EXHIBIT 10.25
CHAIRMAN AGREEMENT
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This Agreement (this "Agreement") is entered into by and between
▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Corporation a Texas corporation (the "Company") and ▇▇▇▇ ▇.
▇▇▇▇▇▇ ("Chairman") as of this day of 10th October 2001.
The Company and ▇▇▇▇ ▇▇▇▇▇▇ are sometimes referred to herein individually as a
"Party" and together as the "Parties."
WHEREAS, the Company desires to hire ▇▇▇▇ ▇▇▇▇▇▇ to serve as the Chairman for
the Company and its affiliates under the terms and conditions set forth herein;
and
WHEREAS, ▇▇▇▇ ▇▇▇▇▇▇ desires to be engaged as Chairman for the Company under the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. TERM. The Company hereby engages ▇▇▇▇ ▇▇▇▇▇▇ as Chairman to the Company
and each of its affiliated entities and businesses and ▇▇▇▇ ▇▇▇▇▇▇ accepts such
engagement commencing on 10th October 2001 and continuing for a period of five
(5) years thereafter (the " Term").
The Term may be extended by agreement of the Parties on mutually acceptable
terms and conditions.
- Duties as Chairman. During the Term, ▇▇▇▇ ▇▇▇▇▇▇ shall oversee and direct
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all activities related to the publicly-held status of the Company to include
among other duties typical to such office:
Capital Markets Development and ongoing sourcing;
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a. Acquisition Sourcing and Funding for both Debt and Equity;
b. Retail Market Making and Institutional Investor Development;
c. Investor Relations/Public Relations and Spokesperson to Broker and
Institutional Meetings and Seminars; (e) Analyst Coverage
Development; and
d. SEC, NASD, State Securities Compliance and Oversight Oversee Run of the
Company.
e. Formation of the Companies Board and all functions of the Board
Software and Component Sourcing. Continued sourcing and development of
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software components for ISP enhancement services.
2 SALARY AND OPTIONS
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- The base salary of $125,000 per year by payment of $125,000 of
compensation in cash payable in installments according to the Company's regular
payroll schedule. Chairman shall have the eligibility for annual increases, but
not decreases, at the discretion of the Board.
- The Chairman's bonus system is equal to maximum of 10% of the Chairman's
annual salary rising by 7.5% per annum to a maximum possible annual bonus of 60%
of the Chairman's annual salary payable at the end of each calendar year.
- Chairman shall purchase 6,000,000* shares of common stock of the Company
at a purchase price equal to the closing price of the Common Stock on WEDNESDAY,
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JULY 03, 2002 . ($0.09 cents).
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- The Company shall make a loan to the Chairman (the "Loan"), memorialized
by a promissory note in a form acceptable to the parties, in the amount of the
purchase price of the 6,000,000 Shares, at the lowest rate of interest
permissible without the Chairman being charged with imputed income under
applicable tax law, to be repaid five years after the date of the loan, with no
applicable prepayment penalty.
3 BENEFITS
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- Holidays. Chairman will be entitled to at least ten (10) paid holidays
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and (10) personal days each calendar year.
- Company will notify Chairman on or about the beginning of each calendar
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year with respect to the holiday schedule for the coming year.
- Personal holidays, if any, will be scheduled in advance subject to
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requirements of the Company. Such holidays must be taken during the calendar
-
year and cannot be carried forward into the nets year.
- Vacation. Chairman shall be entitled to twenty paid vacation days each
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year.
- Sick Leave. Chairman shall be entitled to sick leave and emergency leave
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according to the regular policies and procedures of the Company. Additional
sick leave or emergency leave over and above paid leave provided by the Company,
if any, shall be unpaid and shall be granted at the discretion of the Board of
Directors of the Company.
- Medical and Group Life Insurance. The Company agrees to include Chairman,
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Spouse, present and future children in the group medical and hospital plan of
the Company and provide group life insurance for Chairman at no charge to
Chairman in the amount of ten times the annual salaried income during this
Agreement. Chairman shall be responsible for payment of any federal or state
income tax imposed upon these benefits.
- D&O Insurance.The Company will provide D&O insurance commensurate with
$1,000,000 of risk.
- Pension and Profit Sharing Plans. The Chairman shall be entitled to
participate in any pension or profit sharing plan or other type of plan adopted
by the Company for the benefit of its officers and/or regular employees.
- Expense Reimbursement. The Chairman shall be entitled to reimbursement
for all reasonable expenses, including travel and entertainment, incurred by
Chairman in the performance of the Chairman's duties. Chairman will maintain
records and written receipts as required by the Company's policy and reasonably
requested by the Board of Directors to substantiate such expenses.
4 Termination.
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a. Notwithstanding anything to the contrary herein, in the event ▇▇▇▇ ▇▇▇▇▇▇
intentionally breaches a material provision of this Agreement (for purposes
hereof, the covenants in Sections 6, 7 and 8 shall be deemed to be material
provisions), the Company shall have the right to terminate this Agreement by
giving ▇▇▇▇ ▇▇▇▇▇▇ written notice thereof (and such termination shall be
effective upon the date of such notice).
b. On or after October 9th, 2006, either Party may terminate this Agreement
at any time by giving written notice to the other (and such termination shall be
effective ten (10) business days after the date of such notice, unless otherwise
agreed to by the Parties).
c. The Company's right of termination shall be in addition to and shall not
affect its rights and remedies under Sections 6, 7, 8 and 9 hereof, and such
rights and remedies under such Sections shall survive termination of this
Agreement.
d. In the event of termination of this Agreement pursuant to the terms
hereof, ▇▇▇▇ ▇▇▇▇▇▇ shall have the no right to receive any compensation for any
period subsequent to the date of such termination, except for any pro rated
amounts earned prior to such termination, and all rights of ▇▇▇▇ ▇▇▇▇▇▇ to
receive compensation for any period subsequent to the date of such termination
shall terminate in their entirety effective on and as of the termination date.
5 Non-Competition Agreements.
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Without the prior consent of the Company, ▇▇▇▇ ▇▇▇▇▇▇ shall not, for a
period extending from the date hereof and continuing for so long as ▇▇▇▇ ▇▇▇▇▇▇
is receiving payments from the Company for services provided hereunder, directly
or indirectly, be employed in any capacity by, serve as an employee, agent,
officer or director of, serve as a ▇▇▇▇ ▇▇▇▇▇▇ or advisor to, or otherwise
participate in the management or operation of, any person, firm, corporation or
other entity of any kind (collectively, a "Person") which engages in any facet
of the business of Internet Rich Media Advertising.
6 Confidentiality. ▇▇▇▇ ▇▇▇▇▇▇ shall not, at any time, divulge to any Person
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(as defined in Section 6 above), other than to employees of the Company and its
affiliates who have a need to know such information in connection with the
performance of their duties on behalf of the Company and except as required by
law, any confidential, proprietary or privileged information to which ▇▇▇▇
▇▇▇▇▇▇ becomes privy during the Term, including, without limitation, information
relating to the financial condition, business, operations, or method of business
of the Company or its affiliates, customer and supplier information, independent
contractor information, know-how, trade-secrets, procedures, litigation or other
confidential information regarding the affairs of the Company, or any of its
officers, directors, stockholders, subsidiaries, affiliates, customers or
suppliers ("Confidential Information").
Confidential Information does not include any information that (i) is or becomes
generally available to the public other than as a result of a disclosure by ▇▇▇▇
▇▇▇▇▇▇ or anyone to whom ▇▇▇▇ ▇▇▇▇▇▇ transmits the Confidential Information in
accordance with this Agreement, or (ii) becomes available to ▇▇▇▇ ▇▇▇▇▇▇ on a
non-confidential basis from a source other than the Company or its affiliates.
7 Nonsolicitation of Employees. ▇▇▇▇ ▇▇▇▇▇▇ shall not, for a period extending
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from the date hereof and continuing for so long as ▇▇▇▇ ▇▇▇▇▇▇ is receiving
payments from the Company for services provided hereunder, directly or
indirectly, solicit, interfere with, employ or retain in any other capacity any
employee of the Company or any of its affiliates, nor permit, encourage or allow
any entity in which the ▇▇▇▇ ▇▇▇▇▇▇ owns, directly or indirectly, more than a 5%
equity or proprietary interest or the right or option, legally or beneficially,
directly or indirectly, to acquire or own any stock or other proprietary or
equity interest, to solicit, interfere with, employ or retain in any other
capacity any employee of the Company or any of its affiliates.
8 Remedies. ▇▇▇▇ ▇▇▇▇▇▇ acknowledges and agrees that (a) the covenants
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contained in Sections 6, 7 and 8 hereof are reasonable in content and scope, are
entered into by ▇▇▇▇ ▇▇▇▇▇▇ in partial consideration for the compensation to be
paid to ▇▇▇▇ ▇▇▇▇▇▇ hereunder and are a necessary and material inducement to the
Company to go forward with the engagement contemplated by this Agreement, and
(b) the services and agreements to be performed hereunder by ▇▇▇▇ ▇▇▇▇▇▇ are of
a unique, special and extraordinary character, and that a breach by ▇▇▇▇ ▇▇▇▇▇▇
of any covenants contained in Sections 6, 7 and 8 above would result in
irreparable damage to the Company and its affiliates which may be
unascertainable. Accordingly, ▇▇▇▇ ▇▇▇▇▇▇ agrees that, in the event of any
breach or threatened breach of any of the covenants contained in Sections 6, 7
and 8, the Company and its affiliates shall be entitled, in addition to money
damages and reasonable attorneys' fees and the right, in the Company's sole and
absolute discretion, to terminate this Agreement, to seek an injunction or other
appropriate equitable relief to prevent such breach or any continuation thereof
in any court of competent jurisdiction.
9 Indemnification. The Company shall indemnify and hold harmless ▇▇▇▇ ▇▇▇▇▇▇
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from and against any claims, judgments, liabilities, obligations, expenses
(including reasonable attorneys' fees) and costs incurred by ▇▇▇▇ ▇▇▇▇▇▇ that
arise from the performance by ▇▇▇▇ ▇▇▇▇▇▇ of services for the Company in
accordance with the terms hereof, to the extent that (i) ▇▇▇▇ ▇▇▇▇▇▇ acted in
good faith and in a manner which ▇▇▇▇ ▇▇▇▇▇▇ reasonably believed to be in, or
not opposed to, the best interests of the Company, and (ii) with respect to any
criminal proceeding, ▇▇▇▇ ▇▇▇▇▇▇ had no reasonable cause to believe the conduct
was unlawful.
10 Notices. All notices or other communications in connection with this
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Agreement shall be in writing and may be given by personal delivery or mailed,
certified mail, return receipt requested, postage prepaid or by a nationally
recognized overnight courier to the Parties at the addresses set forth below (or
at such other address as one Party may specify in a notice to the other Party):
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
11 Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Texas.
12 Attorneys' Fees. The Parties agree that, if any action is instituted to
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enforce this Agreement, the Party not prevailing shall pay to the prevailing
Party all costs and expenses, including reasonable attorneys' fees, incurred by
such prevailing party in connection with such action. If both Parties prevail
in part in such action, the court or arbitrator(s) shall allocate the financial
responsibility for such costs and expenses.
13 Entire Agreement; Amendments. This Agreement represents the entire agreement
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between the Parties with respect to the matters addressed herein and supersedes
all prior negotiations, representations or agreements between the Parties,
either written or oral, on the subject matter hereof. This Agreement may not be
amended, modified, altered or rescinded except upon a written instrument
designated as an amendment to this Agreement and executed by both Parties
hereto.
14 Severability. If any provision of this Agreement, or part thereof, is held
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invalid, void or voidable as against public policy or otherwise, the invalidity
shall not affect other provisions, or parts thereof, which may be given effect
without the invalid provision or part. If any provisions of this Agreement
shall be held to be excessively broad as to duration, geographical scope,
activity or subject, such provisions shall be construed by limiting or reducing
the same so as to render such provision enforceable to the extent compatible
with applicable law.
15 Waiver. Failure on the part of the Company to exercise any right or option
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arising out of a breach of this Agreement shall not be deemed a waiver of any
right or option with respect to subsequent or different breach, or the
continuation of any existing breach.
16 Counterparts; Telecopied Signatures. This Agreement may be executed in one
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or more counterparts, each of which shall be deemed an original but all of which
when taken together shall constitute one and the same agreement. Signatures may
be exchanged by telecopy and the originals shall be exchanged by overnight mail.
Each of the Parties agrees that it will be bound by it telecopied signature and
that it accepts the telecopied signature of the other Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
date first above written.
By:
Name:
Title:
