Exhibit 10.20
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the 28 day of July, 1999, between ▇▇▇▇▇▇▇.▇▇▇,
Inc., a Delaware corporation (the "Corporation"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the
"Employee").
WHEREAS, the Corporation is engaged as the leading Internet portal for
telecommunications e-commerce business (the "Business"); and
WHEREAS, the Corporation desires to employ the Employee upon the terms
and conditions hereinafter set forth and also included in the Sale of Technology
Agreement dated July 28, 1999 which is incorporated herein, and the Employee
desires to accept such employment;
NOW, THEREFORE, it is agreed as follows:
1) EMPLOYMENT. The Corporation hereby employs the Employee, and the
Employee accepts employment with the Corporation, as Chief Technical
Officer.
2) SCOPE OF DUTIES. The Employee shall perform all duties required
hereunder fully, professionally and to the best of the Employee's
ability. The duties of the Employee under this Agreement shall include,
but not be limited to, the following, and as further defined in
Attachment 1
a. Assist in the management of the operations, maintenance and
upgrading of the hardware and software necessary for the
telecommunications services the company provides.
b. Manage the hardware and software maintenance for the software
and services as described in the Sale of Technology Agreement
dated July , 1999.
c. Provide development management for additional services that
the Company desires to provide including calling cards, IVR
services, and others that arise.
d. Represent the company as its Chief Technology Officer
3) COMPENSATION. As the Employee's entire compensation for all services
rendered to the Corporation hereunder, the Employee shall receive such
compensation as specified below:
a. Base Salary: The Corporation shall pay the Employee a base
yearly salary of $120,000
b. Annual Bonus: The Employee will be eligible for an annual
bonus of up to 20% of base salary
c. Option Plan: One year after the execution of this Agreement,
Employee shall receive an option to purchase 15,000 shares of
the Corporation's non-voting stock (the "Stock") at $2.50 a
share. Additionally, on the expiration date of the first and
second renewal Terms of this Agreement, Employee shall receive
in each instance an additional option to purchase 15,000
shares of Stock at $2.50 Dollar a share (collectively, all
options are referred to herein as the "Options").
4) EXCLUSIVE SERVICE. During the term of this Agreement, the Employee
shall not, either directly or indirectly, be engaged by any person or
entity other than the Corporation, or otherwise make any commitments or
engage in any activities which may conflict with the performance of the
Employee's services hereunder.
5) COPYRIGHT. The Employee hereby acknowledges and agrees that all
services rendered hereunder shall be rendered as an "employee for hire"
of the Corporation as such term is defined in the Copyright Act of the
United States, and that all results and proceeds of the Employee's
services hereunder shall be and at all times remain the sole and
exclusive property of the Corporation, forever free and clear of any
claims of the Employee, the Employee's heirs, successors,
representatives or assigns. The Employee hereby sells and assigns to
the Corporation such results and proceeds, including the copyright
therein for its full term and any extensions and renewals thereof, to
the extent such results and proceeds are not "works for hire" within
the meaning of said Copyright Act.
6) BENEFITS. The Employee shall participate in and contribute to the
Corporations health insurance and disability plan, as these may be
provided by Management.
7) VACATIONS. The Employee shall be entitled to 30 days unpaid vacation at
such reasonable times as shall be approved by Management.
8) COVENANT OF EMPLOYEE. The Employee acknowledges that the Employee's
work will give the Employee access to the confidential affairs and
proprietary information of the Corporation. Therefore, the agreements
and covenants of the Employee contained in this Section 9 are essential
to the business and goodwill of the Corporation and the Corporation
would not have entered into this Agreement but for the covenants and
agreements set forth in this Section 9. Accordingly, the Employee
covenants and agrees that:
a. During his employment the Employee shall keep secret and
retain in strictest confidence, and shall not use for his
benefit or the benefit of others, except in connection with
the business and affairs of the Corporation, all confidential
matters relating to the Company's Business, including without
limitation information relating to customers, clients,
suppliers, proprietary technology, sources of supply, customer
list, rates, commissions paid, or other data and information
about the Corporation or its Business, except with the
Corporations prior written consent.
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b. The Employee also covenants that he will deliver promptly to
the Company on termination of employment with the Corporation
for any reason, all memoranda, manuals, notes, records, data,
databases, reports and other documents in any form whatsoever,
related to the Corporation's Business, which the Employee
obtained while employed and which Employee may have under his
control.
c. The Employee acknowledges and agrees that any breach by him of
any of the provisions of Section 9 would result in irreparable
injury and damage for which money damages would not provide
adequate remedy. Therefore, if the Employee beaches, or
threatens to commit a breach of, any of the provisions of
Section 9, the Corporation shall have the following rights and
remedies: the rights and remedy to have the specified
covenants specifically enforced by any court having equity
jurisdiction and the right and remedy to require the Employee
to account for any pay over to the Corporation all
compensation, profits, monies, accruals, increments or other
benefits derived or received by him as the result of any
transactions constituting a breach of the restrictive
covenants.
9) ILLNESS: COMPENSATION CONTINUATION. The Employee is authorized to take
up-to twenty (20) good faith sick days during the Term of this
Agreement. The Corporation shall have the right to terminate this
Agreement in the event the Employee is unable, because of any illness
or physical incapacity, to perform the duties set forth herein for a
period of time in excess of the allowable sick days and vacation days.
10) TERM AND TERMINATION.
The term of this Agreement shall commence on the date hereof and shall
expire on the last day of the twenty-fourth month, (the"Term") and shall
thereafter be automatically renewed from year to year unless terminated by
mutual agreement of the parties in writing or by either party giving not less
than sixty (60) days written notice to the other party specifying the date of
termination.
11) ASSIGNMENT PROHIBITED. The services called for by the agreement are
personal in nature and may not be assigned or delegated by the
Employee. Any purported assignment contrary to the foregoing is and
shall be null and void.
12) MISCELLANEOUS.
a. This Agreement and the Sale of Technology Agreement dated
July , 1999 set forth the entire understanding of the
parties with respect to the Employee's engagement, and
supersedes any and all prior agreements, whether oral or
written.
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b. No amendments or additions to these Agreements shall be
binding unless in writing and signed by both parties, except
as herein may otherwise be provided.
c. Neither party hereto shall be deemed to waive any rights
arising by virtue of these Agreements unless such waiver is in
writing, and no such waiver shall be deemed to be a continuing
waiver of the right(s) referred to in such writing or to waive
any other rights hereunder.
d. The paragraph headings used in this Agreement are included
solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.
e. If any portion of this Agreement is found to be invalid or
unenforceable, the parties agree that such provisions be
enforced to the greatest extent permitted by law and the
remaining portions shall remain in effect.
f. This Agreement, its interpretation, performance or any breach
thereof, shall be construed in accordance with, and all
questions with respect thereto shall be determined by, the
laws of the State of New York applicable to contracts entered
into and wholly to be performed within said state. Any
controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be settled by
arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association and by judgment
upon the award rendered by the arbitrator(s) may be entered
into any court having jurisdiction thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.
▇▇▇▇▇▇▇.▇▇▇, Inc. ("Corporation")
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: COO
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Employee")
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
Title:
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