1
EXHIBIT 10.9
xxxxxxx.xxx, inc.
Employment Agreement
xxxxxxx.xxx, inc., referred to as EMPLOYER, and EMPLOYEE, referred to as
Xxxx Xxxxx, do this 27th day of May, 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 Vice President of Product Management
and Operations for xxxxxxx.xxx, 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 a salaried rate of $150,000 per annum. Said salaried
rate shall be paid semi-monthly or in consistent compliance with the
xxxxxxx.xxx, inc. salary compensation policy.
b. BONUS. As additional compensation, EMPLOYEE shall be eligible for a
bonus based upon performance, of 25% annually. The bonus shall be
based on performance criteria which will be established by the CEO.
c. EQUITY. EMPLOYEE acknowledges EMPLOYER is negotiating to merge with
WP Holding, Inc., a Delaware corporation. Upon completion of that
merger, as further compensation, EMPLOYER will grant EMPLOYEE options
to purchase stock in the new company in an amount of 650,000 shares.
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, 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 employee's of EMPLOYER
may participate, but subject to income limitations and restrictions,
and other 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. If EMPLOYEE is terminated for a reason other than cause,
EMPLOYEE shall receive six (6) months compensation as severance pay upon
such termination.
5. Confidentiality. EMPLOYER may from time to time during the course of
EMPLOYEES service reveal certain confidential/trade secret or proprietary
information to EMPLOYEE.
2
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 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 (12) months, after termination of this
agreement, from firms in direct competition with xxxxxxx.xxx, inc.
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 for a period of
(12) months following separation.
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 for (6) months following
separation.
3
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 the 4 day of June, 1999.
/s/ XXXX XXXXX
-------------------------------------------
Xxxx Xxxxx
/s/ XXXXX X. XXXXXX
-------------------------------------------
xxxxxxx.xxx, inc.,
by Xxxxx X. Xxxxxx, its Chief Executive Officer
