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EXHIBIT 99.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated for reference purposes only as of March 15,
1999, is entered into by and between VERIDA INTERNET CORP.
("Employer"), and XXXXXXX X. XXXX ("Employee"). Employer and Employee
agree to the following terms and conditions of employment.
1. Period of Employment. Employer shall employ Employee
commencing March 15, 1999, and continuing until the employment is
terminated in accordance with Section 4.
2. Position and Responsibilities.
(a) Position. Employee accepts employment with Employer as
Executive Vice President and shall perform all services appropriate to
that position, as well as such other services as may be assigned by
Employer. Employee shall devote his best efforts to the performance of
his duties. He shall report to the President of Employer.
(b) Other Activity. Except upon the prior written consent of
Employer, Employee (during his employment with Employer) shall not (i)
accept any other employment; or (ii) engage, directly or indirectly, in
any other business, commercial, or professional activity (whether or
not pursued for pecuniary advantage) that is competitive with Employer,
that might create a conflict of interest with Employer, or that
otherwise might interfere with the business of Employer. So that
Employer may be aware of the extent of any other demands upon Employee's
time and attention, Employee shall disclose in confidence to Employer
the nature and scope of any other business activity in which he is or
becomes engaged during his employment with Employer.
3. Compensation and Benefits.
(a) Compensation.
(1) Employer shall pay Employee a salary at the rate of
Ninety Thousand Dollars ($90,000) per year in accordance with
Employer's regularly established policies.
(2) Employee shall be granted an option to purchase 200,000
shares of Employee's common stock at a price to be determined no
later than May 1, 1999. The stock option shall be granted
concurrently with the initial granting of stock options to other
key officers, directors, and/or employees of Employer, and shall
be at the same price as those stock options. Employee's stock
option shall vest in four (4) equal amounts of 50,000 shares per
period, based on the following vesting schedule following the date
of this Agreement: 25% at six (6) months; 25% at twelve (12)
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months; 25% at twenty-four (24) months; and 25% at thirty-six (36)
months. The foregoing notwithstanding, in the event that this
Agreement is terminated by Employer without cause pursuant to
Section 4(a) below, Employee's stock option shall vest on a pro
rata basis through the effective date of termination, based upon
30-day months, with a minimum of 50,000 shares vesting in the
event of any termination. Furthermore, Employee understands and
agrees that Employee's sale of any vested shares shall be
restricted as follows, which restriction shall survive any
termination of this Agreement: In any given month (or in an 30-day
period), unless otherwise agreed in writing by Employer, Employee
may sell no more than 10% of the total vested shares held by
Employee.
(b) Benefits. Employee shall be entitled to receive benefits from
all present and future benefit plans set forth in Employer's policies
and generally made available to similarly situated employees (as these
policies may be amended). Employer may, in its sole discretion, adjust
Employee's benefits provided under this Agreement.
(c) Expenses. Employer shall reimburse Employee for reasonable
travel and other business expenses incurred by Employee in the
performance of his duties, in accordance with Employer's policies, as
they may be amended in Employer's sole discretion.
4. Termination of Employment.
(a) By Employer Not For Cause. At any time, Employer may
terminate Employee for any reason, with or without cause, by providing
Employee thirty (30) days' advance written notice. Employer shall have
the option, in its complete discretion, to terminate Employee at any
time prior to the end of such notice period, provided Employer pays
Employee all compensation due and owing through the last day actually
worked, plus an amount equal to the base salary Employee would have
earned through the balance of the above notice period; thereafter, all
of Employer's obligations under this Agreement shall cease.
(b) By Employee Not for Cause. At any time, Employee may
terminate his employment for any reason, with or without cause, by
providing Employer thirty (30) days' advance written notice. Employer
shall have the option, in its complete discretion, to make Employee's
termination effective at any time prior to the end of such notice
period, provided Employer pays Employee all compensation due and owing
through the last day actually worked, plus an amount equal to the base
salary Employee would have earned through the balance of the above
notice period, not to exceed thirty (30) days; thereafter, all of
Employer's obligations under this Agreement shall cease.
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(c) Termination Obligations. Employee agrees that all property,
including, without limitation, all equipment, tangible Proprietary
Information (as defined below), documents, records, notes, contracts,
and computer-generated materials furnished to or prepared by Employee
incident to his employment belongs to Employer and shall be returned
promptly to Employer upon termination of Employee's employment.
Employee's obligations under this subsection shall survive the
termination of his employment and the expiration of this Agreement.
5. Proprietary Information. "Proprietary Information" is all
information pertaining in any manner to the business of Employer (or
any Employer affiliate), its employees, clients, consultants, or
business associates, which was produced by any employee of Employer in
the course of his or her employment or otherwise produced or acquired
by or on behalf of Employer. Proprietary Information shall include,
without limitation, trade secrets, product ideas, inventions,
processes, formulas, data, know-how, software and other computer
programs, copyrightable material, marketing plans, strategies, sales,
financial reports, forecasts, and customer lists. All Proprietary
Information not generally known outside of Employer's organization, and
all Proprietary Information so known only through improper means, shall
be deemed "Confidential Information." During his employment by
Employer, Employee shall use Proprietary Information, and shall
disclose Confidential Information, only for the benefit of Employer and
as is necessary to perform his job responsibilities under this
Agreement. Following termination, Employee shall not use any
Proprietary Information and shall not disclose any Confidential
Information, except with the express written consent of Employer. By
way of illustration and not in limitation of the foregoing, following
termination, Employee shall not use any Confidential Information to
compete against Employer or employ any of its employees. Employee
further agrees that for one (1) year following termination, he shall
not solicit any customer or employee of Employer. Employee's obligations
under this Section shall survive the termination of his employment and
the expiration of this Agreement.
6. Arbitration.
(a) Arbitrable Claims. To the fullest extent permitted by law,
all disputes between Employee (and his attorneys, successors, and
assigns) and Employer (and its affiliates, shareholders, directors,
officers, employees, agents, successors, attorneys, and assigns) of any
kind whatsoever, including, without limitation, all disputes relating
in any manner to the employment or termination of Employee, and all
disputes arising under this Agreement, ("Arbitrable Claims") shall be
resolved by arbitration. All persons and entities specified in the
preceding sentence (other than Employer and Employee) shall be
considered third-party beneficiaries of the rights and obligations
created by this Section on Arbitration. Arbitrable Claims shall
include, but are not limited to, contract (express or implied) and tort
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claims of all kinds, as well as all claims based on any federal, state,
or local law, statute, or regulation, excepting only claims under
applicable workers' compensation law and unemployment insurance claims.
By way of example and not in limitation of the foregoing, Arbitrable
Claims shall include (to the fullest extent permitted by law) any
claims arising under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Americans with Disabilities Act,
and the California Fair Employment and Housing Act, as well as any
claims asserting wrongful termination, harassment, breach of contract,
breach of the covenant of good faith and fair dealing, negligent or
intentional infliction of emotional distress, negligent or intentional
misrepresentation, negligent or intentional interference with contract
or prospective economic advantage, defamation, invasion of privacy, and
claims related to disability.
(b) Procedure. Arbitration of Arbitrable Claims shall be in
accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association, as amended, and as
augmented in this Agreement. Arbitration shall be final and binding
upon the parties and shall be the exclusive remedy for all Arbitrable
Claims. Either party may bring an action in court to compel arbitration
under this Agreement and to enforce an arbitration award. Otherwise,
neither party shall initiate or prosecute any lawsuit or administrative
action in any way related to any Arbitrable Claim. Notwithstanding the
foregoing, either party may, at its option, seek injunctive relief
pursuant to section 1281.8 of the California Code of Civil Procedure.
All arbitration hearings under this Agreement shall be conducted in San
Francisco, California. If the allocation of responsibility for payment
of the arbitrator's fees would render the obligation to arbitrate
unenforceable, the parties authorize the arbitrator to modify the
allocation as necessary to preserve enforceability. THE PARTIES HEREBY
WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE
CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO
THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO
ARBITRATE.
/i/ MCH /s/ RGE
[Employer's Initials] [Employee's Initials]
(c) Confidentiality. All proceedings and all documents prepared
in connection with any Arbitrable Claim shall be confidential and,
unless otherwise required by law, the subject matter thereof shall not
be disclosed to any person other than the parties to the proceedings,
their counsel, witnesses and experts, the arbitrator, and, if involved,
the court and court staff.
(d) Continuing Obligations. The rights and obligations of
Employee and Employer set forth in this Section on Arbitration shall
survive the termination of Employee's employment and the expiration of
this Agreement.
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7. Notices. Any notice or other communication under this
Agreement must be in writing and shall be effective upon delivery by
hand, upon facsimile transmission to Employer (but only upon receipt by
Employee of a written confirmation of receipt), or three (3) business
days after deposit in the United States mail, postage prepaid,
certified or registered, and addressed to Employer at the address or
fax number below, or to Employee at the last known address maintained
in Employee's personnel file. Employee shall be obligated to notify
Employer in writing of any change in his address. Notice of change of
address shall be effective only when done in accordance with this
Section.
Employer's Notice Address:
VERIDA INTERNET CORP.
Attention: President
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Fax Number:(415) _____________
8. Action by Employer. All actions required or permitted to be
taken under this Agreement by Employer, including, without limitation,
exercise of discretion, consents, waivers, and amendments to this
Agreement, shall be made and authorized only by the President or by his
or her representative specifically authorized in writing to fulfill
these obligations under this Agreement.
9. Integration. This Agreement is intended to be the final,
complete, and exclusive statement of the terms of Employee's employment
by Employer. This Agreement supersedes all other prior and
contemporaneous agreements and statements, whether written or oral,
express or implied, pertaining in any manner to the employment of
Employee, and it may not be contradicted by evidence of any prior or
contemporaneous statements or agreements. To the extent that the
practices, policies, or procedures of Employer, now or in the future,
apply to Employee and are inconsistent with the terms of this
Agreement, the provisions of this Agreement shall control.
10. Amendments. This Agreement may not be amended except by a
writing signed by each of the parties. Failure to exercise any right
under this Agreement shall not constitute a waiver of such right.
11. Assignment. Employee shall not assign any rights or
obligations under this Agreement. Employer may, upon prior written
notice to Employee, assign its rights and obligations hereunder.
12. Severability. If a court or arbitrator holds any provision of
this Agreement to be invalid, unenforceable, or void, the remainder of
this Agreement shall remain in full force and effect.
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13. Attorneys' Fees. In any legal action, arbitration, or other
proceeding brought to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys'
fees and costs.
14. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of California.
15. Interpretation. This Agreement shall be construed as a whole,
according to its fair meaning, and not in favor of or against any
party. By way of example and not in limitation, this Agreement shall
not be construed in favor of the party receiving a benefit nor against
the party responsible for any particular language in this Agreement.
Captions are used for reference purposes only and should be ignored in
the interpretation of the Agreement.
16. Employee Acknowledgment. Employee acknowledges that he has
had the opportunity to consult legal counsel in regard to this
Agreement, that he has read and understands this Agreement, that he is
fully aware of its legal effect, and that he has entered into it freely
and voluntarily and based on his own judgment and not on any
representations or promises other than those contained in this
Agreement.
WHEREFORE, the parties have duly executed this Agreement as of the
date first written above.
EMPLOYER: EMPLOYEE:
VERIDA INTERNET CORP.,
A Nevada corporation /s/ Xxxxxxx X. Xxxx
XXXXXXX X. XXXX
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Its: President
