EMPLOYMENT AGREEMENT
CYBER MERCHANTS EXCHANGE, INC., a California corporation, located at
000 X. Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, hereinafter referred to as
Employer, and XXXXX XXX, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxx 00000,
hereinafter referred to as Employee, in consideration of the mutual promises
made herein, agree as follows:
Employment and Title
1. Employer hereby employs Employee and Employee accepts tmployment as
part-time treasurer for Employer. The parties agree that Employee's employment
with Employer is "at will."
Duties
2. Employee shall report to Employer's President. Employee shall be
responsible for maintaining Employers accounts and finances, including but not
limited to paying Employer's employees, accounts payable, . . . etc., and
performing all duties incidental thereto, including supervision of employees
within that department and such other work as may be required of him in
connection with the business of Employer.
Trade Secrets
3. (a) The parties acknowledge and agree that during the term of this
agreement and in the course of the discharge of his duties hereunder, Employee
shall have access to and become acquainted with information concerning the
operation of Employer, including without limitation, financial, personnel,
sales, planning, and other information that is owned by Employer and regularly
used in the operation of Employer's business and that this information
constitutes Employer's trade secrets.
(b) Employer agrees that he shall not disclose any such trade
secrets, directly or indirectly, to any other person or use them in any way,
either during the term of this agreement or at any other time thereafter, except
as is required in the course of his employment for Employer.
Annual Salary
4. As compensation for the services to be rendered by Employee
hereunder, Employer shall pay Employee an annual salary at the rate of
$33,600.00 per annum, payable in equal semi(a)monthly installments of $1,400.00
on the fifteenth (15th) and final days of each month during the period of
employment,
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prorated for any partial employment period.
Restricted Stock Option
5. (a) As additional compensation, Employer agrees to provide Employee
with the option to purchase 50,000 shares of common stock for a total cost of
$10.00. This restricted stock option shall vest six months after the execution
of this employment agreement. However, the Employee may only purchase fifty (50)
percent of the restricted stock option at the end of his first year of
employment (i.e., 25,000 shares). Employee shall have fifteen (15) business days
after the end of his first year of employment to exercise this restricted stock
option. The Employee may purchase the remaining fifty (50) percent of the
restricted stock option at the end of his second year of employment. Employee
shall have fifteen (15) business days after the end of his second year of
employment to exercise this restricted stock option.
(b) Employee will have no right to this restricted stock option upon
Employer's termination of this agreement for or without cause and/or upon
Employee's resignation.
Vacation
6. (a) Employee will be entitled to an annual vacation leave of fifteen
(15) working days at full pay.
(b) Although vacations will be granted at times most desired by
Employee, Employer reserves the right to determine or approve the vacation time
in order to ensure its efficient and orderly operation.
(c) Employee is ordinarily expected to use all vacation time in the
year earned. However, Employee may accumulate up to a maximum of twenty (20)
vacation days.
Illness
7. After completing one year of employment, Employee shall be entitled
to five (5) days per year as sick leave with full pay. Sick leave may be accrued
to a maximum of eight (8) days per year.
Business Expenses
8. Employee shall be entitled to receive, within 10 days after delivery
to Employer of an itemized statement thereof, reimbursement for all justified
and reasonable expenses incurred in connection with the performance of
Employee's duties.
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Entire Time and Efforts
9. During the term of this agreement, Employee shall devote his entire
time and efforts to the business and affairs of Employer and do his utmost to
promote its interest.
Competitive Activities
10. During the term of this agreement, Employee shall not, directly or
indirectly, own, manage, operate, join, control, be employed by, or participate
in the ownership, management, operation, or control of, or be connected in any
manner with, any business that is competitive to the business of Employer.
Termination
11. (a) Employer may terminate this agreement and the employment
hereunder at any time on ten (10) business days written notice to Employee.
Employee may terminate this agreement and the employment hereunder at any time
on ten (10) business days written notice to Employer.
(b) If Employee is unable to perform his duties by reason of
illness or disability for a continuous period of 30 days, Employer may terminate
this agreement and the employment hereunder without further notice. Termination
of this reason shall not be deemed "for cause" as that term is used in this
section.
(c) In the event of termination under this section, Employer's
obligations to Employee under this agreement shall cease except for annual
salary accrued to the date on which termination becomes effective.
Probation
12. The first six (6) months after the execution of this employment
agreement will be a probationary period during which Employee can be terminated
for or without cause by Employer. During this probationary period, Employee will
not receive any group medical or term life insurance coverage from Employer.
Notices
13. Any notices to be given hereunder by either party to the other
shall be in writing and may be transmitted by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to Employer at 000 X. Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000, and to Employee at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxx 00000, but each party may change that address by written notice in
accordance with this section. Notices
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delivered personally shall be deemed communicated as of the date of actual
receipt; mailed notices shall be deemed communicated as of the date of mailing.
Arbitration
14. (a) Any controversy between Employer and Employee involving the
construction or application of any of the terms, provisions, or conditions of
this agreement shall on the written request of either party served on the other
be submitted to arbitration. Arbitration shall comply with and be governed by
the provisions of the California Arbitration Act.
(b) Employer and Employee shall each appoint one person to hear and
determine the dispute. If the two persons so appointed are unable to agree, then
those persons shall select a third impartial arbitrator whose decision shall be
final and conclusive upon both parties.
(c) The cost of arbitration shall be borne by the losing party or
in such proportions as the arbitrators decide.
Attorney's Fees and Costs
15. If any legal action is necessary to enforce or interpret the terms
of this agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and necessary disbursements in addition to any other
relief to which that party may be entitled. This provision shall be construed as
applicable to the entire contract.
Entire Agreement
16. This agreement supersedes any and all other agreements, either oral
or in writing, between the parties hereto with respect to the employment of
Employee by Employer and contains all of the covenants and agreements between
the parties with respect to that employment in any manner whatsoever. Each party
to this agreement acknowledges that no representation, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this agreement shall be valid
or binding on either party. Any modification of this agreement will be effective
only if it is in writing and signed by the party to be charged.
Effect of Waiver
17. The failure of either party to insist on strict compliance with any
terms, covenants, or conditions of this agreement by the other party shall not
be deemed a waiver of that
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term, covenant, or condition, nor shall any waiver or relinquishment of any
right or power at any one time or times be deemed a waiver or relinquishment of
that right or power for all or any other times.
Partial Invalidity
18. If any provision in this agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
shall nevertheless continue in full force without being impaired or invalidated
in any way.
Law Governing Agreement
19. This agreement shall be governed by and construed in accordance
with the laws of the State of California.
Executed on October 28, 1996, at Alhambra, California.
EMPLOYER
CYBER MERCHANTS EXCHANGE, INC.
By /S/ XXXXX XXXX
-------------------------
XXXXX XXXX, PRESIDENT
EMPLOYEE
/S/ XXXXX XXX
-------------------------
XXXXX XXX
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