<PAGE> 1
EXHIBIT 99.f
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is executed and effective as of the 10th
day of October, 2000, by and between NASSER AHDOUT an individual ("Employee"),
and uMember.com.Inc., a California corporation (the "Company"), with reference
to the following facts:
Employee is an individual possessing unique management and executive talents of
value to the Company.
The Company desires to employ NASSER AHDOUT as the Director of Operations, and
NASSER AHDOUT desires to accept such employment, all on the terms and conditions
set forth in this Agreements.
AGREEMENT
In consideration of the foregoing recitals and of the covenants and agreements
herein, the parties agree as follows:
3. The Company hereby engages Employee to perform the duties and render the
services set forth in Sections 2 for a period commencing on October 10,
2000 (the "Start Date") and ending on the first anniversary of such
date, (the "Employment Period") and Employee hereby accepts said
employment and agrees to perform such services during the Employment
Period. Unless this Agreement is terminated pursuant to Section 4 or
unless either party gives the other written notice to the contrary at
least one (1) months prior to an expiration date, this Agreement,
together with any changes which have occurred during the employment
period then expiring, shall automatically renew at the end of an
Employment Period for an additional one (1) year employment period.
4. DUTIES
2.8. DIRECTOR OF OPERATIONS: Performing work of importance to the
Company, with the primary focus being the profitable management
and profitable growth of the Company as a whole. During the
Employment Period, Employee shall devote his time and efforts to
the operations of the Company. Specifically, he shall 1) assist
in the management of the operations of the
<PAGE> 2
Company, particularly as they apply to the operations of
Personal Support Computers; 2) assist President of the Company
in formulating and administering policies relating to the
operational issues related to sale of products to customers of
the Company; 3) review and analyze the activities and operations
of the Company to define and to track its progress toward
achieving its goals and objectives in his related functional
areas; 4) carry out supervisory responsibilities in accordance
with Company policies, and applicable laws; 5) interview, hire
and train managers and staff in his functional areas; 6) plan,
assign and direct the work of managers and staff, appraise their
performance, and reward and discipline them, and address their
complaints in his functional areas; 7) submit all required
documentation in a timely and accurate manner. The above
description of duties is non-exhaustive. Employee shall work out
of the Company's headquarters location and shall report to such
officer of the Company as the Board of Directors may designate.
Employee recognizes that the Board of Directors of the Company
may be required under its fiduciary duty to the Company and to
its stockholders to eliminate such position or to appoint a
different person as such officer of this Company. The parties
agree however, that any such elimination or replacement of
Employee by the Company, other than pursuant to Section 4.2.1 or
4.3.2. hereof, shall constitute a termination of Employee's
employment hereunder by the Company without cause.
2.9. CHANGE OF CONTROL. If the Company or a significant portion
thereof is sold or merged or undergoes a change of control
transaction (as defined in the Company's Stock Option
Agreement), this Agreement shall survive consummation of such
transaction and shall continue in effect for the remainder of
the Employment Period, but Employee shall serve as an officer of
the entity which succeeds to the business or a substantial
portion of the business of the Company, and is such case shall
bear a suitable title and perform the duties and functions of
such office of such publicly traded or privately held successor,
consistent with those customarily performed by an officer of
such a unit, division or entity comparable to the
<PAGE> 3
then business of the Company, unit, division or entity. Employee
may be required to accept greater or lesser responsibility by
any successor, and agrees to fully cooperate and assist in any
resulting transition for up to the remainder of the Employment
Period; and any adjustments required of Employee to complete the
transition to any successor, unit, division or entity, shall not
violate this Agreement so long as "good reason" does not arise
under Sections 4.6.2(ii), (iii) or (v). This Agreement shall
apply to the automatic modification in duties resulting from
such transaction as set forth above, however, notwithstanding
the foregoing, Employee any exercise any "good reason" rights he
may have under Section 4.6.2(iv).
2.10. CONFLICT OF INTEREST. Employee agrees that during the term of
employment Employee will not, directly or indirectly, compete
with the Company in any way, or usurp an Company opportunity in
any way, nor will employee act as an officer, director,
employee, consultant, shareholder, lender or agent of any entity
which is engaged in any business in which the Company is now
engaged or in which the Company becomes engaged during the term
of employment. The Company is now engaged in the business of
reselling computer hardware, software and peripherals, primarily
to corporate and governmental accounts, and in the business of
selling computer systems consulting, help and maintenance
services, also primarily to corporate, education and
governmental accounts, through traditional sales channels as
well as on the internet. The Company is not now engaged in the
business of manufacturing computers or their primary components.
The Company may become engaged in the business of final assembly
of computers and may become engaged in the business of catalog
or mail-order sales of computer hardware, software and
peripherals. Employee also agrees that during the term of
employment, Employee will not, directly or indirectly, whether
on his own behalf or on behalf of another, offer employment or a
consulting assignment to any Company employee, nor will
Employee, nor Employee's employer, directly or indirectly,
whether on his own behalf or on behalf of another, actually
employ or grant a consulting assignment to
<PAGE> 4
any Company employee. Employee also agrees that during the term
of employment Employee will not, directly or indirectly, whether
on his own behalf or on behalf of another, contact or solicit
any of Company's clients to do business with any entity other
than Company.
2.11. During the term of employment with the Company, Employee may
have access to and become acquainted with information of a
confidential, proprietary or secret nature that is or may be
either applicable or related to present or future business of
the Company, its research and development, or the business of
its customers. For example, trade secret information includes,
but is not limited to devices, secret inventions, processes and
compilations of information, records, specifications and
information concerning customers or vendors. Employees shall not
disclose any of the above-mentioned trade secrets, directly or
indirectly or use them in any way, either during the term of
this agreement of at any time thereafter, except as required in
the course of employment with the Company.
2.12. Employee agrees that all customers of the Company, for which the
Employee has or will provide services during the Employee's
employment by the Company, and all prospective customers from
whom the Employee has solicited business while in the employ of
the Company, shall be solely the customers of the Company.
2.13. Employee agrees that, for a period of twelve (12) months
immediately following the termination of employment with the
Company, Employee shall neither directly nor indirectly solicit
business as to products or services competitive with those of
the Company, from any of the Company's customers with whom the
Employee had contact within twelve (12) months prior to the
Employee's termination.
<PAGE> 5
2.14. Employee further agrees that for a period of twelve (12) months
after termination of employment, Employee will not directly or
indirectly induce or solicit any of Company's employees to leave
their employment.
3. COMPENSATION. As compensation for his services to be performed
hereunder, the Company shall provide Employee with the following
compensation and benefits:
3.2 BASE SALARY. Employee's base salary shall be $180,000.00 per
year, subject to an annual increase (if any) in the sole
discretion of the Board, payable in accordance with the
Company's payroll practices as in effect from time to time, and
subject to such withholding as is required by law.
3.3. BENEFITS.
3.3.1. VACATION. Employee shall be entitled to vacation time as
been accrued each pay period since his date of first
hire, less any vacation taken in such amounts and under
such conditions as normally afforded to the Company's
managers. In the event Employee does not use such
vacation, he shall receive, upon termination of the
Employment Period, vacation pay for all unused vacation
calculated as having accrued at the applicable base
salary for each relevant period of his employment.
However, Employee shall endeavor to take vacation time
in the year in which it is allocated to him.
3.3.2. BUSINESS EXPENSES. The Company shall reimburse Employee
for reasonable business expenses incurred by Employee in
the course of performing services for the company and in
compliance with procedures established from time to time
by the Company. This reimbursement shall occur on a
monthly basis, and is subject to Employee providing
original documentation in support of all business
expenses reimbursement sought.
<PAGE> 6
3.3.3. STOCK OPTIONS. Company shall grant Employee incentive
stock options on the same terms as granted to its
managers of comparable rank and tenure. The issuance of
options is subject to approval by the Company Board of
Directors Compensation Committee.
3.3.4. OTHER BENEFITS. Company shall provide Employee with
employment benefits as 401(k) participation, automobile
allowance, medical insurance and disability insurance,
on the terms and to the extent generally provided by the
Company to its management employees.
3.3 OTHER PERSONS. The parties understand that other officers and
employees may be afforded payments and benefits and employment
agreements which differ from those of Employee in this
agreement; but Employee's compensation and benefits shall be
governed solely by the terms of this Agreement, which shall
supersede all prior understandings or agreements between the
parties concerning terms and benefits of employment of Employee
with the Company. Other officers or employees shall not become
entitled to any benefits under this Agreement.
4. TERMINATION.
4.3. TERMINATION BY REASON OF PERMANENT DISABILITY. The Employment
Period shall terminate upon the permanent disability (as defined
in Section 4.6.3 below) of Employee.
4.4. TERMINATION BY COMPANY
4.3.3. The Company may terminate the Employment Period for
"cause" by seven (7) days advance written notice to
Employee. However, no such advance written notice shall
be given if the Company determines that the Company or a
person would suffer irreparable harm should the Employee
be given notice.
4.2.1.1. For such termination for "cause", the employee
shall have a ninety (90) day period from the
date of the written notice to cure such "cause".
However, this cure period shall not apply to
termination's wherein the Company's Board of
Directors determines that the Company would
suffer irreparable harm should the Employee be
given the right to cure.
4.3.4. The Company may terminate the Employment Period for any
other reason, with cause other than those described
<PAGE> 7
in Section 4.6.1 or without cause, by thirty (30) days
advance written notice.
4.4 TERMINATION BY EMPLOYEE
4.4.1. Employee may terminate the Employment Period for "good
reason" (as defined in section 4.6.2 below) at any time
by written notice to the company.
4.4.2. Employee may terminate the Employment Period for any
other reason by thirty (30) days advance written notice
to the Company.
4.4 SEVERANCE PAY
4.4.1 In the event the Employment Period is terminated by the
Company for any reason other than pursuant to Section
4.2.1 or Section 4.3.2 hereof or if the Employment
Period is terminated because of a permanent disability
of Employee pursuant to Section 4.1, upon the
effectiveness of any such termination, the Company shall
be obligated to pay to the employee (or his executors,
administrators or assigns, as the case may be) all
unpaid salary, benefits and bonuses (if any) accrued
through the date of effectiveness of such termination
and, in addition, a cash severance payment equal to six
(6) month's total base salary at the rates set forth
herein, and such other benefits as may be required by
law.
4.4.2 In addition, all stock options and general stock
appreciation rights granted by the Company to Employee
which otherwise would have vested within six (6) months
following the Date of Termination for death or
disability shall accelerate and become fully vested and
exercisable on the Date of Termination for death or
disability, and shall remain exercisable for a period
ending on the normal expiration date specified in the
option agreements.
4.4.4. In the event the Employment period is terminated by the
Company pursuant to Section 4.2.1 hereof, or the
Employment Period is terminated by Employee pursuant to
Section 4.3.2 hereof, the Company shall have no
obligation to pay any severance pay to Employee. The
Company shall, however, be obligated to pay to Employee
(or executors, administrators or assigns, as the case
may be) all unpaid salary, benefits and bonuses (if any)
<PAGE> 8
accrued through the date of termination and shall
provide such other benefits as may be required by law.
4.5 TERMINATION BENEFITS. In the event of termination of the
employment Period pursuant to Section 4.2 or 4.3.1, the Company
shall provide Employee, Employee's spouse or domestic partner
and children, if any, with such normal medical insurance, on the
terms and to the extent generally provided by the Company to its
executive employees on the level comparable to Employee, for a
period of three months from the date of the termination of the
Employment Period.
4.7 CERTAIN DEFINITIONS. For purposes of this Agreement:
5.6.1. The term "cause" shall mean those acts identified in
Section 2924 of the California Labor Code, as that
section exists on October 1, 1997, to wit, any willful
breach of duty by the Employee in the course of his
employment, or in case of his habitual neglect of his
duty or continued incapacity to perform it.
5.6.2. The term "good reason" shall mean the occurrence of one
or more of the following events without Employee's
express written consent (I) removal of Employee from the
position and responsibilities as set forth under Section
2 above; (ii) a material reduction by the company in the
kind or level of employee benefits to which Employee is
entitled immediately prior to such reduction with the
result that Employee's overall benefit package is
significantly reduced; (iii) the relocation of Employee
to a facility or a location outside of California; (iv)
a change in the control of the Company, or (v) any
material breach by the Company of any material provision
of this Agreement which continues uncured for thirty
(30) days following written notice thereof.
5.6.3. The term "permanent disability" shall mean Employee's
incapacity due to physical or mental illness, which
results in Employee being absent from the performance of
his duties with the Company on a full-time basis for a
period of six (6) consecutive months. The existence or
cessation of a physical or mental illness which renders
Employees absent from the performance of his duties on a
full-time basis shall, if disputed by the Company or
Employee, be conclusively determined by written opinions
rendered by two qualified physicians, one selected by
Employee and one selected by the Company. During the
period of absence, but not beyond the expiration of the
Employment Period, Employee shall be deemed to be on
<PAGE> 9
disability leave of absence, with his compensation paid
in full. During the period of such disability leave of
absence, the Board of Directors may designate an interim
officer with the same title and responsibilities of
Employee on such terms, as it deems proper.
4.7. EMPLOYEE BENEFIT PLANS
Any employee benefit plans in which employee may participate
pursuant to the terms of this Agreement shall be governed solely
by the terms of the underlying plan documents and by applicable
law, and nothing in this Agreement shall impair the Company's
right to amend, modify, replace, and terminate any and all such
plans in its sole discretion as provided by law. This Agreement
is for the sole benefit of Employee and the Company, and is not
intended to create an employee benefit plan or to modify the
terms of any of the Company's existing plans.
6. MISCELLANEOUS
5.7 ARBITRATION/GOVERNING LAW. To the fullest extent permitted
bylaw, any dispute, or claim or controversy of any kind
(including but not limited to tort, contract, and statue)
arising under, in connection with, or relating to this Agreement
or Employee's employment, shall be resolved exclusively by
binding arbitration in Los Angeles County, California in
accordance with the commercial rules of the American Arbitration
Association then in effect. The Company and Employees agree to
waive any objection to personal jurisdiction or venue in any
forum located in Los Angeles County California. No claim,
lawsuit or action of any kind may be filed by either party to
this Agreement except to compel arbitration or to enforce an
arbitration award; arbitration is the exclusive dispute
resolution mechanism between the parties hereto. Judgment may be
entered on the arbitrator's award in any court having
Jurisdiction. The validity; interpretation, effect and
enforcement of this Agreement shall be governed by the laws of
the State of California.
5.8 ASSIGNMENT. This agreement shall inure to the benefit of and
shall be binding upon the successors and assigns shall
specifically assume this Agreement. Since this agreement is
based upon the unique abilities of, and the Company's personal
confidence in Employee, Employee shall have no right to assign
this Agreement or any of his rights hereunder without the prior
written consent of the Company.
5.9 SEVERABILITY. If any provision of this Agreement shall be found
invalid, such findings shall not effect the validity of the
other provisions hereof and the invalid provisions shall be
deemed to have been severed herefrom.
5.10 WAIVER OF BREACH. The waiver by any party of the breach of any
provision of this Agreement by the other party or the failure of
any party to exercise any right granted to it
<PAGE> 10
hereunder shall not operate or be construed as the waiver of any
subsequent breach by such other party nor the waiver of the
right to exercise any such right.
5.11 ENTIRE AGREEMENT. This instrument, together with the plans
referred to in Section 5, contains the entire agreement of the
parties. It may not be changed orally but only by an agreement
in writing signed by the parties.
5.12 NOTICES. Any notice required or permitted to be given hereunder
shall be in writing and may be personally served or sent by
United States mail, and shall be deemed to have been given when
personally served or two days after having been deposited in the
United States mail, registered or certified mail, return receipt
requested, with first-class postage prepaid and properly
addressed as follows. For the purpose hereof, the addresses of
the parties hereto (until notice of a change thereof is given as
provided in this Section 5.6) shall be as follows:
If to Employee:
Nasser Ahdout
110 17th Street
Santa Monica, CA 90402
If to the Company:
UMember.com.Inc
Attention: CFO
10350 Santa Monica Blvd., Suite 130
Los Angeles, CA 90025
5.7. HEADINGS. The paragraph and subparagraph headings herein are for
the convenience only and shall not affect the construction
hereof.
5.8. FURTHER ASSURANCES. Each of the parties hereto shall, from time
to time, and without charge to the other parties, take such
additional actions and execute, deliver and file such additional
instruments as may be reasonably required to give effect to the
transactions contemplated hereby.
5.9. ATTORNEYS' FEES. In the event any party hereto commences
arbitration or legal action in connection with this Agreement,
the prevailing party shall be entitled to its attorneys' fees,
costs and expenses reasonably incurred in such action, and the
amount thereof shall be included in any judgment or award
granted under Section 5.1.
5.10. COUNTERPARTS. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an
original but all, which together shall constitute one and the
same instrument.
5.11. SEPARATE COUNSEL. The Company has been represented by counsel in
the negotiation and execution of this Agreement and has relied
on such counsel with respect to any matter relating
<PAGE> 11
hereto. The Employee has been invited to have his own counsel
review and negotiate this Agreement and Employee has either
obtained has either obtained his own counsel or has elected not
to obtain counsel.
5.12. INDEMNIFICATION. The Company shall provide to the Employee
insurance coverage under its Director and Officer's Insurance
and General Liability, and Employment Practices policies to the
same extent as it provides to all other similar employees of the
Employee's title and position.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the
day and year first above written.
"EMPLOYEE" "COMPANY"
uMember.com.Inc.
a California corporation
/s/ Nassar Ahdout By: /s/ Orie Rechtman
------------------------------------ ---------------------------------
Title: CEO
