EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement"), effective as of the 1st day of
January, 2000, is by and between Celebrity Sports Network, Inc., a Colorado
corporation with its principal place of business located at 0000 Xxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("Corporation") and R. Xxxxx Xxxxxxx
("Employee").
WHEREAS, Corporation and Employee desire to enter into an employment
agreement setting forth certain terms and conditions of Employee's employment.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Corporation hereby employs the
Employee and the Employee hereby accepts employment on the terms and conditions
hereinafter set forth as follows:
1. Term. Subject to the provisions for termination hereinafter provided, the
initial term of this Agreement shall commence on the effective date hereof,
and continue for a term of one year. Such term shall be automatically
renewed, unless within 60 days prior to expiration written notice is given
by either party that the Agreement should not be renewed. Upon renewal, the
Corporation and Employee may agree to modification of any of the terms or
conditions of this Agreement, except that employee's compensation may not
be reduced without Employee's consent. Any such modification shall be set
forth in an amendment to this agreement executed by both parties.
2. Duties. Employee is engaged as the President of the Corporation. In such
capacity, Employee shall exercise supervision of the daily operations of
the Corporation, subject to the control of the Board of Directors, and
shall assist the Board in the day-to-day administration of the Corporation.
He shall perform all duties incident to such position, such other duties as
from time to time may be assigned by the Board of Directors and shall
adhere to the policies of the Corporation as set by the Board of Directors.
3. Compensation. For all services rendered by the Employee under this
Agreement, commencing as of the effective date hereof, the Corporation
shall be obligated to pay the Employee a salary of $48,000 per year, such
salary to be paid on a semi-monthly basis on the dates and at the times as
is the regular practice of the Corporation. Employee shall also be entitled
to participate in any and all benefit plans maintained by the Corporation
for its employees, including pension, equity option, profit sharing and
health insurance plans which the Corporation may adopt from time to time;
provided however that the Corporation shall not be obligated to provide any
or all of these benefits to employees.
4. Best Efforts of Employee. Employee shall devote his full time to the
Corporation during normal business hours. Employee recognizes that his
duties may from time to time require his services after hours or on
weekends. Employee shall at all times faithfully, with diligence and to the
best of his ability, experience and talents, perform all the duties that
may be required of and from him pursuant to the express and implicit terms
hereof to the reasonable satisfaction of the Corporation. Such services
shall be rendered at such other place or places as the Corporation shall in
good faith require or as the interest, needs, business or opportunity of
the Corporation shall require.
5. Working Facilities. Employee shall be furnished with all such facilities
and services suitable to his position and adequate for the performance of
his duties.
6. Expenses. Employee may incur certain expenses on behalf of the Corporation
and in pursuit of his duties. Employee shall be entitled to reimbursement
of all reasonable and necessary expenses incurred by him on behalf of the
Corporation upon submission of an itemized account and receipts for such
expenditures in accordance with guidelines determined by the Internal
Revenue Service. Employee may be reimbursed for such expenses not less
frequently than monthly.
7. Vacation. Employee shall be entitled each year to two weeks vacation during
which time his compensation shall be paid in full. Employee shall endeavor
to arrange his vacation to avoid seriously interfering with the business of
the Corporation.
8. Sickness and Disability. Employee shall be granted sick leave in accordance
with the Corporation's general policies and procedures.
9. Termination.
(a) This Agreement shall terminate on the first to occur of the following
events:
(1) Sixty (60) days written notice by either party;
(2) Death of Employee; or
(3) Immediately upon written notice from the Corporation terminating
Employee for cause, as defined below;
(b) In the event of termination by the Corporation under paragraph 9(a)(1),
the Corporation shall pay Employee 30 days severance pay after Employee's
employment with the Corporation ends. In the case of termination by the
Corporation under paragraph 9(a)(1), the Corporation may elect to pay
Employee 90 days severance pay immediately, in lieu of the notice required.
Employee shall not be entitled to any additional compensation upon his
resignation or death, or if terminated for cause.
(c) For purposes of this Section 9, "cause" shall be defined as meaning
such conduct by the Employee which constitutes in fact or in law a breach
of fiduciary duty, felonious conduct or other activity materially adverse
to the interests of the Corporation, in the opinion of the Board of
Directors.
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10. Notices. All notices, demands, elections, opinions or requests (however
characterized or described) required or authorized hereunder shall be
deemed given sufficiently if in writing and sent by registered or certified
mail, return receipt requested and postage prepaid, or by tested facsimile
to, in the case of the Corporation:
Celebrity Sports Network, Inc.
0000 Xxxx Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
with copies to each Director of the Corporation
and in the case of the Employee:
R. Xxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
11. Survival of Representations, Warranties and Covenants. This Agreement and
the representations, warranties, covenants and other agreements (however
characterized or described) by both parties hereto and contained herein or
made pursuant to the provisions hereof shall survive the execution and
delivery of this Agreement and the provisions of Section 9 shall survive
termination of this Agreement.
12. Severability. If any provisions of this Agreement shall be held, declared
or pronounced void, voidable, invalid, unenforceable or inoperative for any
reason by any court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall not affect
adversely any other provision of this Agreement, which shall otherwise
remain in full force and effect and be enforced in accordance with its
terms and the effect of such holding, declaration or pronouncement shall be
limited to the territory or jurisdiction in which made.
13. Waiver. All the rights and remedies of either party under this Agreement
are cumulative and not exclusive of any other rights and remedies provided
by law. No delay or failure on the part of either party in the exercise of
any right or remedy arising from a breach of this Agreement shall operate
as a waiver of any subsequent right or remedy arising from a subsequent
breach of this Agreement. The consent of any party where required hereunder
to any act of occurrence shall not be deemed to be a consent to any other
act of occurrence.
14. General Provisions. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of Colorado. Except
as otherwise expressly stated herein, time is of the essence in performing
hereunder. This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understanding
relating to the subject matter hereof, and this Agreement may not be
modified or amended or any term of provision hereof waived or discharged
except in writing signed by the party against whom such amendment,
modification, waiver of discharge is sought to be enforced. The headings of
this Agreement are for convenience in reference only and shall not limit or
otherwise affect the meaning thereof. The Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all
of which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
CORPORATION: EMPLOYEE:
Celebrity Sports Network, Inc.
a Colorado corporation
By: /s/ Xxxxxx X. Xxxxxx /s/ R. Xxxxx Xxxxxxx
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Xxxxxx X. Xxxxxx, its Vice President R. Xxxxx Xxxxxxx
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