Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this 6th day of March, 2000,
between WEB PARTNERS, INC., a Florida corporation ("COMPANY"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇
("EXECUTIVE").
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W I T N E S S E T H:
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WIIIEREAS, Company is engaged in the business of [WEB BASED ADVERTISING AND
WEB BASED MEASUREMENT TECHNOLOGIES] (the "COMPANY BUSINESS"); and
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WHEREAS, Executive possesses significant knowledge and information with
respect to the Company Business which knowledge and information will be
increased, developed and enhanced through Executive's employment by Company; and
WHEREAS, the parties hereto desire to enter into an agreement for Company's
employment of Executive on the terms and conditions contained in this Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT AND DUTIES. Subject to the terms and conditions of this
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Agreement, Company hereby employs Executive, and Executive hereby accepts
employment with Company. Executive will have such duties as are assigned to him
from time to time by Company and will initially serve as President, CFO and
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Director of the Company. Executive's duties will initially include: [STRATEGIC
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PLANNING, MERGERS AND ACQUISITIONS, FINANCIAL REPORTING AND OVERALL OPERATIONS
OF THE COMPANY, AND (II) ASSISTING IN ALL OTHER ASPECTS OF THE COMPANY BUSINESS,
INCLUDING PARTICIPATION IN THE FORMULATION AND IMPLEMENTATION OF BUDGETS AND
STRATEGIC AND OPERATIONAL PLANS REGARDING THE COMPANY BUSINESS] ("EXECUTIVE'S
SERVICES").
2. TERM. Except as provided below and subject to SECTION 7, Executive's
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employment pursuant to this Agreement will commence on March 06, 2000 and
continue until the date that is forty-eight (48) months from the date of this
Agreement (the "EXPIRATION DATE"). The period during which Executive is employed
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under this Agreement, whether before or after the Expiration Date, is referred
to as the "TERM." After the Expiration Date, Executive's employment under this
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Agreement will continue indefinitely, unless and until terminated on or after
the Expiration Date in accordance with Section 7. The last day on which
Executive is employed by Company, whether separation is voluntary or involuntary
and is with or without cause, is referred to as the "TERMINATION DATE."
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Exhibit 10.3
3. TIME COMMITMENT. During the Term, Executive will devote Executive's
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full business time, attention and energies to the diligent and faithful
performance of Executive's duties as an executive employee of Company. Executive
will not, without the prior written consent of Company, at any time during the
Term: (a) accept employment with, or render services of a business, professional
or commercial nature to, any other Person (as defined below); (b) engage in any
venture or activity which Company may in good faith consider to be competitive
with or adverse to Company's business, whether alone or with any other Person as
a partner, officer, director, employee, agent, shareholder, consultant, sales
representative or otherwise, except that the ownership of not more than 2% of
the publicly traded equity interests of any Person will not be deemed a
violation of this Section 3; or (c) engage in any venture or activity which the
Board of Directors of Company may in good faith consider to interfere with
Executive's performance of Executive's duties under this Agreement. As used in
this Agreement, "PERSON" means any individual, corporation, limited liability
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company, bank, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or other entity.
4. COMPENSATION. In consideration of Executive's services under this
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Agreement, Company will provide to Executive the following compensation:
4.1. SALARY. Company will pay to Executive a salary for services
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rendered during the Term at the rate of $ 180,000 per annum (the "SALARY"), to
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be earned and payable in accordance with Company's payroll practices for
similarly situated employees as in effect from time to time. The Salary will be
reviewed by Company's Board of Directors or Chief Executive Officer not less
frequently than annually, and may be adjusted upward in the sole discretion of
the Board of Directors or Chief Executive Officer.
4.2. BENEFITS. To the extent that Executive is qualified under the
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requirements of the applicable benefit plans, and subject to the terms and
conditions thereof, Executive will be entitled during the Term to participate in
any employee benefit plans generally provided by Company to its similarly
situated employees for so long as Company provides such benefit plans. In
addition, Executive will be entitled to the other benefits, allowances or
remuneration specified in EXHIBIT A to this Agreement.
4.3. EXPENSES. Company will reimburse Executive for, or pay directly,
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all reasonable business expenses incurred by Executive at the request of, or on
behalf of, Company in the performance of Executive's duties under this
Agreement, provided that Executive incurs and accounts for such expenses in
accordance with all Company policies and directives as in effect from time to
time.
4.4. VACATIONS AND HOLIDAYS. Executive will be entitled to 4 weeks paid
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vacation each calendar year in accordance with the vacation policies of Company
in effect for its Executive Officers from time to time. Vacation must be taken
by Executive at such time or times as approved by the Chairman of the Board or
Chief Executive Officer. The Executive will also be entitled to the paid
holidays and other paid leave set forth in Company's policies. Unused vacation
time will be carried over.
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Exhibit 10.3
4.5. ALTERATION IN COMPENSATION STRUCTURE. If Company makes a general
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change in its method of compensating employees of Executive's general level, by
substituting a system based in whole or in part on the profits or performance of
Company or any division thereof, or otherwise, Company will be entitled to
modify Executive's compensation under the terms of SECTIONS 4.1 and 4.6 to be
consistent with Company's general compensation method as so changed.
4.6. BONUS. Executive will be eligible for each calendar year ending
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during the Term to receive an annual discretionary bonus in accordance with
Company's bonus program, as in effect from time to time.(See Exhibit A)
5. COVENANTS OF EXECUTIVE. Executive understands and acknowledges that
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Company's ability to develop and retain trade secrets, customer lists,
proprietary techniques, information regarding customer needs and other
confidential information relating to the Company Business is of the utmost
importance to Company's success, and Executive further acknowledges that
Executive will develop and learn such information in the course of Executive's
employment and that such information would be 'useful in competing unfairly with
Company. In light of these facts and in consideration of Executive's employment
with Company and Company's agreement to compensate Executive on the terms set
forth in Section 4 of this Agreement, Executive covenants and agrees with
Company as follows:
5.1. COVENANT TO PROTECT CONFIDENTIAL INFORMATION. Executive will
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protect all Company Confidential Information (as defined below) at all times,
both during and after the Term, and will not disclose to any Person, or
otherwise use, except in connection with Executive's duties performed in
accordance with this Agreement, any Company Confidential Information. For
purposes of this Agreement, "COMPANY CONFIDENTIAL INFORMATION" means technical,
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business and other information of Company, whether or not in writing, which
derives value, economic or otherwise, from hot being generally known to the
public or to other Persons who can obtain value from its disclosure or use,
including, without limitation, technical or non technical data, compositions,
devices, methods, techniques, drawings, inventions, processes, financial data,
financial plans, product plans, lists or information concerning actual or
potential customers or suppliers, information regarding business plans and
operations, methods and plans of operation, marketing strategies, sales and
distribution plans or strategies, cost information, pricing strategies, and
acquisition and investment plans. Company Confidential Information includes
information disclosed or owned by third parties (including information of any
affiliate of Company) that is treated by Company as confidential or is subject
to an obligation of Company to treat such information as confidential, whether
such obligation is contractual or arises by operation of law. For purposes of
this Agreement, confidential business information that does not constitute a
trade secret under applicable law will not be treated as Company Confidential
Information under this Agreement after the second anniversary of the Termination
Date, but will remain subject to any other limitation on use or disclosure under
any other agreement, applicable law, or otherwise.
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Exhibit 10.3
5.2. COVENANT NOT TO COMPETE. Executive will not, except on behalf of
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Company or an affiliate of Company, at any time during the period commencing on
the date of this Agreement and continuing for a period of one year after the
Termination Date (provided, however, that Executive's obligations under
subsection (a) below shall terminate as of the Termination Date if Company
terminates Executive without cause) directly or indirectly, whether alone-or
with any other person as a partner, officer, director, employee, agent,
shareholder, consultant, sales representative or otherwise:
(a) perform the functions specifically identified in Section 1 on
behalf of any person providing goods or services identical to or reasonably
substitutable for the goods or services sold in the Company's business
("Competing Products") within the states of Florida, Georgia, Alabama,
Tennessee, South Carolina, North Carolina or Virginia, or New York.
(b) solicit, or assist in the solicitation of, any person who is, or
was during the period of Executive's employment with Company, a customer of
Company, for the purpose of selling such person Competing Products, whether or
not Executive, or any other employee of Company directly or indirectly under
Executive's supervision, has had contact with such person on behalf of Company,
or
(c) solicit; or assist in the solicitation of, any person employed or
engaged by Company in any capacity (including without limitation as an employee
or independent contractor), to terminate such employment or other engagement,
whether or not such person is employed or engaged pursuant to a contract with
Company and whether or not such person is employed or otherwise engaged at will,
or
(d) disparage the Employer or any of its shareholders, directors,
officers, employees, or agents.
5.3. NOTIFICATION. Executive will, while the covenants in this Section
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5 are in effect, give notice to Company, within ten days after accepting any
other employment, of the identity of Executive's new employer.
6. INVENTIONS, COPYRIGHTS, ETC.
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Exhibit 10.3
6.1. Inventions. Executive will disclose promptly to Company, and only to
Company, any invention or idea of Executive (developed alone or with others)
conceived or made during Executive's employment by Company and Company will
receive the same in confidence. Executive assigns to Company any such invention
or idea in any way connected with Executive's employment or related to Company's
business, research or development, or demonstrably anticipated research or
development, and will cooperate with Company and sign all documents deemed
necessary by Company to enable it to obtain, maintain, protect and defend
patents covering such inventions and ideas and to confirm Company's exclusive
ownership of all rights in such inventions, ideas and patents, and irrevocably
appoints Company as Executive's agent to execute and deliver any assignments or
documents Executive fails or refuses to execute and deliver promptly, this power
and agency being coupled with an interest and being irrevocable. Executive
represents and warrants that Executive is not and will not become a party to any
agreement or subject to any other obligation that (a) would require Executive to
assign to any Person other than Company any right, title or interest in any
invention or idea that Executive is or will be required to assign to Company
under this Agreement or (b) would be breached or violated by, or is otherwise
inconsistent with Executive's entering into and performing under, the provisions
of this Section 6.1.
6.2. WORK FOR HIRE ACKNOWLEDGMENT; ASSIGNMENT. Executive acknowledges
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that Executive's work on and contributions to documents and other expressions in
tangible media, including magnetic media and other forms of computer storage
(collectively, "Works"), are within the scope of Executive's employment and part
of Executive's duties and responsibilities for Company and its affiliates, and
are, and at all times will be regarded as, "work made for hire" as that term is
used in the United States Copyright Laws. Without limiting this acknowledgment,
Executive assigns, grants, and delivers exclusively to Company all rights,
title, and interests in and to any such Works, and all copies and versions
thereof, including all copyrights and renewals. Executive will execute and
deliver to Company, its successors and assigns, any assignments and documents
Company requests for the purpose of establishing, evidencing, and enforcing or
defending its complete, exclusive, perpetual, and worldwide ownership of all
rights, title, and interest of every kind and nature, including all copyrights,
in and to the Works, and Executive constitutes and appoints Company as its agent
to execute and deliver any assignments or documents Executive fails or refuses
to execute and deliver, this power and agency being coupled with an interest and
being irrevocable.
6.3. POSSESSION AND RETURN OF COMPANY DOCUMENTS AND EQUIPMENT.
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Executive will not remove from Company's premises (except to the extent such
removal is for purposes of the performance of Executive's duties at home or
while traveling, or except as otherwise specifically authorized by Company), any
files, customer lists, price lists, bids, specifications, forms, software,
financial data, papers or other documents, including all copies of the foregoing
(including those contained in magnetic media or other forms of computer
storage); any computers, modems, diskettes, samples, credit cards, keys,
security passes, tools, vehicles, or equipment; or any other materials or items
that relate to Company's business or Executive's employment with Company, all of
which at all times will be the property of Company unless otherwise agreed by
Company in writing ("COMPANY PROPERTY"). At the end
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Exhibit 10.3
of the Term, or at any time upon Company's request, Executive will deliver to
Company all Company Property then in Executive's possession or control.
6.4. PRIOR INVENTIONS, IDEAS AND WORKS. Any and all inventions, ideas
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and works in which Executive has any right, title or interest, and which were
previously made, created or conceived by Executive (alone or with others), and
which have not been (a) described in a patent application filed in any patent
office or (b) published, are identified on Exhibit B attached to this Agreement.
7. TERMINATION.
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7.1. BY EITHER PARTY ON OR AFTER THE EXPIRATION DATE. Either party may
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terminate Executive's employment under this Agreement, with or without cause,
effective on or after the Expiration Date, by giving the other party not less
than 90 days prior written notice thereof
7.2 OTHER TERMINATION WITHOUT CAUSE. Executive's employment under this
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Agreement will terminate immediately upon the occurrence of one of the following
events:
(a) the death of Executive; or
(b) delivery of written notice of termination by Company after
Executive has become unable to perform Executive's services by reason of illness
or incapacity, which illness or incapacity results in Executive's failure to
discharge Executive's duties under this Agreement for an aggregate total of
ninety (90) days (whether consecutive or nonconsecutive) during any one hundred
eighty (180) day period.
7.3. BY EXECUTIVE FOR CAUSE. Executive will have the right to terminate
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Executive's employment under this Agreement on written notice to Company if
Company has: (a) failed to make any payments due to Executive under this
Agreement and such failure has not been cured within [10 days] after Executive
has delivered written notice of such failure from Executive to Company, or (b)
otherwise materially breached this Agreement and such breach has not been cured
within [30 days] after Executive has delivered written notice of such breach to
Company.
7.4. BY COMPANY FOR CAUSE. Company will have the right to terminate
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Executive's employment under this Agreement at any time on written notice to
Executive if Executive has: (a) committed any act which, if prosecuted, would
constitute a felony, or committed or been convicted of, or pleaded no contest
to, any crime or act of dishonesty, fraud or moral turpitude or intentional
illegal discrimination or harassment; (b) engaged in any conduct which is in
reckless disregard of the Company Business or materially injurious to
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Exhibit 10.3
Company or its affiliates; (c) materially or habitually neglected Executive's
duties under this Agreement; (d) failed to perform or observe any provision of
this Agreement, any Company policies of general application from time to time in
effect or any substantial lawful obligation of Executive's employment under this
Agreement, and such failure has not been cured within 10 days after written
notice from Company to Executive; (e) appropriated (or attempted to appropriate)
a material business opportunity of Company, including any attempt to secure any
personal profit in connection with any transaction entered into on behalf of
Company; (f) breached any other agreement or instrument in favor of Company or
any affiliate of Company, and such breach has not been cured within 10 days
after written notice from Company to Executive; or (g) knowingly made or failed
to correct a misstatement of a material--fact in or in connection with this
Agreement or any other agreement, instrument, certificate, application or
document with or in favor of Company or any affiliate of Company.
8. OTHER EMPLOYEES. Nothing in this Agreement will limit Company's
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discretion to employ other personnel on such terns and conditions and for such
positions as may be satisfactory to Company.
9. SETOFF. All amounts due or payable to Executive by Company pursuant
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to this Agreement are subject to reduction and offset to the extent permitted by
applicable law for any amounts due or payable to Company by Executive.
10. INSURANCE, ETC. Company may obtain, in the name and for the
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benefit of Company, such life, disability and other insurance policies on
Executive as Company may from time to time determine to be in the interest of
Company. Executive will take such medical and physical examinations which
Company may from time to time reasonably request, including any examination
required to obtain such insurance policies. Executive represents and warrants
that either with or without reasonable accommodation Executive is fully capable
of performing the essential functions of Executive's job and discharging
Executive's obligations under this Agreement.
11. NO CONFLICTING OBLIGATIONS. Executive represents and warrants that
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Executive is not subject to any non competition agreement, nondisclosure
agreement, employment agreement, or any other contract of any nature whatsoever,
oral or written, with any Person other than Company, or any other obligation of
any nature, which will or could cause a breach of or default in, or which is in
any way inconsistent with, the terms and provisions of this Agreement.
12. NOTICE TO FUTURE EMPLOYERS. Executive will, during the first
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twelve (12) months following termination of Executive's employment with Company,
whether with or without cause, inform any subsequent employers or partners,
co-ventures or other business associates of the existence and provisions of this
Agreement and, if requested, provide a copy of this Agreement to such employers
or partners, co ventures or other business associates,
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Exhibit 10.3
and Company may, at any time, notify any future employers or partners, co
ventures or other business associates of Executive of the existence and
provisions of the Agreement.
13. MISCELLANEOUS.
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13.1. AGREEMENT BINDING. This Agreement will inure to the benefit of
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and be binding upon Company and its successors and assigns, and Executive and
Executive's heirs, executors, administrators and personal representatives. This
Agreement being personal may not be assigned by Executive or by Company, except
that Company may assign its rights under this Agreement without the written
consent of Executive to any affiliate of Company or in connection with any
transfer of Company or of all or any substantial part of the Company Business
(and such assignment will not constitute a termination of Executive's employment
by Company for purposes of this Agreement) ("PERMITTED ASSIGNMENT"); provided,
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however, that such affiliate or transferee will be obligated to perform this
Agreement in accordance with its terms.
13.2. ENTIRE AGREEMENT. This Agreement, including any attachments,
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contains the entire agreement between the parties and no statement, promise or
inducement made by either party hereto, or any agent of either party, which is
not contained in this Agreement, will be valid or binding; and this Agreement
may not be enlarged, amended, modified or altered except in a writing signed by
Company and Executive and specifically referencing this Agreement. The
provisions of this Agreement do not in any way limit or abridge any rights of
Company or any affiliate under the laws of unfair competition, trade secret,
copyright, patent, trademark or any other applicable laws, all of which are in
addition to and cumulative of the rights of Company under this Agreement.
13.3. PROVISIONS SEVERABLE. If any provision or covenant of this
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Agreement is held by any court to be invalid, illegal or unenforceable; either
in whole or in part, then such invalidity, illegality or unenforceability will
not affect the validity, legality or enforceability of the remaining provisions
or covenants of this Agreement, all of which will remain in full force and
effect. If any covenant in Section 5 is held to be unreasonable, arbitrary, or
against public policy, such covenant will be considered to be divisible with
respect to scope, time, and geographic area, and such lesser scope, time, or
geographic area, or all of them, as a court of competent jurisdiction may
determine to be reasonable, not arbitrary, and not against public policy, will
be effective, binding, and enforceable against Executive.
13.4. REMEDIES. Executive acknowledges that if Executive breaches or
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threatens to breach Executive's covenants and agreements in this Agreement, then
Executive's actions may cause irreparable harm and damage to Company which could
not be adequately compensated in damages. Accordingly, if Executive breaches or
threatens to breach this Agreement, then Company will be entitled to injunctive
relief, in addition to any other rights or remedies of Company under this
Agreement or otherwise. Without limiting Company's rights under this SECTION
13.4 or any other remedies of Company, if Executive breaches any of the
provisions of SECTION 5 or 6, Company will have the right to cease making any
payments otherwise due to Executive under this Agreement.
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Exhibit 10.3
13.5. WAIVER. Failure of either party to insist, in one or more
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instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement will not be deemed a waiver or relinquishment of
any right granted in this Agreement or of the future performance of any such
term or condition or of any other term or condition of this Agreement, unless
such waiver is contained in a writing signed by the party making the waiver and
specifically referencing this Agreement.
13.6. NOTICES. All notices and other communications required or
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permitted to be given or made under this Agreement will be in writing and
delivered personally or sent by pre-paid, first class certified or registered
mail, return receipt requested, or by facsimile transmission, to the intended
recipient thereof at such recipient's address or facsimile number set forth
below:
If to Company: If to Executive:
WEB PARTNERS, INC. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No: ( ) - Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇
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With copies to: With copies to:
___________________________ ___________________________
___________________________ ___________________________
___________________________ ___________________________
___________________________ ___________________________
___________________________ ___________________________
Facsimile No: ( ) - Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇
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Any such notice or communication will be deemed to have been duly given
immediately (if given or made in person or by facsimile confirmed by mailing a
copy thereof to the recipient in accordance with this SECTION 13.6 on the date
of such facsimile), or three days after mailing (if given or made by mail), and
in proving same it will be sufficient to show that the envelope containing the
same was delivered to the delivery or postal service and duly addressed, or that
receipt of a facsimile was confirmed by the recipient as provided above. Any
Person entitled to notice may change the address(es) or facsimile number(s) to
which notices or other communications to such Person will be delivered, mailed
or transmitted by giving notice thereof to the patties hereto in the manner
provided in this Agreement.
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Exhibit 10.3
13.7. COVENANTS INDEPENDENT; SURVIVAL. (a) The covenants,
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agreements, representations, and warranties of Executive contained in this
Agreement are separate and independent from the covenants, agreements,
representations and warranties of Executive contained in any other agreement or
document in favor of Company or any of its affiliates, and this Agreement will
in no way affect or be affected by the scope or continuing validity of any such
covenant, agreement, representation or warranty of Executive.
(b) Executive's obligations pursuant to Sections 5 and 6 will survive
the Termination Date and any termination of this Agreement. Except as required
by law or the express terms of any employee benefit plan in which Executive
participates, neither Executive nor Executive's heirs, executors, administrators
or personal representatives, will be entitled to any salary, bonus or other
compensation or any benefits during or for any period after the Termination
Date.
13.8. COUNTERPARTS. This Agreement may be executed simultaneously in
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two or more counterparts, each of which will be deemed an original, and it will
not be necessary in making proof of this Agreement to produce or account for
more than one such counterpart.
13.9. HEADINGS. Section and other headings contained in this
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Agreement are for reference purposes only and are in no way intended to define,
interpret, describe or otherwise limit the scope, extent or intent of this
Agreement or any of its provisions.
13.10. WITHHOLDING. Anything in this Agreement to the contrary
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notwithstanding, all payments required to be made by Company under this
Agreement to Executive will be subject to the withholding of such amounts
relating to taxes or other charges as Company may reasonably determine it should
withhold pursuant to any applicable law or regulation.
13.11. TAX CONSEQUENCES. Company will have no obligation to any Person
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entitled to the benefits of this Agreement with respect to any tax obligation
any such Person incurs as a result of or attributable to this Agreement,
including all supplemental agreements and employee benefits plans incorporated
by reference therein, or arising from any payments made or to be made under this
Agreement or thereunder.
13.12. GOVERNING LAW. This Agreement and the rights and obligations of
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the parties under this Agreement will be governed by and construed and enforced
in accordance with the laws of the State of Florida, without regard to its
principles of conflicts of law. Each party irrevocably (a) consents to the
exclusive jurisdiction and venue of the courts of Sarasota County, State of
Florida and federal courts in the Middle District of Florida, in any action
arising under or relating to this Agreement, and (b) waives any jurisdictional
defenses (including personal jurisdiction and venue) to any such action.
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Exhibit 10.3
13.13. CONSTRUCTION. The language in all parts of this Agreement will
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be construed, in all cases, according to its fair meaning, and not for or
against either party hereto. The parties acknowledge that each party and its
counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party will not be employed in the interpretation of this Agreement.
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Exhibit 10.3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
EXECUTIVE:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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(▇▇▇▇▇ ▇▇▇▇▇▇▇)
COMPANY:
WEB PARTNERS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
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Title: President
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Name: ▇▇▇▇ ▇▇▇▇
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Exhibit 10.3
EXHIBIT A
SPECIAL BENEFTTS AND REMUNERATION;
EXISTING BONUS PROGRAM
I. SPECIAL BENEFITS AND REMUNERATION: (A) The base salary will be increased
by 6% per year or by the CPI index whichever is greater. This may also be
decided by the Board of Directors.
II. Stock Option Plan: Stock Option will be governed by the Stock Option
Agreement between the Executive and Web Partners, Inc. dated Feb 25, 2000.
Additional Stock Options may be granted by the Board of Directors of Web
Partners, Inc. or the Parent Company.
III. Company Car: Web Partners, Inc. or it's parent Company will provide for
the Executive a high -line company car of Executive `s choice in Executive's
name for Executive's sole use with a monthly payment of up to $1,200 per month
grossed up 38% for taxes. Web Partners, Inc. will be responsible for all
service, maintenance and insurance. The Company will also pay for fuel and car
wash not to exceed $50.00 per week.
IV. Health Insurance: Web Partners or it's Parent Company will pay during
the term of employment the health and dental benefits for the Executive and the
family .
V. Vacations: Web Partners, Inc. or it's parent Company shall provide for
the Executive paid vacations of 4 weeks per year.
VI. Term Life Insurance: Web Partners, Inc or it's parent Company shall pay
premium for the Executive to obtain Term insurance of at least $ 500,000 grossed
up 38% for taxes. Where the beneficiary is the Spouse of the Executive or the
dependants.
VII. Severance: Web Partners, Inc. or it' parent Company will pay for the
length of the contract term( 48 months) if terminated without cause. This
payment will include the base salary, Health and dental benefits, Term Life
insurance. This will also be applicable if the Company is acquired by another
Company.
II. BONUS PROGRAM - GENERAL DESCRIPTION: Management by Objectives(MBO) of
20% annually payable per month and any other Bonuses as approved b the o f
Directors of Web Partners, Inc. or it's Parent Company.
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