{"id":38844,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employement-agreement-james-haiduck.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employement-agreement-james-haiduck","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employement-agreement-james-haiduck.html","title":{"rendered":"Employement Agreement &#8212; James Haiduck"},"content":{"rendered":"<pre>June 17, 1999\n\n\nMr. James Haiduck\n[redacted]\n\nDear Jim:\n\n     This letter sets forth our agreement on the terms and conditions of your\nemployment by eUniverse, Inc., a Nevada corporation (the \"Company\").\n\n     1.   Term of Employment. Subject to the terms and conditions of this letter\n          ------------------\nagreement, the Company agrees to employ you and you hereby accept employment\nwith the Company, on a full-time basis commencing on August 1, 1999. You or the\nCompany may terminate the employment relationship under this agreement upon (30)\ndays written notice. For all purposes under this letter agreement, you are an\nemployee-at-will of the Company. The period during which you are employed by the\nCompany pursuant to this agreement shall be referred to as the \"Employment\nPeriod.\"\n\n     2.   Position and Duties. The Company hereby employs you as Vice President,\n          -------------------\nSales. You shall report directly to the President and Chief Executive Officer of\nthe Company. You hereby agree that you will not engage in services for hire for\nany employer other than the Company during the Employment Period.\n\n     3.   Compensation.\n          ------------\n\n          (a)  Base Salary.  The Company shall to pay to you, as base\n               ------------\ncompensation for the services to be rendered by you pursuant to this agreement\nof $108,000.00 on an annualized basis (the \"Base Salary\"), in accordance with\n                                            -----------\nthe Company's normal payroll practices.\n\n          (b)  Review and Adjustment of Salary. On an annual basis, the Company\n               --------------------------------\nshall review your performance and other relevant factors relating to salary, and\nat the time of such review, the Base Salary may be increased as determined in\nthe sole discretion of the Compensation Committee of the Board of Directors of\nthe Company.\n\n          (c)  Bonuses. In addition to the Base Salary, you shall be eligible to\n               -------\nreceive an annual bonus as determined by the Compensation Committee of the Board\nof Directors of the Company.\n\n\n\n\n\n\nMr. James Haiduck\nJune 17, 1999\nPage 2\n\n     4.   Stock Grants and Options.\n          ------------------------\n\n          (a)  Stock Options. Pursuant to the Company's 1999 Stock Awards Plan\n               --------------\nand Section 422 of the Internal Revenue Code, the Company hereby grants you\noptions (the \"Stock Options\") to purchase 200,000 shares of common stock, $.001\n              -------------\npar value, of the Company (the Shares\") at an exercise price per share of $9.50.\nOne-twelfth of the Stock Options shall vest and become exercisable (\"Vest\") over\n                                                                     ----\nthe period from the date of this Agreement through July 31, 2002 as follows:\n16,667 of said Stock Options shall Vest on the last day of each January, April,\nJuly and October, commencing on October 31, 1999 and continuing until the first\nto occur of (i) all 200,000 of said Stock Options have Vested, or (ii) you are\nno longer employed by the Company.  The number of Shares exercisable pursuant to\nthe Stock Options shall be adjusted for any stock-splits or stock dividends by\nthe Company after the date hereof.\n\n          (b)  Accelerated Vesting of Stock Options Upon a Change of Control.\n               -------------------------------------------------------------\nIn the event of a \"Change of Control\" of the Company during the Employment\nPeriod, all of the remaining Stock Options granted in Section 4(a) above shall\nimmediately Vest as of the date of the Change of Control. \"Change of Control\"\nshall occur:\n\n               (i)   upon the acquisition by any person, including a group (as\ndefined in Section 13(d) of the Securities Exchange Act of 1934, as amended),\nother than the Company or any of its subsidiaries or any executive benefit plan\nmaintained by the Company or any of its subsidiaries, of beneficial ownership of\n50% or more of the outstanding stock of the Company entitled to vote;\n\n               (ii)  upon the approval by the shareholders of the Company of a\ndefinitive agreement for the merger, consolidation, liquidation,\nrecapitalization or sale of substantially all of the assets of the Company; or\n\n               (iii) Upon a sale or other transfer of all or substantially all\nof the assets of the Company in one or a series of transactions.\n\n     5.   Reimbursement of Expenses.  The Company shall reimburse you for normal\n          -------------------------\nand reasonable business expenses incurred by you in the course of your\nemployment, including the reasonable costs for transportation and accommodations\nwhen you are required to travel away from the location in which you are\nemployed. Such reimbursement shall be subject to the Company's standard\nprocedures with respect to reimbursement, including such matters as pre-approval\nrequirements, lodging and meal allowances, and reimbursement rates for\nautomobile travel.\n\n     6.   Benefits.  You shall be entitled to participate in all benefit plans\n          --------\nthat the Company provides to the other employees of the Company.\n\n\n\n\n\n\nMr. James Haiduck\nJune 17, 1999\nPage 3\n\n\n     7.   Vacation.  You shall be entitled to three (3) weeks of vacation per\n          --------\nyear earned pro rata throughout each year.\n\n     8.   Confidentiality.  You acknowledge that in connection with your\n          ---------------\nemployment by the Company, you will have access to trade secrets of the Company\nand other information and materials which the Company desires to keep\nconfidential, including customer lists, supplier lists, financial statements,\nbusiness records and data, marketing and business plans, and information and\nmaterials relating to the Company's services, products, methods of operation,\nkey personnel, proprietary software and other proprietary intellectual property\n(collectively, the \"Confidential Information\"); provided however, that\n                    ------------------------\nConfidential Information does not include information which (i) is or becomes\npublicly known through the lawful action of any party other than you; (ii) has\nbeen made available by the Company, directly or indirectly, to a non-affiliated\nthird party without obligation of confidentiality; or (iii) you are obligated to\nproduce as a result of a court order or pursuant to governmental action or\nproceeding. You covenant and agree that, both during and after the Employment\nPeriod, you will keep secret all Confidential Information and will not disclose,\nreveal, divulge or otherwise make known any Confidential Information to any\nperson (other than the Company or its executives or agents in the course of\nperforming your duties hereunder) or use any Confidential Information for your\nown account or for the benefit of any other individual or entity, except with\nthe prior written consent of the Company.\n\n     9.   Ownership of Intellectual Property.  You agree that all inventions,\n          ----------------------------------\ncopyrightable material, software, formulas, trademarks, trade secrets and the\nlike which are developed or conceived by you in the course of your employment by\nthe Company (collectively, the \"Intellectual Property\"), shall be disclosed\n                                ---------------------\npromptly to the Company and the Company shall own all right, title and interest\nin and to the Intellectual Property. All of the Intellectual Property shall be\nconsidered works made-for-hire pursuant to the United States Copyright Act of\n1976, as amended from time to time. In order to ensure that the Company shall\nown all right, title and interest in and to the Intellectual Property in the\nevent that any of the Intellectual Property is not deemed a work made-for-hire\nand in any other event, you hereby assign all such Intellectual Property to the\nCompany, and you agree to affix to the Intellectual Property appropriate legends\nand copyright notices indicating the Company's ownership of all Intellectual\nProperty and all underlying documentation to the extent reasonably appropriate,\nand will execute such instruments of transfer, assignment, conveyance or\nconfirmation as the Company considers necessary to transfer, confirm, vest,\nperfect, maintain or defend the Company's right, title and interest in and to\nthe Intellectual Property.\n\n     10.  Non-Solicitation. You will not, during your employment with the\n          ----------------\nCompany and for a period of six (6) months following the termination of your\nemployment with the Company, either for your benefit or for the benefit of any\nother person or entity, directly or indirectly solicit any contractor, employee\nor customer of the Company or its affiliates (\"customer\" shall mean any person\nor entity to which the Company or any of its affiliates has provided services or\nprovided a proposal to provide services within the six (6) months preceding the\ndate of\n\n\n\n\n\n\nMr. James Haiduck\nJune 17, 1999\nPage 4\n\n\ntermination of your employment with the Company) to terminate his or her\nemployment or other relationship with the Company or its affiliates.\n\n     11.  Non-Disparagement. You will not, during your employment with the\n          -----------------\nCompany or at any time thereafter, publicly disparage the Company, its\naffiliates and shareholders or any of their officers, directors, employees or\nagents, other than in connection with disclosures required by applicable law,\nregulation or order of court or governmental agency.\n\n     12.  Entire Agreement. This agreement contains all of the representations,\n          ----------------\ncovenants and agreements between you and the Company with respect to the subject\nmatter hereof, and constitutes the entire agreement between you and the Company\nwith respect to said subject matter. This agreement supersedes any and all other\nprior or contemporaneous agreements, whether oral or in writing, between you and\nthe Company with respect to the subject matter thereof.\n\n     13.  Governing Law.  This agreement shall be governed by and construed in\n          -------------\naccordance with the laws of the State of Connecticut without giving effect to\nthe conflicts of law principles thereof.\n\n     14.  Amendment.  Following your execution of this letter, no provision\n          ---------\nthereof may be amended unless such amendment is agreed to in writing and signed\nby you and an authorized officer of the Company.\n\n     15.  Remedy. You hereby recognize and agree that the Company would not have\n          ------\nan adequate remedy at law or in equity for the breach or threatened breach by\nyou of any one or more of the covenants set forth in paragraphs 8, 9, 10 and 11\nand agree that, in addition to such other remedies as may be available to the\nCompany, in law or in equity, the Company may obtain an injunction or\nrestraining order, without the posting of any bond or security and without the\nproof of special damages, to enjoin you from the breach or threatened breach of\nsuch covenants. The restrictions set forth in paragraphs 8, 9, 10 and 11 are\nconsidered by you and the Company to be reasonable for the purposes of\nprotecting the business of the Company. However, if any such restriction is\nfound by a court of competent jurisdiction to be unenforceable because it is too\nbroad, it is the intention of you and the Company that such restriction shall be\ninterpreted to be as broad as possible consistent with allowing its\nenforceability.\n\n     16.  Survival of Obligations.  You agree that your obligations under\n          -----------------------\nparagraphs 8, 9 10 and 11 will survive any termination of your employment.\n\n     17.  Notices.  All notices, requests, demands and other communications\n          -------\nhereunder shall be in writing and shall be deemed to have been duly given if\ndelivered in person or by reputable commercial messenger service or if mailed by\nregistered or certified mail, postage prepaid, return receipt requested.\n\n\n\n\n\n\nMr. James Haiduck\nJune 17, 1999\nPage 5\n\n\n     Our respective signatures below indicate our mutual assent to the terms of\nthis letter agreement.\n\n                                   Very truly yours,\n\n                                   eUniverse, Inc.\n\n\n\n                                   By: \/s\/ Leland N. Silvas\n                                      -----------------------------------------\n                                      Leland N. Silvas\n                                      Its President and Chief Executive Officer\n\nAccepted and agreed to:\n\n\n\/s\/ James Haiduck\n----------------------------------\nJames Haiduck\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7885],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9539,9544],"class_list":["post-38844","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intermix-media-inc","corporate_contracts_industries-retail__electronics","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38844","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38844"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38844"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38844"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38844"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}