TELEHUBLINK CORPORATION
EMPLOYMENT AGREEMENT
This employment Agreement is between TeleHubLink Corporation, a Delaware
corporation (THLC or the "Company") and David Katz (the "Employee").
1) For good and valuable consideration, the Company employs the Employee
on the following terms and conditions.
2) Date of Employment Agreement: Subject to the provisions for
termination set forth below, this Agreement will begin March 10, 2000.
3) Salary: The Company shall pay Employee a salary of $125,000.00 (US$)
per year, for the services of the Employee, payable in equal monthly
amounts at regular payroll periods, no less frequently than once per
calendar month.
4) Other Compensation (US$): The Company shall pay Employee a one time
"sign-on" bonus of $25,000, payable on March 10, 2000.
Bonus: The Employee will be eligible to earn a bonus of up to
$50,000.00 based upon meeting certain agreed milestones defined in
Attachment "A" Section One.
Stock Options: The Company shall grant the Employee a total of 150,000
shares at the "strike price" of the market price of the stock on the
date of signature of this agreement ("Date of Grant"). These shares
vest one-third on the first six month anniversary of the "Date of
Grant", one-third upon the second year anniversary and one-third upon
the third anniversary of the "Date of Grant". The employee must be in
the employment of the Company at the date of the vesting anniversary
for these shares to vest. The said options have an expiration of five
years from the "Date of Grant".
5) Term: The term of this Agreement shall be for one (1) year and shall
automatically renew for successive one (1) year periods unless either
party gives the other written notice (90) days prior to the end of the
original or any subsequent term. All terms are subject to the
termination section of this agreement and shall commence on March 10,
2000, automatically renew as described above, or unless both parties
mutually agree to extend this agreement or modify it in a manner,
which is mutually acceptable to the parties.
6) Duties and Position: The Company hires the Employees in the capacity
General Manager, EC Assist, reporting directly to the President/CEO of
the Company. In this capacity, the Employee's duties will consist
mainly of establishing the Internet customer service division of THLC
and bringing about a world-class business to the marketplace for THLC.
The Employee's duties may be reasonably modified at the Company's
direction from time to time.
7) Employees to Devote Full Time to Company: The Employee will devote
substantially all working time, attention, and energies to the
business of the Company and during this employment, will not engage in
any other business activity except as provided herein, regardless of
whether such activity is pursued for profit, gain or other pecuniary
advantage. Employee is not prohibited from making personal investments
in any other businesses provided those investments do not require
active involvement in the operation of said companies.
8) Confidentiality of Proprietary Information: Employee agrees, during or
after the term of this employment, not to reveal confidential
information, or trade secrets to any person, firm, corporation, or
entity. Should Employee reveal or threaten to reveal this information,
the Company
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shall be entitled to an injunction restraining the Employee from disclosing
it. The right to secure an injunction is not exclusive, and the Company may
pursue any other remedies it has against the Employee for a breach or
threatened breach of this condition, including the recovery of damages from
the Employee.
9) Reimbursement of Expenses: The Employee may incur reasonable company
expenses for furthering the Company's business, including expenses for
entertainment, travel, and similar items, subject to company policy. The
Company shall promptly reimburse Employee for all business expenses after
the Employee presents an itemized account of expenditures, pursuant to
Company policy. The company will provide a cellular phone service and
re-imburse employee for related company expenses.
10) Vacation: The Employee shall be entitled to a yearly vacation of two weeks
at full pay and benefits.
11) Termination of Agreement: Without cause, the Company may terminate this
agreement at any time upon 60 days' written notice to the Employee after
the initial size months of employment. If the Company terminates the
Employee for any reason other than cause, the Company will pay a severance
amount equal to three months of the Employee's base pay less taxes and
social security required to be withheld, such sum to be paid on the date of
termination. The Company shall pay such severance amount in addition to all
sums due to the Employee hereunder for the time between such notice of
termination and the termination date specified in such notice. If the
Company requests, the Employee will continue to perform his duties and be
paid his regular salary up to the date of termination. In addition, the
Company will pay the Employee on the date of termination all accrued
compensation including any relevant bonuses accrued, less taxes and social
security required to be withheld. Without cause, the Employee may terminate
employment upon 60 days' written notice to the Company. Employee may be
required to perform his duties and will be paid the regular salary to date
of termination. Notwithstanding anything to the contrary contained in this
agreement, the Company may terminate the Employee's employment upon 30
days' notice to the Employee should any of the following events occur:
(a) The sale of substantially all of the Company's assets to a single
purchaser or group of associated purchasers; or
(b) The sale, exchange, or other disposition, in one transaction of the
majority of the Company's outstanding corporate shares; or
(c) The Company's decision to terminate its business and liquidate its
assets;
(d) The merger or consolidation of the company with another company;
(e) Bankruptcy or Chapter 11 Reorganization;
In the case of (a) through (e) above, or if the Employee shall die during
the term of this Agreement, or if the Company terminates the Employee
without cause, he would entitled to the termination benefit described in
the termination section above and all stock options and all shares of the
Company due or potentially due within the termination notice period to the
Employee, shall immediately vest. Notwithstanding anything contained
herein, in the event the Company terminates the Employee's employment upon
30 days notice, as provided herein, the first one-third of the stock
options shall immediately vest, regardless of when the termination notice
is received.
12) Death Benefit: Should Employee die during the term of employment, the
Company shall pay to Employee's estate any compensation due through the end
of the month in which death occurred.
13) Restriction on Post Employment Compensation: For a period of six months
after the end of employment, the Employee shall not control, consult to or
be employed by any business competitive to that conducted by the Company.
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14) Assistance in Litigation; Employee shall upon reasonable notice, furnish
such information and proper assistance to the Company as it may reasonably
require in connection with any litigation in which it is, or may become, a
party either during or after employment.
15) Effect of Prior Agreements: This agreement supersedes any prior agreement
between the Company or any predecessor of the Company and the Employee,
except that this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind elsewhere
provided and not expressly provided in this agreement.
16) Settlement by Arbitration: Any claim or controversy that arises out of or
relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court
with jurisdiction.
17) Limited Effect of Waiver by Company: Should Company waive breach of any
provision of this Agreement by the Employee, that waiver will not operate
or be construed as a waiver of further breach by the Employee.
18) Severability: If, for any reason, any provision of this Agreement is held
invalid, all other provisions of this Agreement shall remain in effect. If
this Agreement is held invalid or cannot be enforced, then to the full
extent permitted by law any prior agreement between the Company (or any
predecessor thereof) and the Employee shall be deemed reinstated as if this
Agreement had not been executed.
19) Assumption of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this Agreement will inure to the
benefit and be binding upon the Company's successors and assignees.
20) Oral Modifications Not Binding: This instrument is the entire agreement of
the Company and the Employee. Oral changes shall have no effect. It may be
altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
Signed as of the 27th day of February 2000.
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Company Employee
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TELEHUBLINK CORPORATION (THLC)
Supplemental Attachment "A" to Employment Contract
David Katz Bonus Objectives:
To Be Defined
The intent of this bonus is to provide incentives that accelerate and insure the
successful economic viability of EC Assist and reduce the "time-to-market"
availability of the service product that generates revenue for THLC,
Bruce Young David Katz (Employee)
President/CEO
THLC
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