{"id":39618,"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-the-cyberlaw-office-inc-and-arun-dube.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-cyberlaw-office-inc-and-arun-dube","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-cyberlaw-office-inc-and-arun-dube.html","title":{"rendered":"Employment Agreement &#8211; The CyberLaw Office Inc. and Arun Dube"},"content":{"rendered":"<pre>\n                            The CyberLaw Office, Inc.\n                              EMPLOYMENT AGREEMENT\n\nTHIS EMPLOYMENT AGGREEMENT is entered into effective as of the 25th day of July,\n1996,  by and  between  The  CyberLaw  Office,  Inc.,  a  Minnesota  corporation\n('Employer') and Arun Dube ('Employee').\n\nWHEREAS,  Employer is in the  business of  providing  an online  legal forum for\nconsumers, corporations, law firms and individual lawyer practitioners;\n\nWHEREAS,  The  parties  desire to enter into this  Agreement  to provide for the\nterms and  conditions  of  Employee's  employment  as CEO and  President  of the\nEmployer;\n\nWHEREAS,  the  parties  acknowledge  that  the  terms  and  provisions  of  this\nAgreement,  including the severance  package and stock options contained herein,\nprovide  separate  and  valuable  consideration  for  the  Non-Compete  Covenant\ncontained herein.\n\n     NOW, THEREFORE, in consideration of the premises, it is agreed as follows:\n\n1.   Duties. Employee agrees to serve as an employee of Employer in the capacity\n     of President. Employee agrees to faithfully and diligently perform the acts\n     and duties of his office and devote his best efforts on a full-time  basis.\n     Employee  shall also perform such other duties as are  consistent  with his\n     position  as are  reasonably  assigned  to him by the BOD of the  Employer.\n     Employer  recognizes that Employee has existing business interests and they\n     are expected to continue.\n\n2.   Term.  The term of Employee's  employment  under this  Agreement will begin\n     immediately  and  will be for a fixed  period  of  three  (3)  years.  This\n     agreement shall expire on July 25, 1999.\n\n3.   Compensation and Related Matters.  Employer shall pay Employee compensation\n     and benefits as follows: \n     Base  Compensation.  During the  Employment  Period,  Employer shall pay to\n     Employee  an annual  base  salary of  $100,000.  Employee's  salary  may be\n     further reviewed and adjusted periodically.  Bonus. Beginning May 15, 1996,\n     Employee shall also be entitled to a bonus, payable quarterly,  equal to 1%\n     of the increase in gross revenue,  plus 4% of the increase in Profit Before\n     Taxes ('PBT'),  in the prior quarter over the corresponding  quarter in the\n     prior year. For example,  the bonus in 2nd quarter 1997 will be equal to 1%\n     of the  difference  between 1st quarter 1997 gross  revenue and 1st quarter\n     1996 gross revenue,  plus 4% of the difference between 1st quarter 1997 PBT\n     and 1st quarter 1996 PBT. The 4th quarter bonus,  if any, shall be equal to\n     the  difference  between (i) the  applicable  percentage  increase in gross\n     revenue  and net  revenue  for the year then  ended over the prior year and\n     (ii) the sum of the three preceding  quarterly  bonuses paid to Employee in\n     the year then ended, it being  understood  that if such annual  computation\n     discloses that the Company has overpaid  Employee,  Employee shall promptly\n     refund to the Company the overpaid amount.  Notwithstanding anything stated\n     previously  in this  paragraph,  the Board of Directors  reserves the final\n     authority to decide the appropriateness of this bonus on a quarterly basis.\n\n     Signing  Bonus.  Employer  shall pay to  Employee a $10,000  bonus upon the\n     execution of this Agreement. This payment is waived by the employee.\n\n     Options.  50,000 LRC shares, granted and vesting immediately,  market price\n     as of July 26, 1996. This option grant is hereby waived by the employee, in\n     that an already  vested grant for 50,000 LRC shares at $2.00 was  effective\n     to the employee as of May 15, 1996.  Employee is additionally being granted\n     the immediate right to purchase 15% of the shares of employer,  outstanding\n     after an anticipated  future Initial Public Offering ('IPO') for a purchase\n     price of $120.00.  The purchase  price\n\n\n                                      -1-\n\n\n\n     these shares at time of execution  of this  agreement.  If the total shares\n     outstanding  after the IPO of the  employer,  as  detailed  in  Exhibit  A,\n     attached herewith and hereby made a part of this agreement, differ from the\n     15% of the total per this agreement, the employer and the employee agree to\n     an  adjustment  of the number of shares to be sold under this  agreement to\n     the employee.  The adjustment shall be made by an appropriate  stock split,\n     if  necessary,  or any  other  appropriate  legal  transaction  so that the\n     employee owns 15% of the outstanding shares after the IPO.\n\n     Expenses.  During the  Employment  Period,  Employee  shall be  entitled to\n     receive  prompt  reimbursement  for all  reasonable  expenses  incurred  by\n     Employee in performing services hereunder; provided, however, that Employee\n     complies with Employer's  policies and procedures  established from time to\n     time to document such expense.\n\n     Vacation  and  Other  Benefits.  Employee  shall be  entitled  to such paid\n     vacation  and other  benefits  as shall be in effect  from time to time for\n     senior executive officers of Legal Research Center.\n\n4.   Termination  and  Compensation  Due on  Termination.  For the  term of this\n     agreement,  employee's  employment  hereunder may not be terminated without\n     cause,  but may be  terminated  subject  to the  following  provisions  and\n     obligations:\n\n     (a)  Death or Disability.  Employee's  employment hereunder shall terminate\n          upon his death,  or in the event that  Employee  becomes  disabled  by\n          reason of a medical  condition  (physical or nonphysical)  pursuant to\n          which he cannot  timely  perform the  material  duties of his position\n          with Employer (such  determination to be made in the discretion of the\n          Board),  and no  further  payment  of salary,  any  benefits  or other\n          payment in connection  with  Employee's  employment  shall be due from\n          Employer  to  Employee  or  Employee's  estate  under  this  Agreement\n          thereafter,  except for salary and bonus  accrued,  and Options vested\n          through the date of death or disability.\n\n     (b)  Cause.  Employer may  terminate  Employee's  employment  hereunder the\n          'Cause,' which shall mean (i) fraud, dishonesty,  gross negligence, or\n          willful  malfeasance by Employee in connection with the performance of\n          his duties hereunder,  (ii) conviction of Employee of a felony,  (iii)\n          insubordination or other substantial failure, refusal or negligence by\n          Employee in fulfilling  his duties and  obligations  hereunder,  which\n          breach or failure  Employee fails to remedy within ten (10) days after\n          written  demand  from the Board,  or (iv)  violation  of the terms and\n          conditions  of  this  Agreement,  including  without  limitation,  the\n          Non-Compete  Covenant  provided in Section 7 hereof. In the event that\n          Employee's  employment  is terminated  hereunder  for Cause,  Employer\n          shall have no further  obligations  to  Employee  in  connection  with\n          Employee's employment except for salary and bonus accrued, and Options\n          vested through the date of termination.\n\n     (c)  Voluntary Termination. Upon any voluntary termination of employment by\n          Employee,  Employer  shall have no  further  obligations  to  Employee\n          except for salary and bonus  accrued,  and Options  vested through the\n          date of termination, and any other obligations provided by law.\n\n5.   Nondisclosure of Confidential Information. Employee agrees that he will not\n     use or  disclose,  or permit  others to use or  disclose  (other than other\n     employees or representatives of Employer), any trade secrets,  confidential\n     information,  data  or  records  relating  to  the  business,   techniques,\n     operations and conditions (financial or otherwise) of Employer which is not\n     generally known or available through other lawful sources.\n\n6.   Property Rights.  Subject to the last sentence in this Paragraph,  Employer\n     shall  acquire  exclusive  right,  title,  and interest to all  inventions,\n     discoveries,  improvements,  designs,  ideas, know-how,  technology and the\n     like developed,  conceived,  or invented by Employee,  in whole or in part,\n     whether  \n\n\n                                      -2-\n\n\n     written or in some other form and whether or not patentable or eligible for\n     protection  under any copyright law. Without limiting the generality of the\n     foregoing,  Employee  hereby  assigns  to  Employer  (i) all  rights to any\n     inventions,  or to improvements,  and all rights to apply for United States\n     and\/or foreign letters of patent granted upon such inventions; and (ii) any\n     copyrights  Employee may have in materials created by Employee or otherwise\n     generated  during the period in which  Employee is performing  services for\n     Employer,  and  Employer  shall have the sole right to apply for and obtain\n     copyright  protection  for any materials for which such  protection  can be\n     obtained  and  to  obtain  such  copyright  renewals.  Despite  any  of the\n     foregoing,  nothing in this  Paragraph  6 shall apply to an  invention  for\n     which no  equipment,  supplies,  facility or trade  secret  information  of\n     Employer is used and which is developed  entirely on  Employee's  own time,\n     and (i) does not relate (a)  directly  to a business  of Employer or (b) to\n     Employer's actual or demonstrably  anticipated research or development,  or\n     (ii)  which  does not  result  from  any work  performed  by  Employee  for\n     Employer.\n\n7.   Non-Compete  Covenant.  During the Employment Period and for a period of 18\n     months after the  termination of employment  for any reason  Employee shall\n     not (i)  directly or  indirectly,  whether as a  principal,  owner,  agent,\n     employee or in any other capacity whatsoever,  engage in the business of an\n     online legal forum,  (ii) solicit for  employment or employ any employee or\n     independent  contractor  of  Employer,  or (iii)  contact  any  present  or\n     contemplated customers of Employer regarding the business of Employer.\n\n8.   Remedies for Breach.  Employee  acknowledges that he has carefully read and\n     considered  all of the terms and  conditions  of this  Agreement.  Employee\n     further  acknowledges  that  money  damages  would not be a  measurable  or\n     adequate remedy for Employee's breach of any of the covenants  contained in\n     this Agreement,  and, accordingly,  in addition to and without limiting any\n     other remedy available to Employer in the event of such a breach,  Employee\n     agrees to submit to the  equitable  jurisdiction  of any court of competent\n     personal and subject matter  jurisdiction  in connection with any action to\n     enjoin the Employee form  violating any such  covenants.  In the event that\n     Employee is found to have breached any of the terms from violating any such\n     covenants.  In the event that Employee is found to have breached any of the\n     terms and conditions of this  Agreement,  Employee hereby agrees to pay all\n     costs and expenses incurred by Employer in enforcing the provisions of this\n     Agreement, Employee hereby agrees to pay all costs and expenses incurred by\n     Employer in enforcing the provisions of this  Agreement  found to have been\n     breached by Employee, including Employer's attorney's fees.\n\n9.   Benefit of Agreement.  This Agreement  shall inure to the benefit of and be\n     enforceable by Employer, it's successors, assigns and affiliates.\n\n10.  Waiver.  The failure of Employer to insist on the strict performance of the\n     any provision of this  Agreement or to exercise any right,  power or remedy\n     upon a breach  by  Employee  shall not  constitute  a waiver of that or any\n     other provision of this  Agreement.  A waiver on any one occasion shall not\n     be deemed to be a waiver for subsequent occasions.\n\n11.  Survival and severability. The terms and conditions of this Agreement shall\n     survive the termination of Employee's  employment with Employer to the full\n     extent necessary for their  enforcement and for the protection of Employer,\n     it's successors,  assigns and affiliates.  If for any reason any portion of\n     any provision of this Agreement is declared invalid,  void or unenforceable\n     by a court of competent  jurisdiction,  the validity and binding  effect of\n     any remaining  provisions of this Agreement  shall remain in full force and\n     effect  to the  fullest  extent  possible  as if this  Agreement  had  been\n     executed  with the  invalid,  void or  unenforceable  portion or  provision\n     eliminated.  In the event that any provision of this Agreement  relating to\n     time periods and \/or areas of  restriction  shall be declared by a court of\n     competent  jurisdiction  to exceed the maximum  time  periods or areas such\n     court deems reasonable and  enforceable,  said time periods and\/or areas of\n     restriction  shall be deemed to become \n\n\n                                      -3-\n\n\n\n     and  thereafter  be the maximum time periods  and\/or areas which such court\n     deems reasonable and enforceable.\n\n12.  Governing Law. This Agreement shall be governed by the laws of the State of\n     Minnesota.\n\n     IN WITNESS WHEREOF, the undersigned have hereunto affixed their signatures.\n\nThe CyberLaw Office, Inc.\nBy:\/s\/ C.R. Lungkull\n   ----------------------\nIts:Chief Executive Officer\n\n\/s\/Arun K. Dube\n-------------------------\nArun K Dube\n\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":[8037],"corporate_contracts_industries":[9504],"corporate_contracts_types":[9539,9544],"class_list":["post-39618","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legal-research-center-inc","corporate_contracts_industries-services__legal","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\/39618","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=39618"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39618"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39618"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39618"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}