EXHIBITS 10.1
Contracts
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EMPLOYMENT AND OPTION AGREEMENT
This Employment and Option Agreement is made and entered into to be effective as
of the date upon which services were first rendered in accordance herewith and
is by and between Xxxx X. Xxxxxx ("Employee") and Famous Sam's Group, Inc.
("Client"). Employee is willing and able to provide various valuable services
for and on behalf of Client in connection with the business of Client. Client
desires to retain Employee as an executive officer on behalf of Client and
Employee desires to be retained in that capacity upon the terms and conditions
hereinafter set forth. In consideration of the foregoing premises, the mutual
promises and agreements hereinafter set forth, and such other and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Client and Employee agree as follows:
1. Services. Client hereby retains Employee as a director and an executive
officer and Employee hereby accepts and agrees to such retention. Employee shall
render to Client services of such nature as are necessary to provide for the
strategic direction and day to day management of the Company. It is not intended
that the performance of the services described herein shall be accomplished
exclusively by Employee; therefor, Employee may engage persons as subcontractors
to assist in the discharge of the responsibilities hereunder; however, any such
further employment shall be at the cost and expense of Employee.
2. Time, Place and Manner of Performance. Employee shall render his services at
reasonable and convenient times and places. Except as aforesaid, the time, place
and manner of performance of the services hereunder, including the amount of
time to be allocated by Employee to any specific service, shall be determined in
the sole discretion of Employee.
3. Term of Agreement. This agreement shall begin when Employee first began
rendering services for Client, and shall terminate when the services have been
fully rendered hereunder or when a change in control of Client shall have
occurred.
4. Compensation. Upon termination of this agreement, Client shall pay Employee a
fee in the amount of $10,000 per month. At the option of Employee, Employee may
elect to take all or any portion of this amount in shares of the free trading
common stock of Client registered under a Form S-8 filed in accordance with the
terms and conditions set forth under the Securities Act of 1933, as amended. The
parties have agreed that the fair market value of this stock, after considering
the financial condition of Client, as well as the lack of a trading market for
the stock, is $.03125 per share.
This option is not transferrable by Employee.
5. Expenses. Client shall reimburse Employee on demand for all expenses and
other disbursements, including, but not limited to, travel, entertainment,
mailing, printing and postage, incurred by Employee, or any of his
subcontractors, on behalf of Client in connection with the performance of the
consulting services pursuant to this agreement. Expenses and disbursements in
excess of $100 shall have Client's prior approval. These expenses shall be paid
in cash, or, at the option of Employee, in shares of Client's common stock
registered under Form S-8. If this non-transferrable option is exercised, said
shares shall be issued at the fair market value therefor, which Client and
Employee agree will be the closing inside bid price therefor on the date of
payment.
6. Work Product. It is agreed that, prior to public distribution, all
information and materials produced for Client shall be property of Employee,
free and clear of all claims thereto by Client, and Client shall retain no claim
of authorship therein.
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7. Disclosure of Information. Employee recognizes and acknowledges that Employee
has and will have access to certain confidential information of Client and its
affiliates that are valuable, special and unique assets and property of Client
and such affiliates. Employee will not, during or after the term of this
agreement, disclose, without the prior written consent or authorization of
Client, any such information to any person, except to authorized representatives
of Employee or its affiliates for purposes of the services to be rendered under
this agreement, for any reason or purpose whatsoever. In this regard, Client
agrees that such authorization or consent to disclosure may be conditioned upon
the disclosure being made pursuant to a secrecy agreement, protective order,
provision of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the person to
whom the information is to be disclosed or in compliance with the terms of a
judicial order or administrative process.
8. Conflict of Interest. Employee shall be free to perform services for other
persons during the term of this agreement. Employee will notify Client of the
performance of consulting services for any other person which would conflict
with the obligations of this agreement. Upon receiving such notice, Client may
terminate this agreement or consent to Employee's outside consulting services.
Failure to terminate this agreement shall constitute Client's ongoing consent to
Employee's outside consulting activities.
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9. Miscellaneous Provisions. (a) Notices. Any notices required or permitted to
be given under this agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail to the principle office of each party. (b)
Waiver of Breach. Any waiver by a party of a breach of any provision of this
agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by the waiving party. (c) Assignment. This agreement and
the rights and obligations of the parties hereunder are not assignable by either
party. (d) Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Nevada and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this agreement, the laws of the State of Nevada shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to the
jurisdiction in which any action or special proceeding may be instituted. (e)
Severability. All agreements and covenants contained herein are severable, and
in the event any of them shall be held to be invalid by any competent court, the
agreement shall be interpreted as if such invalid agreements or covenants were
not contained herein. (f) Entire Agreement. This Agreement constitutes and
embodies the entire understanding and agreement of the parties and supersedes
and replaces all prior understandings, agreements and negotiations between the
parties. (g) Counterparts. This agreement may be executed in counterparts, each
of which shall be deemed an original, but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have entered into this agreement
effective as of the day and year first above written.
EMPLOYEE: CLIENT: FAMOUS SAM'S GROUP, INC.
/s/ Xxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx Xxxx X. Xxxxxx, President
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