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EXHIBIT 99.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated for reference purposes only as of APRIL 5,
1999, is entered into by and between VERIDA INTERNET CORP., a Nevada
corporation ("Employer"), and XXXXX XXXXXXXXX ("Employee"). Employer
and Employee agree to the following terms and conditions of employment.
1. Period of Employment. Employer shall employ Employee
commencing April 1, 1999, and continuing until the employment is
terminated in accordance with Section 4.
2. Position and Responsibilities.
(a) Position. Employee accepts employment with Employer as Chief
Technology Officer ("CTO"), and shall perform all services appropriate
to that position to the best of his ability, as well as such other
services as may be assigned by Employer. He shall report to the
President of Employer. Employee shall perform his responsibilities on
a part-time basis, working twenty (20) hours per week (half-time).
(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 across the
depth and breadth of the services and products that Employer provides,
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. Notwithstanding
the foregoing, Employer and Employee acknowledge and understand that
Employee is a principal of NetOpus Incorporated, a California
corporation ("NetOpus"), which is in the business of website
development, specializing in database integration and e-commerce.
Accordingly, that nothing in this paragraph shall be construed as
restricting Employee's and NetOpus's right to continue to provide
website and e-commerce development services so long as this work is not
knowingly performed for an individual or entity seeking to provide the
same general set of services that Employer provides.
3. Compensation and Benefits.
(a) Compensation.
(1) Employer shall pay Employee a salary at the rate of Four
Thousand Dollars ($4,000) per month in accordance with
Employer's regularly established policies.
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(2) Employee shall be granted an option to purchase 150,000
shares of Employee's common stock at a price to be
determined. The stock option shall be granted concurrently
with the initial granting of stock options to other key
officers, directors, and/or employees of Employer, and shall
be at the same price as those stock options. Employee's stock
option shall vest in four (4) equal amounts of 37,500 shares
per 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 months (24); 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, Employee's
stock option shall vest on a pro rata basis through the
effective date of termination, based upon 30-day months,
provided further that if Employee is terminated without cause
within the first twelve (12) months of the term of this
Agreement, seventy-five thousand (75,000) of shares covered
by Employees stock option shall be subject to vesting
(provided that Employee duly exercises his option and pays
the applicable option price.) Furthermore, Employee
understands and agrees that Employee's sale of any vested
shares shall be restricted as follows, which restriction
shall survive any termination of this Agreement: In any given
month (or in an 30-day period), unless otherwise agreed in
writing by Employer, Employee may sell no more than 10% of
the total vested shares held by Employee.
(b) Benefits. Employee shall be entitled to receive benefits from
all present and future benefit plans set forth in Employer's policies
and generally made available to similarly situated employees (as these
policies may be amended), subject to adjustment to reflect Employee's
half-time employment hereunder. Employer may, in its sole discretion,
adjust Employee's benefits provided under this Agreement.
(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 without Cause (as defined in Paragraph 4(b) below)
by providing Employee thirty (30) 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 30-day 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
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notice period; thereafter, all of Employer's obligations under this
Agreement shall cease, except as otherwise expressly set forth in
Paragraph 3(a)(1) above. Furthermore, in the event Employer terminates
Employee pursuant to this paragraph 4(a) (i.e., without cause) within
the first six (6) months of the term of this Agreement, then Employer
shall continue to pay Employee's salary pursuant to Paragraph 2(a) above
for the remainder of such six (6)-month period.
(b) 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) 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, unsatisfactory
performance, misconduct, dishonesty, habitual neglect, or incompetence;
(iv) is convicted of a crime involving dishonesty, breach of trust, or
physical or emotional harm to any person; or (v) breaches any material
term of this Agreement.
(c) By Employee. 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.
(d) Termination Obligations. Employee agrees that all property,
including, without limitation, all equipment, tangible Proprietary
Information (as defined below), documents, records, notes, contracts,
and computer-generated materials furnished to or prepared by Employee
incident to his employment belongs to Employer and shall be returned
promptly to Employer upon termination of Employee's employment.
Employee's obligations under this subsection shall survive the
termination of his employment and the expiration of this Agreement.
5. Proprietary Information. "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, product ideas, inventions,
processes, formulas, data, know-how, software and other computer
programs, copyrightable material, marketing plans, strategies, sales,
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financial reports, forecasts, and customer lists. 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. By
way of illustration and not in limitation of the foregoing, following
termination, Employee shall not use any Confidential Information to
compete against Employer or employ any of its employees. Employee
further agrees that for one (1) year following termination, he shall
not knowingly solicit any customer or employee of Employer. Employee's
obligations under this Section shall survive the termination of his
employment and the expiration of this Agreement. It is understood and
agreed by the parties that efficient website development requires the
reuse of small sections or snippets of code across multiple projects.
Such snippets of do not constitute full applications in and of
themselves, but they are components that can be accessed to create
applications in an efficient manner. Employee currently has access to
a wide range of such code snippets developed during prior projects that
will be used to expedite any programming that he performs for Employer.
At the same time, Employer acknowledges that Employee has the right to
use any such code snippets developed while working for Employer on
other development projects.
6. Arbitration.
(a) Arbitrable Claims. To the fullest extent permitted by law,
all disputes between Employee (and his attorneys, successors, and
assigns) and Employer (and its affiliates, shareholders, directors,
officers, employees, agents, successors, attorneys, and assigns) of any
kind whatsoever, including, without limitation, all disputes relating
in any manner to the employment or termination of Employee, and all
disputes arising under this Agreement, ("Arbitrable Claims") shall be
resolved by arbitration. All persons and entities specified in the
preceding sentence (other than Employer and Employee) shall be
considered third-party beneficiaries of the rights and obligations
created by this Section on Arbitration. Arbitrable Claims shall
include, but are not limited to, contract (express or implied) and tort
claims of all kinds, as well as all claims based on any federal, state,
or local law, statute, or regulation, excepting only claims under
applicable workers' compensation law and unemployment insurance claims.
By way of example and not in limitation of the foregoing, Arbitrable
Claims shall include (to the fullest extent permitted by law) any
claims arising under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Americans with Disabilities Act,
and the California Fair Employment and Housing Act, as well as any
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claims asserting wrongful termination, harassment, breach of contract,
breach of the covenant of good faith and fair dealing, negligent or
intentional infliction of emotional distress, negligent or intentional
misrepresentation, negligent or intentional interference with contract
or prospective economic advantage, defamation, invasion of privacy, and
claims related to disability.
(b) Procedure. Arbitration of Arbitrable Claims shall be in
accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association, as amended, and as
augmented in this Agreement. Arbitration shall be final and binding
upon the parties and shall be the exclusive remedy for all Arbitrable
Claims. Either party may bring an action in court to compel arbitration
under this Agreement and to enforce an arbitration award. Otherwise,
neither party shall initiate or prosecute any lawsuit or administrative
action in any way related to any Arbitrable Claim. Notwithstanding the
foregoing, either party may, at its option, seek injunctive relief
pursuant to section 1281.8 of the California Code of Civil Procedure.
All arbitration hearings under this Agreement shall be conducted in San
Francisco, California. If the allocation of responsibility for payment
of the arbitrator's fees would render the obligation to arbitrate
unenforceable, the parties authorize the arbitrator to modify the
allocation as necessary to preserve enforceability. THE PARTIES HEREBY
WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE
CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO
THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO
ARBITRATE.
(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.
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Employer's Notice Address:
VERIDA INTERNET CORP.
Attention: President
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
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 President or by his
or her 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 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
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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 Acknowledgment. Employee acknowledges that he has
had the opportunity to consult legal counsel in regard to this
Agreement, that he has 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.
WHEREFORE, the parties have duly executed this Agreement as of the
date first written above.
EMPLOYER: EMPLOYEE:
VERIDA INTERNET CORP.,
A Nevada corporation /s/ Xxxxx Xxxxxxxxx
XXXXX XXXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
