EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made this _____day of April, 2000,
between WorldWideWeb Institute.com, Inc. (the "Company"), a Delaware
corporation, presently headquartered at 6245 N.W. 9th Avenue, Ft. Lauderdale,
Florida, and Shawn McNamara ("Employee"), residing at 1501 East Broward Blvd.,
Apt 705, Fort Lauderdale, Florida 33301.
RECITALS
WHEREAS, the Company is a corporation engaged in the business of
providing web hosting, design and web based training to businesses;
WHEREAS, the Company desires to upgrade key senior management
positions, including the position of General Manager;
WHEREAS, the Employee has extensive senior management experience in
internet related I business, and is seeking an opportunity to utilize his skills
where there is a High potential for growth, personal satisfaction, and financial
benefits;
WHEREAS, the Company desires to employ Employee as General Manager of
the Company and in such other capacities as agreed on from time to time in
writing by employee and Company, and Employee desires to accept such employment,
on the terms and conditions set forth in this Agreement;
WHEREAS, the Company and Employee each desire to prevent other
competitive businesses from securing Employee's services and utilizing
Employee's experience, background, confidential information and inventions as
hereinafter set forth.
AGREEMENTS
In consideration of the foregoing recitals and the covenants and
agreements of the parties contained herein, the parties do hereby agree as
follows:
1. Employment: Company hereby hires Employee in the full-time position of
General Manager. Further The Company hereby hires the Employee to perform the
duties and render the services hereinafter set forth in Section 2 and Employee
hereby accepts said employment and agrees to perform said services during the
term of this Agreement.
2. Duties: Employee agrees to render to the Company the services of General
Manager as outlined in Schedule A.
3. Compensation: As compensation for his services to be performed hereunder,
Company shall provide Employee with the following compensation and benefits:
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(a) Base Annual Salary: Employee's base annual salary
shall be $90,000.00, 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.
(b) Bonus: In addition to the base salary specified
above, Employee may be paid an annual bonus which
shall be in an amount up to thirty percent (30%) of
the base annual salary. The bonus shall be paid at
the end of January of the following year. The bonus
will be determined by the Compensation Committee of
the Board of Directors which consists of two outside
Directors; and the Company's Chief Executive Officer.
(c) Vacation: Employee shall be entitled to two (2) weeks
paid vacation for the first year, and three (3) weeks
paid vacation for the subsequent years of this
Agreement. Only one (1) week of paid vacation may be
carried forward into subsequent years.
(d) Sick Leave and Personal Leave: Employee shall be
entitled to paid Sick leave not to exceed seven (7)
days, and three (3) paid personal days.
(e) Business Expenses: The Company shall reimburse
Employee for all reasonable business expenses
incurred by Employee in the course of performing
services for the Company, including, but not limited
to, out-of-pocket expenses. Employee shall submit all
expenses for reimbursement to be confirmed by
signature of either the Chief Financial Officer or
the Chief Operating Officer (COO). The expenses shall
be reimbursed within the next pay period.
(f) Other Benefits: This Agreement shall not be in lieu
of any rights, benefits and privileges to which
Employee may be entitled to as an employee of the
Company under any retirement, pension, profit-
sharing, insurance, hospital or other plans which may
now be in effect or which may hereafter be adopted.
Employee shall have the same rights and privileges to
participate in such plans and benefits as any other
employee during his period of employment.
(g) Medical for Spouse/Financee: Employee is authorized
to enroll spouse/financee in Company supplied medical
plan at Employee's own expense.
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4. Stock Options and Participation:
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(a) Company Option: Employee will receive options to
purchase 30,000 shares at $9.00 per share (expiring
in seven years). Such options vest over 3 years at
the rate of 10,000, shares-per year with the
anniversary date being March 15, 2001, 2002 and 2003.
(b) Reissued Option: Should the average price of the
Company's stock drop below $9.00 for more than six
months, the Company would agree, at the Employee's
request to issue new options to replace these options
at the then prevailing market price, and that options
replacing those that have vested, would be fully
vested, while those options that have not vested
would not be vested.
(c) Cancellation of Existing Option: Employee agrees that
the reissued options would replace the existing
options of the Employee, and those not exercised
would b canceled.
(d) Other Programs: Employee will have the opportunity to
participate in the Company's Executive Stock Option
plan which is currently under development.
5. Termination: This Agreement and Employees employment are subject to immediate
termination at any time as follows:
(a) Death: This Agreement shall terminate immediately
upon Employee's death, in which event the Company's
only obligation shall be payment of all compensation
due Employee for services rendered by Employee prior
to the date of his death to Employee's estate or
beneficiary.
(b) Resignation: Upon resignation, Employee shall only be
entitled to compensation earned as of the date of
resignation. Employee shall give thirty (30) days'
notice resignation in order to allow for an
appropriate transition. Employee agrees to cooperate
with the Company upon reasonable request during the
30-day period and shall receive salary during this
period of transition.
(c) Termination with Cause: The Company may terminate the
Employee's employment immediately upon written notice
to Employee in the event the Employee (1) is
convicted or pleads guilty to a felony; (2) commits
any gross misconduct, willful breach, or habitual
neglect of duties; (3) willfully violates any policy
or procedure of the Company that causes any material
adverse affect on the Company; or (4) uses Illegal or
controlled substances. In such event, the Company's
sole obligation
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to the Employee shall be payment of all compensation
due Employee for services rendered by the Employee
prior to notice of termination under this subsection.
The Company shall give thirty (30) days' notice to
cure any conduct set forth herein unless the Board of
Directors, In its sole discretion, determines that a
cure is not deemed possible or appropriate. In the
event of termination with cause, the Employee is
eligible to exercise any stock options that may have
vested, but the Employee must exercise the stock
options within sixty (60) days or the stock options
will lapse.
(d) Termination Without Cause: The Company in its sole
discretion may terminate Employee's employment
without cause upon one thirty (30) days' written
notice of termination to the Employee in which event
the Company's only obligation shall be to pay all
compensation owing for services rendered by Employee
prior to the notice of termination, and to continue
paying Employee's Base Annual Salary for the ninety
(90) day period following the notice of termination.
Any accrued bonus shall be calculated on a period to
date basis and prorated to date of termination.
Employee shall be eligible to exercise any stock
options that may have vested, provided that the
Employee has been with the Company for one year.
However, the Employee must exercise the stock options
within one hundred twenty (120) days of receiving
written notice of termination or the stock options
will lapse.
(e) Return of Company Property: Upon termination of
employment for any reason, Employee shall immediately
return to the Company without condition all flies,
records, phones and other property of the Company.
6. Conflict of Interest: During the term of this Agreement, Employee shall
devote Employee's full working time, ability, and attention to the business of
the Company, and shall not accept other employment or engage in any other
outside business activity which interferes with the performance of Employee's
duties and responsibilities under this Agreement or which involves actual or
potential competition with the business of the Company, except with the express
written consent of the Company.
7. Confidentiality: Employee acknowledges and agrees that Employee has been
entrusted with trade secrets and proprietary information regarding the products,
processes, know-how, designs, formula, work in progress, research and
development, computer software and data bases, copyrights, trademarks, patents,
marketing techniques, and future business plans, as well as customer lists and
information concerning the identity needs, and desires of actual and potential
customers of the Company and its subsidiaries,
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joint ventures, partners, and other affiliated persons and entities
("Confidential Information"), all of which derive significant economic value
from not being generally known to others outside the Company.
(a) During the entire term of Employee's employment with
the Company, and for one (1) year thereafter,
Employee shall not disclose, utilize, or exploit any
Confidential information except as necessary in the
performance of Employee's duties under the Agreement
or with the Company's express written consent.
During the entire term of Employee's employment by
the Company and for one (1) year thereafter, Employee
shall not induce or attempt to induce any employee of
the Company to leave the Company's employ except for
the sole benefit of the Company or with its express
written consent.
Employee acknowledges and agrees that any violation
of this Section would cause immediate irreparable
damage to the Company, and that it shall be extremely
difficult or impossible to determine the amount of
damage caused to the Company. Employee therefore
consents to the issuance of a temporary injunction,
and other appropriate relief to restrain any actual
or threatened violation of this Section, without
limiting any other remedies the Company may have.
Employee agrees to the sole and exclusive
jurisdiction of the Circuit Court of Broward County,
Florida should any dispute arise out of the
employment relationship as defined herein.
8. Assignment: This Agreement may not be assigned by Employee, but may be
assigned by the Company to any successor in interest to its business. This
Agreement shall bind and inure to the benefit of the Company's successors and
assigns, as well as Employee's heirs, executors, administrators, and legal
representatives.
9. Notices: All notices and other communications under this Agreement shall be
in writing and shall be delivered personally or mailed by registered mail,
return receipt requested and shall be deemed given when so delivered or mailed,
to a party at such address as a party may, from time to time, designate in
writing to the other party. The initial addresses for notices are as follows:
Employer: WorldWideWeb Institute, Inc.
6245 N.W. 9th Avenue, Suite 201
Fort Lauderdale, Florida 33309
Employee: Shawn McNamara
1501 East Broward Blvd., Apt 705
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Fort Lauderdale, Florida 33301
10. Severability : In the event any provision of this Agreement is void or
unenforceable the remaining provisions shall continue in full force and effect.
11. Waiver: No waiver of any breach of this Agreement shall constitute a waiver
of any subsequent breach.
12. Applicability: This Agreement shall be construed according to the laws of
the State of Florida.
13. Arbitration: Any controversy or claim arising out of or relating to this
Agreement or its breach shall be settled by arbitration in the City of Fort
Lauderdale, Florida, in accordance with the then governing rules of the American
Arbitration Association. Judgement upon the award rendered may be entered and
enforced in any court of competent jurisdiction.
14. Headings: The paragraph and subparagraph headings herein are for convenience
only and shall not effect the construction hereof.
15. Miscellaneous:
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(a) This Agreement constitutes the entire Agreement
between the parties regarding the above matters and
each party acknowledges that there are no other
written or verbal Agreements or understandings
relating to such subject matter between the Employee
and any other individuals or entities other than
these set forth herein. No amendment to this
Agreement shall be effective unless It is in writing
and signed by both the parties hereto. All prior
written or oral agreements concerning the
relationship between the Company and the Employee are
merged in this agreement and are of no legal effect.
(b) This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an
original for all purposes hereof.
IN WHEREOF, the parties hereto have hereunto set their hands on this
____ day of April, 2000.
WORLDWIDE WEB INSTITUTE, INC. SHAWN McNAMARA
By:__________________________ _____________________
Signature Signature
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By:__________________________
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SCHEDULE A
RESPONSIBILITIES:
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As General Manager, Employee shall be responsible for the following:
Assist Chief Operating Office in daily operations of all domestic and
international operations and personnel
Planning, requisition, allocation, inventory of, and supervision of all
resources and equipment
Hiring and firing authority on all personnel up to but not including, the level
of department heads
Recommend corporate actions on personnel and operations for companies or
ventures that are partially owned by the Company, to be confirmed by the
Executive Committee and ratified by the Company's Board
Assist with review, preparation and implementation of departmental, and company
wide budgets and forecasts
Assist in the preparation of the capital spending budget and forecast
Assist in the planning and coordination of logistics of the move and settlement
into planned and future new facilities
Carry out those additional tasks and responsibilities that may be designated
from time to time by the COO
GOALS AND OBJECTIVES:
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As General Manager Employee shall use his best efforts to achieve the following
goals and objectives:
Position domestic and international operations to support internal budget and
projections
Upgrade performance of key departments including, but not limited to, marketing
and sales, production, enhancements, customer service, human resources and tech
support
Assist COO in resolution of organizational conflicts, redundancies, and
personnel issues
Assist COO with the planning and execution of movement into the new corporate
facility
Any other goals and responsibilities that may be delegated from time to time by
the COO
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BONUS AGREEMENT
This agreement is made this 14th day of March 2000 between WorldWideWeb
Institute.com, Inc. ("the Company') a company located at 6245 NW 9 th Ave., Ft
Lauderdale, FL 33309, and Shawn K. McNamara, ("McNamara") an individual,
currently employed by the Company as its general manager of operations.
Whereas, WorIdWideWeb Institute.Com, Inc. ("the Company") is a publicly held
company which develops, markets and host web site for small to medium sized
enterprises and is engaged in on-fine training;
Whereas, the Company desires to grow internally and externally through
acquisitions of companies with similar businesses;
Whereas, Shawn K. McNamara has been employed by the Company in an operations and
sales management capacity since February 2000;
Whereas, McNamara has extensive personal relationships, with principals of
Internet companies, and both parties believe his presence will benefit any
prospective business combination.
Whereas, McNamara has introduced the Company to Opt In Inc., a Delray Beach
marketer of permission based e-mail lists, and I-Bill, Inc., a Miami based
company which is a leader in Internet billing;
Whereas, the Company wishes McNamara to utilize these relationships for
introductions and to facilitate potential acquisitions or business combination
which the Company may significantly benefit from;
And both parties wish to fairly reflect the contributions made by McNamara;
NOW, THEN, IT IS AGREED
1. Introduction and Facilitation: It is agreed that McNamara from time to time
may make introductions and facilitate discussions with companies which he has
had relationships with, and that these activities are beyond the scope of the
day to day operating responsibilities as general manager which he is presently
employed, and compensated for.
2. Acknowledgment: It is agreed that McNamara will clear all introductions with
the Company's Chief Executive Officer and Chief Operating Officer, prior to
making such introduction, and that he will clearly delineate his relationship
with the companies at individuals Involved. To date, the Company acknowledges
that McNamara has made
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introductions to Opt In Inc. and I-Bill Inc. and their principal shareholders
under the scope of this agreement.
3. Confidentiality: It is agreed while McNamara will act as the initial contact
and possibly play a role In the negotiations, he agrees to clear all information
and materials given to any company or individual that the Company is negotiating
with, and will keep all of the Company's information, plans and strategy
confidential subject to pre-approval by the Company's Chief Executive and Chief
Operating Officer.
4. Compensation: It is agreed that McNamara will be compensated only, if and
when the Company consummates an acquisition, merger or other business
combination. It is further agreed that the compensation granted by the Company
to McNamara shall be:
(a) Cash payment: The greater of $75,000 or 1% of the
value of the transaction, calculated on the basis of
stock at current market value, cash or other
consideration given by the Company. If the
transaction is primarily stock, at the Company's
option, he may be paid up to 75% of any compensation
due in shares of stock valued on the same basis as
the shares initially paid to the company being
acquired or merged.
(b) Options: The greater of 50,000 4- year options at the
current market price of the Company's stock or 10,000
options for each $7.5 million in value.
(c) Expenses: The Company agrees to reimburse McNamara
for all travel, entertainment, and other expenses
upon presentation of invoices. Such expenses will be
reimbursed, but will be subject to a $2,500 limit per
transaction, if such transaction does not close, and
will be reimbursable in full if the transaction
closes. All expenses over $250 must be pre-approved
by the Company.
5. Completed Transaction: It is recognized that each acquisition must be
approved by the Company's Board of Directors as well as the Board and
shareholders of company being acquired or merged. It is also recognized that a
transaction will only be considered complete upon the signing of closing
documents, and not upon the signing of a letter of intent. Should governmental
approvals be necessary, then the transaction will only be considered complete,
upon such approvals. It is understood, however, that the signing and completion
of closing documents which are signed, that contain conditions, does constitute
a completed transaction.
6. Complete Authority: Both parties represent they have authority to enter into
these transactions and there is no previous agreements or arrangements which
would conflict or require prior approval.
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7. Governing Law: This agreement will be governed by the laws of the State of
Florida.
8. Binding on Successor Companies: This agreement is binding on all heirs,
assigns and successors.
9. Severability: If any section of this agreement is found to be unenforceable
or unlawful, this will not effect other portions of the agreement
10. Termination: This agreement will terminate two years from the date hereof,
and may be renewed upon mutual consent. Mr. McNamara is not required to be an
employee of the Company to receive compensation under this agreement
SIGNED IN AGREEMENT
WorldWideWeb Institute.com
By:_____________________
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Shawn K. McNamara
WITNESSED BY:
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