Exhibit
10.7


 


DATED         April
19, 2001


 


(1)          
INFORMATION SERVICES EXTENDED LIMITED


 


(2)          
JOHN H KEMP


 


EMPLOYMENT CONTRACT


 


Tite & Lewis


www.titeandlewis.com


 


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AGREEMENT


 


Dated:           19
April 2001


 


BETWEEN:


 


(1)                                 
INFORMATION SERVICES EXTENDED LIMITED
having its registered office at 7 Rolls Buildings, Fetter Lane, London EC4 1NH
(the “Company”); and


 


(2)                                 
JOHN H KEMP of “Creekside”, 20
Derwent Close, Farnham, Surrey, GU9 0DD (the “Executive”), have entered into
the following agreement:


 


1                                         
The Executive is employed as Vice President and General Manager of Europe, the
Middle East and Asia. The Executive will report to the Chief Operating Officer
or, in his absence, the Chief Executive Officer of Information Services
Extended, Inc. (the “Parent Company”). In addition to the duties which this job
normally entails the Executive may from time to time be required to undertake
additional or other duties as necessary to meet the needs of the Company’s
business which may include duties for other subsidiaries or associated
companies of the Parent Company (collectively, the “Group”).


 


2                                         
The Executive’s usual place of work is 20 Derwent Close, Farnham, Surrey, GU9
0DD; however, the Executive agrees to work at such other places within the
United Kingdom as the Board may reasonably require. The Executive may be
required to travel to such places in the world and at such times as the Board
may require in the proper performance of his duties.


 


3                                         
The Company shall pay the Executive an annual salary of £100,740 payable by
equal monthly installments in advance on or around the sixth of each calendar
month. Payment will be paid via BACS into the Executive’s nominated bank
account. The Executive’s salary will be reviewed annually.


 


4                                         
The Executive’s normal hours of employment shall be the normal business hours
of the Company. The Executive may be required to work such hours outside normal
hours of employment as are necessary to perform his duties and the Executive
shall not be paid for such further hours. The Executive confirms that he has
opted out of the provisions of the Working Time Regulations limiting the
average working week and may withdraw the opt-out at any time by giving three
months’ prior written notice.


 


5                                         
The Executive is entitled, in addition to the normal paid public holidays to
take 20 working days as holidays in each holiday year which runs from 1 January
to 31 December and the Executive will be paid his normal basic remuneration
during such holidays.


 


6                                         
The Executive will be paid his normal basic remuneration less the amount of any
statutory sick pay or social security sickness benefit to which he may be
entitled for 120 working days in total in any one sick pay year or such period
or periods of absence from work as the Company shall see fit at the company’s
discretion. Entitlement to payment is subject to notification of absence and
production of medical certificates in accordance with the Company’s statutory
sick pay scheme.


 


7                                         
The Executive shall be entitled to an annual car allowance of £10,500, payable
in equal monthly installments at the same time as salary under clause 3.


 


8                                         
The Executive will be reimbursed for the cost of Private Medical cover for
himself, spouse and dependants under the age of 21. This cover to be purchased
by the Executive (after approval by the Parent Company).


 


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9                                         
The Company will provide Life Assurance cover to the level of 4 X annual
salary, 2 X annual salary coverage will be provided by the Parent Company and
an additional 2 X cover will be purchased by the Executive and reimbursed by
the Company (after approval by the Parent Company).


 


10                                   
To the extent permitted by law the Company will provide full indemnity and
liability insurance for the Executive’s directorships in any or all of the
Parent Company’s subsidiaries in which he holds directorships.


 


11                                   
The Executive will be entitled to hold non-executive directorship positions in
other companies that are not competing with the Parent Company or the Company.
Such directorships must be approved by the Parent Company.


 


12                                   
The Executive shall be entitled to participate in a share option scheme run by
the Parent Company. The Executive will receive options over 375,000 shares in
the Parent Company. The share options will vest in five equal tranches of
75,000. The first tranche shall vest on joining the Company, and each
successive tranche shall vest on 31 December, the first such vesting to occur
on 31 December 2001. The exercise price for shares in each tranche shall be at
the price determined by the Board of Directors of the Parent Company. The
Executive acknowledges that he has made a joint election with the Company
regarding these options and that he shall be personally responsible for all
taxes and national insurance contributions due in respect of such options. The
full terms of the Executive’s option entitlement including the periods during
which he may exercise his options and the dates on which such options will
lapse will be provided in the Parent Company’s 2001 Stock Plan.


 


13                                   
The Executive is entitled to an annual bonus of up to 27.5 per cent of salary
based upon personal and business performance. Details of bonus structure and
measurement criteria will be notified in writing from the Company and agreed by
the Executive in the first quarter of each year. The Chief Operating Officer of
the Parent Company will assess any bonus due and notify the Executive. In the
first year of employment the parties acknowledge that the Executive’s targeted
bonus is £27,778.


 


14                                   
The Company shall reimburse the Executive all reasonable travel, hotel,
communication, capital and other expenses incurred by him in or about the
performance of his duties under this Agreement provided that the Executive
shall obtain prior approval for all expenses above £1,000 and provide
reasonable evidence of all such expenditure as required by the Company from
time to time.


 


15                                   
Subject to other provisions of this Agreement the Executive may terminate this
Agreement by giving the Company three months’ written notice of termination and
the Company may terminate this Agreement by giving the Executive six months
written notice of termination.


 


16                                   
The Company shall be entitled to terminate the Employment with immediate effect
and without any obligation to make any payment of compensation if the
Executive:


 


16.1        
is guilty of any gross default or misconduct in connection with or affecting
the business of the Company; or


 


16.2        
is guilty of any serious or repeated breach or non-observance of any of the
terms of this Agreement; or


 


16.3        
becomes bankrupt or makes any composition or enters into any deed of
arrangement with his creditors; or


 


16.4        
is convicted of a criminal offence, other than a road traffic offence not
punishable by a period of imprisonment; or


 


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16.5                          
resigns as a director of the Company or any member of the Group other than at
the request of the Board; or


 


16.6                          
has performed any act tending in the reasonable opinion of the Board to bring
the Company or any member of the Group into disrepute.


 


17                                   
If the Company serves notice to terminate the contract with the Executive other
than under clause 16 above, it may terminate the contract during the period of
notice with immediate effect by making a payment in Ileu of the salary and benefits
the Executive would have earned over the outstanding balance of the notice
period.


 


18                                   
If either party has served notice to terminate the Employment the Executive
acknowledges that the Company is under no obligation to provide him with any
duties and may for up to [six] months require the Executive to:


 


18.1                          
perform no duties whatsoever;


 


18.2                          
refrain from contacting employees, customers, suppliers of the Company without
the prior written approval of the Parent Company;


 


18.3                          
perform alternative duties which are commensurate with his status but which do
not involve contact with clients, customers or suppliers; and


 


18.4                          
resign as a director or officer of the Company and any member of the Group with
immediate effect.


 


19                                   
During any such period of suspension or variation of duties, the Executive
shall continue to be an employee of the Company, shall receive the Salary and
benefits to which he is entitled under this Agreement and shall continue to be
bound by all other terms of this Agreement.


 


20                                   
The Executive acknowledges that in the course of the Employment he will have
access to and be entrusted with information in respect of the business and
finances of the Company and of its clients, customers and suppliers. The
Executive undertakes that he shall not, other than in the proper course of his
duties under this Agreement, make any use of any such information and shall use
his reasonable endeavours to prevent the publication or disclosure of such
information. This restriction applies without limit in time and shall survive
termination of this Agreement, but will not apply to information which comes
into the public domain other than through unauthorised disclosure by the
Executive.


 


21                                   
All records made during the Employment, whether recorded manually, electronically,
or otherwise made in the course of the Employment concerning the business of
the Company or any member of the Group or any of its or their clients,
customers and suppliers shall be the exclusive property of the Company and
shall be delivered up by the Executive to the Company if requested by the Board
and in any event immediately upon termination of employment.


 


22                                   
The Executive acknowledges that in the course of the employment he may make or
discover or create Intellectual Property and that the nature of his duties
place the Executive under a special obligation to further the Interests of the
Company/Group. The Executive acknowledges that, subject to the provisions of
the Patents Act 1977 and the Copyright Designs and Patents Act 1998, any
intellectual property made, developed or discovered by the Executive during the
Employment and which relates to or is capable of being used in the business for
the time being carried on by the Group is the property of the Company and all
rights in such Intellectual property will on creation vest in the Company in
the United Kingdom and the Executive undertakes to assign all such rights to
the Company in respect of any jurisdiction where the same does not vest
automatically in the Company.


 


23                                   
For the purposes of Section 1 of the Employment Rights Act 1996:


 


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23.1                          
the Executive's period of continous employment will commence on 1 May 2001;


 


23.2                          
there are disciplinary rules applicable to the Executive;


 


23.3                          
there is no grievance policy applicable to the Executive; and


 


there
are no collective agreements relevant to the Executive.


 


24                                   
This employment contract replaces all other previous contracts between the
Company and the Executive or any other subsidiaries. 


 


25                                   
The Executive consents to the Executive holding and processing, whether
manually or electronically, data relating to him for the proper performance of
his duties and this contract and he consents to the transfer and storage of
such data outside of the European economic area.


 


26                                   
This Agreement is governed by and shall be construed in accordance with the
laws of England.


 


27                                   
The parties to the Agreement submit to the jurisdiction of the England Courts.


 


 


	
  /s/ Steven Klein

  	
   

  
	
  For and on behalf of
  Information Services Executed Limited

  
	
  Steven Klein

  



 


	
  Date 

  	
  April 25, 2001

  	
   

  
	
   

  
	
  Place 

  	
  U.S.A.

  	
   

  
	
   

  	
   

  
	
  /s/ John Kemp

  	
   

  
	
  John Kemp

  
	
   

  	
   

  
	
  Date 

  	
  26th April 2001

  	
   

  
	
   

  
	
  Place England

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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6301 NORTHWEST FIFTH WAY, SUITE 4000


FORT LAUDERDALE, FL 33309-6186 U.S.A. 


TELEPHONE: 954-689-6300


 


February 14, 2005


 


John Kemp


 


Re:
Retention Plan 


 


Dear John:


 


Information
Services Extended, Inc. (the “Company”) is currently considering a possible
transaction (the “Transaction”), in which the Company would become a wholly-owned
subsidiary of Aptas, Inc. (“Aptas”), another entity in which Spencer Trask
Intellectual Capital Company LLC (“Spencer Trask”), or one or more of its
affiliates holds a significant interest. It is currently contemplated that
Aptas would, prior to the Transaction, directly or indirectly raise capital
through a private placement, the majority of the proceeds of which would be
used to acquire the web service portion of the business of YP Solutions (the
“Acquired YP Solutions Business”). It is anticipated that following the
consummation of these transactions, the Company, Aptas and the Acquired YP
Solutions Business would be operated by Aptas as part of a single business unit
so as to maximize synergies and take advantage of cross marketing and
development opportunities, undertake a name change, and that Aptas would
undertake an initial public offering (the “IPO”) after a reasonable period of
time in which the constituent companies had operated on a consolidated basis,
provided that the Transaction would be subject to being unwound (the “Unwind”)
if the IPO was not consummated by June 30, 2005.


 


In order to motivate you
to remain with the Company given the uncertainties and challenges inherent in
the consideration and implementation of the Transaction, the integration of the
constituent companies, and the IPO, the Company is willing to offer to you a
retention payment in the amount of $25,000 (the “Retention Payment”) that is in
addition to any other benefits, if any, to which you may be entitled. You will
become eligible to receive 50% of the Retention Payment allocated to you upon
the execution of the definitive transaction document relating to the
Transaction and the remaining 50% of your Retention Payment upon the earlier of
(a) the closing of the IPO, and (b) a Change of Control (as defined on Schedule
A hereto) of either Aptas or the Company; provided that, you shall only
receive your Retention Payment on the three month anniversary of the
consummation of the IPO or the Change of Control; and provided further
that, you will only be eligible to receive your Retention Payment if (a) you
remain employed by the Company or any successor entity, including Aptas, on the
three month anniversary of the consummation of the IPO or the change of
Control, or (b) if your employment by the Company or any successor entity,
including Aptas, was terminated by the Company or any successor entity,
including Aptas, without Cause (as defined on Schedule A hereto) on or prior to
the three (3) month anniversary of the consummation of the IPO or the Change of
Control. If the IPO or the Change of Control is not consummated for any reason
prior to 


 












 


December 31, 2005, no
Retention Payment will be paid whether or not you have become eligible to
receive such Retention Payment.


 


The
Retention Payment will be paid in a lump sum cash payment on the three (3)
month anniversary of the closing of the IPO or the Change of Control, subject
to the provisos in the preceding paragraph. The Retention Payment will be
reduced by any applicable federal, state, and local tax withholdings and/or
wage reductions.


 


Please
confirm your agreement to the foregoing by signing the enclosed copy of this
letter where indicated below and returning the same to me.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  INFORMATION SERVICES
  EXTENDED, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edgar Downs

  	
   

  
	
   

  	
   

  	
  Edgar Downs, President

  



 


Acknowledged and agreed
to on 


February 14, 2005:


 


 


	
  /s/ John Kemp

  	
   

  
	
  John Kemp, individually