(27)(vii) Employment Agreement between Global Online, Inc. and W. Xxxxx
Xxxxxxx, dated February 19, 1999.
This Agreement for Employment is made on the 19th day of February, 1999 by and
between Global Online, Inc. (hereafter referred to as "Employer" or "Company")
and W. Xxxxx Xxxxxxx (hereinafter referred to as "Employee").
The Employer shall employ Employee subject to the following terms and
conditions.
1. Employment for the above Employee shall commence on January 15, 1999.
2. The following duties and responsibilities shall be competently performed
by Employee.
President
1. Employee, during the continuance of his employment by the
Company, shall use his best efforts in the selection and supervision of
personnel, the conception, organization, execution and coordination of
operating, merchandising and expansion programs and the application thereto of
progressive
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techniques, controls, systems and procedures, as required to improve sales,
reduce expenses and otherwise increase profitability and protect and enhance the
image of the Company in relation to its personnel and the public.
2. Employee, in the fulfillment of such responsibilities and the
performance of such duties, shall be accountable to and be subject to the
direction and control of the Company's Board of Directors.
3. Employee shall devote as much of his time and attention and
energies and services as is reasonably needed for the fulfillment of such
responsibilities and performance of such duteis, serve on such committees to
which the Company may appoint him from time to time, exert his best efforts to
improve the business and condition of the Company.
In addition to the duties stated above, the Employee shall perform such further
and other duties required by the Employer.
3. The Employee shall work such hours as a required by the Employer for the
employee to competently perform the duties of his position. The Employee shall
use his or her best efforts on behalf of the Employer.
4. The Employee shall comply with all stated standards of performance, policies,
rules and regulations. The Employee shall also comply with such future Employer
policies, rules, regulations, performance standards and manuals as may be
published or amended from time to time.
5. Employment under this Agreement shall commence on February 19, 1999 and shall
continue undisturbed unles terminated prior to such time for cause.
6. The Employer shall make payment to the Employee a set amount as compensation
for services rendered. The Employee agrees to accept the sum of $52,000 per
year, payable weekly, in the amount of $1000. In addition to the above
compensation, the Employee will be entitled to the following "fringe benefits":
1. Two weeks paid vacation per year
2. Holidays, personal and sick days as allowed all employees
3. Single person health care insurance plan when available.
4. Industry related dues and subscriptions, $1000.00 annually
5. Automobile expenses of $500.00 monthly
5. Cell phone/pager expense of $100.00 monthly.
7. Company shall provide, pursuant to future employee stock option program,
employee with an option to purchase ten thousand (10,000) shares, for purchase
price of one dollar ($1.00) per share when available. All stock purchased under
this Option shall be adjusted to preserve the value of the bonus in the event of
a stock divident, stock split or reverse stock split, recapitalization, merger,
consolidation, reorganization, cash or property dividend exchange of shares,
repurchase of shares or any other change in the corporate structure of or by the
Company that in any such event materially affects the outstanding shares of
Stock.
8. Company's Board of Directors will evaluate Employee's salary compensation on
or before July 15, 1999 and annually thereafter.
9. This contract of employment may terminate upon the occurrence of any of the
following events: (a) The death of the Employee; (b) The failure of the Employee
to perform his duties satisfactorily after notice or warning thereof; c) for
just cause based upon non-performance of duties by Employer; (d) Economic
reasons
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of the Employer which may arise during the term of this Agreement and which may
be beyond the control of the Employer.
10. During the course of his/her employment, the undersigned shall promptly
disclose in writing to the Company all inventions, discoveries, concepts,
developments and innovations, conceived in whole or in party by the undersigned
or through assistance of the undersigned, directly or indirectly. Such shall be
disclosed whether conceived or developed during working hours or not, which (a)
Result from any work performed on behalf of the Company, or pursuant to a
research project for the Company, or (b) Relate in any manner to the existing
business of the Company, or c) Result from the use of the Company's time,
material, employees or facilities.
11. All rights, titles and interests to said inventions, concepts or innovations
are hereby assigned by the undersigned solely and completely to the Company, its
successors and assigns.
12. At the Company's request, the undersigned shall execute specific assignments
to any such invention, concept or innovation and execute, acknowledge and
deliver any additional documents required to obtain letters, patent, trademark
or copyright in any jurisdiction. The undersigned shall also, at the Company's
request and expense, assist in the defense and prosecution of said letters,
patent, trademark or copyright as may be required by the Company. This provision
shall survive termination of employee with the Company.
13. The Employee agrees that upon the termination of employment with said
Employer, that he shall not compete with the business of the Company, its
successors, or its assignees, neither shall he directly or indirectly undertake
or assist in the solicitation of any customer or account of the Employer
existing during the course of his employment with the Employer for a period of
one year or
1. Induce or attempt to persuade any former, current or future employee,
agent, manager, consultant, director or other participant in Company's business
to terminate such employment or other relationship in order to enter into any
relationship with the Employee, any business organization in which the employee
is a participant in any capacity whatsoever, or any other business organization
in competition with Company's business; or
2. Use contracts, proprietary information, trade secrets, confidential
information, customer lists, mailing lists, goodwill or other intangible
property used or useful in connection with the Company's business.
14. This Agreement may not be assigned without prior notice by either party.
Such assignment is subject to the mutual consent and approval of any such
assignment
15. This Agreement constitutes the complete understanding between the parties,
unless amended by a subsequent written instrument signed by the employer and
employee. Any dispute under this contract shall be required to be resolved by
binding arbitration of the parties hereto. Each party shall select one
arbitrator and both arbitrators shall select a third. The arbitration shall be
governed by the rules of the American Arbitration Association then in force and
effect.
X. Xxxxx Xxxxxxx Xxxxxxx X. Xxxxxx, CEO
Employee Global Online, Inc.
