ERNEST DAVID CHU
2600 S. Ocean Blvd. #19D
Boca Raton, Florida
33432
Tel: 561-447-0800
Fax: 561-447-8744
[email protected]
January 18, 2000
Mr. Smiley Sansoni
President
World Wide Web Institute
Ft. Lauderdale, Fl.
6245 NW 9th Ave.
Ft. Lauderdale, Fl. 33309
Re: Compensation and Consulting Agreement
Dear Smiley:
This letter supplements and extends the agreement between Ernest D. Chu
("Chu"), who has been acting as Chief Financial Officer and has served as a
Director, and WorldWideWeb Institute.com, Inc. ("WWWI") made this 18th day of
January 2000.
o Monthly retainer: It is agreed that in the capacity of Chief
Financial Officer and a Director, Chu will be compensated $10,000
per month, payable on the first of the month. Such compensation is
effective from January 1, 2000 and will be paid according to the
terms of this agreement. Chu agrees that he will accrue $2500 per
month until such time that the Company completes a major financing
of at least $5 million or more.
o Termination: It is agreed that Chu's position as Chief Financial
Officer may be terminated upon 60 days written notice by the
Company by the Company's Chief Executive Officer for any reason.
If such termination is effected, then the Company agrees to the
terms of the severance and consulting agreement as set forth
below.
o Severance: In the event, that Chu is terminated for any reason or
replaced from his position as Chief Financial Officer, WWWI agrees
to pay him full monthly compensation ($10,000 per month) at the
rate of one week for each month served from the date of
termination to the date of original agreement, April 4, 1999, to a
maximum of 16 weeks
<PAGE>
(4 months). Payment will be made on the first of each month. In
addition, upon notice of termination, the Company agrees to issue
Chu a four-year stock purchase warrant for 40,000 shares at a
price which is the average of the closing bid price over the
previous 10 trading days prior to the termination notice. Such
warrants shall contain a cash-less exercise provision, no vesting
conditions, and piggyback registration rights.
o Consulting Contract: The Company agrees to retain Chu as a
director and a consultant to the Company for 12 months beginning
on the date his severance compensation ceases. The minimum monthly
rate will be $5000 per month, payable on the first of the month.
Chu will provide capital markets and investor relations
assistance, and other such management consulting as required, and
will continue to serve a Director if requested. Such an agreement
may only be terminated upon the earlier of 90 days written notice
or one year for cause which is defined as gross negligence of
duty, and/or conviction of a felony in a state or Federal court.
o Expenses: The Company agrees to reimburse Chu for reasonable out
of pocket expenses incurred in the performance of his duties. Such
expenses would be reimbursed upon presentation of receipts and an
appropriate expense reimbursement invoice.
o Directors and Officers Liability Insurance: The Company agrees to
purchase Director's and Officer's Liability Insurance Policy, and
to include Chu as a named beneficiary in such a policy as Chief
Financial Officer and Director.
o Indemnification: In addition to Director's and Officer's Liability
Insurance, the Company agrees to indemnify Chu for any or all
actions taken in the performance of his duties as Chief Financial
Officer and a Director, including, but not limited to discussions
of the Company with investors, regulatory filings, press releases,
etc.
o Confidentiality: Chu agrees to keep all Company non-public
information and all non-public documents confidential, unless it
is in the line of duty as the Company's Chief Financial Officer or
in such role where there is explicit permission to do so. If Chu
is terminated as a Chief Financial Officer, he agrees to return to
the Company any documents, work papers, or other materials or
equipment that is the property of the Company.
o State Law and Severability: This agreement is subject to Florida
State Law, and both parties represent they are authorized to enter
into this agreement, and that such an agreement will not violate
any additional terms. This agreement is binding on the Company,
its successors or heirs. If one clause of this agreement is
invalidated, then the other remaining parts of the agreement shall
remain in force.
<PAGE>
o Notices: Written notices from the Company shall be sent by
certified or Express mail to:
Corporate Builders Inc.
515 N. Flagler Dr.
W. Palm Beach, Fl. 33401
I am most appreciative of the opportunity to serve the Company. I look
forward to being an integral part in the growth and progress of the Company and
to a long and prosperous relationship. With thanks.
Sincerely,
/s/ Ernest D. Chu
-----------------
Ernest D. Chu
AGREED AND ACCEPTED Date: 1/18/2000
/s/ Smiley J. Sansoni
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Smiley J. Sansoni
President and Chief Executive
