Exhibit 10(f)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of the April 25, 2000, between
XxxxXxx.xxx, Inc. (hereinafter called the "Company") and Xxxxx Xxxxxxxxx
(hereinafter called the "Employee").
W I T N E S S E T H :
WHEREAS, the Employee has acquired special skills, ability, extensive
background and knowledge in creation of strategic alliances in the Internet, and
WHEREAS, the Company desires to utilize such skills, ability, background
and knowledge and
WHEREAS, the Company desires to employ the Employee as a President and
Chief Executive Officer on the terms and conditions hereinafter set forth, and
WHEREAS, Employee desires to be in the employ of the Company on the terms
and conditions hereinafter set forth, and
WHEREAS, the Employee represents and warrants that he is under no
restriction or disability by reason of any prior contract or otherwise which
would prevent him from entering into and performing this Employment Agreement.
NOW THEREFORE, the parties hereto intending to legally bound hereby
covenant and agree as follows:
l. Employment - The Company hereby employs the Employee as President and
Chief Executive Officer for a period commencing on April 27, 2000 and ending on
April 26, 2005 (unless sooner terminated pursuant to Paragraph 4) to perform and
discharge services and duties of a President for the Company. This contract may
be extended for an additional two (2) year term upon Employee's written election
on or before January 30, 2005.
2. Exclusivity - The Employee shall be available for the Company's business
during a substantial portion of each business week but shall not be required to
work for the Company exclusively.
3. Compensation - The Company hereby grants to the Employee an option, that
shall have a cashless exercise provision, to purchase 250,000 shares of the
Company at a strike price of five cents ($.05) per share. The option may be
exercised, in part or in full, at any time or from time to time during the term
of this Agreement including any extension period. Any exercise of the option
with respect to a portion of the shares represented by the option shall not
exhaust the option. In no event shall the Employee's stock holdings in the
Company, including the aforementioned options, represent less than 10% of the
issued and outstanding shares of the Company. During each calendar year of this
Agreement the Employee shall receive an amount of dollars or property equal to
twenty percent of the net increase in equity of the Company during such period
less any funds or capital which has been invested into the Company by third
party investors during that period. In addition Employee shall receive each year
of the term of this agreement 20% of the number of shares which the Company
receives in any entity through compensation or exchange during such period. All
such payments or property received by Employee pursuant to this paragraph shall
be reduced by the appropriate amount necessary to reflect the requirements of
both federal and state withholding taxes. Furthermore the Company and Employee
shall enter into good faith negotiation to provide Employee with additional
compensation in the form of options and stock to be delivered over the course of
this agreement and to be based on certain mutually agreed upon performance
goals.
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4. Termination - This agreement shall terminate: (i) at the end of the term
set forth in Paragraph 1 or at the end of any extension thereof; (ii) upon the
Employee's death; or (iii) upon the Employee's disability, if such disability
prevents him from performing his obligations under this Agreement for a
continuous time equal to the waiting period provided for under the Company's
then established disability insurance plan for Salaried Employees if any, before
disability insurance payments commence, (iv) upon Employees failure to discharge
his duties hereunder (v) upon Employees breach of this agreement.
5. Non-Competition - Employee agrees that while in the employment of
Company, he will not manage, operate or participate as a principal in any
business directly competitive with that conducted by the Company.
6. Delivery of Materials - Employee agrees that upon the termination of his
engagement he will deliver to the Company all documents, papers, materials and
other property of the Company relating to its affairs, which may then be in his
possession or under his control.
7. Entire Agreement - This Agreement constitutes the entire agreement
between the parties and contains all of the agreements between the parties with
respect to the subject matter hereof. This Agreement supersedes any and all
other agreement, including any employment type agreement between Employee and
the Company, either oral or in writing.
8. Amendment - This Agreement may not be amended except by an instrument
signed by both parties hereto, or by their duly appointed representatives.
9. Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of California.
10. Nonassignability - Neither this Agreement nor any right or interest
hereunder shall be assignable by Employee, his beneficiaries, or legal
representatives without Employer's prior written consent; provided, however,
that nothing in this Section shall preclude (i) Employee from designating a
beneficiary to receive any benefit payable hereunder upon his death, or (ii) the
executors, administrators, or other legal representatives of Employee or his
estate from assigning any rights hereunder to the person or persons entitled
thereunto.
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11. No Attachment - Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sales, assignment, encumbrance, charge, pledge, or hypothecation or to
execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect.
12. Notices - Unless otherwise specified in a note sent or delivered in
accordance with this Section, any notice to be given under this Agreement shall
be in writing and shall be deemed to be given if delivered to a party in person
or mailed by certified mail, postage prepaid, return receipt requested, at the
addresses set forth below:
If to Employee: Xxxxx Xxxxxxxxx
0 Xxxxxxxxx Xxxxx
Xxxx X 000
Xxxxxxxxxx, XX 00000
If to the Company: XxxxXxx.xxx, Inc.
00 Xxxxxxx Xxxxxxx
Xxxxxx, XX 00000
13. Headings - The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation or
any of the provisions of this Agreement.
14. Prior Agreements- All prior agreements between the parties hereto are
hereby canceled, void and are deemed to be of no legal effect except for the non
competition provisions thereof.
15. Arbitration- All disputes hereunder shall be submitted to the American
Arbitration Association for resolution.
IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement as of the day and year first above written
XxxxXxx.xxx, Inc.
By:/s/Xxxxxx X. Xxxxxxxxxx (Seal)
--------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Secretary
Xxxxx Xxxxxxxxx (Seal)
---------------
Employee
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