Exhibit 10.1 (ii)
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement"), is dated effective as of May 4,
1999, and is between Xxx Xxxxxxx ("Employee"), a resident of the State of
Washington, and EWRX Internet Systems, Inc., a Nevada corporation ("EWRX").
WHEREAS, EWRX desires to employ and retain the experience, ability and
services of Employee, and Employee desires to accept employment with EWRX on the
terms and conditions hereinafter provided:
NOW, THEREFORE, the parties hereto agree as follows:
1........Employment. EWRX hereby employs Employee in the position of
President of Classic Car Source/North Fork Publishing. The term of employment
shall commence on the date hereof and, subject to the termination provisions of
section 5, end on the third anniversary date of this Agreement in 2002. Employee
shall devote full time services, skill and ability to the fulfillment of
Employee's duties during normal working hours.
2........Compensation: EWRX shall pay Employee a total of $50,000 as a
bonus for signing this Agreement. Such bonus shall be paid in two equal
installments of $25,000 - one installment upon signing this Agreement and the
second installment on July 1, 1999. In consideration of the services to be
rendered by Employee hereunder, EWRX shall pay Employee a salary of $85,000.00
per year in 12 equal monthly installments. EWRX shall comply with all applicable
employment, state and federal income tax withholding requirements, including
FICA and FUTA, related to Employee's employment hereunder. Employee has had the
opportunity to consult with his own tax advisor regarding this Agreement and the
income tax and other tax effects hereof.
3........Benefits. Employee shall receive two-two week vacations
annually on a schedule to be approved by EWRX. Such vacation shall be scheduled
so that Employee and Xxxx Xxxxx Xxx (who is the other key employee who worked at
and was an officer of Classic Car Source Inc.) will not take vacations during
the same time period. Employee shall be eligible to participate in all employee
benefit programs which now or in the future are made generally available to
employees of EWRX, on and subject to the terms of those programs. Such programs
shall include insurance, 401(k) plans, and health and dental programs, if such
programs are made available to other employees based in the United States.
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4........Business Expenses. Employee shall be reimbursed for all
reasonable business expenses upon presentation to EWRX of an itemized accounting
therefor, together with such receipts, vouchers and other verifications as EWRX
may reasonably require. From time to time Employee may be required to travel in
the performance of duties under this Agreement. Employee shall be reimbursed for
all reasonable hotel, meal, airfare, and vehicle rental costs.
5. Termination of Employment.
(a) Termination by Employee. Employee may terminate this
Agreement without cause on the third anniversary date
hereof in 2002 by providing written notice of
termination to EWRX at least 60 days prior to such
termination. If Employee voluntarily terminates this
Agreement at any time before such date, Employee
waives the right to any compensation not yet earned
at the time of such termination and shall be entitled
only to such earned at the time of such termination
and shall be entitled to such severance benefits, if
any, as may be provided under the standard employee
policies of EWRX.
(b) Termination by EWRX. During the term of this
Agreement, EWRX may terminate Employee's employment
under this Agreement only for cause. Termination of
Employee's employment by EWRX other than for cause
shall obligate EWRX to pay to Employee an amount
equal to the number of full months salary remaining
in this Agreement as of the effective date of such
termination. For purposes of this section 5,
termination for "cause" shall have a meaning
consistent with the interpretation given that phrase
by courts in the State of Nevada.
(c) Termination as the Result of Non-delivery of Shares.
EWRX is obligated to deliver R 144 shares of EWRX stock
to Employee and others who signed the Stock Purchase
and Sale Agreement dated April 11, 1999. If for any
reason EWRX does not instruct the Stock Transfer Agent
to deliver and such shares are not mailed to an
individual CCS and DFPG Sellers (as such terms are
defined in the April 11, 1999 Stock Purchase and Sale
Agreement) on or before June 7, 1999, Employee may
terminate this Agreement on or before June 14, 1999.
Stock certificates mailed and returned as undelivered,
or where the current address of a CCS or NFPG
shareholder cannot be determined, shall be retained by
EWRX for later delivery. The existence of such "lost"
shareholders shall not give rise to Employee's right of
termination. Both parties shall use reasonable efforts
to locate any lost shareholders.
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6. Proprietary Information. Employee agrees not to directly or
indirectly, publish, disclose, or make available to anyone other than EWRX, its
agents, representatives or employees, any confidential information relating to
the development of concepts, operations, business or affairs of EWRX. Employee
shall, upon termination of this Agreement, surrender to EWRX any and all
confidential information, date, documents or other papers or records in his
possession or under his control relating to the development of concepts,
operations, business or affairs of EWRX or Employee's employment hereunder. For
the purposes of this section, "confidential information" shall include, but not
be limited to, all information relating to EWRX and the business of EWRX which
is proprietary, from which EWRX derives economic or other benefit, or which EWRX
otherwise attempts to keep confidential as a matter of company policy and
practice, unless the same is generally known and available to the public.
Employee's agreement not to disclose or use such confidential information shall
be effective during the full term of Employee's employment hereunder, regardless
of whether the full term is completed, and for an additional two years
thereafter.
7. Noncompetition during Term of Employment. In the event Employee's
employment hereunder is terminated by Employee without cause, or terminated by
EWRX for cause, from the effective date of such termination through the
scheduled term of this Agreement, Employee shall not, without the prior written
consent of EWRX, directly or indirectly, engage in or perform any services on a
full time, part time, consulting or advisory basis, or become an employee of or
financially interested in any business or undertaking that is, directly or
indirectly, competitive with the business, operations or affairs of EWRX or its
subsidiaries at the time of termination in such business, operations or affairs
conducted by EWRX Employee agrees that the remedy at law for any breach of the
foregoing agreement not to compete and any injury resulting to EWRX therefrom
may be inadequate and that if such breach and injury are proven, EWRX shall, in
addition, to monetary damages, be entitled to injunctive relief for any such
breach.
8. Noncompetition after Term of Employment. Employee also agrees that,
for two years after Employee's employment, Employee shall not acquire, directly
or indirectly, any Interest in any business, concept or idea about which
Employee gained or had access to confidential information in connection with his
employment with access to EWRX. For purposes of this section 8, the phrase
"acquire, directly or indirectly, any interest" shall include, but not be
limited to, participating as an officer, director, employee, agent,
representative or consultant or being a shareholder, partner, joint venturer or
similar relationship of any entity or person involved in the acquisition or such
business concept or idea. For purposes of this section 8, EWRX shall include
EWRX Internet Systems, Inc. and all of its subsidiaries.
9. Amendments. This Agreement may not be changed, waived discharged or
terminated orally. Such change, waiver, discharge or termination may be only by
an instrument in writing, signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.
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10. ..Successors. Neither this Agreement nor any rights or obligations
hereunder may be assigned by one party without the consent of the other, except
that this Agreement shall be binding upon and inure to the benefit of any
successors or assigns of EWRX, whether by merger, consolidation, sale of assets
or otherwise. Reference herein to EWRX shall be deemed to include any such
successors or assigns.
11. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Nevada.
12.......Notices. All notices, requests and other communications
hereunder shall be in writing and shall be deemed to be duly given if personally
delivered, or if mailed by prepaid mail addressed to the address shown on the
signature page of this Agreement, or to such other address as the addressee of
the notice shall have directed in writing.
13.......Arbitration. In the event of a dispute under this Agreement,
the parties agree to negotiate in good faith for the satisfactory resolution of
such dispute. Failing satisfactory resolution within a reasonable time, either
party may submit the matter to binding arbitration by a single arbitrator.
Arbitration shall be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association and shall be held at a place
selected by the arbitrator unless the parties agree otherwise. The costs and
expenses of arbitration, including the reasonable attorneys' fees of both
parties, shall be borne by the party which does not prevail, unless the
arbitrator rules otherwise.
14. ....Captions. The captions applied to the paragraphs of this
Agreement are for convenience only and shall not control nor affect the
meaning or construction of any of the provisions of this Agreement.
15. ....Waiver. The failure of either party to insist in any one or
more instances upon performance of any terms or conditions of this Agreement
shall not be construed as a waiver of future performance of any such term,
covenant or condition, but the obligation of either party with respect thereto
shall continue in full force and effect.
16.......Entire Agreement. This Agreement shall supersede and be in
lieu of all other agreements and understandings, whether written or oral, and
contains the entire agreement of the parties relating to the employment of
Employee by EWRX.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
EWRX Internet Systems, Inc.
___/s/______________ By:__/s/__________________
Employee Xxxxxx X. Xxxxx, President & CEO
Employee's Address for notice
0000 Xxxxxx Xxx #104 EWRX Internet Systems, Inc.
--------------------
#000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
_______________________ Attn.: President
Phone: 000-000-0000
_______________________ Fax: 000-000-0000
Phone: 000-000-0000
Fax: 000-000-0000
