EXHIBIT 10.1
EMPLOYEE AGREEMENT
THIS AGREEMENT made as of the 1st day of November, 1998.
BETWEEN:
NBG RADIO NETWORK
000 XX Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
XXXX XXXXXX III
0000 XX Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
(hereinafter referred to as the "Manager")
OF THE SECOND PART
WHEREAS:
A. The Company and the Manager have agreed to enter into a personal services
relationship for their mutual benefit whereby the Company will engage the
Manager in the capacity of VP/Programming, on the terms and conditions set out
in the agreement below.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained the parties agree as follows:
1. PERSONAL SERVICES
The Company hereby agrees to retain, appoint, and engage the Manager as
President, or such other position that is mutually agreeable pursuant to the
terms and conditions of this agreement. This is a full-time assignment, to be
based in Portland, Oregon USA.
2. TERM
The engagement of the Manager will have an initial term of 5 years commencing on
June 1, 1998 and shall continue until terminated in accordance with the
provisions of this agreement.
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3. DUTIES AND RESPONSIBILITIES
The Manager shall act as an employee of NBG Radio Network and agrees to perform
all of the functions and duties ordinarily and necessarily associated with the
agreed office and as may reasonably be assigned to him by the President of the
Company.
(a) To fully and faithfully discharge his duties and
responsibilities as a Manager of NBG Radio Network.
(b) To devote full time, effort and attention to the business and
well-being of NBG Radio Network.
4. RENUMERATION
NBG Radio Network, shall pay to the Manager at his direction, a yearly salary of
$122,000. The President will conduct an appraisal of the Manager's job
performance twelve (12) months after the commencement of his engagement and
annually thereafter. Manager shall receive at a minimum a yearly raise
determined at the current rate of the Consumer Price Index (CPI) plus 15%. The
Board of Directors of the Company also has the option of raising the yearly pay
rate to any level above the current pay rate of Manager. President shall also
make at a minimum 10% more than the next highest paid employee of NBG Radio
Network or any of its subsidiaries.
An incentive commission salary equal to the amounts posted in the Company's
Employee Handbook will also be valid under this Agreement.
5. EMOLUMENTS, PERQUISITES AND BENEFITS
During the term of this Employee Agreement ("Agreement") the Manager shall be
entitled to:
(a) All benefits established by the Company and outlined in the
Employee Manual
6. REIMBURSABLE EXPENSES
The Manager shall be reimbursed for reasonable management and travel expenses
actually incurred by him on behalf of Company as required in the performance of
his aforesaid duties. The Manager shall submit supporting vouchers and records
for all such reimbursable expenses to the President or Controller of the
Company.
7. VACATION
The Manager will be eligible to take vacation time in accordance with the
policies implemented by the Company.
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8. PERFORMANCE REVIEW
The Board of Directors will conduct an appraisal of the Manager's job
performance twelve (12) months after the commencement of his engagement and
annually thereafter.
9. CONFIDENTIALITY
The Manager acknowledges and agrees that, except as may be required by law, any
information reasonably relating to the affairs of NBG Radio Network received by
him in his capacity as a Manager of the Company is confidential, and during the
term of this Agreement or after the termination thereof such information shall
not be released or disclosed to any person or used by him in any manner, without
the prior written consent of the President. The Manager further acknowledges and
agrees that upon the termination of this Agreement, he shall only remove from
the offices of the Company, his personal papers and shall leave Company and the
Manager's non-personal papers in a proper and orderly fashion for his successor.
All Company property in the possession of the Manager must be returned upon
termination.
10. CONFLICTING EMPLOYMENT
Manager agrees that during the term of employment with Company, that he/she will
not engage in any other employment, occupation, consulting or other business
activity directly relating to the business in which the Company is now involved
or becomes involved with during the term of employment, nor will he/she engage
in any other activities that conflict with obligations to the Company.
11. COVENANT NOT TO COMPETE
Manager acknowledges that the information, methods, and principals of Company's
business are confidential and the disclosure to others, or making use thereof
for himself/herself outside of employment with Company is a violation of this
Agreement and would be extremely detrimental to the rights and business of the
Company. Manager does hereby agree that he/she will not make personal use of,
nor will he/she directly or indirectly furnish or divulge the mailing lists
and/or the name of actual or prospective customers who have dealt with
employers: nor will he/she, during the life of this covenant, or at any time in
the future, make personal use of or furnish to any person, firm, corporation,
the methods for conducting business of the Company nor furnish any of the
mailing list information and/or customers of the Company.
Manager further acknowledges that the list of the Company's customers and
clients as well as the charts, manuals, programs, catalogues, literature, and
any marketing or business plan and/or programs developed within or during the
term of employment are valuable, special and unique assets of the Company.
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Unless otherwise agreed in writing, signed by both parties, during Manager's
employment with Company and for Three Hundred Sixty Five (365) days after
termination, Manager will not, directly or indirectly, engage in the same or
similar or competitive line of business that is or was carried on by Company
during Manager's employment with Company or engage in work for any individual,
firm, or corporation engaged in such line or similar line of business within the
United States or Canada.
Company and Manager recognize that irreparable injuries could result to Company,
its business and property in the event of a breach of this covenant by Manager.
It is agreed that in the event of a breach of this covenant, Company shall be
entitled, in addition to any other remedies and damages available, to an
injunction to restrain the violation thereof by Manager, his partners, agents,
servants, employers, and Manager, and all persons acting for or with him.
Furthermore, Company shall be entitled to reasonable attorney's fees and court
costs if any such fees are incurred by Company in the event of a breach of this
covenant.
12. SOLICITATION OF EMPLOYEES
Manager agrees that for a period of two (2) years immediately following the
termination of his/her employment with Company for any reason, whether with or
without cause, he/she shall not either directly or indirectly solicit, induce,
recruit, or encourage any of Company's employees to leave their employment, or
take away such employees, or attempt to solicit, induce, recruit, encourage, or
take away employees of Company, either for himself/herself or for any other
person or entity.
13. OTHER POLICIES
Manager agrees to comply with all Company policies, rules and procedures that
are generally applicable to Company employees.
14. TERMINATION
(a) The Manager shall have the right to terminate this Agreement at any
time, for any reason, by providing to the President with not less than three (3)
months' prior written notice of such termination. The President may waive notice
in whole or in part.
(b) The Company, in their absolute discretion, shall have the right to terminate
this Agreement at any time after November 1, 1998 for any reason or without
reason upon giving to the Manager three (3) months' prior written notice or
payment in lieu of notice equaling three (3) months' compensation as provided
for in paragraphs 4 and 5 hereof.
(c) In the event that Manager is in breach of any material obligation owed
Company in this Agreement, habitually neglects the duties to be performed under
this Agreement, engages in any conduct which is dishonest, damages the
reputation or standing of the Company, or is convicted
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of any criminal act or engages in any act of moral turpitude, then Company may
terminate this Agreement upon five (5) days notice to Manager. In event of
termination of the Agreement pursuant to this subsection, Manager shall be paid
only at the then applicable base salary rate up to and including the date of
termination. Manager shall not be paid any incentive salary payments or other
compensation, prorated or otherwise.
(d) In addition, and without limited or otherwise affecting any other remedies
which the Company may have, the Company may terminate the appointment of the
Manager without either prior notice or any payment whatsoever in lieu of notice
in each and every of the following instances:
i) For cause. Cause shall mean failure of the Manager to
perform his duties or to make himself available to the President and Company in
a manner consistent with his responsibilities or if the Manager is in breach of
any of the other material provisions of this Agreement or of any other material
duties generally owed by employees to their employers.
ii) If the Manager shall become bankrupt or insolvent and such
financial circumstances are considered, acting reasonably, to be an
embarrassment to the Company.
iii) Subject to paragraph 14(e) hereof, if the Manager shall
for a continuous period totalling six (6) months in any twelve (12) month
period, by reason of illness or mental or physical disability, be unable to
perform his duties and responsibilities.
(e) In the event that the Manager shall be unable to perform his duties and
responsibilities by reason of illness or mental or physical disability, this
Agreement shall not immediately terminate, but the Manager's right to receive
salary shall cease for the period he is collecting sickness or disability
benefits and until he/she is again able to perform his/her duties hereunder.
Notwithstanding the foregoing, the Company reserves the right, in its absolute
discretion, if the period of such illness or disability extends beyond six (6)
months or non-continuous periods totalling six (6) months in any twelve (12)
month period, to terminate the Manager's employment hereunder and his
appointment as a Manager of the Company. Upon any such election by the Company
to treat the Manager's employment as terminated, he shall not be entitled as of
right to any prior notice or to any payment whatsoever in lieu of notice or to
any other compensation whatsoever except such payment, if any, as the Company in
its absolute discretion deem equitable.
15. INCOME PROTECTION
In the event that there is a change of control, takeover, amalgamation, buyout,
or other such event and the Manager is terminated by the new Board of Directors
or Management, then the payment in lieu of notice(s) in Section 14(b) shall be
hereby extended to three years and the Manager is immediately entitled to an
additional twelve (12) months pay at his/her current rate.
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16. NOTICE
Any notice or other communication ("Notice") required or permitted hereunder by
either party to the other shall be in writing and shall be deemed sufficiently
made if delivered personally, sent by pre-paid first class mail or sent by fax
or other similar form of communication addressed:
To the Company:
NBG Radio Network
Attn: President
000 XX Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
To the Manager:
Mr. Xxxx Xxxxxx III
000 XX Xxxxxx Xxxxxxx, 0X
Xxxxxxxx, XX 00000
or such other address or addresses as the parties may direct in writing.
Any notice, so given shall be deemed to have been given and received on
the date of delivery, if delivered, on the date received, if sent by mail, and
on the day following the date sent by fax or other similar form of
communication.
17. SEVERABILITY
In the event that any provision or part of this Agreement shall be deemed void
or invalid by a court of competent jurisdiction, the remaining provisions or
parts shall be and remain in full force and effect.
18. ENTIRE AGREEMENT
The Terms of Employment sets forth the entire Agreement and understanding
between the Company and Manager relating to the subject matter herein and merges
all prior discussions between us. No modification of or amendment to this
Employment Agreement, nor any waiver of any rights, will be effective unless in
writing signed by the party to be charged. Any subsequent change or changes in
Manager's duties, salary or compensation will not affect the validity or scope
of this Employment Agreement.
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19. GOVERNING LAW
The Terms of this Agreement shall be governed by the laws of the State of
Oregon, and the Manager hereby expressly consents to the personal jurisdiction
of the state and federal courts located therein for any lawsuit filed there by
the Company arising from or relating to Manager's employment.
20. SUCCESSORS AND ASSIGNS
The Terms of this Agreement will be binding upon the Manager's heirs, executors,
administrators and other legal representatives and will be for the benefit of
the Company, its successors, and its assigns.
IN WITNESS WHEREOF the parties have executed this Agreement on the date first
written above.
NBG RADIO NETWORK )
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President Signature )
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Print Name )
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Date )
MANAGER )
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SIGNED, and DELIVERED )
in the presence of: )
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Manager Signature )
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Print Name )
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Date )
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Witness Signature Date )
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