{"id":39402,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-netselect-inc-and-catherine-giffen.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-netselect-inc-and-catherine-giffen","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-netselect-inc-and-catherine-giffen.html","title":{"rendered":"Employment Agreement &#8211; NetSelect Inc. and Catherine Giffen"},"content":{"rendered":"<pre>                                 NETSELECT, INC.\n                             EMPLOYMENT AGREEMENT\n\n     This Agreement (the 'Agreement') is made effective as of the 27th day of\nMarch, 1998, between NetSelect, Inc., a Delaware corporation ('Company'), and\nCatherine Giffen ('Executive').\n\n     WHEREAS, the Company desires to secure the services of Vice President,\nAdministration, and Executive desires to perform such services for the Company,\non the terms and conditions as set forth herein;\n\n     NOW, THEREFORE, in consideration of the premises and of the covenants and\nagreements set forth below, it is mutually agreed as follows:\n\n     1.   Effective Date, Term and Duties.  The term of employment of Executive\n          -------------------------------                                      \nby the Company hereunder shall commence upon April 15, 1998 (the 'Commencement\nDate') and shall continue thereafter on the same terms and conditions (such term\nbeing hereinafter referred to as the 'Employment Period') until terminated\npursuant to Section 4.  Executive's employment with the Company is on an 'at\nwill' basis, and either Executive or the Company may terminate Executive's\nemployment with the Company at any time, for any or no reason.  Executive shall\nhave such duties as the Chief Executive Officer of the Company may from time to\ntime prescribe consistent with her position as Vice President of Administration\n(the 'Services').  Executive shall devote her full time, attention, energies and\nbest efforts to the business of the Company.  The Company shall maintain an\nappropriate office for Executive in Westlake Village, California.\n\n     2.   Compensation.  The Company shall pay and Executive shall accept as\n          ------------\nfull consideration for the Services compensation consisting of the following:\n\n          2.1  Base Salary.  $120,000 per year base salary, payable in bi-\n               -----------\nmonthly installments in accordance with the Company's normal payroll practices,\nless such deductions or withholdings required by law.\n\n          2.2  Bonus.  Executive will be eligible to earn an annual target bonus\n               -----\nin the amount of twenty-five percent (25%) of Executive's base salary based on\nthe achievement of certain business and financial objectives that Executive and\nthe Company's Chief Executive Officer will mutually determine in good faith. The\nobjectives for Executive's first year will be determined promptly after the\nexecution of this Agreement; objectives for future years will be determined\npromptly after the beginning of each fiscal year of the Company. Such bonus\nshall be paid semi-annually and shall be prorated for 1998.\n\n     Stock Options.  Executive shall be entitled to a grant of a stock option\n     -------------                                                           \nfor 20,000 shares of NetSelect Common Stock under the Company's 1996 Stock\nOption Plan to be awarded by the Compensation Committee of the Company's Board\nof Directors within thirty (30) days after the date hereof (the 'Option').  Such\nOption shall be granted at an exercise price of $5.00 per share and shall have a\nten-year term, unless earlier terminated as set forth in the stock option\n\n \nagreement. Subject to Section 4 below, such Option shall vest as to twenty-five\npercent (25%) of the shares on each anniversary of the Commencement Date until\nsuch Option is vested with respect to 100% of the shares.\n\n     Review.  Executive's performance and compensation package will be reviewed\n     ------                                                                    \nand reevaluated after four months of service.\n\n     3.   Benefits and Expenses.  Executive will receive the Company's customary\n          ---------------------                                                 \nemployee benefits package for similarly situated executives of the Company,\nincluding full participation in current and future medical insurance plans.\nExecutive shall be entitled to vacation in accordance with the policies as\nperiodically established by the Board of Directors for similarly situated\nexecutives of the Company, which shall in no event be less than two weeks in the\nfirst year of the Employment Period and three weeks in the second year of the\nEmployment Period.  The Company shall reimburse the Executive for all reasonable\ntravel and other business expenses incurred by her in connection with the\nperformance of the Executive's duties under this Agreement during the Employment\nPeriod.\n\n     4.   Benefits Upon Termination of Employment Period. Executive's employment\n          ---------------------------------------------- \nby the Company shall terminate immediately upon Executive's receipt of written\nnotice by the Company, upon the Company's receipt of written notice by\nExecutive, or upon Executive's death or permanent disability.\n\n     5.   Cooperation with the Company After Termination of the Employment\n          ----------------------------------------------------------------\nPeriod.  Following termination of the Employment Period by Executive, subject to\nExecutive's employment duties with a subsequent employer, Executive shall fully\ncooperate with the Company in all matters relating to the winding up of her\npending work on behalf of the Company and the orderly transfer of any such\npending work to other employees of the Company as may be designated by the\nCompany.\n\n     6.   Confidentiality\/Non-Solicitation.  Executive acknowledges that as an\n          --------------------------------                                    \nemployee of the Company, Executive will have access to certain Company\nconfidential information and Executive may, during the course of Executive's\nemployment, develop certain information that will be the property of the\nCompany.  To protect the interest of the Company, Executive agrees to sign the\nCompany's standard Confidentiality Agreement as a condition of Executive's\nemployment.  In addition, the Executive agrees with the Company that during her\nemployment with the Company and for a period expiring two (2) years after the\ndate of termination of such employment, he will not solicit any of the Company's\nthen-current employees to terminate their employment with the Company or to\nbecome employed by any firm, company or other business enterprise with which the\nExecutive may then be connected.\n\n     7.   General.\n          ------- \n\n          7.1  Severability.  If for any reason a court of competent\n               ------------\njurisdiction or arbitrator finds any provision of this agreement to be\nunenforceable, the provision shall be deemed amended as necessary to conform to\napplicable laws, or regulations, or if it cannot be so \n\n                                       2\n\n \namended without materially altering the intention of the parties, the remainder\nof the Agreement shall continue in full force and effect as if the offending\nprovision were not contained herein.\n\n     7.2  Notices.  All notices and other communications required or permitted\n          -------                                                             \nto be given under this Agreement shall be in writing and shall be considered\neffective upon personal service or upon depositing such notice in the U.S. Mail,\npostage prepaid, return receipt requested and addressed to the Chairman of the\nBoard of the Company as its principal corporate address, and to Executive at her\nmost recent address shown on the Company's corporate records, or at any other\naddress which he may specify in any appropriate notice to the Company.\n\n     7.3  Counterparts.  This Agreement may be executed in any number of\n          ------------                                                  \ncounterparts, each of which shall be deemed an original and all of which taken\ntogether constitutes one and the same instrument and in making proof hereof it\nshall not be necessary to produce or account for more than one such counterpart.\n\n     7.4  Entire Agreement.  The parties hereto acknowledge that each has read\n          ----------------                                                    \nthis Agreement, understands it, and agrees to be bound by its terms.  The\nparties further agree that this Agreement and the referenced stock option\nagreement constitute the complete and exclusive statement of the agreement\nbetween the parties and supersedes all proposals (oral or written),\nunderstandings, representations, conditions, covenants, and all other\ncommunications between the parties relating to the subject matter hereof.\n\n     7.5  Governing Law.  This Agreement shall be governed by the law of the\n          -------------                                                     \nState of California.\n\n     7.6  Assignment and Successors.  The Company shall have the right to assign\n          -------------------------                                             \nits rights and obligations under this Agreement to an entity which acquires\nsubstantially all of the assets of the Company.  The rights and obligation of\nthe Company under this Agreement shall inure to the benefit and shall be binding\nupon the successors and assigns of the Company.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement on the date\nfirst above written.\n\n                                       3\n\n \nNETSELECT, INC.                              EXECUTIVE\n\nBy: \/s\/ Stuart Wolff\n   ----------------------\n\nName: Stuart Wolff                           \/s\/ Catherine Giffen\n     --------------------                    -----------------------------\n                                             Catherine Giffen\nTitle: CEO                                   27 March 98\n       ------------------\n\n                                       4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7788],"corporate_contracts_industries":[9486],"corporate_contracts_types":[9539,9544],"class_list":["post-39402","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-homestorecom-inc","corporate_contracts_industries-real__agents","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\/39402","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=39402"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39402"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39402"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39402"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}