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EXHIBIT 10.11
EMPLOYMENT AGREEMENT
BETWEEN
BLAXXUN INTERACTIVE
AKTIENGESELLSCHAFT
MITTERERSTRASSE 9
80336 MUNICH
- HEREINAFTER CALLED 'BLAXXUN' -
AND
ELMAR MERGET
GEORG-BAUMANN-STRASSE 7
85567 GRAFING
- HEREINAFTER CALLED 'EMPLOYEE' -
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Employment Agreement
between blaxxun interactive Aktiengesellschaft
and Elmar Merget
1 ACTIVITY
The employee shall be employed at blaxxun as VP Engineering starting February 8,
1999. blaxxun reserves the right to assign the employee to other employment
matching the knowledge and prior training of the employee.
The employee and blaxxun hereby stipulate a phase-in period of no more than 3
months in which the employee can wind up his prior customer contracts. The
coordination with respect to time and the corresponding reduction of
remuneration during this period shall occur by mutual consent.
The responsibilities of the employee shall include in particular:
Management of product development and the solution area.
2 COMPENSATION
The employee shall receive a gross annual basis compensation in the amount of
DM 120,000.00.
It shall be comprised of twelve monthly payments in the amount of
DM 10,000.00 each.
In addition, the employee shall receive a performance-based variable target
income, of which the amount and calculation basis shall be separately regulated
and newly set every year. Initially, the annual performance-based variable
target income shall be
DM 25,000.00.
These payments shall cover compensation for any necessary overtime.
The basis compensation shall be transferred at the end of every month. The
variable compensation shall be oriented according to the valid updated blaxxun
interactive General Compensation Plan (current version attached). The taxes and
social security contributions to be withheld shall reduce the gross compensation
and shall be deducted by blaxxun. The annual compensation package shall be
reviewed at the start of every financial year (August 1 to July 31), for the
first time on August 1, 1999.
Insofar as and to the extent that the employee is granted options for
acquisition of shares in blaxxun interactive, Inc., San Francisco, the rights of
the employee shall be determined solely according to an agreement to be
concluded between him and blaxxun interactive, Inc. blaxxun makes no guarantee
that options shall be granted to the employee; blaxxun is expressly not
obligated to influence blaxxun interactive, Inc. in any way regarding the
granting of options. The employee acknowledges that the granting of options is
subject to the sole discretion of blaxxun interactive, Inc. If the employee
exercises the options granted to him entirely or partially, then he
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Employment Agreement
between blaxxun interactive Aktiengesellschaft
and Elmar Merget
shall immediately inform blaxxun of the number of shares acquired based on the
options and the date and time of the acquisition and shall take all required
steps in order to enable blaxxun to fulfill its obligations under wage tax law.
The employee shall indemnify blaxxun against any claim brought by tax
authorities, insofar as the claim is based on a violation of the employee's
obligations.
3 LEAVE
The duration of leave is based on provisions in effect at blaxxun and currently
equals 30 days per year. Leave shall be scheduled by mutual consent.
4 PROBATIONARY PERIOD
The Agreement is concluded for a six-month probationary period and during this
period it may be terminated by either party as of the end of a month, with one
month's prior notice. If the Agreement is not terminated by either party during
the probationary period, then it shall continue in effect as a full employment
agreement without a limit of duration.
5 TERMINATION
After the lapse of the probationary period, the agreement may be terminated as
of the end of a month with three months' prior notice. Notice of termination
must be in written form.
6 OUTSIDE ACTIVITIES
The employee hereby undertakes not to exercise any outside activities for the
term of this employment relationship - even while on leave - and not to work for
other principals either with or without compensation. This is not applicable
during the phase-in period. This shall not affect the formal activity as
managing director of Software System Merget GmbH, on the condition that the
employee does not carry out any projects for this company, or the activity for
the adult education center ("Volkshochschule"). Both activities shall be
exercised outside of working hours. The time requirement shall have no
significant impact on the activity at blaxxun.
An exception to this regulation shall be possible only after express, written
consent from blaxxun. The employee hereby undertakes not to acquire shares in
companies which are in competition with blaxxun.
A non-competition clause is not a component of this Agreement.
7 CONFIDENTIALITY, DOCUMENTS
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Employment Agreement
between blaxxun interactive Aktiengesellschaft
and Elmar Merget
Knowledge of internal operating processes, in particular all operating and
commercial secrets of blaxxun and its customers, of which the employee learns as
a result of the employment relationship, shall be kept secret from outside third
parties. This regulation shall be applicable also to the period after expiration
of this Agreement.
All work documents and other business documents which are made available to the
employee within the framework of his responsibilities or which he himself
prepares in the course of the contractual relationship shall be treated as the
property of blaxxun and carefully maintained. The documents and data media which
contain business secrets of blaxxun, or works to which blaxxun holds rights,
shall be returned to blaxxun on request, and no later than the expiration of the
contractual relationship even without specific request.
The same shall be applicable also to documents which the employee has acquired
within the framework of customer projects. In the event of a grossly negligent
violation of these obligations during the term of the contractual relationship
or after the expiration of the contractual relationship, blaxxun may bind the
employee, or the former employee, to compensate all damages to blaxxun and its
clients.
The employee hereby undertakes to sign the "Non-Disclosure and Development
Agreement", which forms an integral part of this Agreement and is attached as
Appendix 1 to this Agreement.
8 OTHER PROVISIONS
To the extent that no other regulation occurs in an individual contract, the
provisions of the employee handbook and the valid shop agreements, if such
exist, shall be applicable to the employment relationship. For the rest, the
provisions of law shall be applicable.
No oral subagreements exist. Amendments and additions to this Agreement shall
require written form to be effective. If a provision of the Agreement is
ineffective, the remainder of the Agreement shall nonetheless remain in effect.
The ineffective provision shall be replaced by an effective provision which
shall come as close as possible to the economic purpose of the ineffective
provision.
Munich, February 4, 1999
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blaxxun interactive Elmar Merget
Aktiengesellschaft