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EXHIBIT 10.8
WP Holding, Inc.
Employment Agreement
WP Holding Inc., referred to as EMPLOYER, and Xxxxx Xxxxxx, referred to as
EMPLOYEE, do this 2nd day of April, 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 Chief Financial Officer, Vice
President of Finance and Administration for WP Holding, Inc. (Company)
beginning April 26, 1999.
2. Compensation. EMPLOYEE's compensation will be comprised of five (5) parts:
a. SALARY. As compensation for EMPLOYEE's services herein, EMPLOYEE
shall receive an annual salary at the rate of $140,000 per annum.
Said salary rate shall be paid semi-monthly or in consistent
compliance with the WP Holding, Inc. salary compensation policy.
b. QUARTERLY BONUS. As additional compensation, EMPLOYEE shall be
eligible for a bonus, based upon performance, of up to $12,500 per
quarter. This bonus shall be payable at the conclusion of each
calendar quarter, at the discretion of the Company's Chief Executive
Office. This bonus shall be guaranteed for the first four quarters of
Employee's employment.
c. ANNUAL BONUS. As additional compensation, EMPLOYEE shall be eligible
for an annual bonus paid at the discretion of EMPLOYER'S Board of
Directors, based on total Company performance. The target range for
this bonus in the first year of employment is $20,000 to $50,000, but
is not guaranteed.
d. EQUITY: EMPLOYER will grant EMPLOYEE Incentive Stock Options to
purchase approximately 650,000 shares of common stock, at fair market
value on the date of grant (which shall be the earlier of the date of
hire or the date of plan established; fair market value shall be
subject to approval by the Company's Board of Directors) These options
shall represent approximately 1.42% of the fully diluted capital
structure of the Company after completion of its proposed $8.0 million
financing. The options shall be issued pursuant to the employee stock
option plan which shall be documented in 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.
e. SPECIAL BONUS. EMPLOYEE shall receive $150,000 to be paid in three
equal installments on (1) six months from date of hire, (2) 12 months
from date of hire, and (3) 18 months from date of hire. This special
bonus shall be paid back to the Company, without interest, to the
extent that EMPLOYEE's cash proceeds (less
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exercise price) from stock options exceeds $500,000, or to the extent
that EMPLOYEE recovers severance payments from former employer, up to
$150,000, immediately upon EMPLOYEE's receipt of such severance
payments.
f. 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 employees 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 "Without Cause", EMPLOYEE shall
receive as severance, paid in a lump sum payment, six months Salary and any
unpaid amounts pursuant to the Special Bonus. Without Cause shall be
interpreted as any reason, including general performance, but shall not
include willful misconduct, fraud, gross negligence, or unlawful conduct in
the course of carrying out business responsibilities.
5. Confidentiality. EMPLOYER may from time to time during the course of
EMPLOYEE's 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 prompt 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.
10. Non-Competition Provision. EMPLOYEE agrees to refrain from accepting
employment, for a period of two months, after termination of this
agreement, from firms in direct competition with WebPromote (with exception
of banner advertising).
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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.
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 2nd day of April, 1999.
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
/s/ XXXXX X. XXXXXX
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WP Holding, Inc.
Xxxxx X. Xxxxxx, CEO
