Exhibit 10.1
EMPLOYMENT AGREEMENT
Mind2Market - Xxxxx X. Xxxxx
THIS AGREEMENT (this "Agreement"), dated as of the twentieth day of August,
2000, by and between Mind2Market, Inc., (M2M) a Colorado corporation (the
"Company"), and Xxxxx X. Xxxxx, ("Executive"),
WHEREAS, the Company believes that Executive has unique experience and skills
that would significantly benefit the Company in the management of the affairs of
the Company; and
WHEREAS, the Company acknowledges and recognizes the value of Executive's
services and deems it necessary and desirable to retain Executive's services;
and
WHEREAS, both Executive and the Company desire to embody the terms and
conditions of Executive's employment in a written agreement which will supersede
all prior arrangements of employment, whether written or oral.
NOW, THEREFORE, in consideration of the premises and of the convenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment Term. The Company agrees to, and does hereby employ Executive to
serve as CEO, and to perform the services as hereinafter set forth commencing
August 20, 2000.
2. Services of Executive. Executive agrees to devote such of his business time
as is necessary to the business and affairs of the Company, and to use his best
efforts to promote the interests of the Company, and to carry out such duties
and perform such services as may be delegated to Executive from time to time by
the Board of Directors of the Company. The Company acknowledges and agrees that
nothing in this agreement shall prohibit Executive from also serving as an
officer and director of any subsidiary of the Company and its affiliates, and
nothing in this Agreement shall prohibit Executive from being directly or
indirectly engaged in any other business in any capacity with any other
corporation, partnership, venture or other entity, as long as such business does
not directly conflict with or compete with the Company unless approved by action
of the Board of Directors of the Company. It is specifically noted, understood
and agreed to by all parties that Executive also holds executive positions with
DynaCor Systems Inc., and Global Network Media Inc. (GNM) both of which have
business relationships with the Company.
3. Compensation.
(a) In payment for the services set forth in paragraph 2 above, the Company
shall pay to Executive during the term hereof a salary (referred to as "Base
Salary") at the rate of $96,000 per annum, payable not less than monthly
throughout the term of this Agreement. Executive shall also be entitled to
participate in any Company plan for the benefit of any or all of its employees,
including any deferred compensation plan (such as pension, profit-sharing or
thrift plan), or group hospital, disability or life insurance plan, in
accordance with the terms of such plan.
(b) Base Salary of Executive may be increased annually each year during the term
of this Agreement by an amount determined by the Board of Directors of the
Company.
4. Expenses. The Company will arrange for the payment of reasonable and
necessary expenses incurred by Executive in furtherance of or in connection with
the business of the Company, as stated in the approved Company Reimbursable
Expense Policy. If any such expenses are paid in the first instance by
Executive, the Company will arrange for his reimbursement therefor. The Company
recognizes that, in the performance of his duties, Executive may be required to
entertain various persons and representatives of organizations with whom the
Company has or would like to have business relationships. The Company will
arrange for the reimbursement of Executive upon presentation of expense vouchers
for any reasonable such expenses which are adaptable to the usual accounting
procedures established by the Company.
5. Termination of Employment. This is an employment-at-will contract.
Executive's employment with the Company may be terminated by either party at any
time upon a thirty day written notice.
6. Disclosure of Information. Executive hereby acknowledges that he will have
access to certain trade secrets and confidential information of the Company and
of affiliates of the Company and that such information constitutes valuable,
special and unique property of the Company and such affiliates. Executive shall
not, during or after the term of his employment hereunder, disclose any such
trade secrets or confidential information to any person or entity for any reason
or purpose whatsoever except to the extent that such information becomes
publicly disclosed (other than as a result of a breach of this Agreement by
Executive) or to the extent required by law. Executive further agrees that
unless otherwise agreed by the Board of Directors of the Company, any
intellectual property developed by Executive in the course of his employment
with the Company shall be developed on behalf of, and for the ownership of, the
Company.
7. Actions of Board; Affiliates. For the purpose of this Agreement, all actions
or consents required or permitted to be taken or given by the Board of Directors
of the Company with respect to this Agreement shall be to refer to an action or
consent approved by a majority of the Board of Directors of the Company other
than Executive.
8. Notice. Any consent, notice, warning or other communication ("Notice") to be
given hereunder shall be in writing and shall be deemed to have been properly
given when mailed by first class U.S. Mail, when sent by prepaid telegram, or
when delivered in person, addressed or delivered in each case to the address set
forth across from each party's signature below, or to such other address as
either of the parties shall designate to the other in the manner provided for
giving notice.
9. Nature of Agreement. No right, title, interest or benefit hereunder shall
ever be liable for or charged with any of the torts or obligations of Executive
or of any person claiming under Executive, or subject to seizure by any creditor
of Executive or any person claiming under Executive. Neither Executive nor any
person claiming under Executive shall have the power to anticipate or dispose of
any right, title, interest or benefit hereunder in any manner until the same
shall have been actually distributed to him free and clear of the terms of this
Agreement.
10. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of any successor to the Company and all persons lawfully claiming under
Executive. This Agreement cannot be assigned by Executive.
11. Entire Agreement. The parties hereto agree that this document contains the
entire understanding and agreement between them with respect to the matters set
forth herein and cannot be amended, modified or supplemented in any respect
except by an agreement in writing signed by the party against whom enforcement
of any amendment, modification or supplement is sought.
12. Waiver. The failure of either party to insist, in any one or more instances,
upon performance of any of the terms or conditions of this Agreement shall not
be construed as a waiver or a relinquishment of any right granted hereunder or
of the future performance of any such term, convenant or condition, but the
obligations of either party with respect thereto shall continue to full force
and effect.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its executive officer duly authorized, and Executive has executed this
Agreement, all effective as of the date first above written.
Address: MIND2MARKET, INC.
By: _____________________________
___________________________ Name: _____________________________
___________________________ Title: _____________________________
Address: EXECUTIVE
---------------------------
--------------------------- ---------------------------------
