EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 10th day of
March, 2000, by and between UNITED STATES LAWYERS, INC. a Florida corporation
with an office for the conduct of its business at 0000 Xxxxxxx Xxxxx, Xxxxxxxx,
XX 00000 (the "Employer"), and XXXXXXX XXXX XXXXXX, an individual residing at
0000 00xx Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx 00000 (the "Employee"). All reference
in this contract to "the Company" shall mean Global Sources Limited, Inc.
WHEREAS, the Employer desires to employ the Employee as Chief of
Animation and Computer Technology for United States Lawyers, Inc., and
WHEREAS, the parties hereto desire to enter into an agreement of
employment mutually beneficial to said parities, and for the purpose of defining
the rights, duties and obligations of each of the parties hereto;
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which is hereby acknowledged, the Employer and the Employee agree
as follows:
1. Employment. Upon the terms and subject to the conditions of this
Agreement, the employer, United States Lawyers, Inc. hereby employs the Employee
and the Employee hereby accepts employment by the Employer on the terms and
conditions hereinafter set forth.
2. Term. Subject to the provisions of Section 10 of this Agreement, the
Employee's employment shall be for a period of one (1) year commencing on March
15, 2000, and terminating on March 15, 2001.
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3. Employee's Position, Duties and Authority.
3.1 Position. The Employer shall employ the Employee and the Employee
shall serve as the Chief of Animation and Computer Technology for the Employer.
3.2 Description. The Employee shall perform such duties and
responsibilities on a full time basis as shall be reasonably assigned to the
Employee by the President and Chief Executive Officer of the Employer. The
duties will include, but not be limited to, web site development and
maintenance, generation of graphics and design, and computer programming.
3.3 Authority. At all times during the Term, the Employee shall report
directly to the Chairman and Chief Executive Officer of the Employer, or to such
other senior executive as the Chairman and Chief Executive Officer of the
Company may designate.
4. Full-Time Services.
4.1 General. The Employee shall devote substantially all of his
business time, labor, skill and energy to the business and affairs of the
Employer and to the duties and responsibilities referred to in Section 3.2 of
this Agreement.
4.2 Opportunities; Investments. The Employee covenants and agrees
that, during the Term, he shall inform the Company of each business opportunity
related to the actual business being conducted by the Company or any of the
Company's subsidiaries or affiliates of which he becomes aware and that he will
not, directly or indirectly, exploit any such opportunity for his own account
(without first offering it to the Company), nor will he render any services to
any other person or business, or acquire any interest of any
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type in any other business, that competes with the actual business being
conducted by the Company or any of the Company's subsidiaries or affiliates,
including but not limited to United States Lawyers, Inc.
5. Location of Employment. Unless the Employee consents otherwise in
writing, the principal location for the performance of his duties hereunder
shall be at the Employer's offices in Sarasota, Florida.
6. Base Salary/Bonuses.
6.1 Base Salary. The Company shall, commencing March 15, 2000, and
during the continuance of the Employee's employment hereunder, pay to the
Employee, and the Employee agrees to accept, in consideration of his services, a
salary (the "Base Salary") at a rate of FORTY-FIVE THOUSAND DOLLARS ($45,000.00)
per year. All Base Salary shall be payable in accordance with Employer's normal
payroll practices, so long as the Employee's employment continues as provided by
this Agreement.
7. Stock Options. The Employee shall receive the following (collectively,
the "Stock Options") to purchase shares of the Company's Common Stock as
provided below:
Stock Options to acquire 10,000 shares, as adjusted for any stock splits,
stock dividends or similar events occurring after the date hereof, of the
common Stock of the Company, at a price equal to the market value of the
Company's Common Stock as of twenty (20) days after becoming a public
company with registered Common Stock.
The Stock Options shall vest one third (1/3) on March 15, 2001, one third (1/3)
on March 15, 2002 and one third (1/3) on March 15, 2003. The options shall not
be transferable, except upon the optionee's death. The options shall be
exercisable for 10 years from the date of issuance and shall be subject to
termination upon cessation of employment with the Company or the
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Employer, and notwithstanding any provision herein to the contrary, shall be
subject to such other terms and conditions applicable to stock options of the
Company pursuant to the Company's stock option plan as such plan may be amended
from time to time.
8. Expenses; Vacation. The Company shall reimburse the Employee in
accordance with the Employer's regular procedures in effect from time to time
and in form suitable to establish the validity of such expenses for tax
purposes, all ordinary, reasonable and necessary travel, entertainment and other
business expenses as shall be incurred by him in the performance of his duties
hereunder. During the Term of this Agreement, the Employee shall be entitled to
fourteen (14) days vacation annually with pay.
9. Benefits. During the Term, the Employee, upon meeting eligibility
requirements, shall be eligible to participate in any benefits, retirement,
life, medical, dental, or disability or profit sharing program that the Company
or the Employer may establish from time to time, subject to any amendments
thereto that the Company or the Employer may make from time, subject to any
amendments thereto that the Company or the Employer may make from time to time,
on terms no less favorable than those made available to other employees of the
Company.
10. Termination. Notwithstanding the provisions of Sections 1 and 2 hereof,
this Agreement may be terminated prior to the expiration of the Term by the
President and Chief Executive Officer of the Employer or by the Company, with or
without cause, or upon the occurrence of any of the following events:
10.1.1 Upon the death of the Employee;
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10.1.2 Upon the inability of the Employee to perform his duties in any
material respects. Said determination shall be made by the President and Chief
Executive Officer of the Employer or by the Company;
10.1.3 For Cause, which shall include but not be limited to:
(a) The Employee is convicted of a felony criminal offense, or of
a criminal offense involving any act or acts of moral turpitude;
(b) The Employee is guilty of any act of dishonesty, fraud or
theft from the Company, or any of the Company's subsidiaries or
affiliates; or the employee otherwise engages n material dishonest
acts at the expense of the Company;
(c) In the event of willful malfeasance, gross negligence, or
gross or willful material misconduct in the performance of his duties
hereunder; or
(d) Upon the failure or refusal by the Employee to perform
according to or to comply with the reasonable policies and directions
established by the Company after written notice of such non-compliance
and a reasonable opportunity to cure such non-compliance and a
reasonable opportunity to cure such non-compliance within ten (10)
business days of delivery of such notice.
11. Confidential Information. The Employee shall be prohibited from
disclosing to anyone (except to the extent reasonably necessary to perform the
Employee's duties hereunder) any confidential information concerning the
business or affairs of the Company or the Company's subsidiaries or affiliates,
including but not limited to United States Lawyers, Inc., which the Employee may
have acquired in the course of and as incident to his employment or
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prior dealings with the Company or the Company's subsidiaries or affiliates,
including, without limitation, client lists, business or trade secrets, or
methods or techniques used by the Company or the Company's subsidiaries or
affiliates in or about its business. The obligation in this Section 11 survives
the expiration or earlier termination of this Agreement, and shall continue in
effect for a period of five years following such expiration or termination.
12. Notices. Any notice, direction or instruction required or permitted to
be given hereunder shall be given in writing and may be given by telex,
telegram, facsimile transmission or similar method if confirmed by mail as
herein provided; by mail if sent postage prepaid by registered mail, return
receipt requested; or by hand delivery to any party at the address of the party
set forth below. If notice, direction or instruction is given by telex, telegram
or facsimile transmission or similar method or by hand delivery, it shall be
deemed to have been given or made on the day on which it was given, and if
mailed, shall be deemed to have been given or made on third business day
following the day after which it was mailed. Any party may, from time to time,
by like notice given notice of any change of address and in such event, the
address of such party shall be deemed to be changed accordingly.
(a) If to the Company:
Global Sources Limited, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
(b) If to Employer:
Xxxxxxxx X. Colgate
United States Lawyers, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 000000
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(c) If to the Employee:
Xxxxxxx X. Xxxxxx
0000 00xx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
13. General.
13.1 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of Florida,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws.
13.2 Entire Agreement. This Agreement sets forth the entire agreement
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, between or among the parties, except as specifically provided herein.
13.3 Successors and Assigns. This Agreement and the Employee's rights
and obligations hereunder, may not be assigned by the Employee, except that the
Employee may designate one or more beneficiaries to receive any amounts that
would otherwise be payable hereunder to the Employee's estate. This Agreement
shall be binding on any successor to the Company whether by merger,
consideration, acquisition, of all or substantially all of the Company's assets
or business or otherwise, as fully as if such successor were a signatory hereto;
and the Company shall cause such successor to, such successor shall, expressly
assume the Company's obligations hereunder.
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13.4 Amendments; Waivers. This Agreement cannot be changed, modified
or amended, and no provision or requirement hereof may be waived, without
consent in writing of the parties hereto. However, in the event that the Company
issues an Employee Manual which amends or modifies any policy specifically
identified and incorporated into this Agreement, such policy automatically shall
be deemed to be included pas part of this Agreement without further
consideration other than the continued performance of this Agreement's material
terms by the Company.
13.5 Ability to Fulfill Obligations. Neither the Company nor the
Employee is a party to or bound by any agreement which would be violated by the
terms of this Agreement.
13.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original. It shall not be
necessary when making proof of this Agreement to account for more than one
counterpart.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
UNITED STATES LAWYERS, INC
By: /s/ Xxxxxxxx X. Colgate
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Name: XXXXXXXX X. COLGATE
Title: President
EMPLOYEE:
/s/ XXXXXXX XXXXX XXXXXX
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XXXXXXX XXXXX XXXXXX
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