EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of June 22,
1999, by and between Bookdigital.com Inc., ("the Employer"), of 5 Bayberry
Drive, Princeton, NJ 08540, and Don L. Rose, ("the Employee"), of 5 Groton
Drive, Port Jefferson Station,
NY 11776.
A. Employer is engaged in the business of Internet commerce
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employee shall provide to Employer the following services:
Serve as Chief Executive Officer (CEO) of Bookdigital.com Inc. and perform all
duties incumbant in that role, including, but not limited to: Development of
Bookdigital's web site and Ecommerce business and oversee the upcoming public
offering of Bookdigital's common stock.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided at such place(s) as the needs, business, or opportunities
of the Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee an annual salary of
$ 85,000.00 payable in monthly installments payable on the first day of each
month. In addition, Employer will pay Employee a bonus of $ 20,000.00 upon
signing of this contract. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that the Employee shall be
entitled to payments for periods or partial periods that occurred prior to
the date of
termination and for which the Employee has not yet been paid. Accrued vacation
will be paid in accordance with state law and the Employer's customary
procedures.
4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER
POLICY. The Employer will reimburse Employee for "out-of-pocket" expenses in
accordance with Employer policies in effect from time to time.
5. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
- inventions
- products
- apparatus
- future plans
- business affairs
- processes
- trade secrets
- technical matters
- customer lists
- product design
- copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique
assets of Employer. Employee agrees that the Employee will not at any time or
in any manner, either directly or indirectly, divulge, disclose, or communicate
in any manner any Information to any third party without the prior written
consent of the Employer. Employee will protect the Information and treat it as
strictly confidential. A violation by Employee of this paragraph shall
be a material violation of this Agreement and will justify legal and/or
equitable relief.
6. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a 2
year period after the termination of Employee's employment.
7. NON-COMPETE AGREEMENT. Recognizing that the various items of
Information are special and unique assets of the company, Employee agrees and
covenants that for a period of 1 year following the termination of this
Agreement, whether such termination is voluntary or involuntary, Employee will
not directly or indirectly engage in any business competitive with Employer.
This covenant shall apply to the geographical area that includes Northeast area
of the United States Directly or indirectly engaging in any competitive
business includes, but is not limited to, (i) engaging in a business as owner,
partner, or agent, (ii) becoming an employee of any third party that is
engaged in such business, (iii) becoming interested directly or indirectly in
any such business, or (iv) soliciting any customer of Employer for the
benefit of a third party that is engaged in such business. Employee agrees
that this non-compete provision will not adversely affect the Employee's
livelihood.
8. TERM/TERMINATION. Employee's employment under this Agreement shall be for
1 year, beginning on June 16, 1999. This Agreement may be terminated by either
party upon 60 days written notice. If Employer shall so terminate this
Agreement, Employee shall be entitled to compensation for 30 days, unless the
Employee is in violation of this Agreement. If Employee is in violation of this
Agreement, Employer may terminate employment without notice and with
compensation to Employee only to the date of such termination. The compensation
paid under this Agreement shall be the Employee's exclusive remedy.
9. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with all of
the rules and regulations of Employer.
10. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee
shall deliver all property (including keys, records, notes, data, memoranda,
models, and equipment) that is in the Employee's possession or under the
Employee's control which is Employer's property or related to Employer's
business. Such obligation shall be governed by any separate confidentiality or
proprietary rights agreement signed by the Employee.
11. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage paid, addressed as follows:
Employer:
Bookdigital.com Inc.
5 Bayberry Drive
Princeton, NJ 08540
Employee:
Don L. Rose
5 Groton Drive
Port Jefferson Station, NY 11776
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
14. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of New York.
Employer:
Bookdigital.com Inc.
By: ____________________________________________________
Zahra Yamani
President
AGREED TO AND ACCEPTED.
Employee:
By: ____________________________________________________
Don L. Rose
EXHIBIT A
Description of Services
Serve as Chief Executive Officer (CEO) of Bookdigital.com Inc. and perform all
duties
incumbant in that role, including, but not limited to: Development of
Bookdigital's web site and
Ecommerce business and oversee the upcoming public offering of Bookdigital's
common stock.
Initials:______
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of June 1,
1999, by and between Bookdigital.com Inc., ("the Employer"), of 5 Bayberry
Drive, Princeton, NJ 08540, and Susan Schuler, ("the Employee"), of 8
Elmwynd Drive, Allentown, New Jersey 08501.
A. Employer is engaged in the business of Internet and Web based commerce
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as a Secretary to maintain the
records of the Company and assist in the daily operations of the Company.
Employee accepts and agrees to such employment, subject to the general
supervision, advice and direction of Employer and the Employer's supervisory
personnel. Employee may also perform (I) such other duties as are customarily
performed by an employee in a similar position, and (ii) such other and
unrelated services and duties as may be assigned to Employee from time to time.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided at such place(s) as the needs, business, or opportunities of the
Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee an annual salary of
$ 40,000.00 payable in monthly installments payable on the first day and the
fifteenth day of each month. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that the Employee shall be
entitled to payments for periods or partial periods that occurred prior to the
date of termination and for which the Employee has not yet been paid.
Accrued vacation will be paid in accordance with state law and the Employer's
customary procedures.
4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The
Employer will reimburse Employee for "out-of-pocket" expenses in accordance
with Employer policies in effect from time to time.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide Employer
with all information, suggestions, and recommendations regarding Employer's
business, of which Employee has knowledge that will be of benefit to Employer.
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
- inventions
- products
- - prices
- - costs
- - future plans
- business affairs
- processes
- trade secrets
- technical matters
- customer lists
- product design
- copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Agreement and will justify
legal and/or equitable relief.
7. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a 2 year
period after the termination of Employee's employment.
8. NON-COMPETE AGREEMENT. Recognizing that the various items of Information
are special and unique assets of the company, Employee agrees and covenants
that for a period of 1 year following the termination of this Agreement,
whether such termination is voluntary or involuntary, Employee will not
directly or indirectly
engage in any business competitive with Employer. This covenant shall apply to
the geographical area that includes the area within a 200 mile radius of New
York City Directly or indirectly engaging in any competitive business includes,
but is not limited to, (i) engaging in a business as owner, partner, or agent,
(ii) becoming an employee of any third party that is engaged in such business,
(iii) becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of Employer for the benefit of a third party that is
engaged in such business. Employee agrees that this non-compete provision will
not adversely affect the Employee's livelihood.
9. TERM/TERMINATION. Employee's employment under this Agreement shall be for
1 year, beginning on June 1, 1999. This Agreement may be terminated by either
party upon 30 days written notice. If Employer shall so terminate this
Agreement, Employee shall be entitled to compensation for 30 days, unless the
Employee is in violation of this Agreement. If Employee is in violation of this
Agreement, Employer may terminate employment without notice and with
compensation to Employee only to the date of such termination. The compensation
paid under this Agreement shall be the Employee's exclusive remedy.
10. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with all of
the rules and regulations of Employer.
11. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee
shall deliver all property (including keys, records, notes, data, memoranda,
models, and equipment) that is in the Employee's possession or under the
Employee's control which is Employer's property or related to Employer's
business. Such obligation shall be governed by any separate confidentiality or
proprietary rights agreement signed by the Employee.
12. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage paid, addressed as follows:
Employer:
Bookdigital.com Inc.
5 Bayberry Drive
Princeton, NJ 08540
Employee:
Susan Schuler
8 Elmwynd Drive
Allentown, New Jersey 08501
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
14. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
15. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
17. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of New York.
Employer:
Bookdigital.com Inc.
By: ____________________________________________________
Zahra Yamani
President
AGREED TO AND ACCEPTED.
Employee:
By: ____________________________________________________
Susan Schuler
EXHIBIT A
Description of Services
Maintain the books of the Company and assist in the operations of the Company
as required.
Initials:______
[TEXT]
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of June 1,
1999, by and between Bookdigital.com Inc., ("the Employer"), of 5 Bayberry
Drive, Princeton, NJ 08540, and Zahra Yamani, ("the Employee"), of 321
Bloor Street West, Toronto, Ontario M55155, Canada.
A. Employer is engaged in the business of Internet and Web based commerce
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as a President to Develop the
Ecommerce business of the Company and develop and implement the long-term
strategy for the Company Employee accepts and agrees to such employment, subject
to the general supervision, advice and direction of Employer and the Employer's
supervisory personnel. Employee may also perform (I) such other duties as are
customarily performed by an employee in a similar position, and (ii) such other
and unrelated services and duties as may be assigned to Employee from time
to time.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided at such place(s) as the needs, business, or opportunities of the
Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee a one-time signing
bonus of $20,000.00 and an annual salary of $ 75,000.00 payable in monthly
installments payable on the first day and the fifteenth day of each month. Upon
termination of this Agreement, payments under this paragraph shall cease;
provided, however, that the Employee shall be entitled to payments for periods
or partial periods that occurred prior to the date of termination and for
which the Employee has not yet been paid. Accrued vacation will be paid in
accordance with state law and the Employer's customary procedures.
4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The
Employer will reimburse Employee for "out-of-pocket" expenses in accordance
with Employer policies in effect from time to time.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide Employer
with all information, suggestions, and recommendations regarding Employer's
business, of which Employee has knowledge that will be of benefit to Employer.
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
- inventions
- products
- - prices
- - costs
- - future plans
- business affairs
- processes
- trade secrets
- technical matters
- customer lists
- product design
- copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Agreement and will justify
legal and/or equitable relief.
7. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a 2 year
period after the termination of Employee's employment.
8. NON-COMPETE AGREEMENT. Recognizing that the various items of Information
are special and unique assets of the company, Employee agrees and covenants
that for a period of 1 year following the termination of this Agreement, whether
such termination is voluntary or involuntary, Employee will not directly or
indirectly
engage in any business competitive with Employer. This covenant shall apply to
the geographical area that includes the area within a 200 mile radius of New
York City Directly or indirectly engaging in any competitive business includes,
but is not limited to, (i) engaging in a business as owner, partner, or agent,
(ii) becoming an employee of any third party that is engaged in such business,
(iii) becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of Employer for the benefit of a third party that is
engaged in such business. Employee agrees that this non-compete provision will
not adversely affect the Employee's livelihood.
9. TERM/TERMINATION. Employee's employment under this Agreement shall be for
1 year, beginning on June 1, 1999. This Agreement may be terminated by either
party upon 30 days written notice. If Employer shall so terminate this
Agreement, Employee shall be entitled to compensation for 30 days, unless the
Employee is in violation of this Agreement. If Employee is in violation of this
Agreement, Employer may terminate employment without notice and with
compensation to Employee only to the date of such termination. The compensation
paid under this Agreement shall be the Employee's exclusive remedy.
10. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to comply with all of
the rules and regulations of Employer.
11. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee
shall deliver all property (including keys, records, notes, data, memoranda,
models, and equipment) that is in the Employee's possession or under the
Employee's control which is Employer's property or related to Employer's
business. Such obligation shall be governed by any separate confidentiality or
proprietary rights agreement signed by the Employee.
12. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage paid, addressed as follows:
Employer:
Bookdigital.com Inc.
5 Bayberry Drive
Princeton, NJ 08540
Employee:
Zahra Yamani
321 Bloor Street West
Toronto, Ontario M55155
Canada
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
14. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
15. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
17. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of New York.
Employer:
Bookdigital.com Inc.
By: ____________________________________________________
David Blechman
AGREED TO AND ACCEPTED.
Employee:
By: ____________________________________________________
Zahra Yamani
EXHIBIT A
Description of Services
Develop the Ecommerce business of the Company and develop and implement the
long-term
strategy for the Company.
Initials:______