June 15, 2000
Xxxx X'Xxxxxx
Worldwide Entertainment & Sports Corp.
00 Xxxxxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxxxx 00000
Dear Xxxx,
This letter shall constitute your contract of employment with Worldwide
Entertainment & Sports Corporation, a Delaware corporation with principal
offices located at 00 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxxx
00000("Worldwide"), containing the following terms and conditions:
1. Date of Employment: Your employment under the terms of this contract
shall commence June 15, 2000 through June 30, 2001(the "Term"). Worldwide shall
have an option to extend your employment for an additional twelve month period
(the "Option") upon providing you written notice at least thirty day before the
end of the Term. In the event that Worldwide exercises the Option, this contract
shall be deemed extended through and including June 30, 2002 (the "Extension
Period"), and all the terms and conditions set forth herein shall remain in full
force and effect during such Extension Period, provided however, that you and
Worldwide shall negotiate regarding your annual salary for the Extension Period.
In the event that the parties cannot reach an agreement on an annual salary for
the Extension Period, then this Agreement shall terminate except for Sections 5
through 8 below which shall survive termination of this Agreement.
2. Title and Responsibilities: You shall work full-time as In-House
General Counsel of Worldwide and its subsidiaries with responsibilities as
directed by either the Chief Executive Officer, Executive Vice President or
Board of Directors of Worldwide, which responsibilities shall include, but not
be limited to, performing all necessary legal services for Worldwide and its
subsidiaries in coordination with outside general counsel of Worldwide and its
subsidiaries, including oversight of financial filings with the Securities and
Exchange Commission and NASD; drafting of contracts; preparation of or defense
to any legal actions; and legal advice generally in connection with the business
affairs of Worldwide and its subsidiaries. You shall render your services at
either your existing office or any new office of Worldwide in either New York
City or New Jersey as directed by the Chief Executive Officer.
3. Compensation: Annual Salary of One Hundred and Fifteen Thousand
Thousand Dollars ($115,000) through December 31, 2000 and One Hundred and Thirty
Thousand Dollars ($130,000) from January 1, 2001 through June 30, 2001 (the
"Base Salary"), payable in regular installments two times per month or on the
same schedule as
Worldwide distributes paychecks to employees. You shall also be eligible for
grant of additional compensation in the form of cash bonus or grant of stock or
option awards in the sole discretion of the Board of Directors of Worldwide.
4. Benefits: Medical insurance benefits commensurate with those
standard benefits generally provided by Worldwide to its employees consistent
with policies and practices established from time-to-time by the Board of
Directors of Worldwide.
5. Termination. (a) Notwithstanding anything herein contained, if,
prior to the end of the Term:
(1) either (i) you shall be physically or mentally
incapacitated or disabled (as determined by an independent physician selected by
the Board of Directors of Worldwide) or otherwise unable fully to discharge your
duties hereunder for a period of twelve consecutive weeks or an aggregate of
twelve (12) weeks in any twelve (12) month period, (ii) you shall be convicted
by, or shall have entered a plea of guilty or nolo contendere, in a court of
competent and final jurisdiction for any crime involving moral turpitude, fraud,
embezzlement, misappropriation, or any other felony or crime punishable by
imprisonment, (iii) you shall commit any act of fraud, embezzlement or other act
of misappropriation or (iv) you shall habitually neglect your duties and shall
fail to correct such breach within twenty (20) days after written notice of such
habitual neglect, then, in each such case, Worldwide shall have the right to
give notice of termination of your services hereunder as of a date (not earlier
than ten days from such notice) to be specified in such notice, and this
Agreement shall terminate on the date so specified; or
(2) You shall die, then this Agreement shall terminate on the
date of your death; or
(3) You elect to terminate this Agreement in the event of any
material breach of this Agreement by Worldwide and Worldwide shall have failed
to correct the breach of this Agreement by Worldwide and Worldwide shall have
failed to correct such breach within twenty (20) days after written notice by
you of any such material breach(collectively, a "Good Reason"), then, in each
such case, you shall have the right to give Worldwide notice of termination of
your services hereunder, as of a date (not earlier than thirty (30) days from
such notice) to be specified in such notice, and this Agreement shall terminate
on the date so specified. For the purposes of this Agreement, your election to
terminate his employment for Good Reason shall not be considered a voluntary act
by you.
(b) Upon termination of this Agreement pursuant to subsection
(a)(1) or or(a)(2) of this Section 5, neither party shall have any further
obligations hereunder except that (i) you (or your estate in the event of your
death) shall be entitled to receive your Base Salary which shall not have
previously been paid to the date of termination,
and (ii) both parties shall remain liable for obligations and covenants
contained herein that extend beyond the Term of this Agreement.
(c) Upon termination of this Agreement as a result of
Employee's voluntary action (other than termination by Employee for Good Reason)
or pursuant to subsections (a)(1)(ii), (a)(1)(iii) or (a)(1)(iv) of this Section
11, neither party shall have any further obligations hereunder except (i)
Employee shall be entitled to receive his Base Salary which shall not have
previously been paid to the date of termination, and (ii) for obligations or
covenants contained herein that extend beyond the Term of this Agreement.
(d) In the event your employment is terminated during the Term
of this Agreement (a) pursuant to an effective election by you under subsection
(a)(3) of this Section 5 or (b) other than by Employee's voluntary action or
pursuant to subsection (a)(2) of this Section 5 or (c) by Worldwide without
cause, you shall be entitled to receive (i) your Base Salary which shall not
have previously been paid to the date of termination and (ii) an amount equal to
four months of your Base Salary, which amounts shall be payable in accordance
with the Company's normal payroll practices then in effect and (iii) any
benefits then vested under any benefit plans and otherwise payable in accordance
with the provisions of the applicable benefit plan and applicable laws. You
shall be entitled to receive the same amounts set forth in subsections (i)
through (iii) of this subsection (d) in the event that you and Worldwide cannot
reach an agreement for an Extension Period as set forth in Section 1 above.
6. Confidentiality: You shall keep confidential during your employment
and thereafter any information of a confidential, proprietary or trade secret
nature of Worldwide, its affiliates and subsidiaries. Upon your ending of
employment at Worldwide, you shall return to Worldwide all documents of any kind
involving or relating to Worldwide, its affiliates, subsidiaries, and parent
(collectively, the "Companies"), including computer files and any documents
created by you.
7. Work For Hire: You acknowledge that any right, title and interest in
and to all of your "Creations" and work product made during the Term and the
Extension Period, whether pursuant to this Agreement or otherwise, shall belong
solely to Worldwide, whether or not they are protected or protectible under
applicable patent, trademark, service mark, copyright or trade secret laws. For
purposes of this Section 7, "Creations" means all inventions, designs,
discoveries, books, manuscripts, compilations, improvements, articles, research
and other copyrightable, patentable or otherwise protectible works of
intellectual property (including, without limitation, any information relating
to the Companies' software products, source code, know-how processes, designs,
work-in-progress or business trade secrets) made or conceived or reduced to
practice by the Companies. You agree that all work or other material containing
or reflecting any such Creations shall be deemed work made for hire as defined
in Section 101 of the Copyright Act, 15 U.S.C. Section 101. If it is determined
that any such works are not works made for hire, you hereby assign to Worldwide
all of your right, title and interest,
including all rights of copyright, patent, and other intellectual property
rights, to or in such Creations.
8. Non-Competition:
(A) In view of the unique and valuable services it is expected
you will render to Worldwide, and in consideration of the compensation to be
received hereunder, you agree (i) that you will not, during the Term or any
Extension Period Participate In (as defined below) any other business or
organization, whether or not such business or organization now is or shall then
be competing with or of a nature similar to the business or profession of any of
the Companies, and (ii) for a period of four months after you cease to be
engaged by Worldwide under this Agreement, you will not compete with or be
engaged in the same business as or Participate In any other business or
organization which during such one year period competes with or is engaged in
the same business as any of the Companies with respect to any product or service
sold or proposed to be sold or activity engaged in or proposed to be engaged in
up to the time of such cessation except that in each case the provisions of this
Section 8 will not be deemed breached merely because you own not more than 2% of
the outstanding common stock of a company, if, at the time of its acquisition by
you, such stock is listed on a national securities exchange, is reported on
Nasdaq, or is regularly traded in the over-the-counter market by a member of a
national securities exchange, provided however that nothing contained herein
shall be construed as creating any inconsistent obligation with your obligation
pursuant to the New York Code of Professional Responsibility regarding an
attorney's ability to restrict his right to practice law.
(B) As used in this Agreement, the term "Participate In" shall
mean: "directly or indirectly, for his own benefit or for, with, or through any
other person, firm, or company, own, manage, operate, control, loan money to, or
participate in the ownership, management, operation, or control of, or be
connected as a director, officer, employee, partner, consultant, agent,
independent contractor, or otherwise with, or acquiesce in the use of his name
in."
(C)Since a breach of the provisions of this Section 8 could
not adequately be compensated by money damages, Worldwide shall be entitled, in
addition to any other right and remedy available to it, to an injunction
restraining such breach or a threatened breach, and in either case no bond or
other security shall be required in connection therewith, and you hereby consent
to the issuance of such injunction. You agree that the provisions of this
Section 8 are necessary and reasonable to protect Worldwide or any of the
Companies in the conduct of their respective businesses. If any restriction
contained in this Section 8 shall be deemed to be invalid, illegal, or
unenforceable by reason of the extent, duration, or geographical scope thereof,
or otherwise, then the court making such determination shall have the right to
reduce such extent, duration, geographical scope, or other provisions hereof,
and in its reduced form such restriction shall then be enforceable in the manner
contemplated hereby.
9. Successors and Assigns: Worldwide shall have the right to assign
this contract
without your consent in the event of a sale of all or substantially all of the
assets , business, or stock of Worldwide to a third party. You shall not have
the right to assign this contract.
10. Notices: Any notices to Worldwide shall be given at its principal
office presently located at 00 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxxx 00000,
attention: Chief Executive Officer or any new office to which Worldwide
relocates. Any notices to you shall be given at your address set forth above or
such other address as you shall request in writing for notices. Any notices
hereunder may be given by either overnight delivery service or by certified
mail, return receipt requested.
11.Governing law: This Agreement shall be governed by the laws of the
State of New York, without giving effect to that State's conflict of laws
principles. The parties consent to the exclusive personal jurisdiction and venue
of the State and Federal courts situated in New York County to resolve any
dispute related to the employment relationship and irrevocably waive any defense
or claims in any such actions or proceedings based on a lack of personal
jurisdiction, improper venue, forum non conveniens or any similar basis to the
maximum extent permitted by law.
12. Severability: If any provision of this Agreement or the application
of it shall be determined to be invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provisions shall not be
affected and shall be enforced to the greatest extent permitted by law.
13. Entire Agreement. This Agreement sets forth the entire
understanding of the parties hereto with respect to its subject matter, merges
and supersedes any prior or contemporaneous understanding with respect to its
subject matter and shall not be modified except in writing executed by the
parties.
Your signature on this letter in the space provided below, shall
constitute your acceptance of the terms and conditions of your employment
agreement with Worldwide.
Very truly yours,
Worldwide Entertainment & Sports Corp.
By:
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Name:
Title:
Dated:
Agreed, Understood and Accepted
XXXX X. X'XXXXXX
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Dated:
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Dated:
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