EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this
1st day of March, 2001, by and between WorldNet Resource Group , Inc.
("Company"), a Utah corporation, and Xxxxxx Xxxxx ("Employee"), with
reference to the following facts:
WHEREAS, Company wishes to employ Employee as a full-time
employee of Company, and Employee wishes to accept such employment, upon
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the terms and conditions and
the mutual agreements and covenants set forth herein, the parties hereto
agree as follows:
1. SCOPE OF EMPLOYMENT.
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1.1 Capacity. Company hereby agrees to employ Employee,
and Employee hereby accepts such employment, as March 1st ,2001 of Company
during the term of this Agreement. Employee shall report to President and
Chief Executive Officer and to the Board of Directors of Company and
perform the services and duties customarily incident to such office and as
otherwise decided upon by the Board of Directors.
1.2 Devotion of Services. Employee shall be a full-time
employee of Company during the term of this Agreement. Employee shall not
participate in any activities which may interfere with his duties hereunder
and/or which are competitive with Employer's activities (except as the
owner of less than 2% of the issued and outstanding capital stock of a
publicly traded corporation). Employee shall perform and discharge well
and faithfully those duties assigned him by Company.
2. TERM. Subject to Section 6 herein, the term of this
Agreement shall commence as of March 1st ,2001 , and shall continue and
remain in full force and effect for a period of one (1) year. However, in
the event that Company thereafter continues to employ Employee, this
Agreement shall be deemed automatically renewed upon the same terms and
conditions set forth herein except (a) that the parties may mutually agree
to revise any of the terms set forth herein, and (b) the employment
relationship will be on an "at will" basis, which means that, subject to
Section 6.4 herein, either Company or Employee may elect to terminate the
employment relationship at any time for any reason whatsoever, with or
without cause. Employee acknowledges that no representation has been made
by Company as to any minimum or specified term or length of employment
following the term set forth above.
3. COMPENSATION.
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3.1 Salary and Bonus. In consideration of the services to
be rendered by Employee hereunder, including without limitation any
services rendered as an officer or director of Company or any subsidiary or
affiliate thereof, during the term of this Agreement Company shall pay to
Employee the following:
(a) A salary in the amount of $125,000 per annum.
Position and salary shall be renegotiated at the end of each six (6) month
period. The Board of Directors may, at its sole and absolute discretion,
increase Employee's salary; provided, however, Employee's annual salary
shall be increased at the end of each twelve (12) month period by at least
3% over the previous year.
(b) The employee shall be receiving a signing bonus of
six-hundred eighty three thousand three hundred thirty three (683,333) WNRG
restricted Common Stock. Furthermore, the Company's Board of Directors may,
but shall not be obligated to, award bonuses to Employee based upon his
performance and the Company's profitability.
(c) All payments to Employee shall be subject to the
regular withholding requirements of all appropriate governmental taxing
authorities.
3.2 Other Benefits. Employee shall be entitled to
participate in any medical and insurance plan which Company is presently
providing or may provide to its senior executives. Employee acknowledges
that the terms of such plans may change from time to time.
3.3 Expenses. Company will advance to or reimburse
Employee for all reasonable travel and entertainment required by Company
and other reasonable expenses incurred by Employee in connection with the
performance of his services under this Agreement in accordance with Company
policy as established from time to time.
3.4 Options. (see Employee Option Agreement)
4. INVENTIONS.
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4.1 Right to Inventions. Employee agrees that any
discoveries, inventions or improvements of whatever nature (collectively
"Inventions") made or conceived by Employee, solely or jointly with others,
during the term of his employment with Company, that relate, at the time
of conception of or reduction to practice, to the business of Company or
Company's actual or demonstrably anticipated research or development; or
that result from any work performed by Employee for Company, shall belong
to Company. Employee also agrees that Company shall have the right to keep
any such Inventions as trade secrets, if Company so chooses.
4.2 Assignment of Inventions and Patents. In furtherance
of, and not in contravention, limitation and/or in place of, the provisions
of Section 4.1 above, Company hereby notifies Employee of California Labor
Code Section 2870, which provides:
"Any provision in an employment agreement which provides that an
employee shall assign or offer to assign any of his or her rights in an
invention to his or her employer shall not apply to an invention for which
no equipment, supplies, facility, or trade secret information of the
employer was used and which was developed entirely on the employee's own
time, and (a) which does not relate (1) directly or indirectly to the
business of the employer or (2) to the employer's actual or demonstrably
anticipated research or development, or (b) which does not result from any
work performed by the employee for the employer. Any provision which
purports to apply to such an invention is to that extent against the public
policy of this state and is to that extent void and unenforceable."
Employee acknowledges that he has been notified by the Company of
this law, and understands that this Agreement does not apply to Inventions
which are otherwise fully protected under the provisions of said Labor Code
Section 2870. Therefore, Employee agrees to promptly disclose in writing
to the Company all Inventions, whether Employee personally considers them
patentable or not, which Employee alone, or with others, conceives or makes
during his employment with Company or as is otherwise required and set
forth under Section 4.1 above. Company shall hold said information in
strict confidence to determine the applicability of California Labor Code
Section 2870 to said Invention and, to the extent said Section 2870 does
not apply, Employee hereby assigns and agrees to assign all his right,
title and interest in and to those Inventions which relate to business of
the Company and Employee agrees not to disclose any of these Inventions to
others without the prior written express consent of Company. Employee
agrees to notify Company in writing prior to making any disclosure or
performing any work during the term of his employment with Company which
may conflict with any proprietary rights or technical know-how claimed by
Employee as his property. In the event Employee fails to give Company
notice of such conflict, Employee agrees that Employee shall have no
further right or claim with respect to any such conflicting proprietary
rights or technical know-how.
5. CONFIDENTIALITY.
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5.1 Restrictions on Use of Trade Secrets and Records.
During the term of his employment, Employee will have access to and become
acquainted with various trade secrets of Company, consisting of formulas,
patterns, devices, secret Inventions, processes, compilations of
information, records and specifications (collectively "Trade Secrets"), all
of which are owned by Company and used in the operation of Company's
business. Additionally, Employee will have access to and may become
acquainted with various files, records, customer lists, documents,
drawings, specifications, equipment and similar items relating to the
business of Company (collectively "Confidential Information"). All such
Trade Secrets and Confidential Information, whether they are designed,
conceived or prepared by Employee or come into Employee's possession or
knowledge in any other way, are and shall remain the exclusive property of
Company and shall not be removed from the premises of Company under any
circumstances whatsoever without the prior written consent of Company.
Employee promises and agrees that he will not use for himself or for
others, or divulge or disclose to any other person or entity, directly or
indirectly, either during the term of his employment by Company or at any
time thereafter, for his own benefit or for the benefit of any other person
or entity or for any reason whatsoever, any of the Trade Secrets or
Confidential Information described herein, which he may conceive, develop,
obtain or learn about during or as a result of his employment by Company
unless specifically authorized to do so in writing by Company.
5.2 Non-Interference. Employee recognizes that Company
has invested substantial effort in assembling its present employees and in
developing its customer base. As a result, and particularly because of
Company's many types of confidential business information, Employee
understands that any solicitation of a customer or employee of Company, in
an effort to get them to change business affiliations, would presumably
involve a misuse of Company's confidences, Trade Secrets and Confidential
Information. Employee therefore agrees that, for a period of one (1) year
from the later of the date of termination of Employee's employment with
Company for any reason whatsoever or the receipt by Employee of any
compensation paid to Employee by Company, Employee will not influence, or
attempt to influence, existing employees or customers of Company in an
attempt to divert, either directly or indirectly, their services or
business from Company.
6.0 TERMINATION OF AGREEMENT.
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6.1 Termination by Company. Company may terminate
Employee's employment hereunder at any time for cause without payment of
severance or similar benefits. For purposes of this Section 6.1, "cause"
shall mean the following events: (a) any willful breach of duty by
Employee in the course of his employment, (b) the breach of any provision
of this Agreement or any misrepresentation by Employee hereunder, (c)
misconduct, neglect or negligence in the performance of Employee's duties
and obligations, (d) disloyal, dishonest, willful misconduct, illegal,
immoral or unethical conduct by Employee, (e) such carelessness or
inefficiency in the performance of his duties that Employee is unfit to
continue in the service of Company, (f) failure of Employee to comply with
the policies or directives of Company and/or failure to take direction from
Company's Board of Directors, or (g) such other conduct which is
substantially detrimental to the best interests of Company. Any such
termination shall become effective upon delivery of written notice to
Employee.
6.2 Termination by Employee. Employee may terminate his
employment hereunder at any time for cause. For purposes of this Section
6.2, "cause" shall mean the breach of any provision of this Agreement by
Company which is not cured within thirty (30) days after Employee delivers
written notice to the Company's Board of Directors describing such breach.
If the breach is not so cured within such thirty (30) days after delivery
of such notice, the termination of employment shall become effective after
the expiration of such cure period.
6.3 Death or Disability. Employee's employment with
Company shall cease upon the date of his death. In the event Employee
becomes physically or mentally disabled so as to become unable for more
than one hundred eighty (180) days in the aggregate in any twelve (12)
month period to perform his duties on a full-time basis with reasonable
accommodations, Company may, at its sole discretion, terminate this
Agreement and Employee's employment.
6.4 Termination Following Automatic Renewal. In the event
that this Agreement is automatically renewed pursuant to Paragraph 2
herein, either Company or Employee may terminate Employee's employment
hereunder at any time and for any reason whatsoever, with or without cause,
upon thirty (30) days prior written notice delivered to the other party.
6.5 Effect of Termination. Upon the termination of
Employee's employment hereunder or the expiration or termination of the
Agreement, (a) Company shall pay Employee all compensation accrued and
outstanding as of the date of such termination or expiration, and (b)
notwithstanding anything to the contrary contained herein, the rights and
obligations of each party under Paragraphs 4, 5 and 8 herein shall survive
such termination or expiration. Notwithstanding anything to the contrary
contained in this Agreement, if, prior to the end of the initial one (1)
year term, Employer terminates this Agreement without cause, Employee shall
continue to be entitled to receive all of the compensation and other
benefits provided for in Paragraph 3 for the remainder of said one (1) year
term without any deduction or offset for any compensation earned or
received by Employee from any other sources.
7.0 EMPLOYEE'S REPRESENTATIONS. As an inducement for
Company to execute this Agreement, Employee represents and warrants to
Company that the negotiation, execution and delivery of this Agreement by
Employee together with the performance of his obligations hereunder does
not breach or give rise to a breach under any employment, confidentiality,
non-disclosure, non-competition or any other agreement, written or oral, to
which Employee is a party.
8.0 EQUITABLE REMEDIES.
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8.1 Injunctive Relief. Employee acknowledges and agrees
that the covenants set forth in Paragraphs 4 and 5 herein are reasonable
and necessary for protection of Company's business interests, that
irreparable injury will result to Company if Employee breaches any of the
terms of said covenants and that, in the event of Employee's actual or
threatened breach of said covenants, Company will have no adequate remedy
at law. Employee accordingly agrees that in the event of actual or
threatened breach of any of such covenants, Company shall be entitled to
immediate injunctive and other equitable relief, without bond and without
the necessity of showing actual monetary damages. Nothing contained herein
shall be construed as prohibiting Company from pursuing any other remedies
available to it for such breach or threatened breach, including the
recovering of any damages which it is able to prove. Each of the covenants
in Paragraphs 4 and 5 shall be construed as independent of any other
covenants or provisions of this Agreement. In the event of any judicial
determination that any of the covenants set forth in Paragraphs 4 and 5
herein or any other provisions of the Agreement are not fully enforceable,
it is the intention and desire of the parties that the court treat said
covenants as having been modified to the extent deemed necessary by the
court to render them reasonable and enforceable and that the court enforce
them to such extent.
8.2 Specific Enforcement. Employee agrees and acknowledges
that he is obligated under this Agreement to render services of a special,
unique, unusual, extraordinary and intellectual character, thereby giving
this Agreement peculiar value, so that the loss thereof could not be
reasonable or adequately compensated in damages in an action at law.
Therefore, in addition to other remedies provided by law, Company shall
have the right, during the term of this Agreement, to obtain specific
performance hereof by Employee and to obtain injunctive relief against the
performance of service elsewhere by Employee during the term of this
Agreement.
9.0 GENERAL.
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9.1 Entire Agreement. This Agreement contains the entire
understanding between the parties hereto and supersedes all other oral and
written agreements or understandings between them.
9.2 Amendment. This Agreement may not be modified,
amended, altered or supplemented except by written agreement between
Employee and Company.
9.3 Counterparts. This Agreement may be executed in two
(2) or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
9.4 Jurisdiction. Each party hereby consents to the
exclusive jurisdiction of the state and federal courts sitting in Los
Angeles County, California, in any action on a claim arising out of, under
or in connection with this Agreement or the transactions contemplated by
this Agreement. Each party further agrees that personal jurisdiction over
him may be effected by service of process by registered or certified mail
addressed as provided in Section 9.9 herein, and that when so made shall be
as if served upon him personally within the State of California.
9.5 Expenses. In the event an action at law or in equity
is required to enforce or interpret the terms and conditions of this
Agreement, the prevailing party shall be entitled to reasonable attorney's
fees and costs in addition to any other relief to which that party may be
entitled.
9.6 Interpretation. The headings herein are inserted only
as a matter of convenience and reference, and in no way define, limit or
describe the scope of this Agreement or the intent of any provisions
thereof. No provision of this document is to be interpreted for or against
any party because that party or party's legal representative drafted it.
9.7 Successors and Assigns. This Agreement shall be
binding upon, and inure to the benefit of, the parties hereto and their
heirs, successors, assigns and personal representatives. As used herein,
the successors of Company shall include, but not be limited to, any
successor by way of merger, consolidation, sale of all or substantially all
of its assets or similar reorganization. In no event may Employee assign
any rights or duties under this Agreement.
9.8 Controlling Law; Severability. The validity and
construction of this Agreement or of any of its provisions shall be
determined under the laws of the State of California. Should any provision
of this Agreement be invalid either due to the duration thereof or the
scope of the prohibited activity, such provision shall be limited by the
court to the extent necessary to make it enforceable and, if invalid for
any other reason, such invalidity or unenforceability shall not affect or
limit the validity and enforceability of the other provisions hereof.
9.9 Notices. Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing and if personally
received by the party to whom it is sent or delivered, or if sent by
registered or certified mail, postage prepaid, to Employee's residence in
the case of notice to Employee, or to its principal office if to Company.
A notice is deemed received or delivered on the earlier of the day received
or three (3) days after being sent by registered or certified mail in the
manner described in this Section.
9.10 Waiver of Breach. The waiver by any party hereto of a
breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
Employee WorldNet Resource Group, Inc.
By: By:
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Xxxxxx Xxxxx Authorized Signatory
00000 Xxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Employee's Taxpayer
Identification Number:
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