EXHIBIT 10.7
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made, entered into, and
effective as of January 1, 2000 ("Effective Date"), by and between Internet
Business' International, a Nevada corporation (the "Company") and Al Reda
("Reda").
RECITALS
WHEREAS, COMPANY desires to benefit from Reda's expertise and employ Reda
as Chief Executive Officer ("C.E.O.") and Reda is willing to accept such
employment.
NOW, THEREFORE,in consideration of the mutual covenants and conditions
contained herein, the parties hereto hereby agree as follows:
AGREEMENT
ARTICLE I
TERM AND DUTIES
The Company hereby employs Reda as C.E.O. as of the Effective Date and
Reda agrees to enter into and remain in the employ of the Company until five
years from the date of this Agreement unless (i) this Agreement is terminated as
provided hereinbelow; or (ii) this Agreement is extended by mutual agreement of
the parties. Reda shall faithfully and diligently perform all professional
duties and acts as C.E.O. as may be reasonably requested of Reda by the Company
or its officers consistent with the function of a C.E.O. of a comparable
business holding company.
ARTICLE II
DUTIES
2.1 Reda agrees to perform Reda's services to the best of his ability.
Reda agrees throughout the term of this Agreement to devote sufficient time,
energy and skill to the business of the Company and to the promotion of the best
interests of the Company. The Company understands and agrees that Reda may from
time to time undertake business opportunities so long as they do not conflict
with his duties to the Company and hereby waives any claim it may have with
respect to Reda's undertaking such opportunities.
ARTICLE III
COMPENSATION
3.1 Subject to the termination of this Agreement as provided herein, the
Company shall compensate Reda for his services hereunder at an annual salary
("Salary") of One Hundred Eighty Thousand Dollars ($180,000.00) payable in
semi-monthly installments in accordance with the Company's practices, less
normal payroll deductions.
3.2 In addition to the Salary as defined above, the Company agrees to the
following schedule:
a. On the first year's anniversary of this Agreement, Reda's salary shall
be $16,000 per month
b. On the second year's anniversary of this Agreement, Reda's salary shall
be $17,000 per month.
c. On the third year's anniversary of this Agreement, Reda's salary shall
be $18,000 per month.
d. On the fourth year's anniversary of this Agreement, Reda's salary shall
be $19,000 per month.
3.3 In addition to the compensation set forth above, the Company shall
periodically review Reda's performance and services rendered with a view to
paying discretionary bonuses based upon above-average or outstanding performance
for a prior period. Any such bonuses approved by the Company shall be paid to
Reda within 30 days of the grant thereof. The following performance milestones
shall justify the particular stock bonuses, to be issued by the company, as set
forth below:
a. At $ 2 million in sales, 500,000 shares of IBI stock.
b. At $ 3 million in sales, 800,000 shares of IBI stock.
c. At $ 5 million in sales, 1,000,000 shares of IBI stock.
d. At $ 8 million in sales, 2,000,000 shares of IBI stock.
e. At $ 10 million in sales, 2,500,000 shares of IBI stock.
f. At $ 12 million in sales, 3,000,000 shares of IBI stock.
3.4 In addition to the Salary and bonuses stated above,
-2-
commencing with the Effective Date, Cherry shall be eligible to participate in a
health insurance plan, including dependent coverage, supplied by the Company.
Cherry shall be entitled to participate in any and all group life, workers'
compensation, health plan or accidental insurance plans which are adopted by the
Company for the benefit of executive officers or employees. Cherry shall be
entitled to such sick leave and paid holidays and to such other perquisites of
employment, as customarily are extended by the Company to executive officers or
employees. In addition, Cherry shall be entitled to such other benefits as the
Company may elect to provide generally, from time to time, to executive officers
or employees. Cherry shall be entitled to the following vacation benefits:
i. 4 weeks on first year anniversary
ii. 5 weeks on second year anniversary
iii. 6 weeks on third year anniversary and thereafter.
3.5 If for any reason, including malfeasance, misfeasance, and/or
nonfeasance, the Company decides to terminate Cherry, then Cherry shall still be
entitled to all benefits under this Agreement.
ARTICLE IV
EXPENSES
The Company shall reimburse Cherry for all reasonable business related
expenses incurred by Cherry in the course of his normal duties on behalf of the
company. In reimbursing Cherry for expenses, the ordinary and usual business
guidelines and documentation requirements shall be adhered to by the Company and
Cherry. Cherry shall be receive a car allowance of $400 per month.
ARTICLE V
BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto their respective devisees, legatees, heirs, legal
representatives, successors, and permitted assigns. The preceding sentence shall
not affect any restriction on assignment set forth elsewhere in this Agreement.
-3-
ARTICLE VI
ARBITRATION
If a dispute or claim shall arise between the parties with respect to any
of the terms or provisions of this Agreement, or with respect to the performance
by any of the parties under this Agreement, then the parties agree that the
dispute shall be arbitrated in Orange County, California before a single
arbitrator, in accordance with the rules of Judicial Arbitration and Mediation
Services, Inc./Endispute ("JAMS/Endispute").
ARTICLE VII
NOTICES
Any notice, request, demand, or other communication given pursuant to the
terms of this Agreement shall be deemed given upon delivery, if hand delivered
or delivered via facsimile, or Forty-Eight (48) hours after deposit in the
United States mail, postage prepaid, and sent certified or registered mail,
return receipt requested, correctly addressed to the addresses of the parties
indicated below or at such other address as such party shall in writing have
advised the other party.
If to the Company:
3900 Birch Street, #113
Newport Beach, CA 92660
If to Cherry:
27786 Hidden Trail Road
Laguna Hills, CA 92660
ARTICLE VIII
ASSIGNMENT
Subject to all other provisions of this Agreement, any attempt to assign
or transfer this Agreement or any of the rights conferred hereby, by judicial
process or otherwise, to any person, firm, company, or corporation without the
prior written consent of the party, shall be invalid, and may, at the option of
such other
-4-
party, result in an incurable event of default resulting in termination of this
Agreement and all rights hereby conferred.
ARTICLE IX
CHOICE OF LAW
This Agreement and the rights of the parties hereunder shall be governed
by and constructed in accordance with the laws of the Sate of California
including all matters of construction, validity, performance, and enforcement
and without giving effect to the principles of conflict of laws.
ARTICLE X
JURISDICTION
The parties submit to the jurisdiction of the Courts of the State of
California or a Federal Court empaneled in the State of California for the
resolution of all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of arbitration award.
ARTICLE XI
ENTIRE AGREEMENT
Except as provided herein, this Agreement contains the entire agreement of
the parties, and supersedes all existing negotiations, representations, or
agreements and all other oral, written, or other communications between them
concerning the subject matter of this Agreement. There are no representations,
agreements, arrangements, or understandings, oral or written, between and among
the parties hereto relating to the subject matter of this Agreement that are not
fully expressed herein.
ARTICLE XII
SEVERABILITY
If any provision of this Agreement is unenforceable, invalid, or violates
applicable law, such provision, or unenforceable portion of such provision,
shall be deemed stricken and shall not affect the enforceability of any other
provisions of this Agreement.
-5-
ARTICLE XIII
CAPTIONS
The captions in this Agreement are inserted only as a matter of
convenience and for reference and shall not be deemed to define, limit, enlarge,
or describe the scope of this Agreement or the relationship of the parties, and
shall not affect this Agreement or the construction of any provisions herein.
ARTICLE XIV
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.
ARTICLE XV
MODIFICATION
No change, modification, addition, or amendment to this Agreement shall be
valid unless in writing and signed by all parties hereto.
ARTICLE XVI
WAIVER
No waiver of any breach, covenant, representation, warranty, or default of
this Agreement by any party shall be considered to be a waiver of any other
breach, covenant representation warranty or default of this Agreement.
-6-
ARTICLE XVII
INTERPRETATION
The terms and conditions of this Agreement shall be deemed to have been
prepared jointly by all of the Parties hereto. Any ambiguity or uncertainty
existing hereunder shall not be construed against any one of the drafting
parties, but shall be resolved by reference to the other rules of interpretation
of contracts as they apply in the State of California.
ARTICLE XVIII
ATTORNEYS' FEES
Except as otherwise provided herein, if a dispute should arise between the
parties including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees.
ARTICLE XIX
TAXES
Any income taxes required to be paid in connection with the payments due
hereunder, shall be borne by the party required to make such payment. Any
withholding taxes in the nature of a tax on income shall be deducted from
payments due, and the party required to withhold such tax shall furnish to the
party receiving such payment all documentation necessary to prove the proper
amount to withhold of such taxes and to prove payment to the tax authority of
such required withholding.
ARTICLE XX
NOT FOR THE BENEFIT OF CREDITORS OF THIRD PARTIES
The provisions of this Agreement are intended only for the regulation of
relations among the parties. This Agreement is not intended for the benefit of
creditors of the parties or other third parties and no rights are granted to
creditors of the parties or other third parties under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
-7-
"Company" "Cherry"
Internet Business' International Louis Cherry
By:
----------------------------- -----------------------------
Name:
---------------------------
Title:
--------------------------
3.4 In addition to the Salary and bonuses stated above, commencing with
the Effective Date, Reda shall be eligible to participate in a health insurance
plan, including dependent coverage, supplied by the Company. Reda shall be
entitled to participate in any and all group life, workers' compensation, health
plan or accidental insurance plans which are adopted by the Company for the
benefit of executive officers or employees. Reda shall be entitled to such sick
leave and paid holidays and to such other perquisites of employment, as
customarily are extended by the Company to executive officers or employees. In
addition, Reda shall be entitled to such other benefits as the Company may elect
to provide generally, from time to time, to executive officers or employees.
Reda shall be entitled to the following vacation benefits:
i. 4 weeks on first year anniversary
ii. 5 weeks on second year anniversary
iii. 6 weeks on third year anniversary and thereafter.
3.5 If for any reason, including malfeasance, misfeasance, and/or
nonfeasance, the Company decides to terminate Reda, then Reda shall still be
entitled to all benefits under this Agreement.
ARTICLE IV
EXPENSES
The Company shall reimburse Reda for all reasonable business related
expenses incurred by Reda in the course of his normal duties on behalf of the
company. In reimbursing Reda for expenses, the ordinary and usual business
guidelines and documentation requirements shall be adhered to by the Company and
Reda.
-8-
ARTICLE V
BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto their respective devisees, legatees, heirs, legal
representatives, successors, and permitted assigns. The preceding sentence shall
not affect any restriction on assignment set forth elsewhere in this Agreement.
ARTICLE VI
ARBITRATION
If a dispute or claim shall arise between the parties with respect to any
of the terms or provisions of this Agreement, or with respect to the performance
by any of the parties under this Agreement, then the parties agree that the
dispute shall be arbitrated in Orange County, California before a single
arbitrator, in accordance with the rules of Judicial Arbitration and Mediation
Services, Inc./Endispute ("JAMS/Endispute").
ARTICLE VII
NOTICES
Any notice, request, demand, or other communication given pursuant to the
terms of this Agreement shall be deemed given upon delivery, if hand delivered
or delivered via facsimile, or Forty-Eight (48) hours after deposit in the
United States mail, postage prepaid, and sent certified or registered mail,
return receipt requested, correctly addressed to the addresses of the parties
indicated below or at such other address as such party shall in writing have
advised the other party.
If to the Company:
3900 Birch Street, #113
Newport Beach, CA 92660
If to Reda:
2557 Oxford Lane
Costa Mesa, CA 92626
-9-
ARTICLE VIII
ASSIGNMENT
Subject to all other provisions of this Agreement, any attempt to assign
or transfer this Agreement or any of the rights conferred hereby, by judicial
process or otherwise, to any person, firm, company, or corporation without the
prior written consent of the party, shall be invalid, and may, at the option of
such other party, result in an incurable event of default resulting in
termination of this Agreement and all rights hereby conferred.
ARTICLE IX
CHOICE OF LAW
This Agreement and the rights of the parties hereunder shall be governed
by and constructed in accordance with the laws of the Sate of California
including all matters of construction, validity, performance, and enforcement
and without giving effect to the principles of conflict of laws.
ARTICLE X
JURISDICTION
The parties submit to the jurisdiction of the Courts of the State of
California or a Federal Court empaneled in the State of California for the
resolution of all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of arbitration award.
ARTICLE XI
ENTIRE AGREEMENT
Except as provided herein, this Agreement contains the entire agreement of
the parties, and supersedes all existing negotiations, representations, or
agreements and all other oral, written, or other communications between them
concerning the subject matter of this Agreement. There are no representations,
agreements, arrangements, or understandings, oral or written, between and among
the parties hereto relating to the subject matter of this Agreement that are not
fully expressed herein.
-10-
ARTICLE XII
SEVERABILITY
If any provision of this Agreement is unenforceable, invalid, or violates
applicable law, such provision, or unenforceable portion of such provision,
shall be deemed stricken and shall not affect the enforceability of any other
provisions of this Agreement.
ARTICLE XIII
CAPTIONS
The captions in this Agreement are inserted only as a matter of
convenience and for reference and shall not be deemed to define, limit, enlarge,
or describe the scope of this Agreement or the relationship of the parties, and
shall not affect this Agreement or the construction of any provisions herein.
ARTICLE XIV
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.
ARTICLE XV
MODIFICATION
No change, modification, addition, or amendment to this Agreement shall be
valid unless in writing and signed by all parties hereto.
ARTICLE XVI
WAIVER
No waiver of any breach, covenant, representation, warranty, or default of
this Agreement by any party shall be considered to be a waiver of any other
breach, covenant representation warranty or default of this Agreement.
-11-
ARTICLE XVII
INTERPRETATION
The terms and conditions of this Agreement shall be deemed to have been
prepared jointly by all of the Parties hereto. Any ambiguity or uncertainty
existing hereunder shall not be construed against any one of the drafting
parties, but shall be resolved by reference to the other rules of interpretation
of contracts as they apply in the State of California.
ARTICLE XVIII
ATTORNEYS' FEES
Except as otherwise provided herein, if a dispute should arise between the
parties including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees.
ARTICLE XIX
TAXES
Any income taxes required to be paid in connection with the payments due
hereunder, shall be borne by the party required to make such payment. Any
withholding taxes in the nature of a tax on income shall be deducted from
payments due, and the party required to withhold such tax shall furnish to the
party receiving such payment all documentation necessary to prove the proper
amount to withhold of such taxes and to prove payment to the tax authority of
such required withholding.
ARTICLE XX
NOT FOR THE BENEFIT OF CREDITORS OF THIRD PARTIES
The provisions of this Agreement are intended only for the regulation of
relations among the parties. This Agreement is not intended for the benefit of
creditors of the parties or other third parties and no rights are granted to
creditors of the parties or other third parties under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
-12-
"Company" "Reda"
Internet Business' International Al Reda
By:
----------------------------- -----------------------------
Name:
---------------------------
Title:
--------------------------
-13-