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EXHIBIT 99.8
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is effective as of
__________, 1998 (the "Effective Date") by and between You Bet International,
Inc., a Delaware corporation ("Company"), and Xxxxxxx Fine ("Executive").
RECITALS
A. Company desires to retain the services of Executive on the terms and
conditions set forth below.
B. Executive desires to be in the employ of Company to perform services
for Company and is willing to do so upon the terms and conditions herein
contained. The employment of Executive by Company pursuant to this Agreement is
hereinafter sometimes referred to as "the Employment".
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual
promises and conditions in this Agreement, it is agreed as follows:
(1) a monthly automobile allowance in the amount of $750;
(2) reimbursement of all business-related operating expenses of
Executive's automobile, including without limitation registration, gas, oil and
repairs;
(3) reimbursement of the expenses of an automobile liability insurance
policy on Executive's automobile, with coverage including Executive in the
minimum amount of a $1,000,000 combined single limit;
(4) the receipt of benefits and perquisites under any and all formal or
informal employee benefit plans, understandings, arrangements or programs
including, but not limited to, cash bonus and incentive plans, pension and
profit sharing plans, stock or warrant plans, group insurance, hospitalization,
medical, dental, health and accident and disability plans, supplemental health
care plans and plans providing for life insurance coverage (inclusive of
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insurance related to accidental death or dismemberment);
(5) reimbursement of Executive's cellular phone and long distance phone
expenses for calls related to the business of Company;
(6) an annual vacation of twenty (20) days, which need not be taken in
consecutive periods. If Executive does not take all such vacation time in any
given calendar year, such unused time shall carry over to the next year during
the Employment; and
(7) all paid holidays provided by Company to its other senior executive
employees.
At no time during the term of this Agreement shall Executive receive benefits of
employment less than those received by any employee of Company, including the
Chairman of the Board of Company (other than the benefits of employment received
by the Chief Executive Officer of Company, not including the benefits received
by Xxxxxx Xxxx while he is the Chief Executive Officer of Company). Executive
acknowledges that Xxxxxx Xxxx will only devote approximately 70% of his time to
Company. Such time commitment shall not be a benefit for purposes of this
Section 5. If at any time Executive receives such lesser benefits of employment,
Executive's benefits shall automatically increase to the rate of such higher
benefits and/or include such additional benefits.
(a) Death. This Agreement shall terminate upon Executive's death.
(b) Disability. If, as a result of Executive's incapacity due to
physical or mental illness, Executive shall have been unable to perform the
duties, functions and responsibilities required hereunder for ninety (90)
consecutive days or shorter periods aggregating to one hundred twenty (120) days
in any twelve (12) months, Company may terminate Executive's employment
hereunder. During any period that Executive fails to perform his duties
hereunder as a result of incapacity or due to physical or mental illness, he
shall continue to receive full compensation and other benefits called for
hereunder until such time as there is a date of termination pursuant to this
Section 8.1(b).
(c) Cause. This Agreement shall be subject to termination by the Board
for cause, which for purposes of this Agreement shall mean a termination on the
grounds of (i) Executive's breach of any material term of this Agreement, which
Executive
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shall have failed to cure within thirty (30) days after receiving written notice
thereof from the Board, (ii) the reasonable belief by the Board, after
conducting an appropriate investigation, of the commission by Executive of any
act of fraud, theft or criminal dishonesty against Company, or (iii) the
conviction of Executive of any felony. For purposes of this Agreement, Executive
shall not be deemed to have been terminated for cause unless and until there
shall have been delivered to Executive a copy of a resolution, duly adopted by
the affirmative vote of a majority of the entire membership of the Board at a
meeting called and held for this purpose after reasonable notice to Executive
and an opportunity for him, together with his counsel, to be heard by the Board,
finding that, in the good faith opinion of the Board, Executive is guilty of
misconduct of the type described in this Section 8.1(c), and specifying the
particulars thereof in detail.
(d) Notice by Executive. This Agreement may be terminated by
Executive upon thirty (30) days written notice.
(e) Notice by Company. This Agreement may be terminated at any
time by Company upon thirty (30) days written notice; provided, however, that,
during a period of physical or mental illness as described in Section 8.1(b)
hereof, Company shall not utilize this Section 8.1(e) to terminate Executive.
(f) Constructive Termination. This Agreement may be terminated by
Executive immediately upon written notice to Company if Executive has been
"constructively terminated" by Company. For the purposes of this Agreement,
"constructively terminated" shall mean any action by Company which results in a
material diminution in Executive's then position (including status, titles and
reporting requirements), authority, duties or responsibilities, but excluding,
for this purpose, an isolated, insubstantial and inadvertent action not taken in
bad faith and which is remedied by Company promptly after receipt of notice from
Executive.
(a) In the event of a termination of this Agreement under Section
8.1(a), the spouse, heirs or estate of Executive shall continue to receive the
compensation and benefits specified in Sections 4 and 5 herein, to the extent
applicable, for a period of twelve (12) months, notwithstanding such
termination.
(b) In the event of a termination of this Agreement under Section
8.1(b), Executive, or his duly appointed personal representatives, shall
continue to receive the compensation and benefits specified in Sections 4 and 5
herein, to the extent applicable, for a period of twelve (12) months,
notwithstanding such termination, reduced by any
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disability insurance payments received by Executive from insurance purchased on
Executive's behalf by Company.
(c) In the event of a termination of this Agreement under Section
8.1(c), Company's obligation to provide the compensation and benefits specified
in Sections 4 and 5 herein shall terminate as of the effective date of such
termination.
(d) In the event of a termination of this Agreement under Section
8.1(d):
(i) within the first eighteen (18) months of the term of
this Agreement, Company's obligation to provide the compensation and benefits
specified in Sections 4 and 5 shall end on the effective date of such
termination; or
(ii) after the first eighteen (18) months of the term of
this Agreement, Company's obligation to provide the compensation and benefits
specified in Sections 4 and 5 shall continue for the lesser of (x) two (2) years
from the effective date of such termination, or (y) the balance of the then
remaining term of this Agreement, but in no event for less than one (1) year.
(e) In the event of a termination of this Agreement under Section
8.1(e) or (f), Company's obligation to provide the compensation and benefits
specified in Sections 4 and 5 for the then remaining term of this Agreement
shall be paid to Executive in semi-monthly installments commencing within
fifteen (15) days following the effective date of such termination; provided,
however, that in no event shall such compensation and benefits be for less than
one (1) year.
Confidentiality. Executive shall not during the Term or at any time thereafter
(i) disclose to any person not employed by Company or person, firm or
corporation engaged to render services to Company except during the Term for the
benefit of Company, or (ii) use for the benefit of himself, or others, any
confidential information of Company obtained by Executive prior to the Effective
Date, during the Term or any time thereafter, including, without limitation,
"know-how" trade secrets, details of supplier's, manufacturer's, distributor's
contracts, pricing policies, financial data, operational methods, marketing and
sales information or strategies, product development techniques or plans or any
strategies relating thereto, technical processes, designs and design projects,
and other proprietary information of Company; provided, however, that this
provision shall not preclude Executive from (x) upon advice of counsel and after
reasonable notice to Company, making any disclosure
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required by any applicable law or (y) using or disclosing information known
generally to the public (other than information known generally to the public as
a result of any violation of this Section 9 by or on behalf of Executive).
Executed by the parties as of the Effective Date.
"Company"
"Executive"
YOU BET INTERNATIONAL, INC.,
a Delaware corporation
By _____________________________________
__________________________________
Xxxxxxx Fine
________________________________________
[Print Name and Title]
