Exhibit 10.26
EMPLOYMENT CONTRACT
By this contract STARMEDIA DO BRASIL LTDA., a company headquartered in the
city and State of Sao Paulo, located at Avenida das Nacoes Unidas, 12.551,
15(degree) floor, rooms 1508 and 1509, with C.N.P.J. n. 02.554.300/0001-48,
herein represented by its undersigned legal representative (henceforth called
"COMPANY"), on the one part; and FRANCISCO ALBERTO DE SAMPAIO LOUREIRO,
engineer, bearer of Identity Card R.G. n.(degree) 986.840, enrolled in the
C.P.F. under N.(degree) 380.780.237-15, resident at Avenida Vieira Souto, 324,
apartment 101, Ipanema, Rio de Janeiro, State of Rio de Janeiro (henceforth
called the "EXECUTIVE"), on the other part, (henceforth jointly called the
"PARTIES") execute an employment contract ("CONTRACT"), under the following
terms and conditions:
1. - TERM OF CONTRACT
1.1. - COMPANY contracts the EXECUTIVE, and the EXECUTIVE obliges
himself to render his services to COMPANY, for an undetermined period of time,
as from the date hereof.
2. - DUTIES
2.1. - The EXECUTIVE is contracted to hold the position of Chief
Operating Officer.
2.2. - EXECUTIVE will perform all the duties related to his position
as may from time to time be assigned to him and comply with all reasonable
directions made by or on behalf of COMPANY.
3. - EMPLOYMENT CONTRACT CONDITIONS
3.1. - EXECUTIVE shall perform the duties which are the object of this
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Contract on the premises of the COMPANY in Brazil.
3.2. - EXECUTIVE agrees to be transferred to any other place of work,
on a provisional or definite basis, at the entire discretion of the COMPANY,
even if this implies a change of his domicile, without any additional
compensation.
3.3. - By virtue of this Contract, EXECUTIVE obliges himself:
(a) to dedicate all his efforts to the performance of his
duties, as well as to any others assigned to him and to perform such duties
diligently, without loss of time and with full dedication during the
employment relationship hereby established;
(b) not to exercise or to engage in any activities foreign
to the corporate objects of COMPANY, nor to participate in such activities in
any manner whatsoever, directly or through third persons, whilst the
employment relationship hereby established is in force, without the written
consent of COMPANY;
(c) to be liable to and hold the COMPANY harmless against
any and all losses effectively and negligently caused by him to the COMPANY
with or without fraudulent intent, and to do so through deductions from his
remuneration, bonus, and so on; the COMPANY at its exclusive discretion will
decide on the manner and date thereof.
4. - CONFIDENTIALITY AND NON COMPETITION
4.1 - The EXECUTIVE acknowledges and agrees that his employment bond
with the COMPANY is based on a relationship of confidence and trust between
the Parties with respect to any and all confidential information obtained by
the EXECUTIVE when performing his activities under this Contract, which
include, but are not limited to, technical, administrative or commercial
knowledge regarding the internal organization of the COMPANY or of its
affiliates, subsidiaries and any other company which belongs to the COMPANY's
economic group, reports, customer lists, services previously performed,
inventions, designs, improvements, software, drawings and other
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intellectual property, trade secrets, manufacturing and research processes,
formulae, technology, marketing and business strategies, and any other
information (the "Confidential Information").
4.2. - In view of the relationship of confidence and trust
established between the Parties under this Contract, the EXECUTIVE undertakes
not to disclose, directly or indirectly, to any other person, during the term
of this Contract and after its termination, any Confidential Information or
any other written documents and copies thereof developed or made by the
EXECUTIVE when performing his activities under this Contract, or any and all
other materials related to the Confidential Information of the COMPANY, which
the EXECUTIVE may obtain under this Contract and which in any manner are
related thereto, and to keep such knowledge and information strictly
confidential.
4.3. - The EXECUTIVE agrees that during the term of this Contract he
shall not employ, nor advise or recommend to any person to employ, any person
who is employed by the COMPANY or by any company of its economic group. The
EXECUTIVE also agrees not to induce such persons to accept any employment
other than with the COMPANY, provided that the EXECUTIVE shall be permitted to
respond to requests for references from prospective companies with respect to
any such employees, nor to participate in, and not have any interest in any
type of business which competes with any facet of the business of the COMPANY
in Brazil.
5. - REMUNERATION
5.1. - In consideration of the services to which this Contract
refers, EXECUTIVE shall receive monthly salary of R$ 46,125.00 (forty-six
thousand and one hundred and twenty-five reais).
6. - HIRING BONUS ("KEY MONEY FEE")
6.1. - By signing this Contract, the EXECUTIVE will be granted with
an one time Hiring Bonus, as a key money fee for his hire, of U.S.$ 608,333.33
(six hundred and
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eight thousand and three hundred and thirty-three U.S. dollars and
thirty-three cents), which will be paid by the COMPANY in Brazilian currency,
in an amount equivalent to R$ 1,122.375.00 (one million and one hundred and
twenty-two thousand and three hundred and seventy-five reais).
6.2. - If the Contract is terminated by the EXECUTIVE or by the
COMPANY, for whatever reason, prior to January 17, 2001, the EXECUTIVE shall
within 30 days repay to the COMPANY, without any prior notice from the
COMPANY, U.S.$ 400,000.00 (four hundred thousand U.S. dollars), which will be
paid to the COMPANY in Brazilian currency for the amounts paid to him by means
of Hiring Bonus ("Key Money Fee"). The EXECUTIVE's failure to reimburse
forthwith the amounts paid by the COMPANY for the Hiring Bonus ("Key Money
Fee") shall entitle the COMPANY to offset such amounts against any severance
pay then due to the EXECUTIVE, but does not limit the COMPANY's entitlement to
pursue reimbursement through any other remedies available to it at law.
6.3. - The Parties hereby agree that the Hiring Bonus will only be
paid at the time the EXECUTIVE is hired, and that such Hiring Bonus shall not
become part of the EXECUTIVE's general employment conditions, and shall not be
considered a vested or permanent right of the EXECUTIVE.
7. - GENERAL
7.1. - The COMPANY shall meet any reasonable traveling, hotel and
other out of pocket expenses properly incurred in the course of EXECUTIVE
employment and previously approved by COMPANY.
7.2. - Any and all inventions, creations, ideas, improvements and
software of any nature whatsoever, whether or not patentable, and developed by
the EXECUTIVE in connection with his activities and employment with COMPANY
will always be the property of COMPANY.
7.3. - Either party may terminate this Contract, with or without good
cause.
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Where either party has violated any of the clauses of this Contract, the other
party shall have the right to terminate forthwith, without any prior notice
and/or severance compensation, and such termination shall be automatically
deemed to fall under the provisions of articles 482 and 483 of the Brazilian
Consolidated Labor Laws. In all other cases, both COMPANY and EXECUTIVE shall
give the other party a notice of termination of 30 (third) days.
7.4. - Also the following shall constitutes grounds for dismissal
with cause (i) violation of any rule or regulation of any regulatory agency of
self-regulatory agency; (ii) commitment of a crime; (iii) violation of any
policy or rule of COMPANY; (iv) any other act of omission detrimental to the
conduct of COMPANY' business; or (v) violation of any term of this Contract.
7.5. - Upon termination of the employment relationship for whatever
reason, EXECUTIVE shall surrender forthwith to COMPANY all records of COMPANY
in possession of EXECUTIVE, including any papers and copies prepared by
EXECUTIVE or third parties, whether confidential or not, and as from the end
of the employment relationship those records and papers shall no longer be
used by EXECUTIVE.
7.6. - The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision.
7.7. - This Contract, including any points not covered hereby, shall
be governed by relevant legislation in force in Brazil.
The parties hereto have caused this Contract to be executed in duplicate, and
signed in the presence of the witnesses hereunder, present throughout these
proceedings.
Sao Paulo, September 26, 2000
STARMEDIA DO BRASIL LTDA.
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FRANCISCO ALBERTO DE SAMPAIO LOUREIRO
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Witnesses:
1. -
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Name:
R.G.:
2. -
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Name:
R.G.: