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EXHIBIT 6.4
EMPLOYMENT AGREEMENT
THIS AGREEMENT IS MADE AS OF THE 1ST DAY OF MAY, 2001 (THE "EFFECTIVE
DATE"), BETWEEN SOLUTIONNET INTERNATIONAL, INC., A MINNESOTA CORPORATION, THE
ADDRESS OF WHICH IS 0000 XXXXXX XXXXXX XXXXX, XXXXXXXX, XX 00000
("CORPORATION"), AND XXXXXX XXXXXXXXXXXX WHOSE ADDRESS IS NO. 0 XXXXXXX XXX,
XXXXXX 00-00/00, XXXXXXXXX 000000 ("EMPLOYEE").
R E C I T A L S:
CORPORATION IS ENGAGED IN THE BUSINESS OF DEVELOPING AND MARKETING
PROPRIETARY MULTI-APPLICATION INTERNET INFORMATION TECHNOLOGY SOLUTIONS.
EMPLOYEE IS CURRENTLY SERVING AS CHAIRMAN OF THE BOARD, PRESIDENT, CHIEF
EXECUTIVE OFFICER, TREASURER AND SECRETARY OF CORPORATION AND ITS SUBSIDIARIES.
CORPORATION AND EMPLOYEE ARE MUTUALLY DESIROUS OF EXTENDING EMPLOYEE'S
TENURE FOR A 2 YEAR PERIOD EFFECTIVE MAY 1, 2001.
THE PARTIES ARE DESIROUS OF ENTERING INTO A CONTRACT OF EMPLOYMENT ON
THE TERMS AND CONDITIONS SET FORTH BELOW.
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. ENGAGEMENT OF EMPLOYEE. CORPORATION HEREBY EMPLOYS EMPLOYEE FOR THE
TERM OF THIS AGREEMENT AS SET FORTH IN PARAGRAPH 4 AND, DURING THE TERM OF THIS
AGREEMENT, EMPLOYEE AGREES TO PROVIDE THE FOLLOWING SERVICES TO CORPORATION ON
THE TERMS CONTAINED IN THIS AGREEMENT: EMPLOYEE SHALL HOLD THE TITLE OF CHAIRMAN
OF THE BOARD, PRESIDENT, CHIEF EXECUTIVE OFFICER, TREASURER AND SECRETARY AND
SHALL BE RESPONSIBLE FOR PROVIDING THE SERVICES CUSTOMARILY REQUIRED OF A
CHAIRMAN OF THE BOARD, PRESIDENT, CHIEF EXECUTIVE OFFICER, TREASURER AND
SECRETARY, INCLUDING, BUT NOT LIMITED TO, DIRECTION OF BOTH CORPORATION'S
DAY-TO-DAY OPERATIONS, FINANCIAL MATTERS AND ITS SALES AND MARKETING ACTIVITIES.
EMPLOYEE SHALL DEVOTE HIS FULL TIME AND ATTENTION TO DISCHARGING THE DUTIES OF
HIS POSITIONS AND SHALL REPORT TO CORPORATION'S BOARD OF DIRECTORS. FOR THE
PURPOSES HEREOF, ALL REFERENCES TO THE TERM "CORPORATION" ARE UNDERSTOOD TO
ENCOMPASS SOLUTIONNET INTERNATIONAL, INC., A MINNESOTA CORPORATION AND ITS
VARIOUS SUBSIDIARIES; PROVIDED THAT IT IS UNDERSTOOD AND AGREED THAT EMPLOYEE
WILL BE ON THE PAYROLL OF SOLUTIONNET (ASIA PACIFIC) PTE LTD SINGAPORE.
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2. BASE COMPENSATION.
A. BASE SALARY. DURING THE PERIOD OF MAY 1, 2001 TO APRIL 30,
2002, CORPORATION SHALL PAY TO EMPLOYEE A BASE SALARY OF ONE
HUNDRED THOUSAND ($100,000) DOLLARS (U.S.). DURING THE PERIOD
OF MAY 1, 2002 TO APRIL 30, 2003, CORPORATION SHALL PAY TO
EMPLOYEE A BASE SALARY OF ONE HUNDRED FIFTY THOUSAND
($150,000) DOLLARS (U.S.). SUCH BASE SALARY SHALL BE PAID IN
EQUAL BI-WEEKLY INSTALLMENTS (LESS APPROPRIATE AND NECESSARY
WITHHOLDINGS FOR EMPLOYMENT TAXES), COMMENCING ON
CORPORATION'S NEXT REGULAR PAY DAY AND CONTINUING ON THE SAME
DAY OF EVERY OTHER WEEK THEREAFTER DURING THE TERMS OF THIS
AGREEMENT.
B. BONUS. PREDICATED ON CORPORATION'S PERFORMANCE, EMPLOYEE SHALL
BE ENTITLED TO AN ANNUAL BONUS OF A MINIMUM OF 50% OF THE BASE
SALARY SET FORTH IN SECTION 2(A) ABOVE. THE AMOUNT OF THE
BONUS SHALL BE DETERMINED BY CORPORATION'S BOARD OF DIRECTORS.
C. BENEFITS. EMPLOYEE SHALL HAVE THE RIGHT TO RECEIVE OR
PARTICIPATE IN ANY FRINGE BENEFITS, INCLUDING, BUT NOT LIMITED
TO, PERSONAL DAYS, GROUP TERM LIFE INSURANCE PROGRAMS,
DISABILITY INSURANCE PROGRAMS, MEDICAL EXPENSE REIMBURSEMENT
PLANS, FLEXIBLE BENEFIT PLANS, SO-CALLED QUALIFIED "PENSION OR
PROFIT SHARING PLANS," AND OTHER REASONABLE AND CUSTOMARY
FRINGE BENEFITS WHICH MAY FROM TIME-TO-TIME BE MADE AVAILABLE
BY CORPORATION'S BOARD OF DIRECTORS (AND FURTHER SUBJECT TO
ANY APPLICABLE ELIGIBILITY REQUIREMENTS OF EACH SUCH PROGRAM).
FURTHER, EMPLOYEE SHALL BE ENTITLED TO AN AUTOMOBILE ALLOWANCE
AND OTHER SIMILAR BENEFITS AS DETERMINED BY CORPORATION'S
BOARD OF DIRECTORS.
3. STOCK OPTION. EMPLOYEE SHALL BE ELIGIBLE TO PARTICIPATE IN
CORPORATION'S VARIOUS STOCK OPTION PLANS AS SAME MAY BE IN PLACE FROM TIME TO
TIME, AS DETERMINED BY CORPORATION'S BOARD OF DIRECTORS.
4. TERM AND SEVERANCE. THE TERM OF THIS AGREEMENT SHALL BE FOR TWO (2)
YEARS FROM AND AFTER THE EFFECTIVE DATE.
IN THE EVENT THAT EMPLOYEE IS TERMINATED DURING THE TERM OF THIS
AGREEMENT WITH OR WITHOUT CAUSE OR IN THE EVENT THAT HE RESIGNS BECAUSE OF A
MATERIAL CHANGE IN THE SCOPE OF HIS DUTIES OR BECAUSE OF A CHANGE IN CONTROL OF
CORPORATION THEN, AND IN THAT EVENT, EMPLOYEE SHALL BE ENTITLED TO
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RECEIVE SEVERANCE PAY IN AN AMOUNT EQUAL TO HIS BASE SALARY PLUS HIS ACTUAL
BONUS FOR THE PRECEDING YEAR OR AN IMPUTED BONUS OF 50% OF BASE SALARY IF HE IS
DISCHARGED OR SUFFERS A MATERIAL CHANGE IN DUTY PRIOR TO A BONUS BEING
ESTABLISHED FOR THE PRIOR YEAR. SUCH SEVERANCE PAY SHALL BE PAID FOR THE
UNEXPIRED TERM OF THIS AGREEMENT OR 12 MONTHS, WHICHEVER IS GREATER.
WHEREVER USED IN THIS AGREEMENT, THE TERM "CHANGE IN CONTROL: SHALL
HAVE THE MEANING ASCRIBED TO IT IN SECTION 1.7 OF CORPORATION'S 2001 EQUITY
PARTICIPATION PLAN (THE "PLAN"), WHICH PLAN IS HEREBY INCORPORATED HEREIN BY
REFERENCE FOR THIS PURPOSE.
5. CONFIDENTIALITY. DURING THE TERM OF THIS AGREEMENT EMPLOYEE SHALL
KEEP SECRET AND INVIOLATE AND SHALL NOT DIVULGE, COMMUNICATE, USE TO THE
DETRIMENT OF CORPORATION OR FOR THE BENEFIT OF ANY OTHER PERSON OR PERSONS OR
MISUSE IN ANY WAY ANY KNOWLEDGE OR INFORMATION OF A CONFIDENTIAL NATURE,
INCLUDING, WITHOUT LIMITATION, ALL TRADE SECRETS, INFORMATION, COMPUTER
PROGRAMS, TECHNICAL DATA, CUSTOMER LISTS AND UNPUBLISHED MATTERS RELATING TO THE
BUSINESS, ASSETS, ACCOUNTS, BOOKS, RECORDS, CUSTOMERS AND CONTRACTS OF
CORPORATION WHICH HE MAY OR HEREAFTER COME TO KNOW AS A RESULT OF HIS
ASSOCIATION WITH AND WHICH IS UNIQUE TO CORPORATION ("CONFIDENTIAL
INFORMATION"). INFORMATION SHALL NOT BE CONSIDERED CONFIDENTIAL INFORMATION IF:
(I) THE INFORMATION IS KNOWN BY OR SUBSEQUENTLY BECOMES GENERALLY AVAILABLE TO
THE PUBLIC THROUGH NO FAULT OR BREACH ON THE PART OF EMPLOYEE; (II) THE
INFORMATION IS INDEPENDENTLY DEVELOPED BY EMPLOYEE WITHOUT THE USE OF ANY
CONFIDENTIAL INFORMATION; OR (III) THE EMPLOYEE RIGHTFULLY OBTAINS THE
INFORMATION AFTER THE TERM OF THIS AGREEMENT FROM A THIRD PARTY THAT HAS THE
RIGHT TO DISCLOSE IT. EMPLOYEE MAY DISCLOSE CONFIDENTIAL INFORMATION IF REQUIRED
BY ANY JUDICIAL OR GOVERNMENTAL REQUEST, REQUIREMENT OR ORDER; PROVIDED THAT
EMPLOYEE WILL TAKE REASONABLE STEPS TO GIVE CORPORATION SUFFICIENT PRIOR NOTICE
IN ORDER TO CONTEST SUCH REQUEST, REQUIREMENT OR ORDER.
EMPLOYEE HAS HAD KNOWLEDGE OF THE AFFAIRS, TRADE SECRETS, CUSTOMERS,
POTENTIAL CUSTOMERS AND OTHER PROPRIETARY INFORMATION OF CORPORATION, AND
EMPLOYEE ACKNOWLEDGES AND AGREES THAT COMPLIANCE WITH THE COVENANTS SET FORTH IN
THIS PARAGRAPH 5 IS NECESSARY FOR THE PROTECTION OF THE BUSINESS, GOODWILL AND
OTHER PROPRIETARY INTERESTS OF CORPORATION AND THAT ANY VIOLATION OF THIS
AGREEMENT WILL CAUSE SEVERE AND IRREPARABLE INJURY TO THE BUSINESS, GOODWILL AND
PROPRIETARY INTERESTS OF CORPORATION, WHICH INJURY IS NOT COMPENSABLE BY MONEY
DAMAGES. ACCORDINGLY, IN THE EVENT OF A BREACH (OR THREATENED OR ATTEMPTED
BREACH) OF THIS PARAGRAPH 5, CORPORATION AND ANY SUCCESSOR SHALL, IN ADDITION TO
ANY OTHER RIGHTS AND REMEDIES, BE ENTITLED TO IMMEDIATE APPROPRIATE INJUNCTIVE
RELIEF OR A DECREE OF SPECIFIC PERFORMANCE, WITHOUT THE NECESSITY OF SHOWING ANY
IRREPARABLE INJURY OR SPECIAL DAMAGES.
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IF, ANY JUDICIAL PROCEEDING, A COURT SHALL REFUSE TO ENFORCE ANY OF THE
COVENANTS INCLUDED HEREIN, THEN SAID UNENFORCEABLE COVENANT(S) SHALL BE DEEMED
ELIMINATED FROM THESE PROVISIONS FOR THE PURPOSE OF THOSE PROCEEDINGS TO THE
EXTENT NECESSARY TO PERMIT THE REMAINING SEPARATE COVENANTS TO BE ENFORCED. IT
IS THE INTENT AND AGREEMENT OF CORPORATION AND EMPLOYEE THAT THESE COVENANTS BE
GIVEN THE MAXIMUM FORCE, EFFECT AND APPLICATION PERMISSIBLE UNDER LAW.
THE PROVISIONS OF THIS PARAGRAPH 5 SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT.
6. MISCELLANEOUS. EMPLOYEE SHALL NOT ASSIGN HIS RIGHTS AND OBLIGATIONS
HEREUNDER. CORPORATION MAY ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER WITH THE
CONSENT OF EMPLOYEE WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. SUBJECT TO
THE FOREGOING, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE HEIRS, SUCCESSORS,
ADMINISTRATORS, LEGAL REPRESENTATIVES AND ASSIGNS, AS THE CASE MAY BE, OF THE
PARTIES HERETO.
7. PARTIAL INVALIDITY. IF ANY PROVISION OF THIS AGREEMENT IS HELD BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE IN ANY
MANNER, THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL NONETHELESS CONTINUE IN
FULL FORCE AND EFFECT WITHOUT BEING IMPAIRED OR INVALIDATED IN ANY WAY. IN
ADDITION, IF ANY PROVISION OF THIS AGREEMENT MAY BE MODIFIED BY A COURT OF
COMPETENT JURISDICTION SUCH THAT IT MAY BE ENFORCED, THEN THAT PROVISION SHALL
BE SO MODIFIED AND AS MODIFIED SHALL BE FULLY ENFORCED.
8. ENTIRE AGREEMENT. THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING
OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER CONTAINED HEREIN,
SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS AND
NEGOTIATIONS, AND ANY AND ALL EMPLOYMENT AGREEMENT(S) BETWEEN CORPORATION AND
EMPLOYEE DATED PRIOR TO THE DATE HEREOF; AND NO EVIDENCE OF PRIOR OR
CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS AND NEGOTIATIONS SHALL GOVERN OR BE
USED TO CONSTRUE OR MODIFY THIS AGREEMENT. EXCEPT AS PROVIDED IN THIS AGREEMENT,
NO MODIFICATION OR ALTERATION HEREOF SHALL BE DEEMED EFFECTIVE UNLESS IN WRITING
AND SIGNED BY THE PARTIES HERETO. NEITHER OF THIS AGREEMENT NOR ANY OF ITS
PROVISIONS MAY BE CHANGED, WAIVED, OR DISCHARGED ORALLY, BUT ONLY BY AN
INSTRUMENT DULY SIGNED BY THE PARTY AGAINST WHICH ENFORCEMENT OF THE CHANGE,
WAIVER, OR DISCHARGE IS SOUGHT.
9. NOTICES. ALL NOTICES, DEMANDS, AND REQUESTS REQUIRED OR PERMITTED TO
BE GIVEN UNDER THE PROVISIONS OF THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED GIVEN (A) WHEN PERSONALLY DELIVERED O SENT BY FACSIMILE TRANSMISSION TO
THE PARTY TO BE GIVEN THE NOTICE OR OTHER COMMUNICATION OR (B) ON THE BUSINESS
DAY FOLLOWING THE DAY SUCH NOTICE OR
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OTHER COMMUNICATION IS SENT BY OVERNIGHT COURIER TO THE ADDRESSES SET FORTH
ABOVE OR AT SUCH OTHER ADDRESS AS EITHER PARTY MAY DESIGNATE FROM TIME TO TIME
BY APPROPRIATE NOTICE TO THE OTHER.
10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN.
11. HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE FOR REFERENCE ONLY AND
SHALL NOT LIMIT OR OTHERWISE AFFECT ANY OF THE TERMS OR PROVISIONS HEREOF.
12. COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO (2) OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE CONSIDERED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT WAS EXECUTED AS OF DATE AND YEAR FIRST SET FORTH ABOVE.
"CORPORATION"
SOLUTIONNET INTERNATIONAL, INC., A
MINNESOTA CORPORATION
BY: /S/ XXXXXXX XXXXXXXX
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XXXXXXX XXXXXXXX
ITS: VICE PRESIDENT
"EMPLOYEE"
/S/ XXXXXX XXXXXXXXXXXX
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XXXXXX XXXXXXXXXXXX
