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EXHIBIT 10.15
xxxxxxx.xxx, inc.
Employment Agreement
xxxxxxx.xxx, inc., referred to as EMPLOYER, and X. Xxxx Love, referred to
herein as EMPLOYEE, do, on July 29, 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, Network
Development for xxxxxxx.xxx, inc. beginning on a commencement date on
or about 8/10/99.
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 $175,000 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 up to $100,000 annually. The
bonus shall be based on performance criteria which will be
established in conjunction with the Chief Executive Officer.
$25,000 of the annual bonus shall be guaranteed for the first
four years of employment and shall be paid monthly.
c. EQUITY. As further compensation, EMPLOYER will grant EMPLOYEE
options to purchase stock in xxxxxxx.xxx, inc. in an amount of
450,000 shares (Number of shares shall be subject to a reverse
split which will affect all outstanding shares and options prior
to xxxxxxx.xxx IPO). The options shall be issued pursuant to the
employee option plan of xxxxxxx.xxx, inc. 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. As discussed with EMPLOYEE, certain provisions
of EMPLOYEE's option plan shall include:
- In the event of change of control, EMPLOYEE's vesting
schedule shall not be extended without express approval of
EMPLOYEE.
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- In the event of change of control, EMPLOYEE shall be
protected by the plan's relocation provision which shall
accelerate vesting in the event xxxxxxx.xxx is relocated
more than 50 miles from its then current location,
regardless of EMPLOYEE's office location.
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 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. 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.
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10. Non-Competition Provision. EMPLOYEE agrees to refrain from accepting
employment, for a period of six months, after termination of this
agreement, from firms in direct competition with xxxxxxx.xxx.
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 for (12)
months following separation.
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 3rd day of August, 1999.
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NAME
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xxxxxxx.xxx, inc.,
by Xxxxx X. Xxxxxx, its Chief Executive Officer
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