Skip to main content
Find a Lawyer

Employment Agreement - The CyberLaw Office Inc. and Arun Dube

                            The CyberLaw Office, Inc.
                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGGREEMENT is entered into effective as of the 25th day of July,
1996,  by and  between  The  CyberLaw  Office,  Inc.,  a  Minnesota  corporation
('Employer') and Arun Dube ('Employee').

WHEREAS,  Employer is in the  business of  providing  an online  legal forum for
consumers, corporations, law firms and individual lawyer practitioners;

WHEREAS,  The  parties  desire to enter into this  Agreement  to provide for the
terms and  conditions  of  Employee's  employment  as CEO and  President  of the

WHEREAS,  the  parties  acknowledge  that  the  terms  and  provisions  of  this
Agreement,  including the severance  package and stock options contained herein,
provide  separate  and  valuable  consideration  for  the  Non-Compete  Covenant
contained herein.

     NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

1.   Duties. Employee agrees to serve as an employee of Employer in the capacity
     of President. Employee agrees to faithfully and diligently perform the acts
     and duties of his office and devote his best efforts on a full-time  basis.
     Employee  shall also perform such other duties as are  consistent  with his
     position  as are  reasonably  assigned  to him by the BOD of the  Employer.
     Employer  recognizes that Employee has existing business interests and they
     are expected to continue.

2.   Term.  The term of Employee's  employment  under this  Agreement will begin
     immediately  and  will be for a fixed  period  of  three  (3)  years.  This
     agreement shall expire on July 25, 1999.

3.   Compensation and Related Matters.  Employer shall pay Employee compensation
     and benefits as follows: 
     Base  Compensation.  During the  Employment  Period,  Employer shall pay to
     Employee  an annual  base  salary of  $100,000.  Employee's  salary  may be
     further reviewed and adjusted periodically.  Bonus. Beginning May 15, 1996,
     Employee shall also be entitled to a bonus, payable quarterly,  equal to 1%
     of the increase in gross revenue,  plus 4% of the increase in Profit Before
     Taxes ('PBT'),  in the prior quarter over the corresponding  quarter in the
     prior year. For example,  the bonus in 2nd quarter 1997 will be equal to 1%
     of the  difference  between 1st quarter 1997 gross  revenue and 1st quarter
     1996 gross revenue,  plus 4% of the difference between 1st quarter 1997 PBT
     and 1st quarter 1996 PBT. The 4th quarter bonus,  if any, shall be equal to
     the  difference  between (i) the  applicable  percentage  increase in gross
     revenue  and net  revenue  for the year then  ended over the prior year and
     (ii) the sum of the three preceding  quarterly  bonuses paid to Employee in
     the year then ended, it being  understood  that if such annual  computation
     discloses that the Company has overpaid  Employee,  Employee shall promptly
     refund to the Company the overpaid amount.  Notwithstanding anything stated
     previously  in this  paragraph,  the Board of Directors  reserves the final
     authority to decide the appropriateness of this bonus on a quarterly basis.

     Signing  Bonus.  Employer  shall pay to  Employee a $10,000  bonus upon the
     execution of this Agreement. This payment is waived by the employee.

     Options.  50,000 LRC shares, granted and vesting immediately,  market price
     as of July 26, 1996. This option grant is hereby waived by the employee, in
     that an already  vested grant for 50,000 LRC shares at $2.00 was  effective
     to the employee as of May 15, 1996.  Employee is additionally being granted
     the immediate right to purchase 15% of the shares of employer,  outstanding
     after an anticipated  future Initial Public Offering ('IPO') for a purchase
     price of $120.00.  The purchase  price


     these shares at time of execution  of this  agreement.  If the total shares
     outstanding  after the IPO of the  employer,  as  detailed  in  Exhibit  A,
     attached herewith and hereby made a part of this agreement, differ from the
     15% of the total per this agreement, the employer and the employee agree to
     an  adjustment  of the number of shares to be sold under this  agreement to
     the employee.  The adjustment shall be made by an appropriate  stock split,
     if  necessary,  or any  other  appropriate  legal  transaction  so that the
     employee owns 15% of the outstanding shares after the IPO.

     Expenses.  During the  Employment  Period,  Employee  shall be  entitled to
     receive  prompt  reimbursement  for all  reasonable  expenses  incurred  by
     Employee in performing services hereunder; provided, however, that Employee
     complies with Employer's  policies and procedures  established from time to
     time to document such expense.

     Vacation  and  Other  Benefits.  Employee  shall be  entitled  to such paid
     vacation  and other  benefits  as shall be in effect  from time to time for
     senior executive officers of Legal Research Center.

4.   Termination  and  Compensation  Due on  Termination.  For the  term of this
     agreement,  employee's  employment  hereunder may not be terminated without
     cause,  but may be  terminated  subject  to the  following  provisions  and

     (a)  Death or Disability.  Employee's  employment hereunder shall terminate
          upon his death,  or in the event that  Employee  becomes  disabled  by
          reason of a medical  condition  (physical or nonphysical)  pursuant to
          which he cannot  timely  perform the  material  duties of his position
          with Employer (such  determination to be made in the discretion of the
          Board),  and no  further  payment  of salary,  any  benefits  or other
          payment in connection  with  Employee's  employment  shall be due from
          Employer  to  Employee  or  Employee's  estate  under  this  Agreement
          thereafter,  except for salary and bonus  accrued,  and Options vested
          through the date of death or disability.

     (b)  Cause.  Employer may  terminate  Employee's  employment  hereunder the
          'Cause,' which shall mean (i) fraud, dishonesty,  gross negligence, or
          willful  malfeasance by Employee in connection with the performance of
          his duties hereunder,  (ii) conviction of Employee of a felony,  (iii)
          insubordination or other substantial failure, refusal or negligence by
          Employee in fulfilling  his duties and  obligations  hereunder,  which
          breach or failure  Employee fails to remedy within ten (10) days after
          written  demand  from the Board,  or (iv)  violation  of the terms and
          conditions  of  this  Agreement,  including  without  limitation,  the
          Non-Compete  Covenant  provided in Section 7 hereof. In the event that
          Employee's  employment  is terminated  hereunder  for Cause,  Employer
          shall have no further  obligations  to  Employee  in  connection  with
          Employee's employment except for salary and bonus accrued, and Options
          vested through the date of termination.

     (c)  Voluntary Termination. Upon any voluntary termination of employment by
          Employee,  Employer  shall have no  further  obligations  to  Employee
          except for salary and bonus  accrued,  and Options  vested through the
          date of termination, and any other obligations provided by law.

5.   Nondisclosure of Confidential Information. Employee agrees that he will not
     use or  disclose,  or permit  others to use or  disclose  (other than other
     employees or representatives of Employer), any trade secrets,  confidential
     information,  data  or  records  relating  to  the  business,   techniques,
     operations and conditions (financial or otherwise) of Employer which is not
     generally known or available through other lawful sources.

6.   Property Rights.  Subject to the last sentence in this Paragraph,  Employer
     shall  acquire  exclusive  right,  title,  and interest to all  inventions,
     discoveries,  improvements,  designs,  ideas, know-how,  technology and the
     like developed,  conceived,  or invented by Employee,  in whole or in part,


     written or in some other form and whether or not patentable or eligible for
     protection  under any copyright law. Without limiting the generality of the
     foregoing,  Employee  hereby  assigns  to  Employer  (i) all  rights to any
     inventions,  or to improvements,  and all rights to apply for United States
     and/or foreign letters of patent granted upon such inventions; and (ii) any
     copyrights  Employee may have in materials created by Employee or otherwise
     generated  during the period in which  Employee is performing  services for
     Employer,  and  Employer  shall have the sole right to apply for and obtain
     copyright  protection  for any materials for which such  protection  can be
     obtained  and  to  obtain  such  copyright  renewals.  Despite  any  of the
     foregoing,  nothing in this  Paragraph  6 shall apply to an  invention  for
     which no  equipment,  supplies,  facility or trade  secret  information  of
     Employer is used and which is developed  entirely on  Employee's  own time,
     and (i) does not relate (a)  directly  to a business  of Employer or (b) to
     Employer's actual or demonstrably  anticipated research or development,  or
     (ii)  which  does not  result  from  any work  performed  by  Employee  for

7.   Non-Compete  Covenant.  During the Employment Period and for a period of 18
     months after the  termination of employment  for any reason  Employee shall
     not (i)  directly or  indirectly,  whether as a  principal,  owner,  agent,
     employee or in any other capacity whatsoever,  engage in the business of an
     online legal forum,  (ii) solicit for  employment or employ any employee or
     independent  contractor  of  Employer,  or (iii)  contact  any  present  or
     contemplated customers of Employer regarding the business of Employer.

8.   Remedies for Breach.  Employee  acknowledges that he has carefully read and
     considered  all of the terms and  conditions  of this  Agreement.  Employee
     further  acknowledges  that  money  damages  would not be a  measurable  or
     adequate remedy for Employee's breach of any of the covenants  contained in
     this Agreement,  and, accordingly,  in addition to and without limiting any
     other remedy available to Employer in the event of such a breach,  Employee
     agrees to submit to the  equitable  jurisdiction  of any court of competent
     personal and subject matter  jurisdiction  in connection with any action to
     enjoin the Employee form  violating any such  covenants.  In the event that
     Employee is found to have breached any of the terms from violating any such
     covenants.  In the event that Employee is found to have breached any of the
     terms and conditions of this  Agreement,  Employee hereby agrees to pay all
     costs and expenses incurred by Employer in enforcing the provisions of this
     Agreement, Employee hereby agrees to pay all costs and expenses incurred by
     Employer in enforcing the provisions of this  Agreement  found to have been
     breached by Employee, including Employer's attorney's fees.

9.   Benefit of Agreement.  This Agreement  shall inure to the benefit of and be
     enforceable by Employer, it's successors, assigns and affiliates.

10.  Waiver.  The failure of Employer to insist on the strict performance of the
     any provision of this  Agreement or to exercise any right,  power or remedy
     upon a breach  by  Employee  shall not  constitute  a waiver of that or any
     other provision of this  Agreement.  A waiver on any one occasion shall not
     be deemed to be a waiver for subsequent occasions.

11.  Survival and severability. The terms and conditions of this Agreement shall
     survive the termination of Employee's  employment with Employer to the full
     extent necessary for their  enforcement and for the protection of Employer,
     it's successors,  assigns and affiliates.  If for any reason any portion of
     any provision of this Agreement is declared invalid,  void or unenforceable
     by a court of competent  jurisdiction,  the validity and binding  effect of
     any remaining  provisions of this Agreement  shall remain in full force and
     effect  to the  fullest  extent  possible  as if this  Agreement  had  been
     executed  with the  invalid,  void or  unenforceable  portion or  provision
     eliminated.  In the event that any provision of this Agreement  relating to
     time periods and /or areas of  restriction  shall be declared by a court of
     competent  jurisdiction  to exceed the maximum  time  periods or areas such
     court deems reasonable and  enforceable,  said time periods and/or areas of
     restriction  shall be deemed to become 


     and  thereafter  be the maximum time periods  and/or areas which such court
     deems reasonable and enforceable.

12.  Governing Law. This Agreement shall be governed by the laws of the State of

     IN WITNESS WHEREOF, the undersigned have hereunto affixed their signatures.

The CyberLaw Office, Inc.
By:/s/ C.R. Lungkull
Its:Chief Executive Officer

/s/Arun K. Dube
Arun K Dube


Was this helpful?

Copied to clipboard