EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made and entered into as of the 13 day of
December, 1999, by and among XXXXXXXXXX.XXX, Inc., a Florida corporation with
its principal executive office at 000 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxx,
Xxxxxxx 00000 ("Rankstreet"), and XXXXXXX XXXXXXXXX (the "Employee"), an
individual residing at 000 Xxxxxxxxxxx Xxxx, Xxxxxxx, XX 00000.
W I T N E S S E T H
WHEREAS, the Employee has been employed by the Employer for a period of
time in a senior executive capacity; and
WHEREAS, RANKSTREET wishes to assure itself of the services of the
Employee for a period provided in this Employment Agreement and the Employee is
willing to serve in the employ of RANKSTREET for said period, subject to and
upon the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties hereto hereby agree as follows:
1. Employment. a) RANKSTREET hereby employs the Employee subject to the
supervision and direction of the Chief Executive Officer of RANKSTREET, or such
person or persons who shall be designated by the Chief Executive Officer of
RANKSTREET, for the period (the "Employment Period") commencing on November 19,
1999, and ending on November 19, 200, and shall be automaticaly renewable for
two year terms, unless cancelled by written notice from either party. The
Employee shall initially be employed in the capacity of President and shall
remain employed during the Employment Period in said capacity for so long as
required by the Chief Executive Officer of RANKSTREET. The Employee hereby
accepts such employment, agrees to perform those services of a nature
concomitant with his positions and offices as shall from time to time be
assigned to him by or pursuant to authorization of the Chief Executive Officer
or the Board of Directors of RANKSTREET and agrees diligently and competently to
devote all of his business time, efforts, skill and attention to such services.
b) The Employee shall report to and be responsible to the
Chief Executive Officer.
c) The Employee's office shall be located at 000 X. Xxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxx, XX 00000 or in such other office as Employer and
Employee shall agree.
2. Compensation During the Employment Period. a) Employer shall pay to
the Employee, and the Employee shall accept from Employer, for his services
hereunder, a base salary, payable in accordance with Employer's payroll policy
as in effect from time to time. Such base salary shall initially be at a rate
per annum subject to a percentage of pre-tax profit and or revenue and subject
to such increases, if any, as shall reasonably be determined by the Board of
Directors of Rankstreet from time to time.
b) Employer may make available to the Employee, to the extent
he satisfies the eligibility requirements thereof and to the extent permitted by
law, any fringe benefit program in which employees are eligible to participate.
Fringe benefits include, but are not limited to, health insurance,
hospitalization and other plans and policies authorized now or in the future. In
addition to any other benefits provided to the Employee hereunder, Employer
shall provide the Employee with such other benefits and prerequisites as are
being provided to the Employee by Employer on the date hereof.
c) The Employee shall be entitled to receive additional
compensation, if any, whether in the form of bonus, other incentive compensation
or otherwise, as the Board of Directors of RANKSTREET may specify from time to
time.
d) Net profits shall be defined as gross profits from the
operation of Rankstreet's web site less costs, expenses, debts owed to
XxxxxxXxx.Xxx, Inc. and taxes.
3. Notice of Breach. Employer and Employee agree that, prior to the
termination of th employment of Employee hereunder by reason of any breach of
any provisions of this Employment Agreement, the injured party will give the
party in breach written notice specifying such breach and permitting the party
in breach to cure such breach within a period of thirty (30) days after receipt
of such notice.
4. Disability and Death. a) If the Employee shall be unable
substantially to perform the duties required of him pursuant to his office and
the provisions of this Employment Agreement due to any disability preventing him
from performing such services for either a period of three (3) consecutive
months or for any six (6) months in a one (1) year period, Employer shall have
the right to terminate the Employee's employment hereunder on thirty (30) days'
written notice. Notwithstanding any such termination, the Employee shall be
entitled to receive any compensation accrued or accruable to the Employee at the
time of such termination pursuant to the provisions of Article 2 hereof.
b) The term "disability" shall mean the complete inability of
the Employee to perform his duties under this Employment Agreement due to
injury, illness or disease as determined by an independent physician mutually
acceptable to the Employer and the Employee.
c) In the event of the Employee's death during the Employment
Period, the Employee's legal representatives shall be entitled to receive his
salary at the rate provided in Article 2 to the last day of the Employer's
payroll accounting period in which his death shall occur.
5. Termination. a) Employer shall have just legal cause to terminate the
employment of the Employee under this Employment Agreement only upon a good
faith determination of the Chief Executive Officer of RANKSTREET that the
termination of such employment is necessary and in the best interests of the
Employer by reason of:
i) the conviction of the Employee of a felony
under state or federal law, or the equivalent under foreign law; unless in any
such case the Employee performed such act in good faith and in a manner the
Employee reasonably believed to be in or not opposed to Employer's best
interests, or
ii) the material and continued breach by the Employee
of his obligations under this Employment Agreement, after compliance with the
provisions of Article 3.
Notwithstanding the foregoing, no termination of the Employee's employment under
this Employment Agreement shall diminish or affect in any way the Employee's
rights to the payments provided for hereunder which have accrued or are
accruable to and including the date of such termination; provided that in the
event of termination for cause, Employee shall not be entitled to any
compensation for periods following the date of termination.
b) Employer shall have the right to terminate the employment
of the Employee under this Employment Agreement in its sole and absolute
discretion and without cause upon its payment to the Employee of an amount equal
to the sum of (i) one hundred percent (100%) of any compensation accrued or
accruable to the Employee at the time of such termination pursuant to the
provisions of Article 2.
6. Confidentiality. The Employee agrees, during and after the
Employment Period, to keep secret and confidential all information heretofore or
hereafter acquired by him concerning Employer's business and affairs and/or the
business and affairs of any of its subsidiaries as may be established from time
to time, and further agrees that he will at no time during the Employment Period
or thereafter disclose any such information to any person, firm or corporation,
other than to Employer, its directors, officers, employees, auditors and legal
advisors otherwise than in the regular course of Employer's business or that of
its subsidiaries as may be established from time to time, or use the same in any
manner other than in connection with Employer's business and affairs or the
business and affairs of any subsidiaries as may be established from time to
time, except (i) as may be required by law, (ii) in connection with the
Employee's enforcement of his rights under this Employment Agreement, (iii) as
to such information as may already have become publicly known other than through
the Employee in violation of this Article 6 and (iv) with Employer's consent.
7. Inventions. The Employee agrees for no additional consideration to
assign to Employer, immediately upon the execution of this Employment Agreement
and thereafter immediately upon making or acquiring them, as the case may be,
any and all inventions, patent rights, letters patent, copyrights, trademarks,
trade names, and applications therefor, in the United States and all other
countries, and any and all rights and interests in, to and under the same which
he may legally transfer, now possessed by him or acquired by him during the
period of his employment hereunder, relating in any way to the business and
activities of, or the equipment, devices, processes and formulas connected with,
Employer's business or any other business conducted by Employer and any
subsidiaries as may be established from time to time and agrees that, upon
request, the Employee will promptly make all disclosures, execute all
instruments and papers and perform all acts reasonably necessary or desired by
Employer to vest and confirm in it, its successors, assigns and nominees, fully
and completely, all rights created or contemplated by this Article 7 and which
may be necessary to enable Employer, its successors, assigns and nominees to
secure and enjoy the full benefits and advantages thereof.
8. Noncompete. The Employee agrees, to the extent permitted by law,
that he shall not during the Employee's employment with Employer and until the
later of (a) three (3) years following the date of the termination of such
employment or (b) the completion of the payments provided for in clause (ii) of
paragraph (b) of Article 5 hereof, directly or indirectly, own, manage, operate,
join or control, or participate in the ownership, management, operation or
control of, or be a director or employee of, or a consultant to, or authorize
the use of his name by, or be connected in any manner with, any business, firm
or corporation, in any town, city, county or state of the United States of
America or of any country in the world, which manufactures, sells, leases or
distributes products competitive with any products of the Employer (or any
subsidiaries as may be established from time to time); provided, however, that
the provisions of this Article 8 shall not apply to investments by the Employee
in shares of stock traded on a national securities exchange or on the national
over-the-counter market which (a) shall have an aggregate market value, at the
time of acquisition, of less than Twenty Thousand Dollars ($20,000) and (b)
shall constitute less than three percent (3%) of the outstanding shares of such
stock.
9. Equitable Relief. The Employee acknowledges and agrees that, because
of the unique and extraordinary nature of his services, and breach or threatened
breach of the provisions of Articles 6, 7, or 8 will cause irreparable injury
and incalculable harm to Employer and that Employer shall, accordingly, be
entitled to injunctive or other equitable relief. The foregoing, however, shall
not be deemed to waive or to limit in any respect any other right or remedy
which Employer may have with respect to such breach.
10. Indemnification. Employer will indemnify the Employee (and his
legal representatives or other successors) to the fullest extent permitted by
the laws of the State of Florida and Employer's existing certificate of
incorporation and by-laws, and the Employee shall be entitled to the protection
of any insurance policies Employer may elect to maintain generally for the
benefit of its directors and officers, against all costs, charges and expenses
whatsoever incurred or sustained by him or his legal representatives in
connection with any action, suit or proceeding to which he (or his legal
representatives or other successors) may be made a party by reason of his being
or having been a director or officer of Employer and any subsidiaries as may be
established from time to time.
11. Notices. All notices hereunder shall be in writing and shall be
sent by registered or certified mail, return receipt requested. Any such notice
intended for Employer shall be addressed to it, attention of its Chairman of the
Board at its address hereinbefore set forth or at such other address of which
Employer shall have given notice to the Employee in the manner herein provided;
and if intended for the Employee, shall be addressed to him at his address
hereinbefore set forth or at such other address of which the Employee shall have
given notice to Employer in the manner herein provided.
12. Entire Agreement. This Employment Agreement constitutes the entire
understanding between the parties with respect to the matter referred to herein
and no waiver or modification to the terms hereof shall be valid unless in
writing signed by the party to be charged and only to the extent therein set
forth. All prior and contemporaneous agreements and understandings between the
parties with respect to the subject matter of this Employment Agreement are
superseded by this Employment Agreement.
13. Severability. If any provision in this Employment Agreement is
invalid, illegal and unenforceable, the balance of this Employment Agreement
shall remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons and
circumstances.
14. Waiver of Breach. A waiver by the Company or the Employee of a breach
of any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the other party.
15. Non-Assignability. This Employment Agreement shall be binding upon
and inure to the benefit of the parties hereto, their respective heirs,
administrators, executors, personal representatives, successors and assigns;
provided, however, that this Employment Agreement may not be assigned by any of
the parties hereto other than by and among Employer and any subsidiaries and/or
affiliates as may be established from time to time.
16. Law. This Employment Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
17. Withholding. All payments hereunder shall be subject to withholding
and to such other deductions as shall at the time of such payment be required
pursuant to any income tax or other law, whether of the United States of any
other jurisdiction, and, in the case of payments to the executors or
administrators of the Employee's estate, the delivery to Employer of all
necessary tax waivers and other documents.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Employment Agreement as of the date first above written.
XXXXXXXXXX.XXX, Inc.. EMPLOYEE
/S/ Xxxxxxx Xxxxxxxxx /S/ Xxxxxxx Xxxxxxxxx
By:_________________________________ _____________________________
President, CEO
Title:_______________________________
