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EXHIBIT 10.1
November __, 1996
_______________________________
▇/▇ ▇▇▇▇▇▇▇ Interactive Publishing, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Employment Agreement
Dear______________:
Piranha Interactive Publishing, Inc., a Nevada corporation (the
"Corporation"), recognizes that your contribution to the growth and success of
the Corporation has been substantial and desires to assure the Corporation of
your continued employment. The Corporation understands that you desire to
continue to serve the Corporation on the terms set forth in this letter (the
"Agreement"). In consideration of the promises hereafter set forth, the
Corporation and you agree as follows:
1. Employment. The Corporation agrees to continue your
employment, and you agree to continue to serve the Corporation, subject to the
terms and conditions set forth herein.
2. Term of Agreement. This Agreement shall have a term of
three (3) years ("Term") commencing on the Effective Date (as defined in
Subsection 9(e)(3)) and expiring at 5:00 p.m. (Phoenix, Arizona time) on October
31, 1999; provided, however, that the provisions of Section 8 shall survive the
termination of this Agreement.
3. Position and Duties. During the term of this Agreement, you
shall serve as _______________________________________________________ of the
Corporation. In such capacity, you shall fulfill the duties and responsibilities
of such office(s) as they exist as of the date hereof. You agree to devote your
full time, skill and attention to the business of the Corporation during normal
business hours to the extent necessary to discharge the duties and
responsibilities assigned to you hereunder. If the Corporation believes you have
breached your responsibilities and/or duties under this Section 3, it must
deliver to you a written notice specifically identifying the manner in which the
Corporation believes that you have failed to
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substantially perform your duties and/or carry out your responsibilities. The
Corporation shall grant you thirty (30) days from the date you receive such
notice to adequately cure such deficiency and continue to resume performance of
your responsibilities and/or duties.
4. Compensation.
a. Base Salary. Effective as of November 1, 1996 and
during the Term hereof, you shall receive a minimum base salary ("Base Salary")
of no less than the rate of $_______ per year. Your Base Salary shall be
reviewed at least annually by the Board of Directors (the "Board"), or by a
Compensation Committee of the Board, if one has been appointed by the Board (the
"Committee"), and shall be increased at the discretion of the Board; provided,
however, that at a minimum, your Base Salary shall be increased each year,
commencing on November 1, 1997, by an amount equal to the Base Salary multiplied
by the increase in the national Consumer Price Index as compared to the prior
twelve (12) month period. Any increase in your Base Salary or other compensation
shall in no way limit or reduce any other obligation of the Corporation
hereunder, and once established at an increased rate, your Base Salary shall not
thereafter be reduced. After withholding and other required deductions, your
Base Salary shall be paid in equal installments in accordance with the policies
of the Corporation as may be established from time to time. Any reference herein
to the Board shall, where appropriate, encompass the Committee, if one has been
appointed.
b. Bonuses. You shall be eligible to receive bonuses
from time to time in accordance with any bonus plan adopted by the Board, in
such amounts as shall be determined by the Board.
c. Expenses. During the term of your employment
hereunder, you shall be entitled to prompt reimbursement for all ordinary and
necessary business expenses incurred by you in furtherance of the Corporation's
business and in accordance with the policies and procedures of the Corporation,
as amended from time to time.
d. Benefits. You shall be entitled to receive a package
of benefits which includes all of the programs, plans and perquisites currently
provided to you by the Corporation as they may exist from time to time.
5. Termination. You shall be entitled to the benefits provided
in Subsection 6(d) hereof upon termination of your employment during the
remaining term of this Agreement, if any, unless such termination is (i) because
of your Disability (as hereafter defined), (ii) by the Corporation for Cause (as
hereafter defined) or (iii) by you other than for Good Reason (as hereafter
defined).
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a. Disability. If, as a result of your incapacity due to
physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Corporation for six (6) consecutive months,
and within thirty (30) days after the Corporation gives you written notice of
termination you shall not have returned to the full-time performance of your
duties, the Corporation may terminate your employment for "Disability."
b. Cause. Termination by the Corporation of your
employment for "Cause" shall mean termination upon (i) your conviction of a
felony, or (ii) your failure to cure, or commence curing and diligently pursue
thereafter, a specified deficiency in the performance of your duties and/or
responsibilities within the thirty (30) day period described in Section 3
hereof.
c. Good Reason. You shall be entitled to terminate your
employment for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean, without your express written consent, any one or more of the following:
(1) the assignment to you of any duties which are
inconsistent with, or a material reduction of powers or functions associated
with, your position, duties, responsibilities and status with the Corporation, a
material change in your reporting responsibilities or in the conditions of your
employment, or improper intervention in your ability to perform the duties and
responsibilities that have been assigned to you under this Agreement, except in
connection with your termination of employment by the Corporation for Cause or
for Disability. If you resign your employment with the Corporation within one
hundred twenty (120) days after a Change of Control (as defined in Subsection
9(e)(2) below) for reasons specified in this Subsection 5(c)(1), it shall be
deemed to be a determination made in good faith and for Good Reason;
(2) a reduction by the Corporation in your Base
Salary as in effect on the date hereof or as the same shall be increased as
provided herein;
(3) the failure of the Corporation to cause any
successor to expressly assume and agree to perform this Agreement pursuant to
Subsection 9(a) hereof;
(4) any purported termination by the Corporation
of your employment that is not effected by a Notice of Termination (as defined
in Subsection 9(e)(4)) pursuant to Subsection 5(d) hereof and/or for grounds not
constituting Cause.
d. Notice of Termination. Any termination by the
Corporation for Cause or by you for Good Reason shall be communicated by Notice
of Termination to the other party hereto.
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e. Date of Termination. "Date of Termination" shall mean
the date specified in the Notice of Termination, where required, or in any other
case the date upon which you cease to perform services for the Corporation;
provided that if within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the basis for termination set forth therein,
the Date of Termination shall be the date finally determined to be the Date of
Termination, either by mutual written agreement of the parties or by a final
judgment, order or decree of a court of competent jurisdiction (which is not
appealable or the time for appeal therefrom having expired and no appeal having
been perfected).
6. Compensation Upon Termination or During Disability. Upon
termination of your employment or during a period of Disability you shall be
entitled to the applicable benefits set forth below:
a. During any period in which you fail to perform your
full-time duties with the Corporation as a result of incapacity due to
Disability, you shall (i) receive your Base Salary at the rate in effect at
commencement of any such period until the earlier of six (6) months from the
commencement of such period or your employment is terminated pursuant to
Subsection 5(a) hereof; and (ii) at the option of the Corporation, receive
either (A) a lump sum payment equal to one (1) year of your Base Salary in
effect on the date your employment is terminated plus an amount equal to the
average of all bonuses paid to you during the three (3) years preceding the date
your employment is terminated pursuant to Section 5(a) hereof (collectively, the
"Disability Amount"), or (B) payment of the Disability Amount in twelve (12)
equal monthly installments commencing one month from such termination date.
Thereafter, your benefits shall be determined in accordance with the
Corporation's retirement, insurance and other applicable programs and plans then
in effect. Anything in this Subsection 6(a) to the contrary notwithstanding, any
payments of Base Salary under this Agreement for any period during which you
receive payment under any short or long-term disability plans for which premiums
are paid by the Corporation shall be reduced by the amount of such disability
payments.
b. If your employment shall be terminated by the
Corporation for Cause or by you other than for Good Reason, the Corporation
shall pay you your full Base Salary through the Date of Termination at the rate
in effect at the time Notice of Termination is given or on the Date of
Termination if no Notice of Termination is required hereunder, together with
accrued vacation pay, if any, and the Corporation shall have no further
obligation to you under this Agreement.
c. If your employment terminates by reason of your
death, your benefits shall be determined in accordance with the Corporation's
survivors' benefits, insurance
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and other applicable programs and plans then in effect and all benefits payable
under this Agreement shall cease.
d. If your employment is terminated (i) by the
Corporation other than for Cause or Disability or (ii) by you for Good Reason,
then you shall be entitled to the following benefits:
(1) the Corporation shall pay you your full Base
Salary together with any bonuses that have accrued but have not been paid
through the Date of Termination at the rate in effect at the time Notice of
Termination is given, or the Date of Termination where no Notice of Termination
is required;
(2) in lieu of any further salary payment to you
for periods subsequent to the Date of Termination through the remaining term of
this Agreement, the Corporation shall, at its option; either (i) pay you a lump
sum payment equal to the product of your annual Base Salary as in effect
immediately prior to the occurrence of the circumstances giving rise to your
termination, multiplied by _______ (___), together with an amount equal to the
average of all bonuses paid to you for the three (3) years of your employment by
the Corporation immediately preceding the year in which the Date of Termination
shall occur (the "Severance Amount"), or (ii) pay you the Severance Amount in
_____ (__) equal monthly installments commencing on the first day of the month
following the month in which the Date of Termination shall occur; and
(3) the Corporation shall maintain in full force
and effect for your continued benefit and the benefit of your eligible
dependents and beneficiaries, until the first to occur of (i) your attainment of
alternative employment or (ii) ____ (_) years from the Date of Termination, the
employee benefits under the Corporation's benefit plans that you or they were
eligible to receive immediately prior to the Date of Termination, subject to the
terms and conditions of such benefit plans; provided that your continued
participation or the participation of such eligible dependents or beneficiaries
is possible under the general terms and provisions of such benefit plans. In the
event that your participation or the participation of such eligible dependents
or beneficiaries in any such benefit plan is barred, the Corporation shall
arrange to provide you and such eligible dependents or beneficiaries with
benefits substantially similar to those to which you and such eligible
dependents or beneficiaries are entitled under such benefit plans for the period
stated above. At the end of the period of coverage, you shall have the option to
have assigned to you, at no cost and with no apportionment of prepaid premiums,
any assignable insurance policy owned by the Corporation and relating
specifically to you.
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(4) anything contained in this Agreement to the
contrary notwithstanding, if your employment is terminated by the Corporation by
reason of a Change of Control (as defined in Subsection 9(e)(2) below), you
shall be entitled to be paid the following:
(i) in accordance with Subsection 6(d)(1);
and
(ii) in lieu of any further salary payment
to you for the period subsequent to the Date of Termination through the
remaining term of this Agreement, the Corporation shall pay you a lump sum
payment equal to two (2) times your annual Base Salary in effect immediately
prior to such termination; and
(iii) the benefits provided in Subsection
6(d)(3) until the earlier of two (2) years from the Date of Termination or you
obtain alternate employment.
e. The payments provided for in Subsections 6(d)(1),
6(d)(2)(i) and 6(d)(4) shall be made by the Corporation to you not later than
the fifth (5th) business day following the "Date of Termination."
f. You shall not be required to mitigate the amount of
any payment provided for in this Section 6, including but not limited to,
seeking other employment, nor shall the amount of any payment provided for in
this Section 6 be reduced by any compensation earned by you as a result of
employment by another employer after the Date of Termination, or otherwise.
7. Personal Guarantees. Upon termination of your employment
hereunder, whether with or without Cause or Good Reason, or upon your death or
Disability, the Corporation shall indemnify you from all claims, costs and
expenses related to personal guarantees of any leases, loans, debts,
obligations, or similar instruments, which you have undertaken with respect to
the Corporation. In addition, the Corporation shall use its best efforts to
secure the release of all such personal guarantees.
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8. Covenant Not to Compete; Confidential Information.
a. Interest to be Protected.
(1) The parties acknowledge that during the term
of your employment as set forth in this Agreement, you will perform essential
services for the Company. In this regard, you will be exposed to, have access
to, and be required to work with, a considerable amount of the Company's
confidential and proprietary information, including but not limited to:
information concerning the Company's methods of operation, product development
plans and launch dates, financial information, strategic planning, operational
budget and strategies, payroll data, computer systems, marketing plans and
strategies, merger and acquisition strategies, and customer data base. The
parties expressly recognize that should you divulge this or other confidential
information to competitors of the Company, or to the parties outside the Company
generally, or use such information for the your personal behalf or to compete
with the Company in any manner whatsoever, it could seriously impair the good
will and diminish the value of the Company's business. As a result, you agree
hereafter not to divulge any Company proprietary and/or confidential information
to any competitors of the Company or to parties outside the Company generally or
to use such information for your personal benefit or to compete against the
Company in any manner whatsoever. You are also specifically restricted from
working for a period of ________ (___) years from the Date of Termination for
another computer software publisher.
(2) Ownership Interest in Competing Entity. Until
the earlier of the expiration of this Agreement or any Termination Date, you may
not directly or indirectly own stock or have other interest in any corporation
or other entity engaged in a business competitive directly or indirectly with
the business of the corporation as it may exist as of the Date of Termination of
your employment, provided however, that the foregoing prohibition shall not
apply to your ownership of not in excess of three percent (3%) of an equity or
indebtedness interest in any entity quoted on The Nasdaq Stock Market or listed
on any national stock exchange.
b. Employee's Obligations Regarding Confidential
Information. You have in the past and may in the future develop, obtain or learn
about confidential information which is the property of the Company or which the
Company is under obligation not to disclose. You agree to use your best efforts
and the utmost diligence to guard and protect said information, to treat such
information as confidential, and you agree that you will not, during or
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after the period of your performing services for the Company, use for your
personal benefit or the benefit of any third party, or divulge to any third
party any of said confidential information unless authorized to do so by the
Company in writing. You further agree that if this Agreement is terminated for
any reason, you will leave with the Company or return to the Company, all
documents, records and papers, originals and copies, and all matters of whatever
nature which bear or may bear the Company's confidential information or which is
in any way related, directly or indirectly, to the Company.
c. Definition of Confidential Information. For the
purposes of this Agreement, the term "confidential information" shall include
but not be limited to the following: product content; designs and development
plans; pricing policies; business plans; financial statements and financial
information, including accounts payable and receivable; proprietary knowledge
and ideas, including products in development but not yet released and product
launch dates; the contents of customers' and clients' files or portfolios;
computer software, including all rights under licenses and other contracts
relating thereto; source code and all documents relating thereto; all
intellectual property, including without limitation all trademarks, trademark
registrations and applications, service marks, copyrights, patents, trade
secrets, proprietary marketing information and know-how; books and records,
including lists of customers and the registered user data base; credit reports;
sales records; price lists; sales literature; advertising material; manuals;
processes; technology; designs, statistics data; manuals; techniques; or any
information of whatever nature which gives to the Company an opportunity to
obtain an advantage over its competitors who do not know or use, but it is
understood that said terms do not include knowledge, skills or information which
is common to your trade or profession. All confidential information shall remain
the property of the Company during and after your term of Employment with the
Company.
d. Return of Property Upon Termination. Upon termination
of employment, you agree to promptly return to the Company all customer records,
charge cards, all confidential information as defined in Subsection 6(c) above,
and all other documents, equipment and property pertaining to the business of
the Company. You further agree that you will not at any time use any information
acquired by you during the term of this Agreement in a manner contrary to the
interest of the Company, nor will you take any action which may directly or
indirectly induce any person to terminate his or her relationship with the
Company.
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e. Employee Manual. You acknowledge and understand that
any employee manual which may be created and issued to you by the Company
setting forth Company policies and procedures shall not constitute a contract
between the Company and you and shall not amend or supersede this Agreement.
Only documents specifically referencing this Agreement and specifically stating
that they constitute an amendment to this Agreement, signed by you and the
President of the Company, shall constitute an amendment to this Agreement.
f. Non-Solicitation of Other Employees. You further
agree that during the Term of the Agreement and for _____ (__) years following
the Date of Termination that you will not directly or indirectly solicit any
employee of the Company to leave the employment of the Company in order to
become associated in any manner with any entity with which you are then or may
thereafter be associated, or directly or indirectly arrange or facilitate the
employment of any employee of the Company by an entity engaged in a business
directly or indirectly competitive to that of the Company.
g. Injunctive Relief for Breach. In the event of a
breach or threatened breach by you of any provision or provisions of this
Section 8, the Company shall be entitled to apply to any court with competent
jurisdiction for an injunction, without the need to post a bond or other
security, restraining you from violation of such terms or provisions of this
Section 8. Nothing herein, however, shall be construed as prohibiting the
Company from pursuing any other remedies available to the Company for such
breach or threatened breach, including the recovery of damages from you.
9. Miscellaneous
a. Successors; Binding Agreement.
(1) The Corporation shall cause any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Corporation or of
any division or subsidiary thereof employing you, to expressly assume and agree
to perform this Agreement in the same manner and to the same extent to which the
Corporation would be required to perform this Agreement had no such succession
taken place. Failure by the Corporation to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle you to compensation in the same amount and on the
same terms as you would be entitled hereunder had you terminated your employment
for Good Reason after a Change of Control,
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except that for purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the Date of Termination.
(2) This Agreement shall inure to the benefit of
and be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If you
should die while any amount would still be payable to you hereunder had you
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to your devisee, legatee or
other designee or, if there is no designee, to your estate.
b. Indemnification.
(1) The Corporation is aware that upon the
occurrence of a Change of Control, the Board or a shareholder of the Corporation
may then cause or attempt to cause the Corporation to refuse to comply with its
obligations under this Agreement, or may cause or attempt to cause the
Corporation to institute, or may take, or attempt to take, other actions to deny
you the benefits intended under this Agreement. In these circumstances, the
purposes of this Agreement would be frustrated. It is the intent of the
Corporation that you should not be required to incur the expenses associated
with the enforcement of your rights under this Agreement by litigation or other
legal action because the cost and expense thereof would substantially detract
from the benefits intended to be extended to you hereunder, nor should you be
bound to negotiate any settlement of your rights hereunder under threat of
incurring such expenses. Accordingly, if following a Change of Control it
appears to you that the Corporation has failed to comply with any of its
obligations under this Agreement or if the Corporation or any other person takes
any action to declare this Agreement void or unenforceable, or institutes any
litigation or other legal action designed to deny, diminish or to recover from
you the benefits intended to be provided to you hereunder, then, provided that
you have complied with all of your material obligations under this Agreement,
the Corporation shall indemnify you for all legal costs and fees (including
without limitation, attorneys' fees, retainers, court costs, charges for
transcripts, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage and delivery service
fees, and all other out-of-pocket expenses) incurred by you in defending or
asserting your rights under this Agreement after a Change of Control of the
Corporation. The Corporation hereby irrevocably authorizes you from time to time
to retain counsel of your choice at the expense of the Corporation to represent
you in connection with the initiation or defense of any litigation or other
legal action, whether by or against the Corporation or any director, officer,
shareholder or other person, in any jurisdiction. Notwithstanding any existing
or prior attorney-client relationship between the Corporation and
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such counsel, the Corporation irrevocably consents to your entering into an
attorney-client relationship with such counsel, and in that connection the
Corporation and you agree that a confidential relationship shall exist between
you and such counsel. The reasonable fees and expenses of counsel selected by
you pursuant hereto shall be paid or reimbursed to you by the Corporation on a
regular, periodic basis upon presentation by you of a statement or statements
prepared by such counsel in accordance with its customary practices.
(2) The Corporation further agrees to pay
pre-judgment interest on any money judgment obtained by you calculated at the
prime interest rate established by Bank of America National Trust and Savings
Association (or another comparable national financial institution if no prime
interest rate is available from Bank of America) in effect from time to time
from the date that payments to you should have been made under this Agreement
until the date that such payments are made; provided, however, that the
Corporation shall use the prime interest rate first published by Bank of America
National Trust and Savings Association (or another comparable national financial
institution if no prime interest rate is available from Bank of America) in a
calendar month to compute interest payable with respect to any period during
such calendar month.
c. Payment Obligations Absolute; Amendment. The
Corporation's obligation to pay you the amounts provided for hereunder shall be
absolute and unconditional and shall not be affected by any circumstances,
including, without limitation, any set-off, counterclaim, recoupment, defense or
other right which the Corporation may have against you or anyone else. All
amounts payable by the Corporation hereunder shall be paid without notice or
demand. Except as expressly provided herein, the Corporation waives all rights
which it may now have or may hereafter have conferred upon it, by statute or
otherwise, to amend, terminate, cancel or rescind this Agreement in whole or in
part. Each and every payment made hereunder by the Corporation shall be final
and the Corporation shall not seek to recover all or any part of any such
payment from you or from whomsoever may be entitled thereto, for any reason
whatsoever.
d. Notices. All notices hereunder shall be in writing
and delivered personally or sent by registered or certified mail, postage
prepaid:
If to the Corporation, to: Piranha Interactive Publishing, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
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If to you, to: __________________________
__________________________
__________________________
Either party may change the address to which notices are to be sent to it by
giving ten (10) days written notice of such change of address to the other party
in the manner above provided for giving notice. If delivered in person, then
such notice shall be effective immediately; if mailed, then seventy-two (72)
hours after deposit, postage prepaid.
e. Definitions. For the purposes of this Agreement:
(1) The term "Corporation" shall mean the business
presently conducted by Piranha Interactive Publishing, Inc., whether as an
Arizona or a Nevada corporation. All references to Corporation or "Corporate"
policies, procedures, employees, benefits, criteria or standards shall include
all subsidiaries and businesses of the Corporation.
(2) The term "Change of Control" shall mean the
occurrence of any of the following events:
(a) an event required to be reported by the
Corporation by Item 1 of Form 8-K under Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, filed pursuant to Rule 13a-11 or
Rule 15d-11 thereunder or any comparable rule or regulation intended to
supersede such rules;
(b) all or substantially all of the assets
of the Corporation are sold, transferred, leased or exchanged to one or more
persons, or the Corporation consolidates or merges with another corporation
unless the Corporation or a subsidiary of the Corporation is the continuing or
surviving corporation (and the officers and directors of the surviving
corporation immediately following the event are materially the same as those of
the Corporation immediately prior thereto); or
(c) the business or subsidiary for which
your services are principally performed is sold or otherwise disposed of by the
Corporation.
(3) The term "Effective Date" shall mean November
1, 1996.
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(4) The term "Notice of Termination" shall mean a
written notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your employment
under the provision so indicated.
f. Waiver; Modification. No provision of this Agreement
may be waived, modified, discharged or amended except by an instrument in
writing signed by you and such officer as may be specifically designated by the
Board. No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument by the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any other term or condition. The
failure of either party to insist, in any one or more instances, upon strict
performance of any of the terms or conditions of this Agreement shall not be
construed as a waiver or relinquishment of any right granted hereunder or the
future performance of any such term, covenant or condition, but the obligations
of either party with respect thereto shall continue in full force and effect.
g. Governing Law. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Arizona.
h. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
i. Severability. If any term or provision of this
Agreement or the application hereof to any person or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Agreement or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. The parties shall negotiate
in good faith to modify the provisions found to be invalid or unenforceable to
preserve each party's anticipated benefits thereunder.
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j. Headings. The headings in this Agreement are inserted
for convenience of reference only and shall not be a part of or control or
affect the meaning of this Agreement.
k. Payroll and Withholding Taxes. All payments to be
made or benefits to be provided hereunder by the Corporation shall be subject to
reduction for any applicable payroll-related or withholding taxes.
l. Entire Agreement. This Agreement supersedes any and
all other oral or written agreements heretofore made relating to your Base
Salary, expense reimbursement, benefits and severance and constitutes the entire
agreement of the parties relating to the subject matter hereof, except for any
previously existing agreements to pay accrued but unpaid salary as compensation,
and accrued but unpaid expenses incurred, for services provided by you prior to
the date hereof; provided that, except as specifically provided herein, this
Agreement shall not supersede or limit in any way or affect any rights you may
have under any other of the Corporation's employee benefit plans, programs or
arrangements (including, without limitation, employee benefit plans within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974).
m. Assignment. This Agreement and the rights, interest
and benefits shall not be assigned, transferred, pledged or hypothecated in any
way and shall not be subject to execution, attachment or similar process. Any
attempt by you to assign, transfer, pledge or hypothecate or make any other
disposition of this Agreement or of such rights, interests and benefits contrary
to the foregoing provision or the levy of any attachment or similar process
thereupon, shall be null and void and without effect and shall relieve the
Corporation of any and all liability hereunder.
15
__________________
November __, 1996
Page 15
________________________________________________________________________________
If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Corporation the enclosed copy of this
letter which will then constitute our agreement on this subject.
Sincerely,
PIRANHA INTERACTIVE PUBLISHING, INC.
By:_________________________________________
(Signature)
Name:_______________________________________
(Please Print)
Title:______________________________________
(Please Print)
Agreed and accepted this
_____ day of November, 1996.
By:_________________________________
(Signature)
_________________________________
(Please Print)