Exhibit 10.4
LETTERHEAD OF FRONTLINE.NET
[LOGO] Frontline.net
Effortless Ecommerce & Internet Access
One Blue Hill Plaza Phone (914) 623-8553
P.O. Box 1548 Fax (914) 623-8669
Pearl River, NY 10965 E-mail frontline@fcc.net
September 20, 1999
Mr. Jodie Jackson
5319 Washington Blvd.
Jersey City, NJ
Dear Mr. Jackson:
This will confirm the terms of your employment with Frontline
Communications Corp. (the "Company"). You agree to serve on a full-time basis as
the General Manager and Chief Operating Officer for a period of one year
commencing as of the above date (the "Term"), unless earlier terminated pursuant
hereto. You shall perform your duties to the satisfaction of the Board of
Directors and in furtherance of the business and activities of the Company, such
work to be performed primarily at the Company's office located in Pearl River,
New York; it being understood that you may be required to travel in connection
with the business of the Company. During the Term, you shall report as the Board
of Directors directs.
During the Term of this Agreement, you shall be compensated at the
salary rate of $110,000 per annum, payable bi-weekly. You shall be provided with
the Company's existing health insurance plan, at a cost to you of no more than
that paid by other Executive level employees (currently being 5% of the cost of
such coverage). You shall be entitled each calendar year to a vacation of twenty
(20) weekdays, no two of which need be consecutive, during which time
compensation shall be paid in full. The Company shall not be required to
compensate you for Vacation days not taken by you in any given year, and you may
not accrue or accumulate unused vacation days in subsequent years. You shall
endeavor in good faith to schedule such vacation leave at times and in a manner
which does not unreasonably impede the operation of the Company.
In addition hereto, upon execution of this agreement you shall be
issued fifty thousand (50,000) of the Company's stock options, which shall vest
in accordance with the Stock Option Agreement executed simultaneously herewith.
All expenses incident to the rendering of services reasonably incurred
on behalf of the Company during the Term of this Agreement shall be paid by the
Company in accordance with Company's expense policy. Additionally, Employee
shall have use of a Company mobile telephone for Company business and use of a
Company laptop. Employee shall be entitled to a $400 per month car allowance.
Upon a change in the ownership or effective control of the Company, you
shall be paid, as additional compensation, an amount equal to 295% of your
annual base salary at the time of any such change in ownership or effective
control of the Company. Such amount shall be paid within thirty (30) days of the
happening of such change in ownership or effective control of the Company. You
shall have the right, at any time following a change in the ownership or
effective control of the Company, to terminate this employment agreement, upon
fourteen (14) written notice to the Company.
For purposes of the preceding paragraph, a "change in the ownership or
effective control of the Company" shall mean the happening of any of the
following events:
(1). Any person (as that term is defined in Section 13(d) of the
Securities and Exchange Act of 1934, as amended) is or becomes the
beneficial owner, directly or indirectly, of securities of the
Corporation representing 35% or more of the combined voting power of
the Company's then outstanding voting securities, or such lesser amount
as is sufficient to obtain a controlling interest in the Company;
(2). In any one year period, individuals who at the beginning of such
period constitute the Board cease for any reason to constitute a least
a majority thereof at or prior to the conclusion of such one year
period;
(3). The sale, transfer and/or assignment of a substantial portion of
the assets of the Company.
Your employment may be terminated: (i) for cause (as hereinafter
defined); (ii) in the event of your death; or (iii) your inability, by reason of
physical or mental disability, to continue to substantially perform your duties
for a period of 90 consecutive days. In any such event, the Company shall
compensate you through the date of termination.
For purposes of this Agreement, the Company shall have "cause" to
terminate your employment upon (i) the failure to satisfactorily perform your
duties under this Agreement, (ii) your engagement in criminal misconduct
(including embezzlement and criminal fraud) which is injurious to the Company,
monetarily or otherwise, (iii) your conviction of a felony or (iv) your gross
negligence.
You agree that you will not, during the period of your employment and
for a period of two years following such employment, directly or indirectly (i)
use, communicate, disclose or disseminate to any person, firm or corporation any
confidential information regarding the clients, customers or business practices
of the Company acquired by you during your employment by the Company, provided,
however, that you are prohibited from misappropriating any trade secret at any
time during or after the termination of employment; or (ii) within any county
(or adjacent county) in any State within the United States engage, have an
interest in or render any services to any business competitive with the
Company's business activities; or (iii) take any action which constitutes an
interference with or a disruption of any of the Company's business activities
including, without limitation, the solicitation of the Company's customers or
employees. At no time during the Term of this Agreement or thereafter shall you,
directly or indirectly, disparage the commercial, business or financial
reputation of the Company.
You agree that the Company would be irreparably injured in the event of
a breach by you of any of your obligations under the preceding paragraph, that
monetary damages would not be an adequate remedy for any such breach, and the
Company shall be entitled to injunctive relief, in addition to any other remedy
which it may have, in the event of any such breach.
You agree that you will not at any time during or after the termination
of your employment, directly or indirectly, use, communicate, disclose or
disseminate to any person, firm or corporation any confidential information
regarding the clients, customers or business practices of the Company acquired
by you during your employment with the Company.
You hereby further acknowledge that all inventions, innovations,
improvements, or other works of authorship you may conceive or develop in the
course of performing services for the Company, or as a result of such work,
whether or not they are eligible for patent, trademark, trade secret, or other
legal protection (collectively, "Work Product") will be the sole and exclusive
property of the Company. You hereby irrevocably (i) assign, transfer and convey
to the Company all right, title and interest in the Work Product (including any
related rights of reproduction) and (ii) assign, transfer and convey, and waive
and agree never to assert, with respect to any Work Product even after
termination of employment hereunder, any and all rights you may have to claim
authorship of Work Product, to object to or prevent any modification of any Work
Product, to withdraw from circulation or control the publication or distribution
of any Work Product, and any similar right, existing under judicial or statutory
law of any country in the world. You agree to execute such further documents and
to do such further acts, at the Company's expense, as may be necessary to
perfect the foregoing assignment and to protect the rights of the Company in the
Work Product. In the event you fail or refuse to execute such documents, you
hereby appoint the Company as your attorney-in-fact (this appointment to be
irrevocable and a power coupled with an interest) to act on your behalf and to
execute such documents.
If any of the provisions of this Agreement shall be adjudicated to be
invalid or unenforceable for any reason whatsoever, said provision shall be
(only with respect to the operation thereof in the particular jurisdiction in
which such adjudication is made) construed by limiting and reducing it so as to
be enforceable to the extent permissible, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of said
provision in any other jurisdiction.
All notices relating to this Agreement shall be in writing and shall be
either personally delivered, sent by telecopy (receipt confirmed) or mailed by
certified mail, return receipt requested, to be delivered at such address as is
indicated above, or at such other address or to the attention of such other
person as the recipient has specified by prior written notice to the sending
party. Notice shall be effective when so personally delivered, one business day
after being sent by telecopy or five days after being mailed.
This agreement may be extended for additional periods upon the mutual
agreement by the parties, in which event the parties agree to enter into good
faith negotiations with respect to salary, bonus provisions and such other terms
and conditions as the parties may agree).
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
You represent that the execution of this Agreement and the discharge of
your obligations hereunder will not breach or conflict with any other contract,
agreement, or understanding between you and any other party.
Very truly yours,
FRONTLINE COMMUNICATIONS CORP.
By: /s/ Stephen J. Cole-Hatchard
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Stephen J. Cole-Hatchard
President/CEO
AGREED TO AND ACCEPTED:
/s/ Jodie Jackson
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Jodie Jackson