EXHIBIT 10.24
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, between TeleHubLink Corporation (hereinafter "THLC" or
"Company") and Randall K. Nichols (hereinafter "Employee").
For good consideration, the Company employees the Employee on the following
terms and conditions:
1. TERM OF EMPLOYMENT: Subject to the provisions for termination and
modification set forth below, the employment established by this
agreement effective, March 24, 2000, for a term of one year, and shall
automatically renew on March 24, 2001, and annually thereafter.
2. SALARY: The Company shall pay the Employee a salary of $100,000.00 per
Year, for the services of the employee, payable at regular payroll
periods. This salary rate will be reviewed by the Company after the
initial 12 months of employment and annually thereafter.
3. OTHER COMPENSATION: The Company shall provide a bonus plan which
enables the Employee, based upon meeting certain milestones developed
and agreed to by Employee and Company's Chief Technology Officer
(hereinafter "CTO"), Mr. Panos Lekkas, to achieve an annual bonus equal
to 100% of Employees base salary. The bonus plan will be established in
such a fashion as to enable the Employee to earn the bonus in $10,000
increments upon the achievement of the agreed upon milestones.
4. STOCK OPTIONS: The Company shall grant the Employee options to purchase
up to a total of 25,000 shares of THLC stock at an exercise price of
$4.00 per share. These stock options vest 1/2 upon the first
anniversary of employment with the Company, and 1/2 upon the second
anniversary of employment. The Employee must be in the employment of
the Company on the date of the vesting for these shares to vest.
5. DUTIES AND POSITION: The Company hires the Employee in the capacity of
Vice President, Cryptography, THLC, reporting to the CTO. In this
capacity the Employee's duties will consist mainly of developing
certain functions and related critical components of a very elaborate,
highly proprietary architecture, which the Company intends to make the
"de facto" standard in the communications security industry.
Additionally, such other duties are envisioned as advising and
counseling the CTO. The Employee will be expected to participate in the
general management of the Company, helping top management meet its
stated objectives, including various milestones established within
THLC. The Employee's duties may be reasonably modified at the Company's
direction from time to time.
6. EMPLOYEE TO DEVOTE FULL TIME TO COMPANY: the Employee will devote his
attention and energies full time to the business of the Company, and
during this
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employment will not engage in any other business activity, regardless
of whether such activity is pursued for profit, gain, or other
pecuniary advantage, except for the specific cases explicitly provided
herein or otherwise agreed upon in writing hereafter.
o The Employee is not prohibited from making personal investments
in any other businesses provided those investments do not
require active participation in the operation of said companies.
o Any ideas, inventions or intellectual capital relevant to the
business of the Company during the term of this agreement are
the sole property of the Company unless specifically rejected in
writing by the company and released to the employee.
o During his employment with the Company, the Employee will not
engage in authoring books unless specifically rejected in
writing by the CTO.
o For the spring semester of the year 2000, and in view of
previously taken legal commitments, the employee is authorized
by the Company to continue teaching his information
security-related classes for George Washington University. All
costs associated with teaching these classes including commuting
costs, are at the exclusive expense of the employee.
Company-related tasks will always stable over teaching or class
research work when conflicting workload priorities must be set.
o In view of the importance for the Employee's intellectual growth
and the strong positive public relations that this teaching
activity could generate for the Company, the Company hereby
authorizes the Employee to continue teaching for George
Washington University during the Fall 2000 semester and
thereafter, under the same conditions, for a maximum of one
class per semester, with a workload that will not exceed one
evening per week.
7. 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 the Employee reveal of threaten to reveal this
information, the Company shall be entitled to an injunction restraining
the Employee from disclosing the same, or from rendering any services
to any entity to whom said information has been or it is threatened to
be disclosed. The right to secure an injunction is not an exclusive,
and the Company may pursue any other remedies it has against the
Employee for any branch or threatened branch of this condition,
including the recovery of damages from the Employee.
8. REIMBURSEMENT OF EXPENSES: The Employee may incur reasonable
pre-approved expenses for furthering the Company's business, including
expenses for entertainment, travel, and similar items. The Company
shall reimburse Employee for all business expenses after the Employee
presents an itemized account of expenditures, pursuant to Company
policy.
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9. VACATION: The Employee shall be entitled to a yearly vacation of two
weeks at full pay in the first year, three weeks in the second year and
four weeks annually thereafter. This formula is intended to ensure
significant attention during the initial stages of design,
documentation and product launch.
10. TERMINATION OF AGREEMENT: Without cause, the Company may terminate This
agreement at anytime upon thirty days written notice to the employee.
If the Company terminates the Employee without 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. If the Company
requests, the Employee will continue to perform his duties and to 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 his employment upon 60 days
written notice to the Company. Employee may be required to perform his
duties and shall 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 thirty 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; or
d. the merger or consolidation of the Company with another company;
or
e. bankruptcy or chapter 11 reorganization.
In the case of a. through e. above, if the Company terminates the
Employee without cause, he would be entitled to the termination
benefits described in the termination section above.
11. DEATH BENEFIT: Should the Employee die during the term of employment,
the Company shall pay to Employee's estate any compensation due.
12. RESTRICTION ON POST-EMPLOYMENT: For a period of one year or after the
end of employment, the Employee shall not control, consult to or be
employed by any business similar to that conducted by the Company, as
defined below, either by soliciting any of Company's accounts or by
operating within the Company's
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general trading area. In addition to the constraints provided under the
Stock Purchase Agreement between COMSEC Solutions, LLC and THLC which
restrict post-employment in areas of competitors for COMSEC Solution's
business, these areas of post-employment are further defined as
companies engaged in "designing encryption and authentication ASIC's
(application-specific integrated circuits), which explicitly are
designed for and destined to be used in (a) securing wireless
e-commerce transactions, cellular telephone communications or palmtop
computing, and/or (b) contain embedded in silicon an underlying
hardware-based elliptic curve cryptography, and/or (c) also contain
simultaneously to the above-described functionality, signal recovery
and reconstruction functions."
13. 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 Company
is, or may become, a party either during or after employment.
14. EFFECT OF PRIOR AGREEMENTS: This agreement supersedes any prior
agreement between the Company or any predecessor or the Company and the
Employee, except that this agreement shall not affect of operate to
reduce any benefit or compensation inuring to the Employee of a kind
elsewhere provided and not expressly provided in this agreement.
15. 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 maybe entered in any
court with jurisdiction
16. 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.
17. 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.
18. ASSUMPTION OF AGREEMENT BY COMPANY'S SUCCESSORS AND ASSIGNS: The
Company's rights and obligations under this agreement will inure to the
benefit and be binding upon the Company's successors and assigns.
19. 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 on by a written agreement signed by both parties.
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Signed this 24th day of March, 2000.
/s/ BRUCE YOUNG /s/ RANDALL K. NICHOLS
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For TeleHubLink Corporation Randall K. Nichols
BRUCE YOUNG
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Printed name
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PRESIDENT/CEO
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