FORM OF EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of XXXX, 0000,
by and between Enableware Technologies, INC., ("the Employer"), of 000 Xxxx 00xx
Xxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Xxxxxx Xxxxxx, ("the
Employee"), of Phoenix, Arizona.
1. Employer is engaged in the business of providing migration software and
services from Legacy Systems to the Internet.
2. Employer desires to have the services of the Employee.
3. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as a CEO to develop the
business of the Company and develop and implement the long-term strategy for the
Company Employee accepts and agrees to such employment, subject to the general
supervision, advice and direction of the Employer's Board of Directors only.
Employee may also perform (i) such other duties as are customarily performed by
an employee in a similar position, and (ii) such other and unrelated services
and duties as may be assigned to Employee from time to time.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided at such place(s) as the needs devoting his best efforts and entire
professional time and attention to the performance and fulfillment of his duties
and to the advancement of the interests of the Company, or opportunities of the
Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee an annual salary of
$100,000.00 payable in monthly installments payable on the first day and the
fifteenth day of each month. Annually, the Board of Directors will review and
determine increases in the Employee's compensation to be effective on the
Employee's employment anniversary. Upon termination of this Agreement, payments
under this paragraph shall cease except as notes in Section 9; provided,
however, that the Employee shall be entitled to payments for periods or partial
periods that occurred prior to the date of termination and for which the
Employee has not yet been paid. Employee shall be entitled to 20 days per year
accrued vacation and will be paid in accordance with state law and the
Employer's customary procedures. In addition to the compensation described
above, while Employee is employed hereunder, Company shall pay and provide
Employee and his dependents with the same amount and type of health, medical and
life insurance as is provided from time to time to Company employees of
Employee's executive level during the term of this Agreement. Employee shall
also be paid, as to each year during the term, a bonus equal to 8% of the
Employer's pre-tax profits payable within ten days of the release of the
Employer's audited financial statements for such year either by press release or
by SEC filing.
4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The
Employer will reimburse Employee for "out-of-pocket" expenses in accordance with
Employer policies in effect from time to time.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide
Employer with all information, suggestions, and recommendations regarding
Employer's business, of which Employee has knowledge that will be of benefit to
Employer.
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
o inventions
o products
o prices
o costs
o future plans
o business affairs
o processes
o trade secrets
o technical matters
o customer lists
o product design
o copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Agreement and will justify
legal and/or equitable relief.
13. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a 3-year
period after the termination of Employee's employment.
14. NON-COMPETE AGREEMENT. Recognizing that the various items of
Information are special and unique assets of the company, Employee agrees and
covenants that for a period of 1 year following the termination of this
Agreement, whether such termination is voluntary or involuntary, Employee will
not directly or indirectly engage in any business competitive with Employer.
This covenant shall apply to the U.S. geographical area that includes all 50
states, Directly or indirectly engaging in any competitive business includes,
but is not limited to, (i) engaging in a business as owner, partner, or agent,
(ii) becoming an employee of any third party that is engaged in such business,
(iii) becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of Employer for the benefit of a third party that is
engaged in such business. Employee agrees that this non-compete provision will
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not adversely affect the Employee's livelihood. If Company defaults on this
Agreement, including nut not limited to not making payments when due under the
Agreement, then Employee is no longer required to comply with Section 8,
NON-COMPETE AGREEMENT.
15. TERM/TERMINATION. The Employee's employment under this Agreement shall
commence as of on the initial closing of the Employer's public offering or as
soon as the Employer receives equity funding of at least $200,000, whichever
shall first occur (the "Commencement Date") and shall, unless sooner terminated
in accordance with the provisions hereof, continue uninterrupted for an initial
three-year term expiring on the third anniversary of the day prior to the
Commencement Date, and thereafter shall be automatically renewed for successive
one-year periods unless terminated by either party upon ninety (90) days written
notice prior to the end of any such year. As used herein the "Term" shall refer
to both such initial three year term and any renewal term. The term "first three
year term" shall refer to the annual period commencing on the Commencement Date
and ending on the day prior to the anniversary day of the Commencement Date. The
term "renewal year" shall refer to each annual period after the first year.
Notwithstanding the foregoing, if the Agreement is not renewed for a
renewal year or is terminated without cause in the first three year term, the
Company will continue to pay Executive's Compensation for the balance of the
first three year term or the renewal term then in effect.
Company may terminate this Agreement for cause upon written notice to
the Employee stating the facts for such cause. Cause shall include material
neglect of duties, commission of a felony or Employee's material breach of this
Agreement.
16. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with all of
the rules and regulations of Employer.
17. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee
shall deliver all property (including keys, records, notes, data, memoranda,
models, and equipment) that is in the Employee's possession or under the
Employee's control which is Employer's property or related to Employer's
business. Such obligation shall be governed by any separate confidentiality or
proprietary rights agreement signed by the Employee.
18. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage paid, addressed as follows:
Employer:
Enable Technologies, Inc.
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Employee:
Xx. Xxxxxx Xxxxxx
0000 X. Xxxxxxx Xxx
Xxxxxxx, Xxxxxxx 00000
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
19. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
20. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
21. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. I a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
22. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
23. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of New York as they are applied to contracts executed and to be performed
entirely within such state.
AGREED TO AND ACCEPTED
Employer: Employee:
Enableware Technologies, Inc.
By:
------------------------------- -------------------------------
Xx. Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx
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