WORLD WIDE MOTION PICTURES CORPORATION EXECUTIVE'S EMPLOYMENT CONTRACT
Exhibit 10.20
WORLD
WIDE MOTION PICTURES CORPORATION
EXECUTIVE'S
EMPLOYMENT
CONTRACT
AGREEMENT
mode this 20th day of
October, 1983 by and between WORLD WIDE MOTION PICTURES
CORPORATION (hereinafter referred to as "Employer") and XXXX X. XXXXXXX
(hereinafter referred to as "Chief Executive").
W I T N E
S S E T H :
FOR and
in consideration of the terms and covenants hereinafter set forth, the parties
hereby agree as follows;
1. Engagement and
duties
A. Employer
hereby employs Chief Executive to render his services as herein. required during
the term of this agreement, and Chief Executive hereby accept such employment
and agrees to keep and perform all of the duties, obligations and agreements
assumed and entered into by him hereunder.
B. Chief
Executive agrees that during the term of this agreement he will serve as
President and Chief Executive Officer of employer and in this capacity will be
exclusively In charge of all of the Employer's business, Chief Executive shall
perform such executive duties as are normally and ordinarily performed by heads
of businesses in accordance with all reasonable policies of the Employer's Board
of Directors.
C. The
Employer recognizes that the performance of Chief Executive's duties will
require him to travel. Employer will therefore provide and/or reimburse Chief
Executive for all travel and living expenses as may be incurred by Chief
Executive In his best business judgment and in the best business Interests of
Employer as reasonable and necessary in the proper performance of Chief
Executive's duties.
D. Chief
Executive, at his sole discretion, may elect at any time to assume the position,
duties, or responsibilities, of any office or job employed by the Employer at
compensation commensurate with the position and office assumed,
2. Term of
Employment
A. The term
of Chief Executive's employment shall be deemed to have commenced on August 1,
1977 and shall continue for a term of thirty-five (35) years with an option to
renew for an additional term of ten (10) years at the sole discretion of Chief
Executive.
B. Chief
Executive may take a leave of absence without compensation from time to time at
his sole discretion for periods of no longer then one year at a
time.
3. Fixed Compensation
A. Employer
agrees to pay to Chief Executive a salary of Eighty-Five Thousand ($85,000.00)
Dollars per year, in equal monthly installments.
B. Chief
Executive's base salary set forth in Paragraph 3.A. above Shall be increased
each year by the greater of (a) Fifteen Thousand ($15,000.00) Dollars or (b) the
proportionate increase in the Consumer Price Index published by
the U.S. Government Department of Labor, Bureau of Labor Statistics
(the "CP Index") over the amount of the CP index published immediately prior to
the prior anniversary date. For purposes hereof, the CP Index shall mean the
Consumer Price Index for all items for the Metropolitan Los Angeles area; and in
the event that the compilation and publication of that index or subsequent index
shell be discontinued, Employer are Chief Executive shall, by agreement, select
an alternative index or method to compute the incense in the cost of living in
the Metropolitan Los Angeles area.
4. Business Expenses Benefits and
insurance
A. During
the term of this agreement, Chief Executive shall be authorized to incur
reasonable expenses (including without limitation, business related travel and
entertainment) in the conduct of Employer's business. Employer agrees to
reimburse Chief Executive for all such expenses upon presentation by Chief
Executive of an accounting with respect to such expenses, in conformity with
Employer's then existing expense reimbursement policy.
B. Employer
shall at Employer's expense, furnish Chief Executive with (1) American-trade,
luxury-type automobile of Chief Executive's choice (including taxes, gasoline,
garage, maintenance, repairs and insurance) for use by Chief Executive for and
in connection with Chief Executive's performance of his duties
hereunder. Each two years of the term of this agreement thereafter
Chief Executive shall, at Chief Executive's request, be furnished with a new
model American -made, luxury-type automobile to replace the model then in use by
him.
C. Chief
Executive shall be entitled during each year of the term of the agreement to a
vacation in accordance with Employer's then standard employment practices, but
in no event less than four (4) weeks, during which time the salary shall be paid
in full.
D. Chief
Executive shall be entitled to participate in all employee benefit plans
available for Employer's key executives, including at a minimum full and
complete Health Care coverage and a major medical coverage.
E. Employer
agrees to obtain and maintain at Employer's expanse, a
term policy of life insurance on Chief Executive's life, to be owned by Chief
Executive or his designee, with benefits payable as the Chief Executive shall
direct in the amount of Two Hundred and Fifty Thousand ($250,000.00) Dollars.
Employer shall promptly furnish to Chief Executive a certificate of insurance
evidencing the aforesaid policy and during the term of this agreement Employer
shall furnish upon Chief Executive's request such further certificate to Chief
Executive to show evidence that such policy continues to be in full force and
effect.
F. Chief
Executive acknowledges and agrees that Employer has and shall have during the
term of this agreement an insurable interest in Chief Executive's life and
health and further acknowledges and agreed that Employer may, in its discretion,
obtain and maintain, at Employer's expense and for its own account, one or more
policies insuring Chief Executive's life or health, with the proceeds (if any)
thereof payable exclusively to Employer, and that Chief Executive shall have no
right or interest of any kind therein.
G. Chief
Executive shall cooperate fully with Employer and admit to such physical
examinations and make such of his health and medical records available to
Employer as shall be required by the Insurers to effectuate the purposes of
Paragraphs E and F of this section.
5. Percentile
Compensation
In
addition to the Chief Executive's fixed compensation hereinabove set forth,
Employer shall pay or cause to be paid to Chief Executive the
following amounts with respect to each motion picture, the initial development
of which is commenced during the term of this agreements.
A. One and
one-half (1 ½) percent of
Employer's gross receipts with respect to each such motion picture of any
subsidiary or ancillary rights therein or thereto. For purposes hereof, the term
gross receipts shall refer to all sums either received by
Employer by reason of its direct disposition of rights or credited to the
Employer's account by any distributor, sub-distributor, sublicensee or selling
agent but in either case prior to the deduction of any fees of other expenses.
Where rights are exploited through a
distributor, sub-distributor, sub-licensee or selling agent, Chief
Executive’s interest, as aforesaid, shall be paid directly to Chief Executive by
such party. In addition thereto,
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B. Two and
one-half (2 ½ ) percent of Employer's net receipts in respect of each such
motion picture of any subsidiary or ancillary rights therein and thereto. For
purposes hereof, the term net receipts shall refer to all sums actually received
by the Employer after deduction of all fees or other expenses directly allocable
to such receipts.
C. One (1)
percent of Employer gross profits on all Employer's
business and investment activities.
The
foregoing compensation shall continue to be paid to Chief Executive following
the termination of this agreement, with respect to each motion picture
hereinabove described, for the duration of the exploitation thereof or any
subsidiary or ancillary rights therein and thereto.
6. Continuation of Chief
Executive’s Services
Notwithstanding
anything elsewhere contained herein, it is expressly agreed that if at the time
of the expiration of this agreement the Chief Executive is engaged in the
rendition of any of his required services hereunder in connection with any
matter or thing not than completed, and if the Employer shall not then have
exercised an option for the further services of the Chief Executive for a
further period, then and in that event the Chief Executive's employment
hereunder, at the option of the Employer may be continued and extended, at the
same rate of salary and upon the same conditions as shall be operative hereunder
immediately prior to the time of such expiration, until the completion of such
of the Chief Executive's required services hereunder as the Employer may desire
In connection therewith, not exceeding sixty (60) days.
7. Disability
If by
reason of physical disability, Chief Executive shall be incapacitated from fully
performing his obligations hereunder for a period
of one hundred twenty (120) consecutive days or one hundred fifty (150) days
(nonconsecutively) in any consecutive 12-month period, the Employer may, upon
written notice to Chief Executive, terminate this agreement, without prejudice
to Chief Executive's right to receive his fixed
compensation and his percentile compensation herein set forth thereafter in
accordance with Paragraph 5 above through the term of this
agreement end any option period.
8. Notices
All
notices which either party desires or is required to give to the other pursuant
to or relating to this agreement shall be in writing and delivered personally to
the noticed party and directed to the noticed party by postage pre-paid,
certified mail, return receipt requested, at the respective addresses set
forth below or to such other addresses as the noticed party shall have
previously properly notified the noticing party:
IF TO
EMPLOYER:
World
Wide Motion Pictures Corporation
c/o
Chairman of the Board and Board of Directors
with a
copy to:
Dykema, Gossett, Xxxxxxx, Xxxxxxx & Xxxxx
000
Xxxxxxxx Xxxxxxxx Xxxxx
Xxxxxxx,
Xxxxxxxx 00000
Attn: D.
Xxxxxx XxXxxxxx, Esq.
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IF TO
EMPLOYEE;
Xx. Xxxx
X. Xxxxxxx
000 0xx
Xxxxxx, #0
Xxxxxxxxxx
Xxxxx, XX 00000
with a
copy to: Xxxxx
Xxxxxxx
0000
Xxxxxx Xxxx
Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
9. Construction;
Etc.
A. This
agreement constitutes the parties' entire understanding and may not be modified
except in writing signed by the party to be charged, and. all prior
negotiations are merged herein.
B. This
agreement shall be construed in accordance with the laws of the State of
California applicable to agreements entered into and wholly to be performed
therein.
C. No waiver
in any instance by either party of any provision of this agreement shall be
deemed a waiver thereof by such party of such provision in any other instance or
waiver of any other provision hereunder in any instance.
D. Chief
Executive shall have the right to cause a certified public accountant to
audit, inspect, copy and abstract Employer's books and records for the purpose
of verifying the accuracy of any accounting and payment made to Chief Executive
hereunder relating to any percentile compensation payable to him. If a material
error shall be ascertained as a result of any such audit, the cost thereof, plus
interest on the unpaid sum at the rate of two (2%)
percent over the then generally prevailing prime rate in Los Angeles,
California, shall be paid by the Employer to the Chief
Executive.
IN
WITNESS WHEREOF, the parties hereto have executed this agreement the day and
year fIrst above written'
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/s/
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Chairman of the Board
World Wide Motion Pictures Corporation
/s/ Xxxx X.
Xxxxxxx
Xxxx X. Xxxxxxx
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/s/ Xxxx Xxxxxx
Witness:
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AGREEMENT
Amendment
to Chief Executive's
Employment
Contract
THIS
AGREEMENT is entered into, effective as of March 1, 2006, between WORLD WIDE
MOTION PICTURES CORPORATION, a Michigan corporation (the "Employer"), WORLD WIDE
ENTERTAINMENT, INC., a Michigan corporation that is wholly owned subsidiary of
the Employer (the "Subsidiary"), and XXXX X. XXXXXXX ("Chief
Executive"):
RECITALS:
R1 Employer
and Chief Executive entered into an employment contract on October 20, 1983,
with term effective as of August 1, 1977, a copy of which is attached hereto as
"Exhibit A (the "Existing Contract").
R2 Employer
entered into a Share Exchange Agreement dated October 14, 2006 (the "Share
Exchange Agreement") with Buckeye Ventures, Inc. ("Buckeye") and its
shareholders whereby the shareholders of Buckeye would acquire control of
Employer.
R3 Pursuant
to the Share Exchange Agreement, among other things: (a) Buckeye will become a
wholly owned subsidiary of Employer; (b) Employer will change its name to
"Buckeye Ventures, Inc."; (c) Subsidiary will change its name to "World Wide
Motion Pictures"; (d) Employer will convey all the assets and operations related
to its current motion picture and entertainment business to the Subsidiary; and
(e) Chief Executive will become primarily responsible for the operations of the
Subsidiary.
R4 Employer
and Chief Executive wish to amend the Existing Contract.
THEREFORE,
in consideration of the mutual terms and conditions set forth herein, the
parties agree as follows:
I. Restatement and Amendment to
the Existing Contract. The following subsections of the Existing Contract
are hereby amended by replacing them in their entirety with the new subsections
set forth below. Unless otherwise provided herein, all other provisions of the
Existing Contract will remain in full force and effect.
Paragraph
1. Engagement and
Duties.
Subsection
B of Paragraph 1 of the Existing Contract is replaced with the
following:
B. Chief
Executive, Employer, and Subsidiary agree that during the term of this
Agreement, Chief Executive will serve as President and Chief Executive Officer
of Subsidiary, and in this capacity will be exclusively in charge of all of
Subsidiary's business and operations. Chief Executive shall perform such
executive duties as are normally and ordinarily performed by heads of businesses
in accordance with all reasonable policies of the Board of Directors of
Subsidiary.
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Paragraph
2. Term of
Employment
Subsection
A of Paragraph 2 of the Existing Contract is replaced with the
following:
A. Chief
Executive, Employer, and Subsidiary agree that the term of Chief Executive's
employment, which commenced on August 1, 1977, and was to continue for
thirty-five (35) years with an option to renew for an additional ten (10) years,
is changed to: continue for six (6) years from March 1, 2006. In addition, if
the market price of Employer's common stock has not attained a minimum
consistent price of $2.50 per share, for a twelve (12) month consecutive period,
as traded on a national stock exchange, then Chief Executive will have the
option, at his sole discretion, to continue his employment on the same then
existing terms and conditions for an additional one (1) year.
Paragraph
3. Fixed
Compensation
Subsections
A and B of Paragraph 3 of the Existing Contract are replaced with the
following:
A.
Employer and Subsidiary agree, jointly and severally, to pay to Chief Executive
from funds provided by Employer, in equal monthly installments, an initial base
salary of ninety thousand dollars ($90,000) per year or an amount commensurate
with the salaries of other senior executives of Employer, at the option of the
Board of Directors.
B. Chief
Executive's base salary set forth in paragraph 3(A) above shall be increased
each year of the term of the Agreement by an amount determined by Employer's
Board of Directors, but in no event less than twenty thousand dollars ($20,000)
per year, which funds shall be provided by Employer.
Paragraph
4. Business Expenses,
Benefits, and Insurance
Subsections
E, H and I of Paragraph 4 of the Existing Contract are replaced with the
following:
E.
Employer and Subsidiary agree, jointly and severally, to obtain and maintain at
Employer's expense, a term policy of life insurance on Chief Executive's life,
to be owned by Chief Executive or his designee, with benefits payable as the
Chief Executive shall direct in the amount of Five Hundred Thousand ($500,000)
Dollars. Employer shall promptly furnish to Chief Executive a certificate of
insurance evidencing the aforesaid policy and during the term of this agreement
Employer shall furnish upon Chief Executive's request such further certificate
to Chief Executive to show evidence that such policy continues to be in full
force and effect. The policy shall be a 10 year term policy provided Chief
Executive passes the insurer's standard physical.
H.
Employer and Subsidiary agree, jointly and severally, that Chief Executive shall
be allowed and entitled to participate in any pension plan offered by Employer
and/or which is participated in by other executives of Employer,
and:
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I. Chief
Executive shall be nominated and elected to the Board of Directors of Employer
as Vice Chairman, serve on the Executive Committee of Employer's Board and shall
remain on Employer's Board as Vice Chairman and on the Executive Committee of
Employer's Board for the duration of his term of employment. Chief Executive
shall be nominated and elected to the Board of Directors of Subsidiary, serve on
the Executive Committee of the Subsidiary's Board and shall remain on the
Subsidiary's Board and Executive Committee for the duration of the term of his
employment.
Paragraph
5. Percentile
Compensation
The
following new Subsection D is added to Paragraph 5 of the Existing
Contract:
D. Any
references in this Paragraph 5 to Employer's "gross receipts", "net receipts" or
"gross profits" from each motion picture, the initial development of which is
commenced during the term of this Agreement, shall include the Subsidiary's
"gross receipts", "net receipts" or "gross profits" from each motion picture
that meets that requirement.
Paragraph
7. Disability
Paragraph
7 of the Existing Contract is deleted.
Paragraph
8. Notices
Paragraph
8 of the Existing Contract is replaced with the following:
All
written notices, documents, certificates, securities, payments and/or reports
permitted or requested to be delivered by any provisions of this Agreement shall
be deemed delivered: (1) At the time delivered by hand, (2) One (1) business day
after transmission by electronic means or (3) One (1) business day after
placement in the United States Mail by registered or certified mail, return
receipt requested, postage prepaid and addressed to the party to be notified at
its most current principal business address of which the notifying party has
been notified. All notices, documents, certificates, securities, payments and/or
reports required by this Agreement shall be directed to Employer at the
following address 0000 Xxxx Xxxx Xxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 or to such
other places as Employer may direct from time to time; and to Chief Executive at
the following address, 0000 Xxxxxxxxx, Xxxxxxxxxx Xxxxx, XX 00000, or to such
other places as Chief Executive may direct from time to time; and to Subsidiary
at the following address, 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, XX
00000, or to such other places as Subsidiary may direct from time to
time.
II.
Employer, exclusive of Subsidiary, shall be primarily responsible for all
financial obligations to Chief Executive, as set forth in this Agreement and the
Existing Contract. If the assets of Employer, exclusive of Subsidiary, are not
sufficient to satisfy these financial obligations to Chief Executive, then
Subsidiary, at the option of Chief Executive, shall become responsible for
satisfying these obligations to Chief Executive.
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III.
Notwithstanding the date the parties execute this Agreement, terms and
provisions of this Agreement shall be effective on March 1, 2006, on the
condition that the Closing as defined in the Share Exchange Agreement is
effected.
EMPLOYER
WORLD
WIDE MOTION PICTURES CORPORATION
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/s/
Xxxx Xxxxx
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Dated:
February 22, 2006
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Xxxx
Xxxxx
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Chairman
of the Board of Directors
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/s/
signature
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Dated:
February 22, 2006
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Witness
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CHIEF
EXECUTIVE
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/s/
Xxxx X. Xxxxxxx
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Dated:
February 22, 2006
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Xxxx
X. Xxxxxxx
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/s/
signature
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Dated:
February 22, 2006
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Witness
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SUBSIDIARY
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WORLD
WIDE ENTERTAINMENT, INC.
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/s/
Xxxxx Xxxxxxx
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Dated:
February 22, 2006
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Xxxxx
Xxxxxxx
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Secretary
of the Board of Directors
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/s/
signature
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Dated:
February 22, 2006
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Witness
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