THE LAW OFFICE
THIS EMPLOYMENT AGREEMENT is entered into effective as of the 15th day of
May, 1996, by and between THE LAW OFFICE, INC., a Washington 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
NOW, THEREFORE, in consideration of the premises, it is agreed as follows:
1. DUTIES. Employee agrees to serve as a full-time 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 'at will.'
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 net revenue, 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 net revenue and 1st quarter 1996 net revenue. 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.
- - OPTIONS. 50,000 LRC shares, granted and vesting immediately, market price
as of May 15, 1996, which was $2.00 per share. 1.25% of TLO stock when
financing is in place, 1.25% of TLO stock after 2 consecutive profitable
quarters, vesting upon grant, market price on date of grant.
- - 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. Employee's employment
is at will. Upon termination of employment, 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, whether
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 the business of Employer or
(b) to Employer's actual or demonstrably anticipated research or development, or
(h) which does not result from any work performed by Employee for Employer.
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
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 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
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 Minnesota.
IN WITNESS WHEREOF, the undersigned have hereunto affixed their
THE LAW OFFICE, INC.
By: /s/ C.R. Ljunakull
Its: Chairman of BOD and CEO
/s/ A.K. Dube 5/15/96
Mr. Arun Dube