10.1
Employment Agreement
Employment Agreement, between Americana Publishing, Inc. (the "Company") and
Xxxxxx Xxxxxx, Xx. (the "Employee"), for good consideration, the Company employs
the Employee on the following terms and conditions:
1. Term of Employment. Subject to the provisions for termination set
forth below, this agreement will begin on January 1st, 1999.
2. Salary. The Company shall pay Employee a salary of $250,000 per year
or 5% of gross sales of the company, whichever is greater for services
of the Employee, payable in regular pay periods, however, such
compensation shall commence when the Company can afford to pay such
compensation or compensation may begin April 1st, 1999.
3. Duties and Position. The Company hires the Employee in the capacity of
Editor in Chief and Chief Executive Officer. The duties may be
reasonably modified at the Company's discretion from time to time.
4. Employee to Devote Time Necessary to Company. The Employee will devote
the time necessary, attention and energies to the business of the
Company, and during this employment, however, may engage in other
business activities related to or unrelated to the company for profit,
gain and or primary advantage. These activities by the Employee are
not prohibited by the Company and further does not prohibit Employee
from making personal investments in any other business of any kind.
5. Confidentiality of Proprietary Information. Employee agrees during or
after the term of this employment, not to reveal confidential
information, or trade secrets to any person, firms, corporation or
entity.
6. Reimbursement of Expenses. The Employee may incur reasonable expenses
for furthering the Company's business including entertainment, travel
and similar items. The Company shall reimburse Employee within seven
working days for all business expenses after the Employee presents an
itemized account of expenditures.
7. Vacation. The Employee shall be entitled to a yearly vacation of a
total of five weeks at full pay. The Employee may take such time off
for vacation at any time and in any quantity of days.
8. Disability. If Employee cannot perform the duties because of illness
or incapacity for more than two weeks, the compensation otherwise due
during said illness or incapacity will continue as stated herein. The
Company may not terminate this agreement for any reason as it relates
to any disability, illness or incapacity.
9. Termination of Agreement. With cause, the Company may terminate this
agreement with twelve months written notice to the Employee. The
Employee may continue to perform his duties and will be paid the full
compensation during regular pay periods stated herein during the
notice period of twelve months. In addition, the Company will pay the
Employee on the date of termination a severance allowance of one full
year of minimum salary of two hundred and fifty thousand dollars
($250,000) which may be made in twelve equal and consecutive monthly
installments beginning on the date of termination. Without cause, the
Employee may terminate employment upon twelve months written notice to
the Company. Employee may be required to perform his duties and will
be paid the full compensation described herein up to the termination
date and shall receive a severance allowance of two hundred and fifty
thousand dollars ($250,000) which may be made in twelve equal and
consecutive monthly installments beginning on the date of termination.
The Company may terminate the Employees employment upon 90 days
written notice to the Employee and be responsible to pay two years
minimum salary of a total of five hundred thousand dollars ($500,000)
in twelve consecutive monthly installments beginning on the date of
termination should any of the following events occur:
a) The sale of substantially all of the Company's assets to a
single purchaser or group of associated purchasers; or
b) The purchase of substantially all of the Company's issued
and outstanding stock in an effort to take the Company
Private; or
c) The attempt by an individual or associated group of
individuals or corporation or entity to purchase stock in
the Company for the purposes of a hostile take over; or
d) The sale, exchange, or other disposition, in one transaction
of the majority of the Company's outstanding corporate
shares; or
e) The Company's decision to terminate its business and
liquidate its assets; or
f) The merger or consolidation of the Company with another
company where by the directors of the Company as a whole are
no longer majority shareholders; or
g) Bankruptcy or Chapter 11 reorganization.
10. Death Benefit. Should Employee die during the term of employment of
the Company shall pay the Employees estate five hundred thousand
dollars ($500,000) in fifty equal and consecutive monthly installments
beginning 10 days from the date of his death.
11. Assistance in Litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it
may reasonably require in connection with any litigation in which it
is, or may become, a party either during or after employment. Should
the Employee be involved in any litigation personally as a result of
activities or association with or for the Company, the Company agrees
to pay for all such legal and professional fees incurred by the
Employee.
12. Settlement by Arbitration. Any claim or controversy that arises out of
or relates to this agreement, or breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgement upon the award rendered may be entered in any
court with jurisdiction.
13. Limited Effect of Waiver by Company. Should the Company waive breach
of any provision of this agreement by the Employee, that waiver will
not operate or be construed as a waiver of further breach by the
Employee.
14. Assumption of Agreement by Company's Successor and Assignees. The
Company's rights and obligations under this agreement will inure to
the benefit and be binding upon the Company's successors and
assignees.
15. Oral Modification Not Binding. This instrument is the entire agreement
of the Company and the Employee. Oral changes shall have no effect. It
may be altered only by a written agreement signed by the party against
whom the enforcement of any waiver, change, modification, extension,
or discharge is sought.
16. Situs of This Agreement. The terms and conditions of this agreement
shall be interpreted under the laws of the state of New Mexico.
17. Automatic Renewal. This agreement shall automatically be renewed for a
period of three years provided that either party has not otherwise
elected to terminate this agreement as provided for herein.
Company Date
Employee Date
Witness Date
