well as for cryptanalysis and evaluation by prospective customers.
(Estimated end 6/30/00)
4) Finish development of first generation of our ECCDH (elliptic curve
cryptographic Xxxxxx-Xxxxxxx) key exchange engine delivered as embeddable SW
code that will run in an ASIC. (Estimated end 8/31/00)
5) Finish of VHDL-level design first ASIC and sign off for synthesis by silicon
foundry and production for beta level (Estimated end 11/30/2000)
Each of the above Objectives carries $10,000.00 payments to be made to Xxxxx X.
Xxxxxx upon the successful completion of the goals.
These objectives should yield first ASIC production prior to the end of year
2000.
ADDITIONAL INCENTIVE:
In the event Panos, et al, accelerate the finished design such that production
silicon can be marketed and generate revenue greater than the budgeted $5.0
million then Panos would be entitled to the following bonus:
IF YEAR 2000 REVENUES (INVOICES ISSUED) EXCEED $5.0 MILLION BY:
LEVEL 1: 1-20%...Panos would be entitled to $25,000.00 in addition to the
bonus described in Section One above.
LEVEL II 21.50%... Panos would be entitled to $50,000.00 in addition to the
bonus described in Section One above.
ANY AMOUNTS GREATER THAN 50%.. . Panos would be entitled to an additional
3% of Net sales of the incremental revenue amount (i.e. If revenues are $10
million, they exceed Level I and Level II which net Panos $50,000.00, Panos
would be entitled to an additional $75,000.00 totaling $125,000.00 bonus.)
Note: Level I and Level II are NOT cumulative and are either/or (They are
indeed disjunctive.)
This bonus would be paid out upon audited financials at year-end.
The intent of this bonus is to provide incentives that reduce the
"time-to-market" availability of product that generates revenue for THLC.
Xxxxx Xxxxx Xxxxx Xxxxxx (Employee)
President/CEO Chief Technology Officer
THLC THLC
