DESCRIPTION: EMPLOYMENT AGREEMENT - LING
EMPLOYMENT AGREEMENT
This Employment Agreement is made on this 1st day of May 1999, between
1st Internet Group, Inc. ("Employer"), whose principal place of business
at 0000 Xxxx Xxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000, and P. Xxxxx Xxxx
("Employee").
WHEREAS, Employer is actively engaged in the business of a securities
brokerage firm; a insurance firm; and an accounting firm; and,
WHEREAS, Employer wishes to employ Employee and Employee wishes to be
employed pursuant to the terms of this Employment Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained in this Employment Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, agree as
follows:
Article 1
Employment of Employee
Employer agrees to employ Employee, and Employee accepts employment with
Employer, on and subject to the terms and conditions set forth in this
Employment Agreement.
Article 2
Duties of Employee
Section 2.1. POSITION AND DUTIES. Employer agrees to employ Employee
to act as Chief Financial Officer for Employer. Employee shall be
responsible for performing the following duties: executive management,
overseeing business development, and compliance and financial reporting.
Employer reserves the right from time to time to change the nature of
Employee's duties and job title; provided, however, Employee's duties
and job title shall always be of an executive nature.
Section 2.2. TIME DEVOTED TO WORK. Employee is employed on a part-time
basis and may be engaged in any other business activities.
Article 3
Place of Employment
Section 3.1. PLACE OF EMPLOYMENT. Employee shall be based at
Employer's principal office at 0000 Xxxx Xxxxx Xxxx, Xxxx Xxxxx, XX
00000 and shall not be required to travel away from that office on
business more than thirty (30) days during a calendar year. Employer
agrees that during the term of this Employment Agreement it shall not
assign Employee to work at any location which is more than 100 miles
from said principal office without Employee's consent.
Section 3.2. MOVING EXPENSES. If Employer relocates its principal
office more than 100 miles from its current principal office, or
requests that Employee relocate to one of its offices which is more than
100 miles from its current principal office, and Employee consents to
relocate to that new location, Employer shall promptly pay or reimburse
Employee for all reasonable moving expenses incurred by Employee in
connection with the relocation plus an amount to reimburse Employee for
any federal and state income taxes that it has to pay on amounts
reimbursed. Employer also shall indemnify Employee against any loss
incurred in connection with the sale of Employee's principal residence.
The amount of any loss shall be determined by taking the difference
between the average of two appraisal prices set by two independent
appraisers agreed to by Employer and Employee and the actual sales price
of Employee's principal
residence.
Article 4
Compensation of Employee
Section 4.1. BASE SALARY. For all services rendered by Employee under
this Employment Agreement, Employer agrees to pay Employee an annual
base salary of $60,000, which shall be payable to Employee in such
installments, but not less frequently than bi-monthly, as are consistent
with Employee's practice for its other Employees. Employee's base
salary shall be reviewed at least once a year by Employer and shall be
increased at a minimum by the percentage increase in the Consumer Price
Index for the previous year.
Section 4.2. REIMBURSEMENT FOR BUSINESS EXPENSES. Employer shall
promptly pay or reimburse Employee for all reasonable business expenses
incurred by Employee in performing Employee's duties and obligations
under this Employment Agreement, but only if Employee properly accounts
for expenses in Accordance with Employer's policies.
Article 5
Vacations and Other Paid Absences
Section 5.1. VACATION DAYS. Employee shall be entitled to two (2)
weeks paid vacation days each calendar year during the term of this
Employment Agreement.
Section 5.2. HOLIDAYS. Employee shall be entitled to the same paid
holidays as authorized by Employer for its other Employees.
Section 5.3. SICK DAYS AND PERSONAL ABSENCE DAYS. Employee shall be
entitled to the same number of paid sick days and personal absence days
authorized by Employer for its other Employees.
Article 6
Termination of Employment
Section 6.1. TERM OF EMPLOYMENT. Employee's employment shall commence
on the date of execution by Employer and shall continue for one (1) year
("end-of-employment date"), unless extended or terminated sooner, as
provided by this article of the Employment Agreement.
Section 6.2. EXTENSION OF EMPLOYMENT. On the end-of-employment date
and every year thereafter, Employee's employment with Employer
automatically shall be extended for an additional one (1) year unless,
at least ninety (90) days prior to the end-of-employment date, or
successive three (1) year anniversary thereof, Employer or Employee
delivers to the other a written notice that Employee's employment with
Employer is not to be extended.
Section 6.3. TERMINATION AT EMPLOYEE'S DEATH. Employee's employment
with Employer shall terminate at Employee's death.
Section 6.4. TERMINATION BY EMPLOYEE. Employee may, but is not
obligated to, terminate this employment Agreement at any time under the
following circumstances:
(a) Employee's health becomes so impaired that continued performance of
Employee's duties under this Employment Agreement would be hazardous to
Employee's physical or mental health.
(b) There is a change in control of Employer. There is a change in
control of Employer if someone other than a current owner of Employer
becomes the beneficial owner of 20 percent or more of the voting power
of Employer.
(c) Employee is assigned duties that are significantly different than
those described in this Employment Agreement, or duties assigned
Employee by this Employment Agreement are eliminated or transferred to
someone else.
(d) Employee is removed from any of the positions described in Section
2.1 of this Employment Agreement (other than by Employer for cause).
(e) Employee's fringe benefits or other compensation are materially
reduced.
(f) Employer requires Employee to travel more frequently than
contemplated by this Employment Agreement.
(g) Employer fails to have a successor assume this Employment Agreement.
(h) Employer becomes insolvent or files a bankruptcy petition.
Section 6.5. TERMINATION BY EMPLOYER.
(a) TERMINATION FOR CAUSE. Employer may terminate Employee's
employment for cause.
(b) "CAUSE" DEFINED. Employer shall have cause to terminate Employee's
employment if Employee fails to substantially perform any duties
required by this Employment Agreement (unless Employee's failure is due
to a physical or mental incapacity), Employee is grossly negligent in
the performance of required duties, Employee engages in conduct that
damages Employer, Employee is convicted of a felonious act of moral
turpitude, or Employee discloses material confidential information in
violation of Article 7 of this Employment Agreement. Employer shall have
cause to terminate Employee's employment should Employee's performance,
attitude, or work habits become unreasonable.
Section 6.6. NOTICE OF TERMINATION. Any termination of Employee's
employment by Employer or Employee must be communicated to the other
party by a written notice of termination. The notice must specify the
provision of this employment Agreement authorizing the termination and
must set forth in reasonable details the facts and circumstances
providing the basis for termination of Employee's employment.
Section 6.7. DATE TERMINATION IS EFFECTIVE. If Employee's employment
terminates because this Employment Agreement expires, then Employee's
employment will be considered to have terminated on that expiration
date. If Employee's employment terminates because of Employee's death,
then Employee's employment will be considered to have terminated on the
date of Employee's death. If Employee's employment is terminated by
Employee, then Employee's employment will be considered to have
terminated on the date that notice of termination is given. If
Employee's employment is terminated by Employer for cause, then
Employee's employment will be considered to have terminated on the date
specified by the notice of termination. If, within thirty (30) days
after a notice of termination is given, the party receiving the notice
notifies the other party that there is a dispute concerning the
termination, then Employee's employment will not be considered to have
terminated, and Employer shall continue to compensate Employee pursuant
to this Employment Agreement, until the dispute is ended by a written
agreement between the parties or a final judgment, order, or decree of a
court of competent jurisdiction. A judgment, order, or decree of a
court of competent jurisdiction will be considered final only if the
time for appealing the decision has expired and no notice of appeal has
been filed.
Article 7
Confidential Information
Section 7.1. CONFIDENTIAL INFORMATION DEFINED. "Confidential
Information" as used in this Employment Agreement shall mean any and all
technical and non-technical information belonging to, or in the
possession of, Employer or its officers, directors, Employees,
affiliates, subsidiaries, clients, vendors, or Employees, including
without limitation, patent, trade secret, and proprietary information;
techniques, sketches, drawings, models, inventions, know-how, processes,
apparatus, equipment, algorithms, source codes, object codes, software
programs, software source documents, and formulae related to Employer's
business or any other current, future and/or proposed business, product
or service contemplated by Employer; and includes, without limitation,
all information concerning research, experimental work, development,
design details and specifications, engineering, financial information,
procurement requirements, purchasing, manufacturing, customer lists,
vendor lists, business forecasts, sales and merchandising, and marketing
plans or similar information.
Section 7.2 DISCLOSURES. Employee agrees that it shall, at no time
during or after termination of this Employment Agreement, directly or
indirectly make use of, disseminate, or in any way disclose Confidential
Information to any person, firm or business, except to the extent
necessary for performance of this employment Agreement. Employee agrees
that it shall disclose Confidential Information only to Employer's other
Employees who need to know such information and who have previously
agreed to be bound by the terms and conditions of a substantially
similar confidentiality provision and shall be liable for damages for
the intentional or negligent disclosure of Confidential Information.
Employee's obligations with respect to any portion of Confidential
Information shall terminate only when Employee has documented to
Employer that (a) such information was lawfully in the public domain at
the time it was communicated to Employee by Employer; or (b) the
communication was in response to a valid order by a court of competent
jurisdiction or was necessary to establish the rights of Employer under
this Employment Agreement.
Article 8
Noncompetition Agreement
Section 8.1. AGREEMENT NOT TO COMPETE. For one (1) year after
Employee's employment with Employer terminates, Employee agrees not to
directly or indirectly own, manage, control, or operate; serve as an
officer, director, partner, or Employee of; have any direct or indirect
financial interest in; or assist in any way; any person or entity that
competes with any business conducted by Employer or any of Employer's
affiliates or subsidiaries in any geographic region in which Employer
conducts business.
Section 8.2. COMPETITIVE BUSINESSES. For purposes of this Article 11,
a competitive business shall be any person or entity which operates as a
securities broker dealer whose primarily business is to provide its
clients with the ability buy, sell, or trade securities via the internet
or world wide web, or via some similar system, network, method, or
service.
Section 8.3. OWNERSHIP OF PUBLIC CORPORATION NO VIOLATION. Employee
will not be considered to have violated this provision merely because
Employee owns no more than twenty percent (20%) of the stock of any
publicly held corporation.
Article 9
Notices
Any notice given under this Employment Agreement to either party shall
be made in writing. Notices shall be deemed given when delivered by
hand or when mailed by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the party at the address
set forth below.
Employee's address: 0000 Xxxxxxx Xxx
Xxxx Xxxxx, XX 00000
Employer's address: 0000 Xxxx Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
Each party may designate a different address for receiving notices by
giving written notice of the different address to the other party. The
written notice of the different address will be deemed given when it is
received by the other party.
Article 10
Binding Agreement
Section 10.1. EMPLOYER'S SUCCESSORS.
(a) The rights and obligations of Employer under this Employment
Agreement shall inure to the benefit of and shall be binding in all
respects upon the successors and assigns of Employer.
(b) Employer shall require any direct or indirect successor (by
purchase, merger, consolidation, or (otherwise) of all or substantially
all of Employer's stock, business and/or assets to expressly agree to
assume Employer's obligations under this Employment Agreement and
perform them in the same manner and to the same extent as Employer would
have been required to do if no succession had occurred. The agreement
must be in a form and substance satisfactory to Employee.
(c) If Employer fails to obtain such an agreement before the effective
date of the succession, Employer's failure will be considered a breach
of this Employment Agreement, and Employee shall be entitled to the
greater of (i) one year's base salary in effect on the effective date of
such succession. However, Employer's failure to obtain such agreement
shall not affect-said successor's obligations pursuant to paragraph
10.1(a) above.
Section 10.2. EMPLOYEE'S SUCCESSORS. This Employment Agreement shall
inure to the benefit and be enforceable by and upon Employee's personal
representatives, legatees, and heirs. If Employee dies while amounts
are still owed, such amounts shall be paid to Employee's legatees or, if
no such person or persons have been designated, to Employee's estate.
Article 11
Waivers
The waiver by either party of a breach of any provision of this
Employment Agreement shall not operate or be construed as a waiver of
any subsequent breach.
Article 12
Entire Agreement
Section 12.1. NO OTHER AGREEMENTS. This instrument contains the entire
agreement of the parties. The parties have not made any agreements or
representations, oral or otherwise, express or implied, pertaining to
the subject matter of this Employment Agreement other than those
specifically included in this employment Agreement.
Section 12.2. PRIOR AGREEMENTS. This Employment Agreement supersedes
any prior agreements pertaining to or connected with or arising in any
manner out of the employment of Employee by Employer. All such prior
agreements are terminated and are of no force or effect whatsoever.
Article 13
Amendment of Agreement
No change or modification of this Employment Agreement shall be valid
unless it is in writing and signed by the party against whom the change
or modification is sought to be enforced. No change or modification by
Employer shall be effective unless it is approved by Employer's Board of
Directors and signed by an officer specifically authorized to sign such
documents.
Article 14
Severability of Provisions
If any provision of this Employment Agreement is invalidated or held
unenforceable, the invalidity or unenforceability of that provision or
provisions shall be deemed modified or severed only to the minimum
extent necessary to make said provision(s) valid and enforceable while
maintaining the intent of said provision(s). No such modification shall
affect the validity or enforceability of any other provision of this
Employment Agreement.
Article 15
Assignment of Agreement
Employer shall not assign this Employment Agreement without Employee's
prior written consent, but failure to obtain such consent shall not
affect-said assignee's obligations pursuant to paragraph 10.1(a) above,
which consent shall not be unreasonably withheld.
Article 16
Governing Law, Venue & Attorneys Fees
All questions regarding the validity and interpretation of this
Employment Agreement shall be governed by and construed and enforced in
all respects in accordance with the laws of the State of Florida. Venue
for any action arising in any manner out of the Employee's employment,
this Employment Agreement, or any of the terms contained herein shall be
the Federal and or State courts located in Palm Beach County, Florida,
regardless of where this Employment Agreement is to be performed. In
the event either party engages legal counsel to enforce any provision
contained in this Employment Agreement, the prevailing party shall be
entitled to all reasonable attorneys fees, investigative expenses,
costs, and court costs, whether or not a suit is actually filed, but
including all levels of appeal.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
in duplicate on the date and year first above written.
EMPLOYEE:
/s/ P. XXXXX XXXX
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P. Xxxxx Xxxx
EMPLOYER:
1st Internet Group, Inc.
By:
/s/ XXXXXXX XXXXXX
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Name:
Xxxxxxx Xxxxxx
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Title:
CEO
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