KEY EXECUTIVE EMPLOYMENT AGREEMENT
THIS
KEY EXECUTIVE EMPLOYMENT AGREEMENT
(the
“Agreement”) is made this 1st day of November, 2005 (the “Effective Date”), by
and between CYBERDEFENDER CORPORATION, a California Corporation (the “Company”),
and Xxxxx Xxxxxxxxxx, (the “Executive”).
WHEREAS,
the
parties are entering into this Agreement to set forth and confirm their
respective rights and obligations with respect to the Executive’s employment by
the Company.
NOW
THEREFORE,
in
consideration of the mutual covenants set forth below, the parties agree as
follows:
Terms
& Conditions
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1.
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Employment.
Company
hereby hires Executive as its President and Chief Operating Officer.
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2.
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Duties.
Policies. Executive
agrees to serve as the President and Chief Operating Officer as defined
in
Exhibit “A,” attached and incorporated herein by reference, subject to the
terms set forth in this Agreement. Executive hereby accepts such
employment on the terms and conditions described herein.
Executive shall obtain the prior written approval of the Company’s Board
of Directors (which approval shall not be unreasonably withheld),
before
Executive shall be entitled to serve as director on the governing
boards
of other for-profit or not-for-profit entities and to retain any
compensation and benefits resulting from such service, so long as
such
service does not unduly interfere with his duties and obligations
under
this Agreement.
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3.
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Standard
of Performance. Executive
shall at all times faithfully and industriously and to the best of
Executive’s ability, experience, and talents perform all of the duties
that may be required of Executive and as may be assigned to Executive
from
time to time by the Board of Directors of the Company consistent
with the
terms of this Agreement. Executive shall work on a full-time basis
for
Company. Executive agrees that he will transition out of all existing
third party consulting engagements within 60 days, and thereafter
have
advisory roles only. Company recognizes the value to Company of
Executive’s current and future advisory and networking activities and
therefore will allow Executive to continue with them so long as there
is
no negative impact on Executive’s performance under this Agreement.
Executive at no time
shall provide services to competing
businesses.
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4.
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Term.
The
term of Executive’s employment, pursuant to this Agreement, will commence
on the 1st day of November, 2005 (the “Commencement Date”) and continue
until the 31st
day of November,
2008
(the “End Date”), or upon termination of this Agreement described in
Section 7
below, whichever shall occur first
(the “Term”).
This provision is for reference and convenience of the parties to
this
Agreement and in no way diminishes the at-will nature of this Agreement.
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5.
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Compensation.
In
consideration of all services rendered during the term of this Agreement,
Company shall pay Executive the amounts described in Exhibit “A”, which is
attached and incorporated fully by reference herein. Executive will
receive no additional compensation for serving the Company in any
other
capacity, unless by prior written approval of the Board of Directors.
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a.
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Benefits
and Expenses. Subject
to Section 7 and upon satisfaction of applicable eligibility requirements,
Executive shall be entitled to participate in all fringe benefits
which
Company may from time to time make generally available to other Executives
of the Company with comparable responsibilities, subject to the provisions
of those programs, including but not limited to incentives, bonuses,
family health, family dental, at home and mobile Internet access,
cell
phone, disability, and other plans and programs (collectively “Benefits”)
as may be offered by Company from time to time.
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The
Company shall promptly reimburse Executive, in accordance with the Company’s
policies and procedures in effect from time to time, for all expenses reasonably
incurred by Executive in performance of Executive’s duties under this Agreement,
including reimbursement for miles driven by Executive in furtherance of the
Company. Any expenses exceeding $1,000 incurred by Executive that are not
directly and productively related to a company event, project or activity that
has been authorized by the Company’s Executive Committee must be approved by the
Company’s Board of Directors.
Executive is responsible for proper substantiation and reporting of actual
and
incurred expenses. Executive may consult with a tax advisor to determine the
deductibility or taxability of payments made under this section.
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b.
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Stock
Option Entitlement.
Executive shall be entitled to stock options in Company as described
in
Exhibit “A.” Said entitlement is based upon Executive’s continued
employment, subject to the provisions of Sections 7 and 8 below,
during
the initial term of this Agreement. All stock options granted to
Executive
pursuant to this Agreement shall be governed by the terms and conditions
of the Company’s stock option plan and stock option agreement as approved
by the Company’s Board of Directors; provided,
however,
that to the extent that the terms of said stock option plan or stock
option agreement shall be inconsistent with or contradict the terms
of
this Agreement, then the terms of this Agreement shall
govern.
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c.
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Incentive
Bonus Compensation.
Executive shall be entitled to bonus compensation as described in
Exhibit
“A” based upon achievement of milestones as noted.
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d.
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Vacation.
Executive
shall be entitled to vacation time, as defined in Exhibit “A” attached
hereto and incorporated by reference herein, during each year of
the term
of the Agreement. Executive shall take vacations in accordance with
the
Company’s policies as they may change from time to time.
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6.
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Deductions.
Company
shall deduct and withhold from all compensation payable to Executive
all
amounts required to be deducted or withheld pursuant to any present
or
future federal, state, or local law, ordinance, regulation, order,
writ,
judgment, or decree requiring such deduction or
withholding.
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7.
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Termination.
This
Agreement and Executive’s employment by Company may be terminated by
either party prior to the end of the initial term (or any renewal
period)
upon thirty (30) days’ prior written notice to the other party, with
termination date effective upon the lapse of thirty (30) days from
the
receipt of notice of intent to terminate (the “Effective Termination
Date”). Executive’s employment may be terminated (i) upon any Change of
Control as described in Subsection (a) below; (ii) Executive’s death or
disability as described in Subsection (b) below; (iii) for any reason
other than for cause or non-performance at any time; or (iv) for
cause, as
defined in Subsection (c) below.
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a.
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Change
of Control. All
stock or stock option grants to Executive shall automatically vest
upon a
Change of Control. The term “Change of Control” shall mean (i)
the sale to a third party of all or substantially all of the assets
of the
Company, or (ii) the transfer to a third party of fifty percent (50%)
or
more of the outstanding voting power of the
Company. However,
the Company’s pending merger with Immunotechnology Corporation shall not
be deemed to be a Change of Control. Further, severance will be paid
according to “Post Termination Benefits,” as defined in Exhibit
“A.”
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b.
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Constructive
Termination.
The term “Constructive Termination” shall mean (i)
a change in the position, authority,
duties,
responsibilities (including reporting responsibilities) or status
with the
Company of the Executive that is inconsistent in any material and
adverse
respect with the Executive’s position, authority, duties, responsibilities
or status with the Company as provided in this Agreement, (ii) an
adverse
change in the Executive’s title, (iii) any reduction in salary not agreed
to by the Executive, (iv) any breach by the Company of any other
material
obligation of the Company under this Agreement, (v) any requirement
by the
Company to relocate Executive to an office outside
of a thirty (30) miles radius from Executive’s residence as of the
Effective Date, (vi) any purported termination by the Company of
the
Executive’s employment other than as permitted by this Agreement, or (vii)
the failure of Executive to be elected or reelected to the Board
of
Directors during the Term.
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c.
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Disability.
Company may terminate Executive's employment if Executive suffers
a
disability that renders Executive unable, as determined in good faith
by
the Board, to perform the essential functions of the position, even
with
reasonable accommodation, for six
months in any 12-month period. If Executive's employment is terminated
under this section 7(b),
Executive shall receive payment for all accrued salary,
earned and pro rata bonus
compensation, vacation time, and benefits under Company benefit plans
through the Termination Date, which for purposes of this section
shall be
a date specified by the Board. After the Termination Date, Company
shall
not pay to Executive any other compensation or payment of any kind,
or
severance, or payment in lieu of notice. All health and dental benefits
provided shall be extended, at Executive's election and cost, to
the
extent permitted by Company's policies and benefit plans, for six
months
after Executive's Termination Date, except as required by law (e.g.,
COBRA
health insurance continuation election). Except as set forth in the
preceding sentence, all benefits provided by Company to Executive
under
this Agreement or otherwise shall cease on the Termination
Date.
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d.
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Cause.
The
term “cause” in the event of termination of the Executive employment
means: (i) the commission of any act of fraud, embezzlement or dishonesty
by the Executive that is materially and demonstrably injurious to
the
Company; or (ii) any act or omission by Executive which constitutes
a
material
default or breach of the terms in this Agreement, including, but
not
limited to Sections 9 and
11.
In the event the Company desires to terminate Executive for “cause” as
defined herein, Company shall give Executive written notice of the
circumstances constituting the termination for “cause” per Section 13,
below. After receipt of such notice, Executive shall have fifteen
(15)
business days to cure the circumstances constituting “cause” to the
satisfaction of the Company’s Board of Directors, which shall not be
unreasonably withheld.
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8.
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Consequences
of Termination. In
the event of termination as described in Section 7,
Company
shall be obligated to make payments and provide benefits accrued
to the
Executive within three (3) business days of the Effective Termination
Date.
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a.
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Termination
by Company.
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i.
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For
Cause. Upon
effective termination of Executive by Company for cause, Executive
is
entitled to accrued salary, earned and pro rata bonus
compensation,
vested stock options and vested benefits. No severance or Post Termination
Benefits will be paid.
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ii.
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Without
Cause.
Where Company terminates Executive at its sole discretion but
without cause, Executive
is entitled to accrued salary,
earned and pro rata bonus compensation,
full vesting of all stock and stock options
(provided that Executive shall have completed no less than one (1)
year of
employment),
and the Post Termination Benefits as the Company has made available
from
time to time, specifically as identified in Exhibit “A”
herein.
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b.
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Constructive
Termination.
In
the event of Constructive Termination
of
Executive, Executive is entitled to accrued salary, earned and pro
rata
bonus compensation, full vesting of all stock and stock options (provided
that Executive shall have completed no less than one (1) year of
employment), and the Post Termination Benefits as the Company has
made
available from time to time, specifically as identified in Exhibit
“A”
herein.
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c.
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Termination
by Executive.
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i.
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Voluntary.
Where
Executive voluntarily terminates Executive’s employment with Company, for
any reason other than retirement, death or disability (as defined
in
Section 7(b)),
or
Constructive Termination, Executive is entitled to accrued unpaid
salary,
earned and pro rata bonus compensation,
vested stock options, and any benefits required by law.
Any Post Termination Benefits are not available and not payable to
Executive should Executive terminate employment by reason
hereof.
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ii.
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Involuntary.
Where Executive’s employment is terminated due to retirement, death or
disability, then the Executive or the Executive’s representative
(including anyone representing Executive’s interests subsequent to the
above-mentioned events) is entitled to any accrued unpaid salary,
earned
and pro rata bonus compensation, vested stock and stock options,
and Post
Termination Benefits, subject to the provisions of Section 7(b),
above.
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9.
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Technology
and Confidential Information.
Executive is retained by the Company in a capacity in which he may
generate intellectual property of value to the Company, and under
conditions in which he shall have access to Confidential Information
which
is unique and valuable to the Company and not generally known.
Accordingly, Executive agrees that:
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a.
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Definitions.
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(1)
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The
term “Intellectual Property” as used in this Agreement includes, for
example: concepts; discoveries; developments and technical contributions;
manufacturing, engineering and programming techniques; designs; computer
software and programs; data and technical information (irrespective
of
whether in human or machine readable form), inventions (whether or
not
patentable), works of authorship, mask works; and trademarks and
goodwill;
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(2)
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The
term “Affiliated Companies” used in this Agreement means any business
entity: (i) which is owned in whole or in part by the Company; (ii)
which
is owned by a business entity which is owned in whole or in part
by the
Company; (iii) which owns a controlling interest in the Company;
or (iv)
in which a controlling interest is owned by a business entity which
in
turn owns the Company;
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(3)
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The
term “Intellectual Property Relevant to the Company” or “Relevant
Intellectual Property” as used in this Agreement means
all Intellectual Property that Executive may,
during the Term and within Executive’s scope of employment,
solely
or
jointly with others
author, conceive,
develop or reduce to practice, or cause to be authored, conceived,
developed or reduced to practice.
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(4)
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The
term “Confidential Information” as used in this Agreement means any and
all Intellectual Property and technical and business information
disclosed to Executive by the Company
which:
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(a)
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concerns
or relates to any aspect of the business of the Company or any Affiliated
Company,
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(b)
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is
owned or used by the Company or any Affiliated Company,
or
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(c)
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is,
for any reason, otherwise treated as confidential by the Company
or an
Affiliated Company;
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except
such items which Executive can show by clear and convincing evidence
were:
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(d)
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publicly
and openly known (i.e., in the public domain) prior to the date of
this
Agreement, or
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(e)
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subsequent
to the data this Agreement, became publicly and openly known through
no
fault of Executive.
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b.
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Development
and Disclosure of Intellectual Property to Company.
During the Term,
Executive will assist the Company
in
all reasonably
possible ways within
Executive’s duties and expertise, in
the discovery, perfection and development of Relevant
Intellectual
Property and will, at all times, promptly and fully disclose all
such
Relevant
Intellectual Property to the Company, recognizing that any
Intellectual
Property Relevant to the Company shall be the exclusive property
of the
Company or its nominee, whether or not reduced to practice, published,
or
patented, copyrighted or licensed to
others.
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c.
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Assignment. Except
as provided in Section 9(h) below, Executive
hereby assigns (and will assign without further consideration, except
as
may be provided by statute) to the Company or its nominee all rights
to
all Relevant Intellectual Property (whether or not patentable,
copyrightable, or susceptible to any other form of protection) in
the
United States and all foreign countries. With
respect to Relevant Intellectual Property, this
assignment includes, among other
things:
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(1)
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The
full and exclusive right, title and interest to such
Intellectual Property, in the United States and all other
countries;
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(2)
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The
right of priority and all other rights under any and all international
agreements to which the United States of America
adheres;
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(3)
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The
right to file and prosecute applications in any and all countries
for
patents, copyright registrations, design registrations, mask work
protection and/or other protection;
and
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(4)
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All
applications for patents, copyright registrations, design registrations,
mask work protection and/or other protection, and all patents,
registrations and the like which result in such
applications.
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d.
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Work
for Hire.
Any copyrightable works comprising Relevant Intellectual Property
will be
Works for Hire under the copyright laws of the United States with
respect
to all of the rights comprised in such
works,
including any separate contributions to collective
works.
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e.
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No
Inconsistent Acts; Assistance to the Company.
Executive shall not, at any time during the Term
or thereafter, knowingly
take,
or knowingly
cause,
any action or omission which would be inconsistent with or tend to
impair
the rights of the Company or any Affiliated Company in Relevant
Intellectual Property or in Confidential Information, and Executive
will,
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f.
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No
Unauthorized Disclosure or Use of Confidential
Information.
Executive acknowledges that any unauthorized disclosure or use of
Confidential Information to which he shall have access by virtue
of his
position in the Company may
cause the Company irreparable injury or loss. Accordingly, Executive
shall
not, at any time during the Consulting Term or for a period of one
(1)
year thereafter, use any Confidential Information in any manner not
expressly authorized by the Company and, unless Executive has prior
written authorization from the Company, shall not disclose to others
any
Confidential Information or use any Confidential Information other
than as
required in the performance of Executive’s duties under this
Agreement.
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g.
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Return
of Confidential Information And Company Materials.
Upon termination of this Agreement, Executive will return to the
Company
all Confidential Information, and any other documents relating to
the
business of the Company or any Affiliated Company, and all Company
documents, equipment and supplies that may be in Executive’s possession.
Executive will return to Company all copies of Company
documents, drawings, software and programs, including all recordings
on
magnetic, optical or other media, and all listings, and shall not
take or
retain any copies thereof.
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h.
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Exception
to Assignments.
It is agreed and acknowledged that the provisions of this Agreement
requiring assignment by Executive of Intellectual Property to the
Company
do not apply to any invention that qualifies fully under the provisions
of
California Labor Code Section 2870 (attached hereto as
Exhibit “B”).
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10.
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Injunctive
Relief.
The parties agree that damages would be an inadequate remedy for
Company
in the event of a breach or threatened breach of Section 9(f)
of this Agreement by Executive, and in the event of any such breach
or
threatened breach, Company may, either with or without pursuing any
potential damage remedies, seek
to obtain
and enforce an injunction prohibiting Executive from violating
Section
9(f) of this
Agreement and requiring Executive to comply with its
terms.
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11.
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Representations.
Executive hereby represents and warrants to Company that: (a) he
is not
now under any contractual or quasi-contractual obligation that is
inconsistent or in conflict with this Agreement or that would prevent,
limit or impair Executive’s performance of his obligations under this
Agreement;
(b) he has been advised that he may seek the advice and representation
of
independent counsel prior to entering into this Agreement; and (c)
he
fully understands its terms and provisions.
Company hereby represents and warrants that the execution and delivery
of
this Agreement has been duly authorized by the Company and that the
Company has taken all necessary corporate action for such execution
and
delivery.
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12.
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Attorneys’
Fees. If
any legal proceeding is necessary to enforce or interpret the terms
of
this Agreement, or to recover damages for breach of this Agreement,
the
prevailing party shall be entitled to reasonable attorney fees, as
well as
costs and disbursements, in addition to any other relief to which
the
prevailing party may be entitled.
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13.
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Notices.
Any notices provided hereunder must be in writing and shall be deemed
effective on the earlier of personal delivery (including personal
delivery
by facsimile) or the third day after mailing first class mail to
the
recipient at the address indicated
below:
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CYBERDEFENDER
CORPORATION EXECUTIVE
00000
Xxxxxxxx Xxxx., Xxxxx 000 __________
Xxx
Xxxxxxx, XX 00000
__________
or
to
such other address or to the attention of such other person as the recipient
party will have specified by prior written notice to the sending
party.
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14.
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Severability.
If
any term, provision, or part of this Agreement is found by a court
to be
invalid, illegal, or incapable of being enforced by any rule of law
or
public policy, all other terms, provisions, and parts of this Agreement
shall nevertheless remain in full force and effect as long as the
economic
or legal substance of the transactions contemplated hereby is not
affected
in any manner materially adverse to any party. On such determination
that
any term, provision, or part of this Agreement is invalid, illegal
or
incapable of being enforced, this Agreement shall be deemed to be
modified
so as to effect the parties’ original intent as closely as possible to the
end that the transactions contemplated by this Agreement and the
terms and
provisions of this Agreement are fulfilled to the greatest extent
possible.
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15.
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Entire
Agreement.
This document (and
the agreements, plans and exhibits referred to herein)
constitutes the final, complete, and exclusive embodiment of the
entire
agreement and understanding between the parties related to the subject
matter of the Agreement and supersedes and preempts any prior or
contemporaneous understandings, agreements, or representations by
or
between the parties, written or oral. Without limiting the generality
of
the foregoing, except as provided in this Agreement, all understandings
and agreements, written or oral, relating to Executive’s employment by
Company, or the payment of any compensation or the provision of any
benefit in connection therewith or otherwise, are hereby terminated
and
shall be of no future force and
effect.
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16.
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Counterparts.
This Agreement may be executed on separate copies, any one of which
need
not contain signatures of more than one party, but all of which taken
together will constitute one and the same
agreement.
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17.
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Successors
and Assigns.
This Agreement is intended to bind and inure to the benefit of and
be
enforceable by Executive and Company, and their respective successors
and
assigns, except that Executive may not assign any of his rights or
duties
under this Agreement without Company’s prior written
consent.
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18.
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Amendments.
No
amendments or other modifications to this Agreement may be made except
by
a writing signed by both parties. Except for Executive’s estate or legal
representative and affiliates of Company, nothing in this Agreement,
express or implied, is intended to confer on any third person any
rights
or remedies under or because of this
Agreement.
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19.
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Choice
of Law.
Executive and Company agree that this Agreement shall be interpreted
in
accordance with and governed by the laws of the State of
California.
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IN
WITNESS WHEREOF,
the
parties now execute this Agreement, to be effective on the date first stated
in
this Agreement.
ACKNOWLEDGED
AND ACCEPTED:
EXECUTIVE
______________________________
Xxxxx
Xxxxxxxxxx
ACCEPTED
AND AGREED:
CYBERDEFENDER
CORPORATION
_____________________________
Xxxx
Xxxxxxxx
Chief
Executive Officer
EXHIBIT
A
1.
Job Description
-
Executive shall perform such duties as are consistent with his position as
President and Chief Operating Officer and as may be reasonably required by
Company’s Board of Directors (the “Board”). Such duties shall include, without
limitation, the duties and responsibilities typically carried out by a President
and Chief Operating Officer, specifically including without limitation:
Management of daily Company operations; management of all product development
(consumer and enterprise products); management of all
advertising/marketing/business development/PR; management of development staff,
operations and marketing personnel - (hire and fire); and meeting company
goals/revenue metrics. Executive’s position shall be the second position on
Company organizational chart directly under and reporting to the Company’s CEO
(organizational chart attached hereto as Exhibit “C”).
2.
Compensation
- Two
Hundred Sixty Thousand Dollars ($260,000.00) per year, payable
bi-monthly.
3.
Bonus Compensation
-
Executive shall have the opportunity to receive bonus compensation and stock
based upon the Company meeting certain goals as described in Schedule “1” to
this Exhibit. To the extent that the Company’s current or future (if revised)
Management By Objective bonus compensation plan is inconsistent with or
contradicts the terms of Schedule “1” to this Exhibit, then the terms of
Schedule “1” hereto shall govern.
4.
Board Seat - Executive
shall be appointed to the Company’s Board of Directors and
shall
receive any standard board compensation and fees as approved by the Board and
granted to other Board members.
5.
Stock Options-
Executive shall have the right to participate in Company’s stock option plan as
follows:
(a) If
Company merges with a public entity by end of X0 0000, Executive will be granted
a stock option entitling Executive to 4.0% of post-transaction public stock
at
Management Option Plan strike price. (strike price will be determined using
fair
and industry standard procedures). If public transaction does not close by
end
of X0 0000, Executive will be granted a stock option (strike price will be
determined using fair and industry standard procedures) entitling Executive
to
such percentage of private Company stock that would be equivalent in value
to a
grant of stock options to purchase 7.5% of the Company’s stock at $0.01 strike
price.
(b) All
stock
options referenced in (a) above will vest monthly in equal monthly installments
in an Incentive Stock Option Plan (ISOP) over a period of 4 years (48 months)
from the Commencement Date. In both cases, grant will be dated on actual date
of
grant but options will begin vesting on the Commencement Date.
6.
Vacation
- three
(3) weeks paid vacation in the first year of employment; thereafter, four (4)
weeks of paid vacation per year.
7.
Post Termination Benefits
- Should
Executive qualify for Post Termination Benefits per the terms of this Agreement,
the Executive will receive his monthly salary for three (3) months.
This
also includes concurrent continuing coverage under any existing health or dental
insurance program for a maximum of three (3) months.
Executive shall also receive earned and pro rata bonus
compensation.
ACKNOWLEDGED: Executive:
__________ Company: __________
SCHEDULE
2
Bonus
Compensation
Commission/Bonuses:
(a) Compensatory
Payment:
Executive shall receive a signing bonus in the amount of $45,000, payable the
last week of December 2005 as a compensatory payment to REMG, Inc.
(TechTransform).
(b) Quarterly
MBO:
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o
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$60K
bonus per quarter for meeting company
goals
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o
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Subject
to MBO Process (see below)
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o
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50%
for meeting company
objectives/goals
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o
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50%
for meeting operating revenue goals, with proportionate
acceleration for
exceeding these goals [what
was wrong with the
example?]
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(c) Annual
Bonuses:
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o
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Year
One:
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§
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$100K
for major milestone achievement in 2006, pre-agreed in Q1 of 2006.
Partial
award for partial accomplishment.
Determination to be made in accordance with MBO process outlined
below.
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§
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Payable
at the end of 2006.
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o
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Year
Two:
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§
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$200K
for major milestone achievement in 2007, pre-agreed in Q4 of 2006.
Partial
award for partial accomplishment.
Determination to be made in accordance with MBO process outlined
below.
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§
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Payable
at end of 2007.
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o
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Annual
Bonuses thereafter, proportional to revenue trend-line.
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MBO
Process:
Management
By Objectives (MBO) System:
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1.
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A
list of objectives will be mutually agreed in writing between
Executive
and
the Company’s CEO before or
promptly after the
beginning of each new quarter
in
accordance with the process set forth below (for each quarter, the
“Quarterly Objectives”). Each set of Quarterly Objectives shall be
Specific, Measurable, Achievable, Realistic, and
Time-based.
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|
2.
|
Within
ten (10) business days after the end of each calendar quarter, Company
will submit to Executive a written report of the Company’s gross revenues
for the preceding calendar quarter. Within five (5) business days
after
receipt of the Company’s quarterly revenue report, Executive will submit
to Company a written report containing the following (for each quarter,
an
“Executive Report”): (i) an assessment of Executive’s accomplishment of
the Quarterly Objectives for the preceding calendar quarter including
the
percentage of accomplishment of the Quarterly Objectives; and (ii)
a
proposal of Quarterly Objectives for the then-current calendar quarter.
Within fifteen (15) business days of receipt thereof, the Company’s CEO
shall either approve or reject the Executive Report in writing; failure
by
Company’s CEO to provide timely rejection of the Executive Report shall be
deemed acceptance thereof.
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|
3.
|
Any
disagreement relating to the substance of any given Executive Report
shall
be negotiated in good faith between the Company’s CEO and Executive. Any
such disagreement that cannot be resolved by Executive and the Company’s
CEO may be referred by either
party for resolution to the Company’s
Board
of Directors or Compensation
Committee.
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|
4.
|
Upon
approval
of
an Executive Report, the
Company shall
pay Executive
the applicable bonus
by multiplying the bonus sum by the approved
attainment percentage
of Quarterly Objectives, which payment shall be made at the next
applicable pay period.
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|
5.
|
Objectives
and Revenue/Profit goals will be based on Company forecasted financial
models presented to investors and auditors.
|
ACKNOWLEDGED: Executive:
__________ Company: __________
EXHIBIT
B
CALIFORNIA
LABOR CODE SECTION 2870
INVENTION
ON OWN TIME - EXEMPTION FROM AGREEMENT
“(a)
Any
provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights in an invention to his
or
her employer shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer's equipment,
supplies, facilities, or trade secret information except for those inventions
that either:
(1)
Relate at the time of conception or reduction to practice of the invention
to
the employer's business, or actual or demonstrably anticipated research or
development of the employer; or
(2)
Result from any work performed by the employee for the employer.
(b)
To
the
extent a provision in an employment agreement purports to require an employee
to
assign an invention otherwise excluded from being required to be assigned under
subdivision (a), the provision is against the public policy of this state and
is
unenforceable.”
EXHIBIT
C
CYBERDEFENDER
ORGANIZATIONAL CHART
