Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into this 8th day of February 2000, is by and
between ▇▇▇▇ ▇▇▇▇▇▇▇▇ (hereinafter referred to as "Employee") and Wasatch
Interactive Learning, a Utah Corporation (hereinafter referred to a "Company").
WITNESSETH
WHEREAS, the Company desires to employ the Employee; and
WHEREAS, the Employee desires to accept such employment with the Company; and
WHEREAS, the Employee and the Company desire to set forth their employment
relationship in a written agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants herein set
forth, and for other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1.00 - EMPLOYMENT
1.01 EMPLOYMENT. The Company hereby offers to employ the Employee upon the
terms and conditions hereinafter set forth and the Employee accepts such offer
and agrees to abide by the terms and conditions hereof, and the terms and
conditions of the Company's and its affiliated corporations' Articles of
Incorporation, Bylaws and Employment Policy Manuals.
1.02 DUTIES. Employee shall serve as Chief Financial Officer of the
Company. Employee shall manage all financial affairs and reporting of the
Company. Employee responsibilities shall include, but not be limited to,
accurate monthly financial statements, implementing and managing all SEC
reporting, annual reports and public and investor relations, written and oral
reports to Board of Directors, lending institutions, news releases, etc., create
and implement strategic planning and budgeting systems, assess organizational
needs and implement effective administrative procedures, and play a key role in
acquisitions.
ARTICLE 2.00 - TERM AND TERMINATION
2.01 TERM. The Company agrees to employ the Employee commencing on February
14, 2000. Such employment shall continue until terminated per this Agreement.
2.02 TERMINATION. The Company may, by giving zero (0) days notice to the
Employee, terminate this Agreement with cause, defined as written notice of any
deficiencies and an opportunity to cure said deficiencies to the satisfaction of
the Company. Notwithstanding the above, this Agreement shall terminate
immediately upon the death of the Employee, and shall terminate upon ten (10)
days notice by the Company if, because of illness or injury, Employee becomes
unable to perform services required pursuant to this Agreement with or without
reasonable accommodation as required under the Americans with Disabilities Act
of 1990. In no event shall termination of this Agreement relieve the parties
hereto of any rights or obligations that survive the termination of this
Agreement as set forth herein. The Company may, by giving ten
(10) days notice to the employee, terminate this agreement without cause. The
Employee may, by giving ten (10) days notice to the Company, terminate this
agreement.
Initials_______
ARTICLE 3.00 - COMPENSATION
3.01 SALARY. The Company covenants and agrees to pay Employee, as
consideration for his services, a salary of One Hundred Ten Thousand Dollars
($110,000.00) per year, payable in equal bimonthly installments, less payroll
deductions for income tax, FICA, withholding and any other deductions as
authorized by the Employee. For the purpose of causing Employee's compensation
to equal the reasonable value of his services to the Company, the Company may
increase the Employee's salary in any amount determined by the Company in its
sole discretion.
3.02 OPTIONS. Employee is granted options to purchase Fifty Thousand
(50,000) shares of common stock of the Company. Said options shall be vested and
exercised on the following schedule and terms:
A. 16,667 options vest on the one-year anniversary of the Employee's
employment with the Company. The Exercise Price for these options is
$5.00 per share.
B. 16,666 options vest on the two-year anniversary of the Employee's
employment with the Company. The Exercise Price for these options is
$6.00 per share.
C. 16,667 options vest on the three-year anniversary of the Employee's
employment with the Company. The Exercise Price for these options is
$8.00 per share.
3.03 BONUSES. For the purpose of causing the Employee's compensation to
equal the reasonable value of his services to the Company and to reflect any
outstanding contribution to the Company's revenue by Employee, the Company may
pay Employee, in addition to the salary for services described in Section 3.01
above, a bonus in any amount determined by the Company in its sole discretion.
The Bonus, if any, less payroll deductions for income taxes, FICA, withholding
and any other deductions authorized by the Employee, shall be paid by the
Company to the Employee at such time or times as the Company in its sole
discretion determines.
3.04 VACATION. During the term of this Agreement, the Employee shall be
entitled to an annual vacation during which time Employee's salary shall be paid
in full. Employee shall be entitled to three weeks annual vacation during the
first two years of employment and four weeks annual vacation on the third year
and subsequent years of employment.
3.05 CHANGE OF CONTROL. In the event that the Founders ("▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or
▇▇▇▇▇ ▇▇▇▇▇▇") cease to "control the Company" and their employment is terminated
as a result of said loss of control, all unvested options of the Employee shall
vest immediately at the exercise price for the year the Founders employment is
terminated
Founders ceasing to "control the Company" is defined as a subsequent material
change in Founders duties, which are materially adverse to the Founders or the
Company is acquired, merged, consolidated or otherwise adversely changed against
the Founders wishes. Resignation by the Founders following a change of control
shall constitute a termination due to loss of control for purposes of this
section.
Initials_______
ARTICLE 4.00 - SPECIFIC OBLIGATIONS OF THE PARTIES
4.01 COMPANY'S OBLIGATIONS. The Company shall provide the employee with and
pay Employee's expenses for the following:
A. Such equipment, materials and supplies as the Employee requires for
the performance of her services.
B. Costs, including tuition, meals, lodging, and transportation incurred
by the Employee as stated in the Company's Travel and Expense Policy;
and
C. Suitable offices for the performance of Employee's services.
4.02 EMPLOYEE'S OBLIGATIONS. The Employee agrees that during the term of
this Agreement, he shall:
A. Faithfully and to the best of his ability and skill serve the Company
and perform his duties pursuant to this Agreement;
B. Maintain records in the manner established by the Company; and
C. Keep current all records, reports, insurance records and clerical work
required by Company.
ARTICLE 5.00 - COVENANTS
5.01 COVENANT FOR PROTECTION OF PROPRIETARY INFORMAITON. The parties hereto
recognize that the Company and its affiliated corporations and Employee are
desirous of exchanging information during the term of this Agreement and during
the time period the Employee is employed with the Company and its affiliated
corporations relating to the financial planning, strategic plans, investments,
research, development, and marketing of technology for application in the
general field of education and that during the above periods of time, the
Company and its affiliated corporations may disclose to the Employee certain
information pursuant to this Agreement which the Company and its affiliated
corporations deem proprietary.
In order to protect said information, the parties hereto agree that during
the period of Employee's employment with the Company and its affiliated
corporations, and for a period of two (2) years from the termination date of any
employment with the Company and its affiliated corporations employee shall not
disclose information he receives or has received from the Company or its
affiliated corporations, including, but not limited to information marked
PROPRIETARY or CONFIDENTIAL or STRICTLY PRIVATE or INTERNAL DATA, to any other
person, firm or corporation, or use no less stringent degree of care to avoid
disclosure or use of such information than Employee employs with respect to his
own proprietary information which he does not wish to be disseminated, published
or disclosed.
Initials_______
The parties hereto agree that information shall not be deemed proprietary
and Employee shall have no obligation with respect to any such information
which:
A. Is already known to Employee through lawful channels of communication;
B. Is or becomes publicly known through no wrongful act of Employee;
C. Is rightfully received from a third party without similar restriction
and without breach of this Agreement;
D. Is independently developed by Employee without breach of this
agreement or of Employee's duties of loyalty to the Company;
E. Is furnished to a third party by Company and its affiliated
corporations without a similar restriction on the third party's
rights; or
F. Is approved for release by written authorization of Company or its
affiliated corporations. Either party may, without breach of this
Agreement, disclose proprietary information to the government by
reason of a governmental requirement or to a court by reason of
operation of law.
Employee shall not liable for (1) inadvertent disclosure or use of
proprietary information provided that (a) he used no less than the same
degree of care in safeguarding such information as he uses for his own
information of like importance, and (b) upon discovery of such inadvertent
disclosure or use of such information he endeavored to prevent any further
inadvertent disclosure or use, or (2) unauthorized disclosure or use of
information by persons who are or who have been in his employ, unless he
fails to safeguard such information with not less than the same degree of
care as he uses for her own proprietary information of like importance.
In the event proprietary information should be lost, stolen or otherwise
compromised, the party formerly in possession of that information shall promptly
notify the Company by phone, and follow up with a detailed report in writing
within ten (10) days. A coordinated effort shall then be made to recover such
information.
All copies of written data delivered by the Company to the Employee
pursuant to this Section shall be and remain the property of the Company, and
all such written data, and any copies thereof, shall be promptly returned to the
Company upon written request, or destroyed at the Company's option.
Nothing contained in this Section shall be construed as granting or
conferring to Employee any rights by license or otherwise, expressly, implied
by, or otherwise for any invention, discovery or improvement made, conceived, or
acquired at any time.
Employee and Company agree that the period set further herein is reasonable
and further that the period set forth herein does not terminate at the
termination of this Agreement, but shall continue throughout any additional
period of employment, and or a two- (2) year period thereafter. This covenant
may be enforced by specific performance or any available legal or equitable
remedy, including, but not limited to, temporary restraining orders or
preliminary and permanent injunctions, and the Company and its affiliated
corporations shall be entitled to recover from Employee all court costs and
reasonable attorney's fees incurred in enforcing this covenant. The remedies
hereunder shall not be exclusive of each other, but shall be cumulative.
Initials_______
5.03 DEFINITION OF AFFILIATION. Affiliation, as used in this Article, shall
mean any proprietary, employment or fiduciary relationship of the Employee with
the Company and its affiliated corporations, including, but not limited to, the
position of Employee as director, officer, employee or consultant of the Company
or its affiliated corporations.
ARTICLE 6.00 - GENERAL MATTER
6.01 UTAH LAW. This Agreement shall be governed by the laws of the State of
Utah and shall be construed in accordance therewith.
6.02 NO WAIVER. No provision of this Agreement may be waived except by an
agreement in writing signed by the waiving party.
6.03 BINDING EFFECT. This Agreement shall be binding upon the parties,
their heirs, executors, administrators, successors or assignees. The parties
agree to do any and all things necessary to effectuate the purpose of this
Agreement.
6.04 ARBITRATION. Any controversy or claim arising out of, or relating to,
this Agreement, or the breach thereof, shall be settled in Utah in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
6.05 CONSTRUCTION. Throughout this Agreement, the singular shall include
the plural; the plural shall include the singular; and the masculine and neuter
shall include the feminine, wherever the context so requires.
6.06 TEXT TO CONTROL. The headings of articles and sections are included
solely for convenience of reference. If any conflict between any heading and the
text of this agreement exists, the text shall control.
6.07 SEVERABILITY. If any provision of this agreement is declared by any
court of competent jurisdiction to be invalid for any reason, such invalidity
shall not affect the remaining provisions. On the contrary, such remaining
provisions shall be fully severable, and this Agreement shall be construed and
enforced as if such invalid provisions never had been inserted in this
Agreement.
6.08 AMENDMENT. This Agreement may be amended, altered or revoked at any
time, in whole or in part, by filing with this Agreement a written instrument
setting forth such charges, signed by the Company and the Employee.
Initials_______
6.09 NOTICES. All notices required to be given by this Agreement shall be
made in writing either by:
A. Personal delivery to the party requiring notice and securing a written
receipt, or
B. Mailing notice in the U.S. mails to the last known address of the
party requiring notice, which shall be the address shown on the
records of the Corporation for the Employee, by certified mail, return
receipt requested.
The effective date of the notice shall be the date of the written
receipt received upon delivery in Paragraph A above or four (4) days
after the date the notice was delivered to the U. S. mail as posted on
the receipt in paragraph B above.
The parties hereby execute this Employment Agreement on the day and year
first written above.
WASATCH INTERACTIVE LEARNING CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
EMPLOYEE:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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