Exhibit 10.14
EMPLOYMENT AGREEMENT
EMPLOYEE AGREEMENT, effective as of August 1, 1999 between CDKnet, LLC, a
New York limited liability company, having a place of business at 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Employer"), and Xxx Xxxx, residing at
0000 Xxx Xxxx Xxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 ("Employee").
W I T N E S S E T H:
WHEREAS, Employer desires to employ the Employee to serve as the Executive
Vice-President and Entertainment Division Chief of Employer in accordance
with the terms of this Agreement, and the Employee desires to be so employed
by Employer;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby
accepts employment with Employer upon the terms and conditions set forth
herein.
2. TERM.
2.1 The term of Employee's employment hereunder (the "Term") shall
be for two years commencing effective as of August 1, 1999 (the
"Commencement Date").
2.2 Notwithstanding the foregoing, this Agreement and Employee's
employment hereunder (and the Term) shall terminate on the earliest of:
(a) the death of Employee;
(b) The disability of Employee. Disability, for the purposes of
this Section 2.2.(b), shall mean any physical or mental illness or injury as
a result of which Employee remains absent from work or cannot substantially
perform his duties hereunder for one hundred forty (140) days (whether or not
continuous) or ninety (90) consecutive days during any period of three
hundred sixty (360) consecutive days. The disability shall be deemed to have
occurred on the one hundred fortieth (140th) or ninetieth (90th), as the case
may be, day of Employee's absence or lack of substantial performance as a
result thereof;
(c) Upon notice by Employer to Employee of the termination of
Employee's employment for cause. For such notice to be effective, "Cause" must
exist. "Cause" shall be limited to (i) Employee's conviction of a felony;
(ii) Employee's material breach of any of his material obligations under this
Agreement; (iii) Employee's gross negligence with respect to his material
duties or gross misfeasance or malfeasance of office; (iv) Employee's
termination of this Agreement without Good Reason (as defined below); (v)
Employee's commission of a material act of willful dishonesty related to
Employer's business or its relationships with any of its employees,
suppliers, contractors or customers; (vi) Employee's refusal or willful
failure to furnish information concerning Employer's affairs as reasonably
requested by or under the authority of the Management Committee, or
Employee's willful and material falsification of such information; (vii)
whatever material acts or material omissions that a court of competent
jurisdiction determines to constitute cause for the dismissal of Employee
under the circumstances; PROVIDED, HOWEVER, that in the event of subsections
(ii), (iii), (vi) or (vii) above, Employee shall be given notice of such
termination and fifteen (15) days to cure (if curable) such breach prior to
the effectiveness of such termination, provided that no such notice or time
to cure will be afforded Employee for any subsequent breach of the same
nature of a breach for which notice was given pursuant hereto;
(d) Upon notice by Employer to Employee of the termination of
Employee's employment without cause; or
(e) Upon notice by Employee to Employer of the termination of
Employee's employment for Good Reason. For such notice to be effective, "Good
Reason" must exist. "Good Reason" shall be limited to Employer's material
breach of any of its material obligations under this Agreement; PROVIDED,
HOWEVER, Employer shall be given notice of such termination and fifteen (15)
days to cure (if curable) such breach prior to the effectiveness of such
termination, provided that no such notice or time to cure will be afforded
Employer for any subsequent breach of the same nature of a breach for which
notice was given pursuant hereto.
2.3. Upon termination of this Agreement, Employer's obligations
hereunder shall cease; PROVIDED, HOWEVER, that in the event of termination
Employer shall pay to Employee or Employee's estate all accrued but unpaid
(as of the Termination Date): salary, vacation, bonus, unreimbursed expenses,
plan benefit rights, and leave and holiday benefits, if any; and in the event
of termination pursuant to Section 2.2(d) or (e) Employer shall also pay to
Employee an amount equal to Employee's monthly salary at the then current
rate multiplied by the number of months between the Termination
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Date and August 1, 2001, such amount to be paid over a three (3) month
period, plus all of the outstanding but not yet vested options shall vest
pursuant to Section 4.4(d)(iii) below and Employer shall provide for the
continuation of health benefits (or payment of monthly amount equal to the
premium therefor) through August 1, 2001. Employer shall be entitled to
enforce the terms of Sections 7 and 8 hereof notwithstanding the termination
of Employee's employment pursuant hereto. Payment by Employer to Employee
pursuant to this Section 2.3, and the vesting in options (and continuation of
Employee's rights with respect to the vested options) as and to the extent
set forth in Section 4 below subsequent to termination of Employee's
employment shall constitute satisfaction of all obligations of Employer to
Employee hereunder.
2.4. The date on which this Agreement terminates pursuant to any of the
provisions above is the Termination Date.
3. BASIC COMPENSATION.
3.1. COMPENSATION.
For all services to be rendered by Employee hereunder and in
consideration of all of the covenants set forth in this Agreement, and
subject to the performance of the material services required to be performed
by Employee hereunder, Employer shall pay to Employee throughout the Term
salary at the annual rate of One Hundred Fifty Thousand Dollars
($150,000.00), which shall be payable in accordance with the general payroll
practices of Employer, but in no event less frequently than semi-monthly. The
salary may be adjusted annually in the sole discretion of Employer's
Management Committee, but the salary shall be no less than $150,000 per year.
Employee shall also be entitled to a bonus, if any, in an amount determined
annually by Employer's Management Committee, in its sole discretion;
provided, however, that such determination shall be made in good faith
commensurate with bonuses granted to other senior management of Employer
taking into account the value of the services provided by Employee hereunder.
3.2. DEDUCTIONS.
To the extent required by law, Employer shall be entitled to deduct
applicable withholding and other payroll taxes and the like from all amounts
payable to Employee under this Agreement before remitting the same to
Employee.
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4. BENEFITS
4.1 Employee will be entitled to four (4) weeks paid vacation per
contract year, to be taken no more than two (2) week(s) at a time. Employee
also shall be entitled to participate, to the extent of his eligibility
therefor, in family health insurance coverage and all other benefit programs
generally provided by Employer to its employees and/or its senior management
(including the President). The foregoing shall not be construed to require
Employer to create or continue any such programs or prevent Employer from
modifying or terminating any such programs. Employer may from time to time
make certain awards under the terms of such benefits that are quantitatively
different between employees, or award different or additional benefits to
certain, but not all, employees in its sole discretion. To the extent
Employee is not eligible for inclusion in Employer's health plan, Employer
will provide a payment to Employee equal to the premium paid by Employer for
health coverage of one of its eligible employees.
4.2 Employer shall furnish Employee with such working facilities and
other services which Employee reasonably requires commensurate with
Employee's position, and to which Employer consents (which consent will not
be unreasonably withheld). Such facilities will include a first class office
and furnishings and an assistant.
4.3 Employer shall reimburse Employee, upon receipt of proper
vouchers or receipts therefor, for all proper business expenses incurred by
Employee in the performance of his duties hereunder; PROVIDED, HOWEVER, that
Employee shall not incur any such expenses in excess of Five Thousand Dollars
($5,000) per month without the prior written consent of Employer. It is
agreed that Employee may travel first class and stay at first class
accommodations in connection with travel in the performance of his duties
hereunder. If, during any month, prior approved travel expenses aggregate in
excess of $3,500, then, in addition to such approved expenses, Employee may
incur up to $1,500 in expenses without obtaining prior written consent.
4.4 On the Commencement Date, subject to vesting as set forth below,
Employer will grant Employee options to purchase up to 1,000,000 shares of
common stock of Employer's parent company (XXXxxx.Xxx, Inc.) ("Parent") on
the following terms:
(a) Except as otherwise expressly provided in this Agreement, the
options will vest as follows:
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(i) 150,000 shares upon the execution hereof and 150,000 shares
at each of the six month, twelve month, eighteen month and
twenty-four month anniversary of the Commencement Date; and
(ii) 62,500 shares at the times (during the Term) Employer's Gross
Revenues (including the Gross Revenues of Parent, Parent's
affiliates and the Affiliates) reach each of the following
levels: $5 million, $10 million, $20 million and $30 million.
(b) The options may be exercised in multiples of five thousand shares.
The exercise price for the options is $1.00 per share.
(c) All of the options will vest immediately if this Agreement is
terminated without cause or upon the sale of all or substantially all of the
assets of Employer (or Parent) or 50% or more of the equity interests in
Employer (or Parent) or if any third party obtains the right to control the
Management Committee of Employer (collectively, a "Transaction").
(d) The options will terminate upon the fifth anniversary of the
Commencement Date; provided, however, that (i) if Employee's employment is
terminated for Cause, the options terminate 120 days from the date of such
termination (and all options which were not vested prior to the date of such
termination will be immediately cancelled upon such termination), (ii) if
Employee's employment with Employer terminates due to death or disability, the
options terminate one (1) year from the date of death or disability (and all
options which were not vested prior to the date of such termination will be
immediately cancelled upon such termination) and (iii) if Employer terminates
Employee's employment without cause, Employee terminates Employee's
employment for Good Reason, or Employee's employment with Employer does not
continue (for any reason other than cause) subsequent to the expiration of
this Agreement, the options terminate two (2) years from the date of such
termination or expiration (but in the case of termination without cause or
for Good Reason, 100% of the options pursuant to Section 4.4(a)(i) which were
not vested prior to the date of such termination will immediately vest on the
date of such termination).
(e) In addition to his ability to exercise any of his vested options at
any time by payment of the exercise price therefor,
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Employee may exercise up to 50% of the vested options outstanding at any time
(up to an aggregate maximum of 500,000 shares) by converting such options into
common stock of XXXxxx.XXX, Inc., upon notice to the Employer making specific
reference to this Section 4. Any such conversion shall be effective upon the
giving of such notice by Employee. The number of shares into which such
options shall be converted shall equal the number of shares Employee notifies
Employer that he wants to be converted by cashless exercise multiplied by a
fraction, the numerator of which is the difference between the market price
of XXXxxx.XXX, Inc.'s common stock on the date of conversion minus the
exercise price of the options, and the denominator of which shall equal the
market price of XXXxxx.XXX, Inc.'s common stock on such date.
(f) XXXxxx.XXX, Inc. hereby agrees to register the XXXxxx.XXX, Inc.
shares underlying 50% of the vested warrants held by Employee pursuant to
this Section 4.4 by March 1, 2000; and grants piggy-back registration rights
(pro rata with the other senior management of Employer and/or XXXxxx.Xxx,
Inc., and in no event on a less favorable basis than with the President of
Employer) to Employee for the shares underlying the remaining vested
warrants, all on the terms and conditions of a formal Registration Rights
Agreement which will be subject to good faith negotiation and will be
consistent with the provisions hereof.
(g) The options will be represented by a formal option agreement to be
delivered by Employer, which agreement will be consistent with the provisions
hereof and will be subject to good faith negotiation and shall include
substantially the following: in the event that the outstanding shares of
common stock of Parent shall be increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other
securities of Parent or of another corporation through reorganization, merger
or consolidation, recapitalization, reclassification, stock split, split-up,
combination or exchange of shares, declaration of any dividends payable in
stock, or other corporate transaction, then the number of shares of common
stock of Parent (and price per share), subject to the unexercised portion of
Employee's options hereunder shall be appropriately adjusted.
5. DUTIES.
During the term of Employee's employment hereunder, Employee agrees
to serve as the Executive Vice-President/Entertainment Division Chief of
Employer and shall perform such duties and services to Employer consistent
with the position in which Employee is serving. Employee's primary duty is to
provide
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Employer with the means and contacts to engage in business dealings with
nationally-recognized artists and to obtain and/or license audio and video
material of such artists. Employee has the right to hire and fire employees
for, and to control, his division, all within his division budget as approved
by Employer. Employee shall report only to the President of Employer.
Employee agrees that in the performance of Employee's duties hereunder
Employee will act only in good faith and in the best interest of Employer.
Employee further agrees that Employer, upon the consent of Employee (which
consent will not be unreasonably withheld), may change Employee's title to
any other executive title not inconsistent with the role of an executive vice
president. Employee's duties will be principally carried out in the Los
Angeles, CA vicinity.
6. EXTENT OF SERVICES. During the period of his employment hereunder,
Employee shall serve Employer faithfully and to the best of his ability and
shall devote his reasonable efforts and business time, attention, energies
and skill to the business and affairs of Employer, its parent corporation and
subsidiaries. Employee shall be expected to work during the hours necessary
to perform his duties successfully, such hours (including the quantity and
timing thereof) to be determined in the reasonable discretion of Employee.
During the Term, Employee may conduct business other than Employer's
business, provided that such business (i) does not violate Section 8 hereof,
and (ii) does not materially interfere with the performance of Employee's
duties hereunder, and (iii) does not involve the use of any of Employer's
staff, services or facilities (other than use of Employee's office by
Employee), and (iv) does not incur any expense payable by Employer.
7. SECRECY AND NONDISCLOSURE.
7.1. Without the prior written consent of Employer to the contrary
in each instance, and in further consideration of the employment of Employee
hereunder, Employee agrees to treat as secret and confidential all of the
Trade Secrets (as hereinafter defined) of Employer, and Employee agrees
further not to disclose, use, publish, or in any other manner reveal,
directly or indirectly, at any time during or after the term of this
Agreement, any Trade Secret, except as may be necessary to perform Employee's
services hereunder or except as required by law in which case Employee shall
provide Employer with written notice of such requirement by law no less than
five days prior to any such disclosure.
7.2. "Trade Secrets", as used in this Agreement, shall mean any and
all information regarding the business of Employer and any Subsidiary or
Affiliate (as hereinafter defined) of Employer,
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including, but not limited to, information regarding operations, systems,
technology, services, know-how, supplier lists, customer lists, customer
accounts, financial information, costing data, and marketing plans, to the
extent not generally known in the computer software industry or not otherwise
disclosed by Employer to the public. Trade Secrets shall not include
information known by Employee prior to August 1, 1999 other than by
disclosure to him by Employer.
7.3 "Affiliates", as used in this Agreement, shall mean any person,
firm or entity that, directly or indirectly, is controlled by or is under
common control with Employer. In this definition, the term "control" shall
mean the ownership of 20% or more of the beneficial interest in the firm or
entity referred to. "Subsidiary" shall mean wholly as well as partly-owned
subsidiaries.
8. COVENANTS.
8.1. NON-COMPETITION.
(a) Employee agrees that during Employee's employment with
Employer, and for the twelve (12) months (nine (9) months if pursuant to
Section 2.2(d) or (e) above) immediately after the Termination Date, Employee
shall not, directly or indirectly, for his own account or as an employee,
officer, director, partner, joint venturer, shareholder, investor or
otherwise, within the United States of America, either engage in any
Technology (as defined in Section 8.4 below) activities, utilize commercially
Technology other than that of Employer, or compete with Employer in any
Technology activities in which Employer may be engaged or which it is
actively developing or had developed as of the Termination Date; PROVIDED,
HOWEVER, that nothing in this Section 8.1(a) shall be construed to prevent
the Employee from (i) making any investments in the securities of any
business enterprise whether or not engaged in competition with the Employer
or any of its Subsidiaries or Affiliates, to the extent that such securities
are actively traded on a national securities exchange or the NASDAQ system in
the United States or on any foreign exchange and represent, at the time of
acquisition, not more than three percent (3%) of the aggregate equity of such
business enterprise, or (ii) being involved in any capacity (A) during
Employee's employment with Employer, with an entity which is involved in
Technology activities (and/or utilizes commercially Technology other than
that of Employer) so long as such Technology activities comprise less than 10%
of such entity's expenses and revenues, or (B) during the applicable
restricted period immediately after the Termination Date, with an entity
which is involved in Technology activities (and/or utilizes commercially
Technology other than that of Employer), so long as such entity's primary
business is not Technology activities, and so long as, in each case, Employee
would
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not introduce Technology business to such entities and Employee would not be
directly involved in Technology activities with such entities.
(b) Employee agrees that during the period of his employment with
Employer, Employee shall not, directly or indirectly, employ or solicit the
employment or engagement by himself or others of any employees of Employer
or, if in connection with Technology activities, of any independent
contractors or suppliers servicing Employer (Employee shall not be so
restricted with respect to those suppliers or independent contractors with
whom Employee had contact prior to any introduction by or through Employer
and shall also not be so restricted with respect to those suppliers or
independent contractors to whom Employee had been introduced by Employee's
own contacts, so long as in each case such solicitation or engagement does
not interfere with such independent contractor's or supplier's performance of
services for or relationship with Employer.)
(c) Employee agrees that for a period of eighteen (18) months
immediately following the termination of his employment with Employer,
Employee shall not, directly or indirectly, employ or solicit the employment
or engagement by himself or others of any employees of Employer or of any
independent contractors or suppliers servicing Employer; PROVIDED, HOWEVER,
that this Section 8.1.(c) shall apply only with respect to such employment or
solicitation of employment or engagement in connection with Technology
activities (as defined in Section 8.4 below).
(d) The existence of any claim or cause of action by Employee against
Employer (except for claims of substantial and material breaches of this
Agreement) shall not constitute a defense to the enforcement by Employer of
the covenants contained in this section, but such claim or cause of action
shall be litigated separately.
8.2 SOLICITATION OF CUSTOMERS OF EMPLOYER.
(a) Employee agrees that during the period of his employment with
Employer, Employee shall not, directly or indirectly, for himself, or as an
agent, employee or consultant of another person, firm or corporation,
knowingly canvass or solicit business from any of Employer's customers with
whom Employee had initial contact through his employment by Employer
(Employee shall not be so restricted with respect to those customers with
whom Employee had contact prior to any introduction by or through Employer
and shall also not be so restricted with respect to those customers to whom
Employee had been introduced by Employee's own contacts, so long as in each
case such solicitation or canvassing does not interfere with such customer's
use of, or relationship with, Employer).
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(b) Employee agrees that for a period of eighteen (18) months
immediately following his employment with Employer, Employee shall not,
directly or indirectly, for himself, or as agent, employee or consultant of
another person, firm or corporation, knowingly canvass or solicit business
from any of Employer's customers; PROVIDED, HOWEVER, that this Section 8.2(b)
shall apply only with respect to such canvassing or solicitation of business
for Technology activities.
8.3 BUSINESS AND INVENTIONS.
(a) Employee shall promptly and fully disclose to the Employer, and with
all necessary detail for a complete understanding of the same, all
Technology-related developments, know-how, discoveries, inventions,
improvements, concepts, ideas, writings, formulae, processes and methods
(whether copyrightable, patentable or otherwise) made, received, conceived,
acquired or written by Employee (whether or not at the request or upon the
suggestion of the Employer) during the period of his employment with the
Employer or any of its subsidiaries, solely or jointly with others, directly
relating to any Technology activities of the Employer or any of its
subsidiaries (collectively the "Subject Matter").
(b) Employee hereby assigns and transfers, and agrees to assign and
transfer, to the Employer, all his rights, title and interest in and to the
Subject Matter, and further agrees to deliver to the Employer any and all
drawings, notes, software, code, specifications and data relating to the
Subject Matter. Employee shall assist the Employer in obtaining such
copyrights or patents during the term of this agreement, and to testify in
any prosecution or litigation involving any of the Subject Matter.
8.4 DEFINITIONS. For purposes of this Section 8, (i) "Technology" is
defined as the business of developing, producing, marketing and/or
commercializing proprietary programming technologies for the enhanced
integration of sound, video and text on a CD medium, and/or one-button push
to an Internet site on a CD medium, and/or web-based consumer-selected custom
compilation of video and/or audio content on a CD or DVD medium, and/or the
delivery on a CD or DVD of a communication icon vehicle ("Comm Module") which
will install on the user's computer desktop and allow for two-way active
communication between the content provider and the user, and (ii) Employer
shall mean Employer and any subsidiaries and affiliates of Employer.
8.5 REASONABLENESS OF RESTRICTION. Employee acknowledges that the
restrictions specified under Section 8 hereof are reasonable, in view of the
nature of the business in which Employer is engaged and Employee's special
and unique skills, reputation and knowledge of Employer's operations. Employee
further acknowledges
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that his service, if used by a competitor, could cause significant harm to
Employer.
8.5. MODIFICATION OF RESTRICTIONS. Notwithstanding anything
contained in Section 8 to the contrary, if the restrictions specified under
Section 8 hereof should be determined to be unreasonable in any judicial
proceeding, then the period of time and area of the restriction shall be
reduced so that this Agreement may be enforced in such area and during such
period of time as shall be determined to be reasonable.
9. CONSENT TO EQUITABLE RELIEF. Employee consents and agrees that if
Employee violates or threatens to violate any of the provisions contained in
Sections 7 or 8 of this Agreement, Employer shall, in addition to such other
remedies as it may have at law or in equity, be entitled to seek an
injunction to be issued by a court or arbitrator of competent jurisdiction
restraining and prohibiting Employee from committing or continuing any
violation of such provisions. If the scope of any restriction contained in
this Agreement is too broad to permit enforcement to its fullest extent, then
such restriction shall be enforced to the maximum extent permitted by law.
10. REPRESENTATIONS OF EMPLOYEE. Employee hereby represents and warrants
to Employer that he is not subject to any contract or restriction with any
person or entity that would be violated by his execution of this Agreement,
the performance of his obligations hereunder or the carrying out of his
duties hereunder.
11. NOTICE. For the purposes of this agreement, notices and all other
communications provided for in this agreement shall be in writing and shall
be deemed to have been duly given when delivered, two (2) business days after
delivery to a nationally recognized overnight courier service for next day
priority delivery or three (3) business days after having been deposited in
the mails by United States registered mail, return receipt requested, postage
prepaid, addressed as follows:
If to Employee: Xxx Xxxx
0000 Xxx Xxxx Xx.
Xxxxxxx Xxxxxxxxx, XX 00000
With a copy in
each case to: Xxxxxx Xxxxxxxxx, Esq.
Xxxxxxxxx, Xxxxx & Xxxxx, LLP
0000 Xxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, XX 00000
If to Employer: CDKnet, LCC
000 Xxxxxxx Xxxxxx
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Suite 710
Garden City, New York 11530
Att: Xxxx Xxx Xxxx
With a copy
in each case to: Horowitz, Mencher, Xxxxxxxxx
& Xxxxxxx, P.C.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxx 00000
Att: Xxxxxx X. Xxxxxxxx, Esq.
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
12. WAIVER OF BREACH. The waiver by either party of a breach of any
provision hereof shall not operate or be construed to operate as a waiver by
such party of any subsequent breach by the other party of any provision
hereof.
13. BENEFITS AND BURDENS. The rights and obligations of Employer
hereunder shall inure to the benefit of and shall be binding upon the
successors and assigns of Employer. The rights of Employee hereunder shall
inure to the benefit of his heirs and his personal representatives. Employer
cannot assign this Agreement without Employee's prior written consent (which
consent will not be unreasonably withheld or delayed) unless such assignment
is to an entity which acquires substantially all of Employer's assets.
14. ENTIRE AGREEMENT, MODIFICATION AND CONSTRUCTION.
14.1 This Agreement contains the entire Employment Agreement
between Employer and Employee, and supersedes and replaces any and all prior
agreements between the parties concerning the subject matter hereof.
14.2 The terms and conditions hereof may be changed only by an
agreement in writing signed by Employer and Employee.
14.3 This Employment Agreement shall be governed by, construed
and enforced under the laws of the State of New York without giving effect to
the conflicts or choice of law provisions thereof.
15. SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the application
of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and
each term and
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provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.
16. PARAGRAPH HEADINGS. The paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
17. COUNTERPARTS. This agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
18. INDEMNIFICATION. Employer hereby agrees to indemnify Employee in
connection with claims arising out of Employee's performance of his duties
hereunder; PROVIDED, HOWEVER, that such indemnification applies only to
claims arising out of actions taken by Employee in good faith and which he
reasonably believed to be in the best interests of Employer, and had no
reason to believe was illegal or unethical.
19. EMPLOYEE'S REVIEW OF THIS AGREEMENT. Employee acknowledges that
he has (i) carefully read this Agreement, (ii) had an opportunity to consult
with independent counsel with respect to this Agreement, and (iii) entered
into this Agreement of his own free will.
IN WITNESS WHEREOF, Employer and Employee have executed this Employment
Agreement as of August 1, 1999.
EMPLOYEE; EMPLOYER:
CDKNET, LLC
/s/ XXX XXXX By: /s/ XXXX XXX-XXXX
-------------------------------- ---------------------------------
XXX XXXX Name: XXXX XXX-XXXX
--------------------------------
Title: President
THE UNDERSIGNED HEREBY GUARANTEES THE PERFORMANCE OF THE OBLIGATIONS OF
EMPLOYER PURSUANT TO THIS AGREEMENT.
CDKNET. COM, INC.
By: /s/ XXXXXX X. XXXXXXXX
------------------------------
CEO
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