Exhibit 10.44
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") entered into by and
between ijob, Inc., an Oklahoma corporation, with its principal
place of business at 00000 Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000
("ijob"), and Xxxxx Xxxxxxxx, an individual residing at 0000 X.
Xxxxxxxx Xxxx, Xxxxxxxx Xxxx, XX 00000 ("Xxxxxxxx").
WHEREAS, ijob has acquired certain assets and operations
("Software") of Human Technologies, Inc. ("HT"), as more fully
described in an Asset Purchase Agreement of even date herewith;
WHEREAS, Xxxxxxxx is knowledgeable about said Software and
desires to become employed with ijob subject to terms and
conditions of this Agreement.
WHEREAS, Applied Intelligence Group, Inc. ("AIG") is the
sole shareholder of ijob and specifically agrees and gives its
consent to certain terms and conditions of this Agreement.
WHEREUPON, in consideration of the above premises and in
consideration of such other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, parties
agree as follows:
1. On the first day of June, 1997("Effective Date"),
Xxxxxxxx shall become an employee of ijob. Xxxxxxxx agrees and
understands that his employment relationship with ijob is "at-
will" and may be terminated by ijob or himself at any time for
any reason, and that upon his death or disability or upon the
sale of a controlling interest in the stock of ijob by AIG, this
Agreement and Xxxxxxxx'x employment hereunder shall cease.
2. During the course of this Agreement, Xxxxxxxx shall
perform such duties, hold such titles, and report as required and
specified from time to time by the Board of Directors of ijob.
3. During the course of this Agreement, Xxxxxxxx shall
receive the gross sum of Ninety-five Hundred ($9,500.00) Dollars
per month, plus any standard employee benefits provided by ijob
in the normal course of business, while he is engaged in full-
time employment for ijob. If the Board of Directors, in its sole
discretion, determines that Xxxxxxxx does not maintain a full-
time job status with ijob in any given month(s), such salary
shall be Four Thousand ($4,000.00) Dollars gross for any such
month(s).
4. During the time that he is employed by ijob under the
terms of this Agreement, Xxxxxxxx shall maintain a position as a
member of the Board of Directors of ijob and, unless otherwise
agreed by Xxxxxxxx, during such time the number of Directors of
ijob shall not exceed three. It is agreed and understood that
AIG will vote for and elect Xxxxxxxx as a director of ijob during
his employment therewith. AIG may elect whomever it chooses as
the second ijob Director. It is agreed and understood that
during Xxxxxxxx'x employment, the third ijob Director shall be a
person who is nominated by the joint agreement of AIG and
Xxxxxxxx. In the event that Xxxxxxxx'x employment terminates for
any reason, the provisions of this paragraph shall immediately be
of no force and effect, and AIG shall thereafter elect such
Directors as it deems appropriate.
5. During the course his employment by ijob, Xxxxxxxx
shall not (a) compete with ijob or hold an active interest in any
competitor of ijob, (b) make any voluntary or independent use of
confidential, trade secret, trademark, copyrightable, patented or
patentable, or other proprietary business information of ijob,
including, but not limited to, customer lists, computer
programs, databases, pricing formulae, designs, research files,
or any other related information, whether or not such information
is developed by Xxxxxxxx during his employment, (c) attempt to
procure any rights adverse to ijob in any intellectual property
as listed in the preceding clause (b), or (d) engage in any
fraud, embezzlement, criminal conduct, or material breach of the
terms of this Agreement. If ijob terminates this Agreement as a
result of acts described in this paragraph, Xxxxxxxx'x
termination will be "for cause" and he will be entitled to no
further compensation or benefits other than have accrued up to
the date of his termination, and will not receive severance as
described in paragraph 6 below. The restrictions of clauses (b)
and (c) within this paragraph shall survive the termination of
Xxxxxxxx'x employment and shall continue to have binding effect
until all such protected rights expire by operation of law.
6. If Xxxxxxxx'x employment with ijob is terminated other
than by operation of paragraph 5 of this Agreement or his death,
disability, voluntary separation or upon the sale of a
controlling interest in the stock of ijob by AIG, Xxxxxxxx will
receive severance compensation as follows;
If But Severance compensation will be. . .
employed less
at least than .
. . . . .
1 month 1 year equivalent to one year salary as defined
in para.3 above and based on his actual
earnings up to the date of separation.
1 year 3 equivalent to two years of salary as
years described above.
3 years equivalent to three years of salary as
described above.
7. Xxxxxxxx hereby represents and warrants that, as of the
date of this Agreement, he is not a party to any agreement,
contract, understanding, undertaking, or factual circumstance
which would in any way restrict or prohibit him from consenting
to or performing any of the obligations or duties created by this
Agreement.
8. The parties agree that any material breach of this
Agreement shall entitle the injured party or parties to seek
relief, including, but not limited to, damages, injunctive or
other equitable relief, declatory judgments, the costs and
attorney's fees of the successful party, accounting, and, if such
breach is willful and applicable law otherwise allows, exemplary
damages, provided, that any and all disputed claims arising from
this Agreement, other than those for equitable relief or
involving third parties who object hereto, will be submitted to
binding arbitration terms identical to those specified in
paragraph 10 of the Asset Purchase Agreement between HT/Xxxxxxxx
and ijob/AIG of even date herewith.
9. If any portion of this Agreement is construed by a
Court with appropriate jurisdiction to be invalid or
unenforceable, such finding shall not affect the remainder of the
Agreement or the validity or effect of any other terms herein,
and a reasonable valid construction of such unenforceable term,
if available, will be deemed by the parties to have been the
intended effect of such term.
10. All notices under the provisions of this Agreement
shall be deemed duly given if written and delivered personally or
mailed by postage prepaid, certified or registered mail, with
return receipt requested.
11. Neither this Agreement nor any rights or duties
hereunder may be assigned or delegated by Xxxxxxxx.
12. This Agreement contains the entire agreement of the
parties hereto on its subject matter and supersedes all previous
agreements between the parties hereto, written or oral, express
or implied, covering the subject matter hereof, except as other
documents relating to this agreement are explicitly identified
referred to, or incorporated by reference herein.
13. This Agreement and its terms may not be modified,
waived, rescinded, amended, supplemented, or altered, whether in
whole or in part, except by a written instrument signed by both
ijob and Xxxxxxxx.
14. The terms of this Agreement are effective and
enforceable as of the Effective Date, and its provisions will
continue to have binding force and effect after the event of
termination of the employment of Xxxxxxxx to the extent necessary
to fulfill the intent of each paragraph herein and consistent
with the language thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the 12th day of June, 1997.
ijob, Inc. /s/ Xxxxx X. Xxxxxxxx
Xxxxx Xxxxxxxx
By: /s/ Xxxxx X. Xxxxxxxx
Its: President of Human Technologies
and President of ijob, Inc.
Applied Intelligence Group, Inc. (consenting and agreeing only as
to terms applicable to AIG, Inc. as shareholder of ijob, Inc.)
By: /s/ Xxxxxx X. Xxxxxx
Its: President
