EXHIBIT 10.1
------------
July 30, 2001
Wing Yu
0000 Xxxxxxxx Xxx, #000
Xxxxxxxxxx, XX 00000
Re: Employment Contract
Dear Wing:
We are pleased to offer you a position with XxxxxxxxxXxxxxxx.xxx, Inc., a
Delaware corporation ("FinancialContent"). This agreement supercedes any and all
other employment agreements between you and Cosmoz Infrastructure Solutions,
Inc. The starting date of this agreement shall be retroactive to July 1, 2001.
Your compensation, benefits and other terms of employment will be as set forth
below and in the FinancialContent, Inc. Employee Handbook.
TERMS OF EMPLOYMENT
1. Position and Duties. FinancialContent shall employ you, and you agree to
competently and professionally perform such duties as are customarily the
responsibility of the position as set forth in the job description attached as
EXHIBIT A, and as reasonably assigned to you from time to time by your Manager
as set forth in EXHIBIT A.
2. Outside Business Activities. During your employment with FinancialContent,
you shall devote competent energies, interests, and abilities to the performance
of your duties under this Agreement. During the term of this Agreement, you
shall not, without FinancialContent's prior written consent, render any services
to others for compensation or engage or participate, actively or passively, in
any other business activities that would interfere with the performance of your
duties hereunder or compete with FinancialContent's business.
3. Employment Classification. You shall be a Full-Time Executive Employee.
4. Compensation/Benefits.
4.1 Wage and commissions. FinancialContent shall pay you the wage
as set forth in the job description attached as EXHIBIT A.
4.2 Reimbursement of Expenses. You shall be reimbursed for all
reasonable and necessary expenses paid or incurred by you in the performance of
your duties. You shall acquire approval by your manager, as identified on
Exhibit A, prior to incurring any reimbursable expenses. You shall provide
FinancialContent with original receipts of such expenses.
1
4.3 Withholdings. All compensation paid to you under this
Agreement, including payment of salary and taxable benefits, shall be subject to
such withholdings as may be required by law or FinancialContent's general
practices.
4.4 Benefits. As a full-time employee you will be subject to
FinancialContent's benefits policies as such policies are in effect from time to
time as set forth in XxxxxxxxxXxxxxxx.xxx, Inc.'s Employee Handbook, version
0001, and shall be offered the opportunity to participate in any benefit
programs offered to the extent such benefits are offered to other regular
full-time executive employees. You agree to sign FinancialContent's Employee
Acknowledgement Form upon receipt of XxxxxxxxxXxxxxxx.xxx, Inc.'s Employee
Handbook, version 0001 as a condition of your employment.
4.5 Stock Options. FinancialContent does not currently offer stock
options to employees. If the shareholders of FinancialContent adopt a resolution
providing stock options to employees, whether incentive stock options or an
employee stock purchase plan, or if the board of directors adopts non-statutory
stock options, you will be offered an opportunity to participate in any such
options plan to the same extent provided to all other executive employees of
FinancialContent. FinancialContent makes no guarantee that the shareholders or
the board of directors will adopt a resolution approving a stock options plan.
5. At-Will Employment. Either party may terminate this Agreement by
written notice at any time for any reason or for no reason. This Agreement is
intended to be and shall be deemed to be an at-will employment agreement and
does not constitute a guarantee of continuing employment for any term.
6. Nondisclosure Agreement. You agree to sign FinancialContent's standard
Employee Nondisclosure Agreement and Proprietary Rights Assignment and Limited
Exclusion Notification as a condition of your employment. We wish to impress
upon you that we do not wish you to bring with you any confidential or
proprietary material of any former employer or to violate any other obligation
to your former employers.
7. Authorization to Work. Because of Federal regulations adopted in the
Immigration Reform and Control Act of 1986, you will need to present
documentation demonstrating that you have authorization to work in the United
States.
8. Further Assurances. Each party shall perform any and all further acts
and execute and deliver any documents that are reasonably necessary to carry out
the intent of this Agreement.
9. All notices or other communications required or permitted by this
Agreement or by law shall be in writing and shall be deemed duly served and
given when delivered personally or by facsimile, air courier, certified mail
(return receipt requested), postage and fees prepaid, to the party at the
address indicated in the signature block or at such other address as a party may
request in writing.
10. Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the State of California; as such laws are applied to
agreements between residents of California to be performed entirely within the
State of California.
11. Entire Agreement. This Agreement sets forth the entire Agreement
between the parties pertaining to the subject matter hereof and supersedes all
prior written agreements, and all prior or contemporaneous oral Agreements and
understandings, express or implied.
2
12. Written Modification and Waiver. No modification to this Agreement, nor
any waiver of any rights, shall be effective unless assented to in writing by
the party to be charged, and the waiver of any breach or default shall not
constitute a waiver of any other right or any subsequent breach or default.
13. Assignment. This Agreement is personal in nature, and neither of the
parties shall, without the consent of the other, assign or transfer this
Agreement or any rights or obligations under this Agreement, except that
FinancialContent may assign or transfer this Agreement to a successor of
FinancialContent's business in the event of the transfer or sale of all or
substantially all of the assets of FinancialContent's business; provided, that
in the case of any assignment or transfer under the terms of this Section, this
Agreement shall be binding on and inure to the benefit of the successor of
FinancialContent's business, and the successor of FinancialContent's business
shall discharge and perform all of the obligations of FinancialContent under
this Agreement .
14. Severability. If any of the provisions of this Agreement are determined
to be invalid, illegal, or unenforceable, such provisions shall be modified to
the minimum extent necessary to make such provisions enforceable, and the
remaining provisions shall continue in full force and effect to the extent the
economic benefits conferred upon the parties by this Agreement remain
substantially unimpaired.
15. Arbitration of Disputes. Any controversy or claim arising out of or
relating to this contract, or the breach thereof, shall be settled by
arbitration administered by the American Arbitration Association under its
National Rules for the Resolution of Employment Disputes, and judgment upon the
award rendered by the arbitrator(s) may be entered by any court having
jurisdiction thereof.
We look forward to continuing what we hope will remain a mutually satisfying
work relationship.
Sincerely,
FinancialContent, Inc.
By: /s/ Xxxx Xxxxxxx
----------------------------
Xxxx Xxxxxxx,
Corporate Secretary
Acknowledged, Accepted and Agreed,
Date: 7/30/01
-------------
/s/ Wing Yu
-------------
Wing Yu
3
EXHIBIT A
JOB DESCRIPTION
1. Position: Chief Executive Officer
2. Your Manager: n/a. You report directly to the Board of Directors
3: Your Duties:
o Strategic planning;
o Financial analysis;
o Budgeting, compliance;
o Supervision of the daily operations of the company; and
o Other tasks that may be required of you by the Board of Directors.
4. Your Compensation: Your salary shall be paid monthly on the last day of the
month worked. Your annual base salary shall be 72,000.00, or $6,000.00 per
month.
5. Schedule: You shall work five days per week, Monday thru Friday, eight hours
per work day.
4
ADDENDUM TO THE MANAGEMENT AND CONSULTING AGREEMENT
This Addendum to the Management and Consulting Agreement ("Agreement") is made
and entered into on May 28, 2002 ("Effective Date") by and between
FinancialContent, Inc., a Delaware corporation ("Company") and SharpManagement,
LLC, a Delaware LLC ("SharpManagement"). Any previously executed Addendums to
the Management and Consulting Agreement between the parties are hereby null and
void.
Whereas, the Company and SharpManagement executed a Management and Consulting
Agreement ("Agreement") on May 17, 2000, whereby SharpManagement provided
services to the Company in exchange for a monthly fee and common stock of the
Company;
Whereas, the one-year term under the Agreement expired on January 10, 2001, and
wanting to continue the relationship, the Company and SharpManagement executed
an Addendum to Management and Consulting Agreement which extended the Agreement
for one year and restated the compensation payable to SharpManagement;
Whereas, the Addemendum to Management and Consulting Agreement expired on
January 10, 2002, and SharpManagement has continued to provide services to the
Company under the Addendum and the Company has continued to accept such
services;
Whereas, the Company and SharpManagement desire to extend the Agreement for an
additional one-year term subject to the restated terms set forth below:
Now therefore, in consideration duly noted herein, the Company and
SharpManagement (collectively the "Parties") agree as follows:
All terms and conditions of the Agreement (attached hereto) entered into on May
17, 2000, shall be adopted and shall be given continuity to this Addendum,
excluding the terms and conditions under paragraphs 2 and 4, and Exhibit A,
which shall be modified as follows:
2. Compensation. The Company shall pay SharpManagement $5,000.00 per month
for the term of the one-year extension period retroactive to January
10, 2002..............
4. Term. This Addendum shall begin with the Effective Date of January 10,
2002 and shall continue for one year from such date. The term shall not
automatically renew.............
Exhibit A.
DESCRIPTION OF SERVICES
1
Responsibilities as CSO. Xxxx shall have all responsibilities as the Chief
Strategy Officer of the Company. These responsibilities shall include, but shall
not be limited to, the following:
Xxxx shall assist in setting overall objectives, approving plans and programs of
operation, shall advise on matter of mergers, acquisitions, consolidations,
financing, and shall advise on and assist with formulating general operating
policies.
...................
Company: SharpManagement:
FinancialContent, Inc. 000 Xxxxxxx Xxxx., Xxxxx 000
000 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000
Xxxxxxxx, XX 00000
By: /s/ Wing Yu By: /s/ Xxxxxxx Xxxx
---------------------- ---------------------------------
Wing Yu, CEO Xxxxxxx Xxxx, Managing Member
