Exhibit 10.13
EMPLOYMENT AGREEMENT
Employment Agreement, between XxxxxXxxx.xxx (the "Company") and Xxxxxxx X.
Xxxxxxxx (the "Employee").
1. For good consideration, the Company employs the Employee on the following
terms and conditions.
2. Term of Employment: Subject to the provision for termination set forth
below this agreement will begin on May 1, 2000, unless sooner terminated.
3. Salary: The Company shall pay Employee a salary of $48,000 per year, for
the services of the Employee, payable at regular payroll periods.
Employee's salary may be increased during the first year to a maximum of
$120,000/year.
4. Other Compensation: Employee will receive 300,000 shares of SonicSave
stock immediately. Also, the employee has the option to buy 100,000 shares
at a price of $.25/share beginning in the second year of employment, which
will vest 1/48 per month, as long as Employee is still employed by
Company. This option is exercisable on or before the fifth year of
employment.
5. Duties and Position: The Company hires the Employee in the capacity of
Senior Vice President. The Employee's duties may be reasonably modified at
the Company's direction from time to time.
6. Employee to Devote Full Time to Company: The Employee will devote full
time, attention, and energies to the business of the Company and during
this employment, will not engage in any other business activity,
regardless of whether such activity is pursued for profit, gain, or other
pecuniary advantage. Employee is not prohibited from making personal
investments in any other businesses provided those investments do not
require active involvement in the operation of said companies.
7. Confidentiality of Proprietary Information: Employee agrees, during or
after the term of this employment, not to reveal confidential information,
or trade secrets to any person, firm, corporation, or entity. Should
Employee reveal or threaten to reveal this information, the Company shall
be entitled to an injunction restraining the Employee from disclosing
same, or from rendering any services to any entity to whom said
information has been or is threatened to be disclosed. The right to secure
an injunction is not exclusive, and the Company may pursue any other
remedies it has against the Employee for a breach or threatened breach of
this condition, including the recovery of damages from the Employee.
8. Reimbursement of Expenses: The Employee may incur reasonable expenses for
furthering the Company's business, including expenses for entertainment,
travel, and similar items. The Company shall reimburse Employee for all
business
expenses after the Employee presents an itemized account of expenditures,
pursuant to Company policy.
9. The Employee shall be entitled to a yearly vacation of 3 weeks at full pay
for the first two years of employment, and 5 sick days. In the third year
of employment Employee shall receive 4 weeks vacation at full pay.
10. Termination of Agreement: Without cause, the Company may terminate this
agreement at any time upon 14 days' written notice to the Employee. If the
Company requests, the Employee will continue to perform his/her duties and
be paid his/her regular salary up to the date of termination. In addition,
the Company will pay the Employee on the date of termination a severance
allowance equal to two weeks of Employee's salary, less taxes and social
security required to be withheld. Without cause, the Employee may
terminate employment upon 14 days written notice to the Company. Employee
may be required to perform his/her duties and will be paid the regular
salary to date of termination but shall not receive a severance allowance.
Notwithstanding anything to the contrary contained in this agreement, the
Company may terminate the Employee's employment upon 30 days' notice to
the Employee should any of the following events occur:
a) The sale of substantially all of the Company's assets to a single
purchaser or group of associated purchasers; or
b) The sale, exchange, or other disposition, in one transaction of the
majority of the Company's outstanding corporate shares; or
c) The Company's decision to terminate its business and liquidate its
assets;
d) The merger or consolidation of the Company with another company.
e) Bankruptcy or Chapter 11 Reorganization.
11. Death Benefit: Should Employee die during the term of employment, the
Company shall pay to Employee's estate any compensation due through the
end of the month in which death occurred.
12. Assistance in Litigation: Employee shall upon reasonable notice, furnish
such information and proper assistance to the Company as it may reasonable
require in connection with any litigation in which it is, or may become, a
party either during or after employment.
13. Effect of Prior Agreements: This agreement supersedes any prior agreement
between the Company or any predecessor of the Company and the Employee,
except that this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind elsewhere
provided and not expressly provided in this agreement
14. Settlement by Arbitration: Any claim or controversy that arises out of or
relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance
with the rules of the American Arbitration Association. Judgment upon the
award rendered may be entered in any court with Jurisdiction.
15. Limited Effect of Waiver by Company: Should Company waive breach of any
provision of this agreement by the Employee, that waiver will not operate
or be construed as a waiver of further breach by the Employee.
16. Severability: If, for any reason, any provision of this agreement is held
invalid, all other provision of this agreement shall remain in effect. If
this agreement is held invalid or cannot be enforced, then to the full
extent permitted by law any prior agreement between the Company (or any
predecessor thereof) and the Employee shall be deemed reinstated as if
this agreement had not been executed.
17. Assumption of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this agreement will inure to the
benefit and be binding upon the Company's successors and assignees.
18. Oral Modifications Not Binding: This instrument is the entire agreement of
the Company and the Employee. Oral changes shall have no effect. It may be
altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge
is sought.
19. Employee acknowledges and agrees that the Stock has not been registered
under the Securities Act of 1933, as amended (the "Act") in reliance upon
the exemption from the registration provisions of the Act provided by
Section 4(2) thereof. He also acknowledges and agrees that the Stock may
not be sold, transferred or otherwise disposed of unless (i) the Stock has
been registered under the Act or (ii) prior thereto, there is delivered to
the Company a written opinion in form and substance reasonably
satisfactory, that the proposed transaction may be effected without
compliance with the registration provisions of the Act including, without
limitation, by virtue of compliance with Rule 144 promulgated under the
Act.
Signed this ________ day of ______________, ____________.
____________________________ _______________________________
Company Employee
