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EXHIBIT 10.7
Superhighway Consulting, Inc.
Employment Agreement
Superhighway Consulting, Inc. referred to as EMPLOYER, and Xxxxx X.
Xxxxxx, referred to as EMPLOYEE, do this 12th day of March, 1999, effective as
of January 1, 1999, for and in consideration of the mutual covenants contained
herein, the adequacy and sufficiency of which is hereby acknowledged, agree as
follows:
1. Title. EMPLOYEE is engaged to act as Chief Executive Officer for
Superhighway Consulting, Inc. beginning the date first written above.
2. Employee Manual. As to those items not specified herein, the relationship
between the parties shall be governed by the general employment manual,
dated December 1, 1998, and any additions and replacements thereto.
3. Compensation. EMPLOYEE's compensation will be comprised of three (3) parts:
a. SALARY. As compensation for EMPLOYEE's services herein, EMPLOYEE
shall receive an salaried rate of $150,000 per annum. Said salaried
rate shall be paid semi-monthly or in consistent compliance with the
Superhighway Consulting, Inc. salary compensation policy.
b. BONUS. As additional compensation, EMPLOYEE shall be eligible for a
bonus based upon performance, of approximately Fifty Thousand and
00/100 Dollars ($50,000.00) annually. The bonus shall be payable in
four (4) installments, quarterly, and the payment of such bonus shall
be at the discretion of the board of directors of EMPLOYER.
c. EQUITY. EMPLOYEE acknowledges EMPLOYER is negotiating to merge with WP
Holding, Inc., a Delaware corporation. Upon completion of that merger
and upon EMPLOYEE being named permanent Chief Executive Officer of
said new company, as further compensation, EMPLOYER will grant
EMPLOYEE options to purchase stock in the new company in an
approximate amount of 5.54% of the total equity of the new company, as
it is then capitalized (and after the close of the contemplated Six
Million Dollar equity funding at a Twenty Million Dollar "pre-money"
valuation and reservation of additional shares for the employee
plan-note if additional capital is raised, the above-referenced
percentage will be adjusted pro-rata with other equity interests in
the company). The options shall be issued pursuant to the employee
option plan of the new company and pursuant to a formal grant letter
or option agreement under such plan. Said options shall be qualified
options to the extent possible, and otherwise shall be granted in the
manner reasonably calculated by EMPLOYER to benefit EMPLOYEE's income
tax situation, and without causing detriment to the option plan or
EMPLOYER, as a whole. Said options shall be subject to a vesting
schedule, whereby options representing two percent (2%) of the new
company stock shall vest on December
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31, 1999 and the remainder shall vest, pro-rata, on the semi-annual
vesting dates for thirty (30) additional months (i.e. one-fifth of
options vest every six (6) months until full vested June 30, 2002).
Notwithstanding the foregoing in the event of a sale of EMPLOYER or
substantially all of its assets, EMPLOYEE's options shall vest
immediately and in the event of an Initial Public Offering of
EMPLOYER's stock, EMPLOYEE's options shall vest seven (7) months after
the day EMPLOYER's stock begins trading on a nationally recognized
public exchange. All such vesting provisions shall be effective so
long as the other conditions pursuant to such stock option plan are
met by EMPLOYEE.
d. BENEFITS. As additional compensation, EMPLOYEE shall be permitted to
participate in the various group benefit plans as EMPLOYER may from
time to time adopt to the same extent other employees of EMPLOYER may
participate, but subject to income limitations and restrictions, and
any other limitations or restrictions based upon EMPLOYEE's particular
circumstances, imposed by state, federal or local statute or
regulation for participation in such plans.
4. Severance. Upon making EMPLOYEE permanent chief executive officer of the
new company, if EMPLOYEE is terminated for a reason other than cause,
EMPLOYEE shall receive One Hundred Thousand and 00/100 Dollars
($100,000.00) as severance pay upon such termination. [For the purposes
hereof, termination for refusing to transfer to a location more than fifty
(50) miles from EMPLOYER's current offices shall not be termination for
cause.]
5. Confidentiality. EMPLOYER may from time to time during the course of
EMPLOYEES service reveal certain confidential trade secret or proprietary
information to EMPLOYEE. EMPLOYEE shall not, in any case, reveal any
confidential/trade secret or proprietary information to any other parties.
6. Full Time Employment. EMPLOYEE agrees that the duties herein shall be full
time. EMPLOYEE shall not engage in other business ventures or employment
deemed direct competitors by the EMPLOYER without the prior approval of
EMPLOYER.
7. Intellectual Property of Employer. EMPLOYEE agrees to promptly disclose to
EMPLOYER any inventions or processes discovered by the EMPLOYEE which are
made at the behest or in connection with the duties of EMPLOYEE, or which
are reasonably related to the business of EMPLOYER during the term of
employment, and hereby assigns any and all rights in said inventions or
processes to EMPLOYER.
8. Execution of Documents. EMPLOYEE shall execute any documents reasonably
requested by EMPLOYER for patents or other legal steps which EMPLOYER may
desire to take to perfect its rights in any inventions.
9. At-Will Employee. This agreement clarifies certain rights and duties of
EMPLOYER and EMPLOYEE. This agreement may be terminated at any time by
EMPLOYER, in
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EMPLOYER's sole discretion. EMPLOYEE recognizes he is employed as an
"at-will" employee and that this agreement may be terminated at any time
and at EMPLOYER's sole discretion.
10. Non-Competition Provision. EMPLOYEE agrees to refrain from accepting
employment, for a period of two months, after termination of this
agreement, from firms in direct competition with WebPromote (with
exception of banner advertising).
11. Return of Employer Property. Upon termination of this agreement,
EMPLOYEE shall return all materials belonging to EMPLOYER.
12. Arbitration. Any disputes under this agreement, including those
relating to non-competition shall be submitted to arbitration with a
single arbitrator under the rules of the American Arbitration
Association. Any ruling made by the arbitrators shall be final and may
be entered as a judgment in any court of competent jurisdiction.
13. Non-Solicitation OF CUSTOMERS. EMPLOYEE shall not solicit any customer
of the EMPLOYER, including any past customers of the EMPLOYER who have
done business with the EMPLOYER during the past three years, to purchase
any product or service which could be supplied by the EMPLOYER.
14. Non-Solicitation of Employees. EMPLOYEE shall not solicit any employees
of the EMPLOYER to perform any act in contravention of this Agreement or
to terminate their employment with the EMPLOYER.
15. Non-Interference. EMPLOYEE shall not take any action to harm the
EMPLOYER or its products and shall not take any action, at any time,
which is designed to hamper the productivity of the EMPLOYER.
16. Injunctive Relief for Employer. In the event of a breach or threatened
breach of this Agreement by EMPLOYEE, the EMPLOYER shall be entitled, in
addition to any other relief provided at law or equity, an injunction
restraining EMPLOYEE from disclosing confidential information, or
soliciting customers or employees.
Agreed to and accepted on this 12th day of March 1999.
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
/s/ XXXXXXX X. XXXX
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Superhighway Consulting, Inc., by Xxxxxxx X. Xxxx
