{"id":39403,"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-peter-tafeen.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-netselect-inc-and-peter-tafeen","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-netselect-inc-and-peter-tafeen.html","title":{"rendered":"Employment Agreement &#8211; NetSelect Inc. and Peter Tafeen"},"content":{"rendered":"<pre>                             EMPLOYMENT AGREEMENT\n                             --------------------\n\n     THIS AGREEMENT, is made as of September 22, 1997 by and between NetSelect,\nInc., a Delaware corporation (the 'Company'), and Peter Tafeen (the\n'Executive').\n\n     WHEREAS, the Company and Executive desire to enter into this Agreement\nproviding for the Executive's employment as Vice President of Business\nDevelopment, all on the terms, and subject to the conditions, as hereinafter set\nforth;\n\n     NOW THEREFORE, in consideration of the mutual covenants contained herein,\nthe Company and the Executive agree as follows:\n\n                                   ARTICLE I\n\n                             Period of Employment\n\n     1.1  Period of Employment.  The Executive shall be an employee at-will and\n          --------------------                                                 \nthere shall be no specified term of employment.  The period during which the\nExecutive is providing services to the Company hereunder shall be referred to as\nthe Period of Employment.\n\n                                  ARTICLE II\n\n                              Position and Duties\n\n     2.1  Position.  The Executive shall be employed as the Vice President of\n          --------                                                           \nBusiness Development.\n\n     2.2  Duties.  The Executive agrees to perform the duties, undertake the\n          ------                                                            \nresponsibilities and exercise the authority customarily performed, undertaken\nand exercised by persons situated in a similar executive capacity   The Company\nand the Executive agree that the Executive shall report to the Chief Executive\nOfficer of the Company, or such other executive officer as the Chief Executive\nOfficer shall direct.  Excluding periods of vacation and sick leave to which the\nExecutive is entitled, the Executive agrees that during the Employment Term he\nshall devote substantially all his business time to the business and affairs of\nthe Company and to the duties and responsibilities assigned to him hereunder.\nNotwithstanding the foregoing, the Executive may (i) with the written permission\nof the Chief Executive Officer serve on corporate boards, (ii) serve on civic or\ncharitable boards or committees, (iii) manage personal investments and (iv)\ndeliver lectures and teach at educational institutions, so long as such\nactivities in clauses (i) through (iv) do not significantly interfere with the\nperformance of the Executive's duties and responsibilities hereunder.\n\n                                  ARTICLE III\n\n                                 Compensation\n\n     3.1  Base Salary.  The Company agrees to pay or cause to be paid to the\n          -----------                                                       \nExecutive during the first year of the employment hereunder a base salary at the\nrate of $140,000 per annum (the 'Base Salary').  Such Base Salary shall be\npayable in accordance with the \n\n \nCompany's customary practices applicable to its executives. Such rate of salary,\nor increased rate of salary, if any, as the case may be, shall be reviewed at\nleast annually by the Chief Executive Officer and may be further increased (but\nnot decreased) in such amounts as the Chief Executive Officer may decide.\n\n     3.2  Short-Term Incentives.  For each calendar year ending during the\n          ---------------------                                           \nPeriod of Employment, the Executive's bonus compensation ('Annual Bonus') shall\nbe a rate equal to a percentage between 0% and 30% of his Base Salary in effect\non the last day of such year, with a target of 30% of Base Salary, if the\nExecutive achieves budgeted financial and other performance targets which shall\nbe mutually established by the Executive and the Chief Executive Officer.  With\nrespect to the first calendar year, such targets shall be established within 60\ndays of the date hereof and such bonus shall be appropriately prorated to\nreflect that Executive was not employed for the entire year.  Executive may earn\na maximum of 15% of Base Salary for each six-month period and such Annual Bonus\nmay be paid in semi-annual installments.\n\n                                  ARTICLE IV \n\n                                Other Benefits\n\n     4.1  Long-Term Incentives; Parity Incentives.\n          --------------------------------------- \n\n     The Executive shall be granted options to purchase 40,000 shares of the\nCompany's voting common stock ('Common Stock'), at $5.54 or Best Possible per\nshare. The options shall be granted pursuant to the terms of the NetSelect, Inc.\nStock Incentive Plan (the 'Plan') and, to the maximum extent possible, shall\nqualify as incentive stock options (within the meaning of Section 422 of the\nInternal Revenue Code of 1986, as amended). The options shall vest in four (4)\nnearly equal annual installments (each, an 'Option Installment') beginning on\nthe first anniversary of the date hereof, subject to Executive's continued\nemployment on such date.\n\n     4.2  Executive Benefits.  Subject to the terms of such plans, the Executive\n          ------------------                                                    \nwill be covered under all retirement and welfare benefit plans maintained from\ntime to time by the Company for its senior executives.\n\n     4.3  Vacation and Sick Leave.  The Executive shall be entitled to annual\n          -----------------------                                            \nvacation in accordance with the policies as periodically established by the\nBoard of Directors for similarly situated executives of the Company, which shall\nin no event be less than three (3) weeks per year.  The Executive shall be\nentitled to sick leave (without loss of pay) in accordance with the Company's\npolicies as in effect from time to time.\n\n     4.4  Expenses.  The Company shall reimburse the Executive for all\n          --------                                                    \nreasonable travel, entertainment and other business expenses incurred by him in\naccordance with Company policy regarding travel, entertainment and business\nexpenses in connection with the performance of the Executive's duties under this\nAgreement during the Employment Term, such reimbursement to be made in\naccordance with the Company's policy and practice relating to reimbursement of\nsenior executives.\n\n                                       2\n\n \n     4.5  Expenses Incurred in Relocation.  The Company will pay or reimburse\n          -------------------------------                                    \nthe Executive for all normal and reasonable expenses incurred by the Executive\nin relocating his family and personal effects to the Westlake Village,\nCalifornia area, including cancellation fees incurred in respect of Executive's\ncurrent residence; provided, however, all such reimbursements shall not exceed\n$6,000.\n\n                                   ARTICLE V\n\n                           Termination of Employment\n\n     5.1  Termination other than for Cause, Death or Disability.  The Company\n          -----------------------------------------------------              \nmay, at any time, terminate the Executive's employment.  If, during the Period\nof Employment, the Company terminates the Executive's employment other than for\nCause, death or Disability the Company shall provide the following to the\nExecutive upon Executive's signing of a general release of claims in form and\nmanner acceptable to the Company:\n\n          (a) As soon as practicable and in no event more than thirty days after\nthe Termination Date (as hereinafter defined) a lump sum cash payment equal to\nthe aggregate of the following:\n\n               (i)  the portion of the Executive's then current Base Salary\n                    accrued to the Termination Date but unpaid as of the\n                    Termination Date (the 'Unpaid Salary'); plus\n\n               (ii) an amount equal to three (3) months Base Salary.\n\n          (b) If prior to the first anniversary of the date hereof Executive's\nemployment is terminated by the Company other than for Cause, death or\nDisability, the first Option Installment shall be deemed vested as of the\nTermination Date.  If after the first anniversary but prior to the fourth\nanniversary of the date hereof Executive's employment is terminated by the\nCompany other than for Cause, death or Disability, the next Option Installment\nwhich would vest (i.e., with respect to 10,000 shares) following Executive's\nTermination of Employment shall be deemed vested with respect to the number of\nwhole shares equal to the total number of shares covered by the Option\nInstallment multiplied by a fraction the numerator of which is the number of\nwhole months that have occurred from the last anniversary date to the\nTermination Date and the denominator of which is 12.  All options granted to\nExecutive, to the extent vested on the Termination Date, remain outstanding for\nthree (3) months from the Termination Date.\n\n     5.2  Termination in the Event of Death or Disability.  If, during the\n          -----------------------------------------------                 \nPeriod of Employment, the Company terminates the Executive's employment due to\nthe Executive's death or Disability, the Company shall provide the following to\nthe Executive (or his Beneficiary):\n\n          (a) As soon as practicable after the Termination Date, a lump sum cash\npayment equal to the sum of the Unpaid Salary.\n\n          (b) All stock options granted to the Executive by the Company shall,\nto the extent vested, remain outstanding for three (3) months from the\nTermination Date or one (1) year from the date of death, as the case may be.\n\n                                       3\n\n \n     5.3  Termination for Cause.\n          ----------------------\n\n          (a) Except as otherwise set forth in this Section 5.3, all obligations\nof the Company under this Agreement shall cease if, during the Period of\nEmployment, the Company terminates the Executive for Cause.  Upon such\ntermination, the Executive shall be entitled to receive in a lump sum cash\npayment as soon as practicable after the Termination Date, an amount equal to\nthe Unpaid Salary.  In addition, all options held by Executive, whether or not\nvested, shall be forfeited and any shares held by Executive which were acquired\nupon exercise of an option ('Option Shares') shall be subject to repurchase by\nthe Company as provided below at their then Fair Value.\n\n          (b) For purposes of this Employment Agreement, the 'Fair Value' of the\nshares of Company Stock shall mean the fair market value thereof as agreed\nbetween the Company and the Executive or, if the Company and the Executive are\nunable to agree within 45 days, the Fair Value thereof determined in accordance\nwith the Appraisal Procedure.  'Appraisal Procedure' shall mean a determination\nof Fair Value per share by an appraiser selected by the Company and the\nExecutive.  The Company and the Executive shall each submit to the appraiser a\nstatement setting forth their respective calculations of Fair Value of the\nshares and the appraiser shall be instructed to select the proposed Fair Value\nclosest in amount to the value which the appraiser believes to be accurate.  The\nappraiser shall be obligated to select the Company's or the Executive's proposed\nFair Value and may not select any other amount.  The determination of Fair Value\nshall be deemed to be binding on the Company and the Executive upon (i)\nresolution of any disagreement as to Fair Value by mutual agreement of the\nparties or (ii) notification by the appraiser of its final selection of either\nthe Company's or the Executive's proposed Fair Value.  The fee of such appraiser\nshall be borne equally by the parties.\n\n          (c) The purchase price for any shares to be purchased by the Company\npursuant to this Section 5.3 may be paid in cash, by certified check or by wire\ntransfer of immediately available funds.\n\n          (d) The right to buy the Executive's Option Shares hereunder shall be\nexercised by the Company by the giving of written notice to the Executive within\n120 days after the Termination Date.  The closing of the purchase and sale of\nOption Shares sold in accordance with this Section 5.3 shall take place on such\ndate or dates as the parties to such transaction may agree, but not later than\n30 days after delivery of the notice exercising the right to buy such Shares.\nUnless otherwise agreed, the closing of any sale and purchase of such Option\nShares shall take place in New York, New York.  In the event of the purchase and\nsale of such Option Shares hereunder, certificates representing such Shares\nshall be delivered at the closing endorsed in blank or accompanied by stock\npowers endorsed in blank.\n\n     5.4  Voluntary Resignation.  If, during the Period of Employment, the\n          ---------------------                                           \nExecutive resigns, the Executive shall be entitled to receive in a lump sum,\ncash payment as soon as practicable after the Termination Date, an amount equal\nto the Unpaid Salary.  In addition, all stock options granted to the Executive\nby the Company shall, to the extent vested, remain outstanding for three (3)\nmonths from the Termination Date.\n\n                                       4\n\n \n     5.5  Payments upon the Executive's Termination.  The foregoing payments\n          -----------------------------------------                         \nupon the Executive's termination shall constitute the exclusive payments due the\nExecutive upon termination from his employment with the Company under this\nAgreement or otherwise; provided, however, that except as stated above, such\npayments shall have no effect on any benefits which may be payable to the\nExecutive under any plan of the Company which provides benefits after\ntermination of employment, other than severance pay or salary continuation\npursuant to a Company plan which amount shall be reduced by the amount of the\nSeverance Amount received by the Executive pursuant to this Agreement.\n\n                                  ARTICLE VI\n\n                              Certain Definitions\n\n     6.1  'Beneficiary' means the person or trust designated in writing by the\n           -----------                                                        \nExecutive to receive any payments due under this Agreement in the event of the\nExecutive's death and if no such person or trust is designated, the Executive's\nestate.\n\n     6.2  'Cause' means (a) the Executive's material breach of this Agreement or\n           -----                                                                \nof generally applicable Company policy, (b) conviction of the Executive for (i)\nany crime constituting a felony in the jurisdiction in which committed, (ii) any\ncrime involving moral turpitude (whether or not a felony), (iii) any other\ncriminal act against the Company involving dishonesty or willful misconduct\nintended to injure the Company (whether or not a felony), (c) willful\nmalfeasance or gross misconduct by the Executive which damages the Company, (d)\na continuous and substantial dereliction of duties which is uncured after\nwritten notice, or (e) repeated insubordination which is uncured after written\nnotice.\n\n     6.3  'Disability' means any medically determinable physical or mental\n           ----------                                                     \nimpairment that renders the Executive substantially unable to perform all of the\nExecutive's duties required under Article I hereof for 180 days out of any 360-\nday period.  The date of the Disability is the date on which the Executive is\ncertified as having incurred a Disability by a physician mutually acceptable to\nthe Executive (or the Executive's representative) and the Company.\n\n     6.4  'Termination Date' means the date as of which the Executive's\n           ----------------                                            \nemployment with the Company is terminated by the Company or by the Executive for\nany reason which, except in the event of the Executive's death, shall be\nspecified in a written notice of termination received by either party from the\nother.\n\n                                  ARTICLE VII\n\n                              Executive Covenants\n\n     7.1  Confidential Information.  The Executive agrees and understands that\n          ------------------------                                            \nin the Executive's position with the Company, the Executive may be exposed to\nand receive information relating to the confidential affairs of the Company,\nincluding but not limited to business and marketing plans, membership lists,\nproducts, promotions, development, financing, expansion plans, business policies\nand practices, and information considered by the Company to be confidential and\nin the nature of trade secrets.  The Executive agrees that during the Period of\nEmployment and thereafter the Executive will keep such information confidential\nand not \n\n                                       5\n\n \ndisclose such information to any third person or entity without the prior\nwritten consent of the Company. The Executive shall not be liable for the\ninadvertent or accidental disclosure of such information, if such disclosure\noccurs despite the exercise of a reasonable degree of care. This confidentiality\ncovenant shall not apply to any knowledge or information that: (i) is or becomes\navailable to others, other than as a result of a breach by the Executive of this\nsection 7.1; (ii) was available to the Executive on a nonconfidential basis\nprior to its disclosure to the Executive through his status as an officer of the\nCompany; or (iii) becomes available to the Executive on a nonconfidential basis\nfrom a third party is not bound by any confidentiality obligation to the\nCompany.\n\n     7.2  Ownership of Trade Secrets.  The Executive agrees that any trade\n          --------------------------                                      \nsecret, invention, improvement, patent, patent application or writing, and any\nprogram, method, process, systems or novel technique or idea (whether or not\ncapable of being trademarked, copyrighted or patented), conceived, devised,\ndeveloped, or otherwise obtained by the Executive during the Period of\nEmployment, shall be and become the property of the Company and the Executive\nagrees to give the Company prompt written notice of his conception, invention,\nauthorship, development or acquisition of any such trade secret, invention,\nimprovement, patent application, writing, program, method, process, system or\nnovel technique or idea and to execute such instruments or transfer, assignment,\nconveyance or confirmation and such other documents and to do all appropriate\nlawful acts as may be requested by the Company to transfer, assign, confirm, and\nperfect in the Company all legally protectable rights in any such trade secret,\ninvention, improvement, patent, patent application, writing, program, method,\nprocess, system or novel technique or idea.\n\n     7.3  Non-Compete.  (a) By and in consideration of the Base Salary, bonus\n          -----------                                                        \nand other benefits to be provided by the Company hereunder, and further in\nconsideration of the Executive's exposure to the proprietary information of the\nCompany, the Executive agrees that the Executive will not, while employed by the\nCompany, and for a period of twelve (12) months after termination of employment\nhereunder, directly or indirectly own, manage, operate, join, control, be\nemployed by, or participate in the ownership, management, operation or control\nof or be connected in any manner, including but not limited to holding the\npositions of shareholder, director, officer, consultant, independent contractor,\nemployee, partner, or investor, with any Competing Enterprise (as hereinafter\ndefined); provided, however, that the Executive may invest in stocks, bonds, or\nother securities of a Competing Enterprise (but without otherwise participating\nin the business thereof if (i) such stocks, bonds, or other securities are\nlisted on any national securities exchange or are registered under Section 12(g)\nof the Securities Exchange Act of 1934, as amended (or any successor statute\nthereto); and (ii) his investment does not exceed, in the case of any class of\nthe capital stock of any one issuer, 5% of the issued and outstanding shares, or\nin the case of bonds or other securities, 5% of the aggregate principal amount\nthereof issued and outstanding.\n\n          (b) For purposes of this Agreement, the term 'Competing Enterprise'\n                                                        -------------------- \nshall mean any person, corporation, partnership or other entity engaged in a\nbusiness in the United States or in any foreign jurisdiction in which the\nCompany is engaged in business on the Termination Date, in each case which is in\ncompetition with any of the on-line real estate businesses of the Company or any\nof its affiliates as of the date of the termination of this Agreement.\n\n                                       6\n\n \n     7.4  Survival.  The provisions of this Section 7 shall survive any\n          --------                                                     \ntermination of this Agreement and the Period of Employment, and the existence of\nany claim or cause of action by the Executive against the Company, whether\npredicated on this Agreement or otherwise, shall not constitute, defense to the\nenforcement by the Company of the covenants and agreements of this Section 7.\n\n                                 ARTICLE VIII\n\n                                     Taxes\n\n     8.1  Taxes.  Any amounts payable to the Executive hereunder shall be paid\n          -----                                                               \nto the Executive subject to all applicable taxes required to be withheld by the\nCompany pursuant to federal, state or local law.  The Executive or his\nBeneficiary, if applicable, shall be solely responsible for all taxes imposed on\nthe Executive or his Beneficiary by reason of his receipt of any amounts of\ncompensation or benefits payable to the Executive hereunder.\n\n                                  ARTICLE IX\n\n                                 Miscellaneous\n\n     9.1  Assignment, Succession.  This Agreement shall be binding upon the\n          ----------------------                                           \nCompany and its successors and assigns and the Executive and his Beneficiary.\n\n     9.2  Severability.  If all or any part of this Agreement is declared by any\n          ------------                                                          \ncourt or governmental authority to be unlawful or invalid, such unlawfulness or\ninvalidity shall not serve to invalidate any portion of this Agreement not\ndeclared to be unlawful or invalid.  Any paragraph or part of a paragraph so\ndeclared to be unlawful or invalid shall, if possible, be construed in a manner\nwhich will give effect to the terms of such paragraph or part of a paragraph to\nthe fullest extent possible while remaining lawful and valid.\n\n     9.3  Amendment and Waiver.  This Agreement shall not be altered, amended or\n          --------------------                                                  \nmodified except by written instrument executed by the Company and the Executive.\nA waiver of any term, covenant, agreement or condition contained in this\nAgreement shall not be deemed a waiver of any other term, covenant, agreements\nor condition, and any waiver of any default in any such term, covenant,\nagreement or condition shall not be deemed a waiver of any later default thereof\nor of any other term, covenant, agreement or condition.\n\n     9.4  Notices.  All notices and other communications required hereunder \n          -------\nshall be in writing and delivered by hand or by first class registered or\ncertified mail, return receipt requested, postage prepaid, addressed as follows:\n\n     If to the Company:\n\n     NetSelect, Inc.\n     5655 Lindero Canyon Road\n     Suite 106\n     Westlake Village, CA  91362\n\n                                       7\n\n \n     With a copy to:\n\n     Battle Fowler LLP\n     75 East 55th Street\n     New York, NY  10022\n     Attention:  Charles H. Baker, Esq.\n\n     If to the Executive:\n\n     Peter Tafeen\n\n\n\n     With a copy to:\n\n\n\nAny party may from time to time designate a new address by notice given in\naccordance with this Paragraph.  Notice and communications shall be effective\nwhen actually received by the addressee.\n\n     9.5  Counterpart Originals.  This Agreement may be executed in several\n          ---------------------                                            \ncounterparts, each of which shall be deemed to be an original but all of which\ntogether will constitute one and the same instrument.  The Agreement may be\nsigned by facsimile provided the original execution pages are delivered to the\nother party within thirty (30) days after signing.\n\n     9.6  Entire Agreement.  This Agreement and the Exhibits attached hereto and\n          ----------------                                                      \nmade a part hereof form the entire agreement between the parties herein with\nrespect to any severance payments and with respect to the subject matter\ncontained in this Agreement.\n\n     9.7  Applicable Law.  This Agreement and the rights and obligations of the\n          --------------                                                       \nparties hereto shall be governed by and construed and enforced in accordance\nwith the laws of the State of California, without giving effect to the conflicts\nof law principles thereof. The Executive and the Company hereby irrevocably and\nunconditionally consent to submit to the exclusive jurisdiction of the courts of\nthe State of California or the United States of America located in the State of\nCalifornia for any actions, suits or proceedings arising out of or relating to\nthis Agreement and the transactions contemplated hereby (and the parties agree\nnot to commence any action, suit or proceeding relating hereto except in such\ncourts), and further agree that service of any process, summons, notice or\ndocuments by United States registered\n\n                                       8\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-39403","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\/39403","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=39403"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39403"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39403"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39403"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}