EXHIBIT 10.2
Employment Agreement Between Softlink, Inc.
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and Xxxxxxx X. Xxxx
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This Agreement is made on March 1, 1999, between Softlink, Inc., a Nevada
Corporation, and ("Company"), with principal place of business 0000 Xxxxxxx
Xxxxxxx Xxxx., Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and Xxxxxxx X. Xxxx, an
individual, ("Employee"), with place of residence 00000 Xxxxxxx Xxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000.
Recital
Company desires to hire Employee because of Employee's business experience and
expertise in software, marketing and business development.
1.0 Term of Contract
This Agreement shall become effective from March 1, 1929, and will continue in
effect for two years with an option to renew for one year unless terminated
earlier. There shall be a six-month trial period, which commences on March 1,
1999. During the trial period, Either Company or Employee may terminate this
Agreement with 30-day notice.
2.0 Duties of Employee
Employee will serve Company faithfully in the capacity of President and Chief
Operating Officer or in a capacity with greater responsibility or authority to
the best of Employee's ability under the direction of the Board of Directors of
Company.
Employee shall not directly or indirectly, render any services of a business,
commercial or professional nature to any person or organization other than
Company, which would benefit a competitor of Company or harm Company.
Additionally, Employee shall not directly or indirectly render any services of a
business, commercial or professional nature to any persons or organization other
than Company, which would negatively impact Employee's performance of his duties
with Company.
3.0 Compensation
Employee's salary shall be at a rate of $12,000 a month starting March 1, 1999.
The salary shall be paid on a semi-monthly basis.
Employee will receive an option to purchase 120,000 shares of Softlink's
registered common stock at a price of $1.20 a share for a period of one year.
The option will vest monthly at a rate of 10,000 shares a month.
Employee will receive an option, so long as he maintains the employment with
Softlink, to purchase additional 120,000 shares of Softlink's registered common
stock at a price of $1.20 per share starting from March 1, 2000 for a period of
one year. The option will vest monthly at a rate of 10,000 shares per month.
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An additional option plan based on Employee's achievements is defined as
follows:
a. Employee will have an option to purchase additional 130,000 shares of
registered Softlink's common stock at $1.20 per share when Softlink's gross
revenue reaches $12 million.
b. Employee will have an option to purchase additional 130,000 shares of
registered Softlink's common stock at $1.20 per share when S6ftlink
qualifies and traded at NASDAQ stock market.
4.0 Failure to Pay Employee
The failure of Company to pay Employee as provided above may, in Employee's sole
discretion, be deemed a breech of this agreement, and unless such breach is
cured within 15 days after written notice to Company, the breach of contract
issue shall be subject to binding arbitration under terms of the American
Arbitration Association:
5.0 Change of Ownership: In the event there is a change of control during
Employee's employment, (a new owner controls more than 50 percent of the
Company's common stock) and Employee's employment is terminated within 12 months
of that event (for reason other than cause) all stock options will be
immediately vested. Employee will be entitled for a severance pay equal to then
the annual compensation. For the purpose of this agreement, "cause" will be
defined as contemplated by Section 2924 of the California Labor Code)
6.0 Reimbursement of Expenses
Company shall reimburse Employee for reasonable out-of-pocket pre-approved
expenses that Employee shall incur in connection with Employee's services for
Company, on presentation by Employee of appropriate vouchers to Company within
10 days.
7.0 Other Benefits: Employee will receive insurance, medical and health and
other benefits available to other senior executives as per existing or future
policies.
8.0 Termination And Renewal of Agreement
An agreement to exercise the one-year employment extension will be made mutually
by both parties in writing six months prior to the end of the term of the
agreement. If the option is not exercised, the parties are on notice that the
agreement will terminate on February 28, 2001. Company may terminate this
agreement without cause at any time with 30-clay notice. If the Company
terminates Employee without cause prior to February 28, 2001 and after the six-
month trial period, than 100% of the any option to purchase common shares
granted to Employee by Company should immediately vest. Employee will be
entitled for a severance pay equal to then annual compensation.
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9.0 Confidential Information
It is understood between the parties that, during the term of the Agreement,
Employee will deal with confidential information that is Company property used
in the course of its business or other business confidential information.
Employee shall treat as confidential any information obtained by Employee
concerning business, products, techniques, methods, systems, prices, plans or
policies of the Company or Company's customers.
10.0 General
This Agreement constitutes the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes all prior oral
or written agreements, arrangements, and understandings with respect thereto.
This Agreement is made under and shall be construed pursuant to the laws of the
State of California, in the County of Santa Xxxxx, as if the agreement was made
and entered into by both parties within the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the date first set forth above.
Employee: Company:
Xxxxxxx X. Xxxx Softlink, Inc.
/s/ Xxxxxxx Xxxx /s/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxxx Xxxxxxx X. Xxx, Chairman
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