EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and effective this 14th day of March, 2002, by POP
STARZ INC., a Florida corporation, with its principal place of business at 0000
Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X, Xxxx Xxxxx, Xxxxxxx 00000 ("Pop Starz"), and
XXXXXXX XXXX-XXXXXXXX, whose address is 00000 Xxxxxxxxx 000xx Xxxxx, Xxxxx,
Xxxxxxx 00000 ("Employee").
WHEREAS, Pop Starz is in the business of operating children's and young
adults' entertainment talent development programs, including dance, acting,
voice, and exercise (the "Business"); and
WHEREAS, Pop Starz wishes to retain the Employee, and the Employee wishes
to be retained in such capacity and perform certain services for Pop Starz, to
promote the interests of the Business;
NOW THEREFORE, in consideration of the promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged by each party, the parties, intending to be legally bound, hereby
agree as follows:
1. The above recitals are true and correct and incorporated herein by
reference.
2. Pop Starz hereby retains Employee as its Artistic Director, and Employee
hereby accepts such engagement, under the conditions and requirements
specified herein, as an employee of Pop Starz, with such duties and
responsibilities as may reasonably be assigned pursuant to this Agreement.
3. Employee's principal duties shall include choreographing, teaching dance,
and such other responsibilities as may be reasonably designated by Pop
Starz to enhance and promote the Business.
4. Employee shall work four (4) hours per day, five (5) days per week,
teaching classes in addition to performing the duties required by Paragraph
3 above, and Employee's compensation shall be as follows: (a) $1,000 per
week, payable in accordance with Pop Starz' usual payroll schedule; (b)
reimbursement for 25% of Employee's monthly individual health insurance
premium; (c) beginning with the 2nd Quarter of 2002, 10% of the net pre-tax
profits of Pop Starz during each Quarter worked, as determined by Pop
Starz' quarterly financial statements, payable within 10 business days
after the quarterly financial statement is finalized by Pop Starz; and (d)
after the completion of two (2) years with Pop Starz (calculated as two
years from the date of Employee's first paycheck from Pop Starz), Employee
shall be entitled to 10% of Pop Starz' outstanding shares of common stock
as of that date. For purposes of (c) and (d) herein, Employee shall have
reasonable access to necessary financial information concerning Pop Starz.
5. In addition to the provisions of Paragraph 4, Employee shall be entitled to
one (1) week's paid vacation after (1) year of employment, two (2) weeks'
paid vacation after two (2) years of employment, and three (3) weeks' paid
vacation after five (5) years of employment.
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6. Employee acknowledges that this employment is "at will," and the parties
agree that this agreement may be terminated by either party upon two (2)
week's written notice if "without cause" (for any reason whatsoever). Pop
Starz shall also have the right to terminate this agreement "for cause."
For purposes of this agreement, "cause" shall include the inability of the
Employee, through sickness or other incapacity, to perform the duties
required under this agreement for a period in excess of two (2) months; the
refusal of the Employee to follow the directions of Pop Starz' board of
directors or executive officers; dishonesty; theft; or conviction of a
crime.
7. Employee acknowledges that she will have access to significant Confidential
and Propriety Information of Pop Starz including client and vendor names,
Pop Starz talent development services and techniques, and any information,
formula, pattern, compilation, program, device, method, technique, or
process that: (a) derives independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its
disclosure or use; and (b) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy. Employee further
acknowledges that all such Confidential and Propriety Information is of
unique and great value to Pop Starz, and is essential to Pop Starz's
preservation of its Business and goodwill. Accordingly, Employee agrees
that all such Confidential and Propriety Information will be acquired under
circumstances giving rise to a duty to maintain its secrecy or limit its
use, and that Employee will not misappropriate, or otherwise disclose
(directly or indirectly) to any third party without the written permission
of Pop Starz, any such Confidential and Propriety Information. In the event
Employee is required to make disclosure pursuant to any state or federal
law or pursuant to proper court or similar governmental order, Employee
shall provide Pop Starz with at least twenty (20) days' prior written
notice of such required disclosure so that Pop Starz may take such actions
as it may deem necessary or appropriate. This provision shall survive
termination of this agreement for a period of one (1) year.
8. Employee further agrees that any and all products, designs, talent
development techniques, art works and work product of any nature whatsoever
developed by Employee or anyone at PopStarz, whether or not during working
hours and which has or may have applicability to any aspect of Pop Starz's
Business, as determined by Pop Starz in its sole discretion (collectively
"Work Product"), shall be the sole and exclusive property of Pop Starz, and
Employee hereby irrevocably conveys to Pop Starz all of Employee's right,
title and interest in and to all Work Product which may be developed during
employment by Pop Starz
9. Employee agrees that while this agreement is in effect and for a period of
one (1) year following termination hereof, Employee will not in any way
compete with the Business of Pop Starz within one-hundred (100) miles of
Pop Starz's offices , including that Employee will not solicit any current
of former employee of Pop Starz or any of Pop Starz's actual or prospective
clients or vendors. Employee may, however, continue to teach classes at
Dance Empire, should she wish to do so, provided that such other classes do
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Page 107
not exceed four and one-half (4 1/2) hours per week and do not conflict
with scheduled Pop Starz' classes or events.
10. Miscellaneous.
Time is of the essence of this agreement. This agreement is made in the
State of Florida and shall be governed by Florida law. This is the entire
agreement between the parties and may not be modified or amended except by
a written document signed by the party against whom enforcement is sought.
This agreement may be signed in more than one counterpart (including by
facsimile), in which case each counterpart shall constitute an original of
this agreement. Any paragraph headings are for convenience only and are not
intended to expand or restrict the scope or substance of the provisions of
this agreement. Wherever used herein, the singular shall include the
plural, the plural shall include the singular, and pronouns shall be read
as masculine, feminine or neuter as the context requires. The provisions of
this agreement shall be deemed severable, in whole or in part. Any dispute
arising out of or relating to this agreement will be resolved in the courts
of Palm Beach County, Florida, and the prevailing party shall be entitled
to reasonable costs and attorney's fees. This agreement is a personal
services contract and may not be assigned by Employee without the prior
written consent of Pop Starz.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first written above.
POP STARZ INC.
By /s/ Xxxxxxxx Xxxxxx /s/
Xxxxxxxx Xxxxxx, President
EMPLOYEE
/s/ Xxxxxxx Xxxx-Xxxxxxxx /s/
Xxxxxxx Xxxx-Xxxxxxxx
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