Exhibit 10.17.6
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT [CONNECTICUT]
This Agreement, between 724 Solutions Corp. ("724 Solutions"), Xxx Xxxxxx,
Xxxxxxx Xxxxx, 0000, Xxx Xxxxxxxxx, XX 00000 and Xxxxxxxxxxx Xxxxxxxx Xxxxxx
("Employee"), 00 Xxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxxxxx, 00000 is made as of this
7TH day of August, 2000.
RECITALS
724 Solutions and Employee wish to enter into an employment relationship
with a written Employment Agreement intended to supersede all other written and
oral representations regarding Employee's employment with 724 Solutions.
AGREEMENT
NOW, THEREFORE, based on the foregoing premises and in consideration of the
commitments set forth below, Employee and 724 Solutions agree as follows:
1. PERIOD OF EMPLOYMENT. 724 Solutions shall employ Employee to render
services to 724 Solutions in the position and with the duties and
responsibilities described in Section 3 for the period (the "Period of
Employment") commencing on the date set forth in Section 2 and ending in
accordance with Section 5 on Employee's status as an at-will employee.
2. START DATE. Your employment with 724 Solutions will start effective August
7, 2000.
3. DUTIES. You are employed by 724 Solutions to render services to 724
Solutions in the position of Executive Vice President, Mobile Commerce
Development, based at 00 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, XXX.
So long as you are employed
by 724 Solutions:
(a) you will devote your full business time and energy to your position at
724 Solutions, well and faithfully serve 724 Solutions, and use your
best efforts, skills and abilities to promote the interests of 724
Solutions and agree to perform such other tasks and duties related to
the foregoing as may from time to time be determined by the 724
Solutions management;
(b) you will abide by any 724 Solutions policies that the Board of
Directors of 724 Solutions may establish or amend having general
application to 724 Solutions' staff and management;
(c) you will be a member of 724 Solutions' senior management team; and
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(d) you will have global responsibility over mobile commerce business
development activities.
4. COMPENSATION AND BENEFITS. Your compensation and benefits are listed in
Schedule "A" to this agreement. Your compensation will be payable bi-weekly
and will be subject to such periodic review and enhancement as may be
deemed appropriate by the Board of Directors of 724 Solutions from time to
time but in any event shall be at least once per year commencing January 1,
2001 and continuing on each anniversary thereafter.
5. EMPLOYMENT AT WILL. Employee acknowledges and agrees that Employee's
employment with 724 Solutions is terminable "at will." 724 Solutions may
terminate Employee's employment at any time with or without notice, and
with or without cause. Employee may terminate employment with 724 Solutions
at any time with or without notice, and with or without cause. Neither 724
Solutions nor Employee make any representation to the other that employment
will continue for a set period of time or that employment will be
terminated only under particular circumstances or after implementation of
particular procedures (such as progressive discipline).
6. INVENTIONS AND IDEAS.
(a) DEFINED; STATUTORY NOTICE. The term "Invention/Idea" includes any and
all ideas, processes, trademarks, service marks, inventions,
technology, computer hardware or software, original works of
authorship, designs, formulas, discoveries, patents, copyrights,
products, and all improvements, know-how, rights, and claims related
to the foregoing that are conceived, developed, or reduced to practice
by Employee, alone or with others, during the Period of Employment
(subject to earlier termination under Section 5 above).
(b) DISCLOSURE. Employee shall maintain adequate and current written
records on the development of all Invention/Ideas and shall disclose
promptly to 724 Solutions all Invention/Ideas and relevant records,
which records will remain the sole property of 724 Solutions. Employee
agrees that all information and records pertaining to any idea,
process, trademark, service xxxx, invention, technology, computer
hardware or software, original work of authorship, design, formula,
discovery, patent, copyright, product, and all improvements, know-how,
rights, and claims related to the foregoing ("Intellectual Property"),
that Employee does not believe to be an Invention/Idea, but that is
conceived, developed, or reduced to practice by Employee (alone or
with others) during the Period of Employment (or during the
post-employment period set forth in Section 6(e) below), shall be
disclosed promptly to 724 Solutions (such
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disclosure to be received in confidence). 724 Solutions shall
examine such information to determine if in fact the Intellectual
Property is an Invention/Idea subject to this Agreement, but shall
hold such information in the strictest confidence and shall not use or
disclose such information in any manner if it is determined that the
same is not an Invention/Idea subject to this Agreement.
(c) ASSIGNMENT. Employee agrees to, and hereby does, assign to 724
Solutions his or her entire right, title, and interest (throughout the
United States and in all foreign countries), free and clear of all
liens and encumbrances, in and to each Invention/Idea, which shall be
the sole property of 724 Solutions, whether or not patentable. In the
event any Invention/Idea is deemed by 724 Solutions to be patentable
or otherwise registrable, Employee shall assist 724 Solutions (at its
expense) in obtaining letters patent or other applicable registrations
thereon and shall execute all documents and do all other things
necessary or proper thereto (including testifying at 724 Solutions'
expense) and to vest 724 Solutions, or any entity or person specified
by 724 Solutions, with full and perfect title thereto or interest
therein. Employee shall also take any action necessary or advisable in
connection with any continuations, renewals, or reissues thereof or in
any related proceedings or litigation. Should 724 Solutions be unable
to secure Employee's signature on any document necessary to apply for,
prosecute, obtain, or enforce any patent, copyright, or other right or
protection relating to any Invention/Idea, whether due to Employee's
mental or physical incapacity or any other cause, Employee irrevocably
designates and appoints 724 Solutions and each of its duly authorized
officers and agents as Employee's agent and attorney-in-fact, to act
for and in Employee's behalf and stead and to execute and file any
such document, and to do all other lawfully permitted acts to further
the prosecution, issuance, and enforcement of patents, copyrights, or
other rights or protections with the same force and effect as if
executed, delivered, and/or done by Employee. Such designation and
appointment shall be solely for matters related to the pursuance of
said patents and copyrights and for no other purpose.
(d) EXCLUSIONS. 724 Solutions and Employee acknowledge that, for one year
from the date of termination from Employee's previous employment,
Employee is subject to the following:
Employee agrees that any intellectual property arising out of work
performed during the Period of Employment including any and all
invention(s) derived from said intellectual property subsequently
reduced to practice by employee within one year after termination
shall vest with the Employer. Employee acknowledges the receipt of
the sum of US$1 in respect of such vesting.
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Notwithstanding the foregoing, Employee represents that, to the best
of his knowledge (i) there are no Inventions/Ideas that he or she
desires to exclude from the operation of this Agreement; and (ii)
there are no facts or circumstances that would prevent him from
carrying out his Duties pursuant to this Agreement. Other than as set
forth herein, to the best of Employee's knowledge, there is no other
existing contract in conflict with this Agreement and there is no
other contract to assign any Intellectual Property that is now in
existence between Employee and any other person or entity.
(e) POST-TERMINATION PERIOD. Because of the difficulty of establishing
when any Intellectual Property is first conceived or developed by
Employee, or whether it results from access to Confidential
Information or 724 Solutions' equipment, supplies, facilities, or
data, Employee agrees that any Intellectual Property shall be presumed
to be an Invention/Idea, if reduced to practice by Employee or with
the aid of Employee within one (1) year after termination of
employment. Employee can rebut the above presumption if he or she
proves that the Intellectual Property (i) was developed entirely on
Employee's own time or entirely while employed by another party
without using 724 Solutions' equipment, supplies, facilities, or trade
secret information; (ii) was not conceived or reduced to practice
during the Employee's employment with 724 Solutions, or, if conceived
or reduced to practice during this period, did not, at the time of
conception or reduction to practice, relate to 724 Solutions' business
or actual or demonstrably anticipated research or development; and
(iii) did not result from any work performed by Employee for 724
Solutions.
7. PROPRIETARY INFORMATION.
(a) DEFINED. "Proprietary Information" is all information and any idea in
whatever form, tangible or intangible, pertaining in any manner to the
business of 724 Solutions, or any affiliate, or its employees,
clients, consultants, or business associates, which was produced by
any employee of 724 Solutions in the course of his or her employment
or otherwise produced or acquired by or on behalf of 724 Solutions.
All Proprietary Information not generally known outside of 724
Solutions' organization, and all Proprietary Information so known only
through improper means, shall be deemed "Confidential Information."
Without limiting the foregoing definition, Proprietary and
Confidential Information shall include, but not be limited to: (i)
formulas, teaching and development techniques, processes, trade
secrets, computer programs, electronic codes, inventions,
improvements, and research projects; (ii) information about costs,
profits, markets, sales, and lists of customers or clients; (iii)
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business, marketing, and strategic plans; and (iv) employee personnel
files and compensation information. Proprietary and Confidential
Information shall exclude information which at the time of its
disclosure is publicly available through no fault of Employee) or
which is released to the public without restriction or otherwise
becomes part of the public domain through no fault of Employee (but
only after it is released or otherwise becomes part of the public
domain). Employee should consult any 724 Solutions procedures
instituted to identify and protect certain types of Confidential
Information, which are considered by 724 Solutions to be safeguards in
addition to the protection provided by this Agreement. Nothing
contained in those procedures or in this Agreement is intended to
limit the effect of the other.
(b) GENERAL RESTRICTIONS ON USE. During the Employee's employment,
Employee shall use Proprietary Information, and shall disclose
Confidential Information, only for the benefit of 724 Solutions and as
is necessary to carry out his or her responsibilities under this
Agreement. Following termination, Employee shall neither, directly or
indirectly, use any Proprietary Information nor disclose any
Confidential Information, except as expressly and specifically
authorized in writing by 724 Solutions. The publication of any
Proprietary Information through literature or speeches must be
approved in advance in writing by 724 Solutions.
(c) LOCATION AND REPRODUCTION. Employee shall maintain at his or her work
station and/or any other place under his or her control only such
Confidential Information as he or she has a current "need to know."
Employee shall return to the appropriate person or location or
otherwise properly dispose of Confidential Information once that need
to know no longer exists. Employee shall not make copies of or
otherwise reproduce Confidential Information unless there is a
legitimate business need for reproduction.
(d) PRIOR ACTIONS AND KNOWLEDGE. Employee represents and warrants that
from the commencement of employment with 724 Solutions, he or she has
held in strict confidence all Confidential Information and has not
disclosed any Confidential Information, directly or indirectly, to
anyone outside of 724 Solutions (with the exception of legal and
accounting advisors), or used, copied, published, or summarized any
Confidential Information, except to the extent otherwise permitted in
this Agreement and as may have been disclosed to legal and accounting
advisers during negotiations of the merger.
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(e) THIRD-PARTY INFORMATION. Employee acknowledges that 724 Solutions has
received and in the future will receive from third parties their
confidential information subject to a duty on 724 Solutions' part to
maintain the confidentiality of this information and to use it only
for certain limited purposes. Employee agrees that he or she owes 724
Solutions and these third parties, during the Period of Employment and
thereafter, a duty to hold all such confidential information in the
strictest confidence and not to disclose or use it, except as
necessary to perform his or her obligations hereunder and as is
consistent with 724 Solutions' agreement with third parties.
(f) CONFLICTING OBLIGATIONS. Employee represents and warrants that his or
her execution of this Agreement, his or her employment with 724
Solutions, and the performance of his or her proposed duties under
this Agreement will not knowingly violate any obligations he or she
may have to any former employer (or other person or entity), including
any obligations with respect to proprietary or confidential
information of any other person or entity. Employee agrees that he or
she will not use for the benefit of, or disclose to, 724 Solutions any
confidential information belonging to any former employer or other
entity unless he or she has written permission from the employer or
entity to do so (or if 724 Solutions has been granted such
permission).
(g) RETURN OF PROPERTY. In the event your employment with 724 Solutions
terminates, you shall return to 724 Solutions all property of 724
Solutions or any Affiliate in your possession or under your direct or
indirect control, including, without limitation, all equipment and all
Confidential Information, notebooks and other materials, documents,
dairies, calendars and data of or relating to 724 Solutions or any
Affiliate, whether printed, typed, written or on any source of
computer media.
(h) COMPETITIVE ACTIVITY.
(1) ACKNOWLEDGMENT. Employee acknowledges and agrees that the pursuit
of the activities forbidden by Section 7(h)(2) below would
necessarily involve the use or disclosure of Confidential
Information in breach of Section 7, but that proof of such a
breach would be extremely difficult.
(2) PROHIBITED ACTIVITY. To forestall the above-described disclosure,
use, and breach, Employee agrees that:
(i) for a period of one (1) year after termination of the Period
of Employment, he or she shall not, directly or indirectly divert
or
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attempt to divert from 724 Solutions (or any Affiliate) any
business of any kind in which it is engaged at the date of
termination;
(ii) for a period of one (1) year after termination of the Period
of Employment, he or she shall not, directly or indirectly
employ, recommend for employment, or solicit for employment any
person employed by 724 Solutions (or any Affiliate);
(iii) for a period of one (1) year after termination of the
Period of Employment, he or she shall not, directly or indirectly
solicit any customer of 724 Solutions (or any Affiliate) known to
Employee during the Period of Employment to have been a customer
(iv) for a period of six (6) months after termination of the
Period of Employment, he or she shall not, directly or indirectly
carry on or be engaged in or hold any interest in or advise,
manage or assist in any business activity that is or may be
competitive with 724 Solutions (or any Affiliate) in any country
where 724 Solutions conducts its business.
8. ARBITRATION.
(a) ARBITRABLE CLAIMS. Except as provided in Section 9 on Injunctive
Relief, to the fullest extent permitted by law, all disputes between
Employee (and his or her attorneys, successors, and assigns) and
Employer (and its affiliates, shareholders, directors, officers,
employees, agents, successors, attorneys, and assigns) relating in any
manner whatsoever to the employment or termination of Employee,
including, without limitation, 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 Agreement. Arbitrable
Claims shall include, but are not limited to, contract (express or
implied) and tort 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 Connecticut Fair
Employment Practices 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
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intentional misrepresentation, negligent or intentional interference
with contract or prospective economic advantage, defamation, invasion
of privacy, and claims related to disability.
(b) ARBITRATION 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 ("AAA
Employment Rules"), as augmented in this Agreement. Arbitration shall
be initiated as provided by the AAA Employment Rules, although the
written notice to the other party initiating arbitration shall also
include a statement of the claim(s) asserted and the facts upon which
the claim(s) are based. 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. All
arbitration hearings under this Agreement shall be conducted in New
York, New York. 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 OR AS TO ANY
CLAIM ALLEGING ANY FORM OF DISCRIMINATION.
(c) ARBITRATOR SELECTION AND AUTHORITY. A single arbitrator shall decide
all disputes involving Arbitrable Claims. The arbitrator shall be
selected by mutual agreement of the parties within thirty (30) days of
the effective date of the notice initiating the arbitration. If the
parties cannot agree on an arbitrator, then the complaining party
shall notify the AAA and request selection of an arbitrator in
accordance with the AAA Employment Rules. The arbitrator shall have
authority to award equitable relief, damages, costs, and fees to the
greatest extent permitted by law, including, but not limited to, any
remedy or relief that a court would have. The fees of the arbitrator
shall be split between both parties equally. 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 arbitrator shall have exclusive authority to
resolve all Arbitrable Claims, including, but not limited to, whether
any particular claim is arbitrable and whether all or any part of this
Agreement is void or unenforceable.
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(d) ARBITRATION 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. All documents filed with
the arbitrator or with a court shall be filed under seal. The parties
shall stipulate to all arbitration and court orders necessary to
effectuate fully the provisions of this Section concerning
confidentiality.
9. INJUNCTIVE RELIEF. If Employee breaches or threatens to breach any of the
covenants contained in Section 6 on Inventions and Ideas or Section 7 on
Proprietary Information, the parties acknowledge and agree that the damage
or imminent damage to 724 Solutions' business or its goodwill would be
irreparable and extremely difficult to estimate, making any remedy at law
or in damages inadequate. Both parties further acknowledge that 724
Solutions considers the services of Employee to be provided under this
Agreement to be unique, extraordinary, and/or of intellectual character.
Accordingly, 724 Solutions shall be entitled to injunctive relief against
Employee in the event of any breach or threatened breach of the above
provisions by Employee, in addition to any other relief (including damages)
available to 724 Solutions under this Agreement or under law. Nothing
herein is intended or expected to limit 724 Solutions right to seek
injunctive relief against employee in a court of competent jurisdiction
prior to, or during the pendency of any arbitration proceedings.
10. NOTICES. Any notice which may or is required to be given pursuant to this
agreement shall be in writing and shall be sufficiently given or made if
mailed by prepaid registered mail, faxed or served personally upon the
party for whom it is intended, addressed to the other party at the address
or fax number first above written. The date of receipt of any notice, if
served personally or by fax, shall be deemed to be the date of delivery
thereof and, if mailed, the third business day after delivery.
11. ASSIGNMENT. You acknowledge that 724 Solutions may assign this agreement
and the benefits of your covenants and obligations under this agreement to
any person who purchases all or substantially all the assets of 724
Solutions. In addition, this agreement and the rights and obligations of
724 Solutions may be assigned at any time by 724 Solutions to an affiliate
of 724 Solutions. Subject to the forgoing, neither this agreement nor any
rights or obligations hereunder shall be assignable by any party without
the prior written consent of the other party. Subject thereto, this
agreement shall enure to the benefit of and be binding upon the parties and
their respective heirs, executors, administrators, legal personal
representatives, successors (including any successor by reason of
amalgamation or statutory arrangement of any party) and permitted assigns.
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12. INVALIDITY AND SEVERABILITY. If any provision of this Agreement, or its
application to any person, place, or circumstance, is held by a court of
competent jurisdiction to be invalid, unenforceable, or void, such
provision shall be enforced to the greatest extent permitted by law, and
the remainder of this Agreement and such provision as applied to other
persons, places, and circumstances shall remain in full force and effect.
13. FURTHER ASSURANCES. You agree to do such acts and execute such further
documents, conveyances, deeds, assignments, transfers and the like, and
will cause the doing of such acts and will cause the execution of such
further documents as are within your power as we may in writing at any time
and from time to time reasonably request be done and or executed, in order
to give full effect to the provisions of this agreement.
14. WAIVER OF RIGHTS. Any waiver of, or consent to depart from, the
requirements of any provision of this agreement shall be effective only if
it is in writing and signed by the party giving it, and only in the
specific instance and for the specific purpose for which it has been given.
No failure on the part of any party to exercise, and no delay in
exercising, any right under this agreement shall operate as a waiver of
such right. No single or partial exercise of any such right shall preclude
any other or further exercise of such right or the exercise of any other
right.
15. AMENDMENTS; WAIVERS. This Agreement may not be amended except by an
instrument in writing, signed by each of the parties. No failure to
exercise and no delay in exercising any right, remedy, or power under this
Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, or power under this Agreement
preclude any other or further exercise thereof, or the exercise of any
other right, remedy, or power provided herein or by law or in equity.
16. ENTIRE AGREEMENT. This Agreement is intended to be the final, complete, and
exclusive statement of the terms of Employee's employment by 724 Solutions.
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 724 Solutions, now or
in the future, apply to Employee and are inconsistent with the terms of
this Agreement, the provisions of this Agreement shall control.
17. GOVERNING LAW. This Agreement is to be construed in accordance with and
governed by the laws of the State of Connecticut, without giving effect to
any
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choice of law rule that would cause the application of the laws of any
jurisdiction other than the State of Connecticut to the rights and duties
of the parties.
18. 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.
19. EMPLOYEE ACKNOWLEDGMENT. Employee acknowledges that he or she has had the
opportunity to consult legal counsel in regard to this Agreement, that he
or she has read and understands this Agreement, that he or she is fully
aware of its legal effect, and that he or she has entered into it freely
and voluntarily and based on his or her own judgment and not on any
representations or promises other than those contained in this Agreement.
20. DATE OF AGREEMENT. The parties have duly executed this Agreement as of the
date first written above.
By: /s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxxxxxx Xxxxxx
------------------------ -------------------------
Xxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxx
CEO
724 Solutions Corp.
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SCHEDULE "A"
COMPENSATION AND BENEFITS OF
XXXXXXXXXXX XXXXXXXX XXXXXX
1. SALARY. Your salary will be $250,000 USD per annum with a variable annual
compensation of $150,000 USD for a target income of $400,000 USD. For the
first year of your employment (from August 7, 2000 to December 31, 2000),
the variable annual portion shall be payable as follows: (i) $100,000 USD
shall be fixed and shall be paid on or before January 31, 2001; and (ii)
$50,000 shall be payable on or before January 31, 2001 if Employee
successfully completes two participations with 724 Solutions. For each
subsequent calendar year of your employment (commencing with the calendar
year 2001) the variable annual portion shall be payable within 30 days of
the end of such calendar year and shall be based upon the completion of
projects set out in a Memorandum of Agreement signed by you and 724
Solutions within 4 weeks of the beginning of each year of this agreement.
You acknowledge and agree that in the event you are eligible to earn any
variable pay or bonus payments, only such variable pay or bonus payments
actually earned by you as of the date your employment ceases shall be paid
to you. 724 Solutions shall deduct all required US deductions. Employee
shall only be liable for US-based taxation and other liabilities, and 724
Solutions shall hold employee free from any other related liability in any
other jurisdiction that may arise as a result of Employee carrying out his
Duties under this Agreement. The foregoing shall not apply to the extent
that Employee relocates in accordance with Section 7 of this Schedule.
2. PAID ABSENCE. You will be eligible for 4 weeks of vacation in each calendar
year, prorated from your starting date. In addition you will be entitled to
2 personal days each calendar year plus statutory US public holidays. Your
supervisor must approve all vacations, and approval is subject to the
operational needs of 724 Solutions. Vacation accrual is subject to a
maximum number of days, in accordance with 724 Solutions' policies.
3. HOME OFFICE. You will be equipped with the necessary tools and devices
including maintenance and respective usage costs to effectively work out of
your home. This shall include, although not be limited to, computing ,
cable and modem communications, fixed and mobile telephone and fax
services, scanner/printer services and CDRW mass storage. Home office at 00
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, XXX shall be designated as
your normal place of work.
4. BENEFITS. You will be eligible to participate in any plans maintained from
time to time by 724 Solutions for the benefit of 724 Solutions' employees,
including, but not limited to, those pertaining to group life, accident,
dental, prescription,
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sickness and medical, and long term disability insurance, provided that
premiums for such coverages are reasonable, as determined by 724 Solutions
in its sole discretion. Such terms to be not less than those provided to
you by 724 Solutions dated June 14, 2000.
5. OPTIONS TO PURCHASE SHARES.
Subject to you and 724 Solutions entering into 724 Solutions' standard
Option Agreement, 724 Solutions hereby grants to you:
(a) the option to purchase 33,333 common shares of 724 Solutions (or the
group of companies that forms 724 Solutions), at their Market Price
(as defined in the Stock Option Plan) on the date of the grant (your
first day of employment with 724 Solutions), which option vests on and
continues from the first anniversary of your employment; and
(b) the option to purchase an additional 33,333 common shares of 724
Solutions (or the group of companies that forms 724 Solutions), at
their Market Price (as defined in the Stock Option Plan) on the date
of the grant (your first day of employment with 724 Solutions), which
option vests on and continues from the second anniversary of your
employment; and
(c) the option to purchase an additional 33,334 common shares of 724
Solutions (or the group of companies that forms 724 Solutions), at
their Market Price (as defined in the Stock Option Plan) on the date
of the grant (your first day of employment with 724 Solutions), which
option vests on and continues from the third anniversary of your
employment.
Further options may be granted to you in accordance with 724 Solutions'
standard ongoing grant program, which grants must be approved by the
Compensation Committee of the Board of Directors of 724 Solutions.
Please note that the terms and conditions of the Option Agreement and
corresponding Option Plan govern the options granted in this agreement. In
particular, you should note that your eligibility for unvested options will
be automatically forfeited if your employment with 724 Solutions terminates
for any reason except for rights granted to you under Section 6 of this
Schedule.
6. NON-VOLUNTARY TERMINATION OF EMPLOYMENT WITH 724 SOLUTIONS.
In the event that you are terminated without cause by 724 Solutions, you
shall be entitled to receive your base salary for a period of six (6)
months from the date of such termination. Further, you shall immediately be
entitled to exercise any stock options which would otherwise have vested in
the six (6) month period immediately following your termination. These
rights represent your full and
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only compensation upon termination without cause, and shall be granted to
you upon your execution of a full and final release of any claims against
724 Solutions related in any manner to your employment.
7. RELOCATION
Employee shall be entitled to relocation in connection with the permanent
location of 724 Solutions Headquarters. If, by December 31st., 2001, this
remains located in Toronto, Canada then Employee shall be entitled to be
relocated to Toronto. If, at that time, Employee elects to be so relocated,
724 Solutions shall reimburse actual, reasonable, direct relocation
expenses up to, but not exceeding $75,000.
8. GENERAL
This statement of Compensation and Benefits supersedes all other prior and
contemporaneous agreements and statements, whether written or oral, express
or implied pertaining in any manner to your compensation and benefits, 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 724 Solutions, now or in the future, apply to Employee and
are inconsistent with the terms of this Agreement, the provisions of this
Agreement shall control.
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