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EXHIBIT 99.8
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated for reference purposes only as of September
15th 1999, is entered into by and between VERIDA INTERNET CORP.
("Employer"), and XXXXXXX XXXXXXX ("Employee"). Employer and Employee
agree to the following terms and conditions of employment
1. Period of Employment. Employer shall employ Employee commencing
October 1, 1999, and continuing until the employment is terminated in
accordance with Section 4 below.
2. Position and Responsibilities.
(a) Position. Employee accepts employment with Employer as
President and Chief Executive Officer (CEO) and shall perform all
services appropriate to that position, as well as such other services
as may be assigned by Employer. Employee shall devote his best efforts
to the performance of his duties. He shall report to the Board of
Directors of Employer.
(b) Other Activity. Except upon the prior written consent of
Employer, Employee (during his employment with Employer) shall not
engage, directly or indirectly, in any other business, commercial, or
professional activity (whether or not pursued for pecuniary advantage)
that puts the Employee in direct competition with Employer, or that
directly interferes with the business of Employer. So that Employer may
be aware of the extent of any other demands upon Employee's time and
attention, Employee shall disclose in confidence to Employer the nature
and scope of any other business activity in which he is or becomes
engaged during his employment with Employer.
3. Compensation and Benefits.
(a) Compensation,
(1) Employer shall pay Employee a salary at the rate of One
Hundred and Eighty Thousand Dollars $(180,000) per year in
accordance with Employer's regularly established policies.
Employee shall receive both quarterly performance and annual
compensation reviews from Employer.
(2) Employee shall be granted an option to purchase 300,000
shares of Employee's common stock at a price of five dollars and
twenty-five cents per share $(5.25) which shall be fully vested as
of the date of hire. The parties to this Agreement acknowledge the
prior satisfaction of this paragraph through the granting of an
option to acquire 300,000 shares dated June 14, 1999.
(3) Employer further agrees to grant Employee an option to
purchase an additional 200,000 shares of Employee's common stock
at a price of five dollars and twenty-five cents per share $(5.25)
which shall vest in four (4) equal amounts of 50,000 shares per
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period, based on the following vesting schedule following the date
of this Agreement: 25% at six (6) months; 25% at twelve (12)
months; 25% at twenty-four (24) months; and 25% at thirty-six (36)
months. The foregoing notwithstanding, in the event that this
Agreement is terminated by Employer without cause pursuant to
Section 4(a) below, the balance of the shares covered by
Employee's stock option in Paragraph 3(a)(3) shall be subject to
immediate vesting, The parties to this Agreement acknowledge the
prior satisfaction of this paragraph through the granting of an
option to acquire 200,000 shares dated June 14, 1999.
(b) Benefits. Employee shall be entitled to receive such ongoing
benefits as Employee currently receives as an employee of Triad
Creative Inc. (a Company wholly owned by Employer) until such time as
employer makes such similar benefits generally available to similarly
situated employees.
(c) Expenses. Employer shall reimburse Employee for reasonable
travel and other business expenses incurred by Employee in the
performance of his duties, in accordance with Employer's policies, as
they may be amended in Employer's sole discretion.
4. Termination of Employment
(a) By Employer Not For Cause. At any time, Employer may terminate
Employee for any reason, with or without cause, by providing Employee
one hundred twenty (120) days' advance written notice. Employer shall
have the option, in its complete discretion, to terminate Employee at
any time prior to the end of such notice period, provided Employer pays
Employee all compensation due and owing through the last day actually
worked, plus an amount equal to the base salary Employee would have
earned through the balance of the above notice period, thereafter, all
of Employer's obligations under this Agreement shall cease, in the
event Employer terminates Employee pursuant to this paragraph 4(a)
(i.e., without cause) then Employer shall continue to pay Employee's
salary pursuant to Paragraph 3(a)(1) above, or as modified through
subsequent agreements, for a thirty-six (36) month period following
said termination.
(b) By Employee Not for Cause. At any time, Employee may terminate
his employment for any reason, with or without cause, by providing
Employer thirty (30) days' advance written notice. Employer shall have
the option, in its complete discretion, to make Employee's termination
effective at any time prior to the end of such notice period, provided
Employer pays Employee all compensation due and owing through the last
day actually worked, plus an amount equal to the base salary Employee
would have earned through the balance of the above notice period, not
to exceed thirty (30) days; thereafter, all of Employer's obligations
under this Agreement shall cease.
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(c) By Employer For Cause. At any time, and without prior notice,
Employer may terminate Employee for Cause. Employer shall pay Employee
all compensation then due and owing, and thereafter, all of Employer's
obligations under this Agreement shall cease Termination shall be for
"Cause" if Employee: (i) acts in bad faith and to the detriment of
Employer; (ii) or refuses or fails to act in accordance with any
specific reasonable direction or order of Employer; (iii) exhibits in
regard to his employment unfitness or unavailability for service,
misconduct, dishonesty, or habitual neglect; (iv) is convicted of a
crime involving dishonesty or breach of trust; or (v) breaches any
material term of this Agreement.
In the absence of one of the conditions listed above, Employer may
terminate Employee based on sub-satisfactory performance if Employee
has been informed in writing of; (i) specific problems with
performance; (ii) specific and reasonable recommendations for
improvement; (iii) a date when the situation will be reviewed, (iv) the
fact that termination will occur on the review date if performance is
remains sub-satisfactory. The review date shall be a minimum of 30
days from Employee acknowledgement of written sub-satisfactory
performance notification. If by the review date Employee's performance
proves acceptable by the terms of the notification, termination of
Employee shall not be considered for cause. If Employer wishes to
pursue for cause termination, a new sub-satisfactory performance
notification must be submitted to Employee according to the terms
above.
5. Proprietary Information.
(a) "Proprietary Information" is all information pertaining in any
manner to the business of Employer (or any Employer affiliate), its
employees, clients, consultants, or business associates, which was
produced by any employee of Employer in the course of his or her
employment or otherwise produced or acquired by or on behalf of
Employer. Proprietary Information shall include, without limitation,
trade secrets, inventions, processes, formulas, data, software and
other computer programs, copyrightable material, marketing plans,
sales, financial reports, and customer lists.
(b) All Proprietary Information not generally known outside of
Employer's organization, and all Proprietary Information so known only
through improper means, shall be deemed "Confidential Information."
During his employment by Employer, Employee shall use Proprietary
Information, and shall disclose Confidential Information, only for the
benefit of Employer and as is necessary to perform his job
responsibilities under this Agreement. Following termination, Employee
shall not use any Proprietary Information and shall not disclose any
Confidential Information, except with the express written consent of
Employer.
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6. Non Competition
(a) Employee agrees that for a period of one (1) year following
termination he shall not compete with Employer in Employer's core
business, specifically described as Internet based business-to-business
vertical online markets, in any online market which is either
substantially functional as of the time of termination, or which is
about to become substantially functional as of the time of termination.
(b) Employee further agrees that for one (1) year following
termination, he shall not solicit any customer or employee of Employer
who is an active customer or employee two months prior, or less, to the
date of termination.
Employee's obligations under this Section shall survive the
termination of his employment and the expiration of this Agreement,
provided termination is either (1) By Employee Not for Cause as
described in Section 4(b) above or (2) By Employer For Cause as
described in Section 4(c) above,
(c) Confidentiality. All proceedings and all documents prepared in
connection with any Arbitrable Claim shall be confidential and, unless
otherwise required by law, the subject matter thereof shall not be
disclosed to any person other than the parties to the proceedings,
their counsel, witnesses and experts, the arbitrator, and, if involved,
the court and court staff.
(d) Continuing Obligations. The rights and obligations of Employee
and Employer set forth in this Section on Arbitration shall survive the
termination of Employee's employment and the expiration of this
Agreement.
7. Notices. Any notice or other communication under this Agreement must
be in writing and shall be effective upon delivery by hand, upon
facsimile transmission to Employer (but only upon receipt by Employee
of a written confirmation of receipt), or three (3) business days after
deposit in the United States mail, postage prepaid, certified or
registered, and addressed to Employer at the address or fax number
below, or to Employee at the last known address maintained in
Employee's personnel file. Employee shall be obligated to notify
Employer in writing of any change in his address. Notice of change of
address shall be effective only when done in accordance with this
Section.
Employer's Notice Address.
VERIDA INTERNET CORP.
Attention; President
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Fax Number: 415/
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8. Action by Employer. All actions required or permitted to be taken
under this Agreement by Employer, including, without limitation,
exercise of discretion, consents, waivers, and amendments to this
Agreement, shall be made and authorized only by the Board of Directors
or by their representative specifically authorized in writing to
fulfill these obligations under this Agreement.
9. Integration, This Agreement is intended to be the final, complete,
and exclusive statement of the terms of Employee's employment by
Employer, This Agreement supersedes all other prior and contemporaneous
agreements and statements, whether written or oral, express or implied,
pertaining in any manner to the employment of Employee, and it may not
be contradicted by evidence of any prior or contemporaneous Statements
or agreement agreements. To the extent that the practices, policies,
or procedures of Employer, now or in the future, apply to Employee and
are inconsistent with the terms of this Agreement, the provisions of
this Agreement shall control.
10. Amendments. This Agreement may not be amended except by a writing
signed by each of the parties, Failure to exercise any right under this
Agreement shall not constitute a waiver of such right.
11. Assignment. Employee shall not assign any rights or obligations
under this Agreement. Employer may, upon prior written notice to
Employee, assign its rights and obligations hereunder.
12. Severability. If a court or arbitrator holds any provision of this
Agreement to be invalid, unenforceable, or void, the remainder of this
Agreement shall remain in full force and effect.
13. Attorneys' Fees. in any legal action, arbitration, or other
proceeding brought to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys'
fees and costs.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of California.
15. Interpretation. This Agreement shall be construed as a whole,
according to its fair meaning, and not in favor of or against any
party. By way of example and not in limitation, this Agreement shall
not be construed in favor of the party receiving a benefit nor against
the party responsible for any particular language in this Agreement,
Captions are used for reference purposes only and should be ignored in
the interpretation of the Agreement.
16. Employee Acknowledgement. Employee acknowledges that he has had the
opportunity to consult legal counsel in regard to this Agreement, that
he his read and understands this Agreement, that he is fully aware of
its legal effect, and that he has entered into it freely and
voluntarily and based on his own judgment and not on any
representations or promises other than those contained in this
Agreement.
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WHEREFORE, the parties have duly executed this Agreement as of October
22, 1999.
EMPLOYER: EMPLOYEE:
VERIDA INTERNET CORP.,
A Nevada corporation By: /s/ XXXXXXX XXXXXXX
BY: /s/ illegible
Its: Director
BY: /s/ X. Xxxxxxxx
Its: Director
