Executed at Fresno, California, on the 24th day of July, 2002, and effective as
of the 1st day of August, 2002
BY AND BETWEEN: JVWEB INC. a body politic and corporate, duly
incorporated according to the laws of the State of
Delaware, having a place of establishment in the City
of Fresno, State of
California, one of the
United States of America,
and therein located at ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇, herein
represented by ▇▇. ▇▇▇▇
▇▇▇▇▇, its President, duly
authorized for these
purposes, as he so
declares, hereinafter
referred to and designated
as:
"JVWEB"
AND: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Executive, domiciled and residing
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, hereinafter referred to and designated
as the:
"EXECUTIVE"
WHEREAS "JVWEB" is desirous of retaining the services of "EXECUTIVE" for the
purposes of fulfilling the position of Chief Executive Officer, on behalf of
"JVWEB", with an option exerciseable by "EXECUTIVE" within six (6) months from
execution hereof to become Chairman of "JVWEB", subject to such terms and
conditions as are hereinafter to be more fully enumerated;
WHEREAS the "EXECUTIVE" is desirous of becoming gainfully employed by "JVWEB"
and to render such services as may be required of him acting as the Chief
Executive Officer ("C.E.O."), on behalf of "JVWEB", subject, however, to such
terms and conditions as are hereinafter to be more fully enumerated;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND THE FOLLOWING
COVENANTS, CONDITIONS AND AGREEMENTS, THE PARTIES HERETO DO HEREBY MUTUALY AGREE
AS FOLLOWS:
1. Preamble
The preamble herein recited above shall form an integral part of the present
"Executive Employment Agreement".
2. Employment and Job Description.
------------------------------
"JVWEB" ▇▇▇▇▇▇ agrees to initially employ "EXECUTIVE" as its Chief Executive
Officer ("C.E.O"), and "EXECUTIVE" hereby accepts such employment in accordance
with the terms of this "Agreement" and the terms of employment applicable to
regular employees of "JVWEB". In the event of any conflict or ambiguity between
the terms of this "Agreement" and terms of employment applicable to regular
employees, the terms of this "Agreement" shall prevail.
3. Duties of Executive.
-------------------
The duties of "EXECUTIVE" shall include the performance of all of the duties
typical of the office held by "EXECUTIVE" as described in the bylaws of "JVWEB",
if any, or as may be directed by the Board of Directors of "JVWEB". "EXECUTIVE"
shall devote his entire productive time, ability and attention to the business
of "JVWEB" and shall perform all duties in a professional, ethical and
businesslike manner. "EXECUTIVE" will not, during the term of this "Agreement",
directly or indirectly engage in any other business, either as an employee,
employer, consultant, principal, officer, director, advisor, or in any other
capacity, either with or without compensation, without the prior written consent
of the Board of Directors of "JVWEB", save and except for those Boards of public
companies on which the "EXECUTIVE" presently serves.
4. Compensation.
------------
Executive will be paid the following base salary as forming part of his
compensation package, as hereinafter enumerated, during this "Agreement" as
follows:
A. 1) A base salary for the period August 1st, 2002 to July 31st,
2003 of ONE HUNDRED AND THIRTY THOUSAND DOLLARS ($130,000.00) U.S.
currency per year, payable on a weekly basis, in arrears, by direct
deposit to a bank account to be designated by "EXECUTIVE", in writing,
to "JVWEB";
2) A base salary for the period August 1st, 2003 to July 31st, 2004 of
ONE HUNDRED AND THIRTY THOUSAND DOLLARS ($130,000.00) U.S. currency
per year, payable on a bi-monthly basis, in arrears, by direct deposit
to a bank account to be designated by "EXECUTIVE", in writing, to
"JVWEB".
B. "EXECUTIVE" shall be granted an employee stock option package
consisting of Six Hundred Thousand (600,000) employee stock options,
at a price to be determined by the regulatory authorities through the
traditional "price protection" process, the said employee stock
options to be vested to the extent of One Hundred and Fifty Thousand
(150,000) shares thereof every six-(6)-month period during the
term of the present "Agreement", for a total grant of Six Hundred
Thousand (600,000) employee stock options, the whole nevertheless
subject to the usual and required Board, shareholder and regulatory
approvals. The employee stock options herein granted, once they are
vested, shall be exerciseable over a period covering not less than
five (5) years, subject, however, to the express condition that
"EXECUTIVE" shall be gainfully employed by "JVWEB" at the time that
each increment thereof shall become vested, pursuant to the foregoing
formula. In the event that there shall be a change of control of the
beneficial ownership of a majority of the issued and paid up capital
stock of "JVWEB" during the term hereof, "EXECUTIVE" will also be
entitled to a "performance bonus" at the discretion of the Board of
Directors. The Board of Directors may also reward the "EXECUTIVE", at
its discretion, in the event "EXECUTIVE" is successful in securing
major contracts on behalf of "JVWEB" during the term hereof.
"EXECUTIVE" will sign and execute a separate Employee Stock Option
Agreement, which will provide for the foregoing, as soon as "price
protection" has been granted and the usual director, shareholder and
regulatory approvals have been obtained.
C. In addition to the foregoing, "JVWEB" shall issue a one-time only payment
of Twenty-Five Thousand Dollars ($25,000.00) U.S. currency as a "Signing
Bonus", within seven (7) days of the execution of the present "Agreement"
or, at the earliest August 1st, 2002, whichever comes later.
5. Benefits.
--------
A. Holidays. "EXECUTIVE" will be entitled to at least three (3) weeks
paid holidays each calendar year, not to be taken consecutively.
"EXECUTIVE" will notify "JVWEB" on or about the beginning of each
calendar year with respect to the holiday schedule for the coming year.
▇. ▇▇▇▇ Leave "EXECUTIVE" shall be entitled to sick leave and emergency leave
according to the regular policies and procedures of "JVWEB". Additional
sick leave or emergency leave over and above paid leave provided by
"JVWEB", if any, shall be unpaid and shall be granted at the discretion of
the Board of Directors.
C. Medical and Hospital Insurance. "JVWEB" agrees to include "EXECUTIVE"
in the group medical and hospital plan of "JBWEB". "EXECUTIVE" shall be
responsible for payment of any Federal or Provincial income tax
imposed upon these benefits.
D. Expense Reimbursement. "EXECUTIVE" shall be entitled to reimbursement
for all reasonable expenses, including gas, auto expenses, travel and
cellular telephone expenses, incurred by "EXECUTIVE" in the performance
of "EXECUTIVE"'s duties, up to a maximum of Five Thousand Dollars
($5,000.0) U.S. currency per month. "EXECUTIVE" will maintain records and
written receipts as required by "JVWEB"'s policies and as may be
reasonably requested by the Board of Directors to substantiate such
expenses.
6. Term and Termination.
--------------------
A. The Initial Term of this "Agreement" shall commence on August 1st, 2002 and
it shall continue in effect for a period of approximately twenty-four (24)
months, terminating on July 31st, 2004. Thereafter, the "Agreement" shall
be renewed upon the mutual agreement of "EXECUTIVE" and "JVWEB". The annual
renewals after July 31st, 2004 shall be at the discretion of the Board of
Directors of "JVWEB" and, as well, with respect to any revisions to be made
to your compensation package, based on performance. In the event that the
present "Agreement" is not renewed after July 31st, 2004, the "EXECUTIVE"
shall be entitled to six (6) months compensation to be paid to him on a
bi-monthly basis over that period.
B. In the event that this "Agreement" is terminated by "EXECUTIVE", for any
reason whatsoever, "JVWEB" may immediately relieve "EXECUTIVE" of all
duties and immediately terminate this "Agreement".
C. In the event that "EXECUTIVE" is in breach of any material obligation owed
"JVWEB" in this "Agreement", habitually neglects the duties to be
performed under this "Agreement", engages in any conduct that
materially injures "JVWEB" which is dishonest, damages the reputation
or standing of "JVWEB", or is convicted of any criminal act or
engages in any act of moral turpitude relating to duties of an Executive
Officer of "JVWEB", the happening of any of which only circumstances
would constitute "just cause" for termination, then "JVWEB" may
terminate this "Agreement" upon five (5) days written notice to
"EXECUTIVE".
In event of termination of the "Agreement" pursuant to this subsection,
"EXECUTIVE" shall be paid only at the then applicable base salary rate up
to and including the date of termination. "EXECUTIVE" shall not be
paid any incentive salary payments or other compensation, prorated or
otherwise.
D. In the event that "EXECUTIVE" is disabled, for any reason whatsoever, and
is physically or mentally unable to perform his duties for a period of four
(4) consecutive months, then the present "Agreement" may be terminated by
"JVWEB" at its option.
7. Notices.
-------
Any notice required by this "Agreement" or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to "JVWEB":
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JVWEB INC.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇.▇.▇. ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇,
President
--------------------------------------------
(Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇)
-------
(E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇)
------- -------------------
With a Copy to:
--------------
Mtre. Morden ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Charbonneau, Advocates
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇)
-------
(E-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇)
------- -----------------------------
If to "EXECUTIVE":
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(E-mail: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇)
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8. Final Agreement.
---------------
This "Agreement" terminates and supersedes all prior understandings or
agreements on the subject matter hereof. This "Agreement" may be modified only
by a further writing that is duly executed by both parties.
9. Governing Law.
-------------
This Agreement shall be construed and enforced in accordance with the laws of
the State of California.
10. Headings.
--------
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
11. No Assignment.
-------------
Neither this "Agreement" nor any rights and/or interests herein stipulated
and/or contained in this "Agreement" may be assigned by "EXECUTIVE" without the
prior express written approval of "JVWEB", which may be withheld by "JVWEB" at
"JVWEB"'s absolute discretion.
12. Severability.
------------
If any term of this "Agreement" is held by a court of competent jurisdiction to
be invalid or unenforceable, then this "Agreement", including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
13. Arbitration.
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this "Agreement". Any controversy, claim
or dispute that cannot be so resolved shall be settled by final binding
arbitration in accordance with the rules and regulations of the State of
California regarding arbitration and resolution of disputes. Any such
arbitration shall be conducted in the City of Fresno, State of California, or
such other place as may be mutually agreed upon by the parties. Within fifteen
(15) days after the commencement of the arbitration, each party shall select one
person to act as arbitrator, and the two arbitrators so selected shall select a
third arbitrator within ten (10) days of their appointment. Each party shall
bear its own costs and expenses and an equal share of the Arbitrator's expenses
and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
SIGNED, SEALED AND DELIVERED by )
)
JVWEB INC. )
In the presence of: )
----------------------------- )
Name )
----------------------------- ) ------------------
Address ) ▇▇▇▇ ▇▇▇▇▇
_____________________________ ) President
Occupation ) Authorized Signature
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ )
In the presence of: )
-------------------------- )
Name )
----------------------------- ) ----------------------
Address ) WILLLIAM ▇▇▇▇▇▇▇▇▇
_____________________________ ) Authorized Signature
Occupation )
