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EXHIBIT 10.22
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement") made effective for all
purposes and in all respects as of the first day of July 1, 1999, by and between
(i) THE NOSTALGIA NETWORK, INC., a Delaware corporation (hereinafter referred to
as "Employer"), and (ii) XXXXXX XXXXXXXX (hereinafter referred to as
"Employee").
WHEREAS, Employer desires to employ Employee, as its President and
Chief Executive Officer;
WHEREAS, Employee desires to be employed by Employer in the aforesaid
capacity; and
WHEREAS, Employer and Employee desire to set forth in writing the
terms and conditions of their agreements and understandings.
NOW, THEREFORE, in consideration of the foregoing, the mutual
promises herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:
1. TERM OF AGREEMENT
The term (the "Term") of employment under this Agreement shall be one (1)
year commencing on July 1, 1999 (the "Effective Date") and ending on June
30, 2000. This Agreement shall automatically renew for a one-year period
(a "Renewal Term") unless either party gives at least ninety-days (90)
written notice of non-renewal. As utilized herein "Term" shall refer to
the Term and any Renewal Term unless the context clearly indicates
otherwise.
2. DUTIES OF EMPLOYEE
A. Duties and Responsibilities: Subject to the provisions of this
Agreement Employer shall employ Employee and Employee shall serve
as Employer's President and Chief Executive Officer. Subject to
the terms and conditions set forth herein, Employee shall
discharge the obligations and responsibilities normally associated
with such office and shall perform such other duties and
responsibilities as the Board of Directors of Employer (the
"Board") or the Executive Committee of the Board (the "Executive
Committee") shall determine from time to time that are consistent
with this Agreement. Employee agrees to perform such duties
faithfully and to the best of his ability. Subject to such
direction as may be given by the Board which is not inconsistent
with this Agreement, all employees of Employer shall report to
Employee or his designee(s) and Employee shall report only to the
Board and the Executive Committee. Employee shall produce and/or
acquire programming, in compliance with the then applicable Board
approved twelve month annual operating budget for Employer (the
"Budget") and utilize his best efforts and reasonable business
judgment to cause such programming to fit Employer's niche of
values-based programming that appeals to the 49+ demographic
group. Employee shall use his best efforts and reasonable business
judgment to cause Employer's programming to achieve the equivalent
of a 0.6 Xxxxxxx rating and to cause Employer's original
programming to constitute at least 25% of the Employer's prime
time (7 p.m. to 11 p.m.)
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programming line-up. Employee shall not be required to move out of
the Washington, D.C. metropolitan area in connection with the
performance of his duties and responsibilities under this
Agreement. Employee represents and warrants to Employer that he is
capable of performing the essential functions required by this
Agreement with or without reasonable accommodation.
B. Full-Time Efforts: Employee shall devote his full-time efforts to
his duties under this Agreement. Employee will not, directly or
indirectly, engage or participate in any activities which conflict
with the business of Employer, unless consented to in writing by
Employer.
C. Hiring of Management: Employee shall consult with and advise the
Board or the Executive Committee with respect to hiring of all
senior management personnel; provided, however, that the Board or
the Executive Committee shall have the authority to prohibit the
hiring of any prospective member of senior management proposed by
Employee. For purposes of this Agreement, "senior management"
shall include Employer's General Counsel, Chief Financial Officer,
Vice President of Programming and Production, Vice President of
Marketing and Affiliate Relations, Vice President of Affiliate
Relations, and all other such persons who serve in the capacity of
a Vice President of Employer.
3. COMPENSATION
As compensation for the services to be rendered to Employer by Employee
under this Agreement, Employee shall receive the following compensation:
A. Base Salary: Employee shall be paid a base salary ("Base Salary")
of Two Hundred Seventy Thousand Dollars ($270,000) per annum, to
be paid in accordance with Employer's standard policies,
increasing at a rate of 20% for each Renewal Term, if any.
B. Benchmark Bonus: In addition to the Base Salary, Employee shall be
entitled to receive a benchmark bonus (the "Benchmark Bonus") of
eighty thousand dollars ($80,000) (one hundred thousand dollars
($100,000) in any Renewal Term) if Employer satisfies all of the
following criteria during the Term or any Renewal Term (the
"Benchmark Bonus Criteria"):
(1) Achieves from July 1, 1999 through June 30, 2000 revenue
derived from the ordinary and customary business operations
of Employer and excluding the proceeds of any extraordinary
transactions, borrowings or equity or debt financings
("Revenue") of at least $2,776,684.50 plus Revenue in an
amount equal to, or greater than, the Revenue for the
Employer's first two fiscal quarters of 2000 (January 1,
2000 through June 30, 2000) provided for in the Budget for
the year 2000 (the "2000 Budget") (the "Revenue
Criterion"). Nothing in this Agreement shall restrict the
Board in establishing the 2000 Budget; provided that for
purposes of this Section 3B(1), the Revenue for the first
two fiscal quarters in the 2000 Budget shall be the greater
of the actual Revenue for the first two fiscal quarters in
the 2000 Budget or ten percent (10%) in excess of the
Revenue for the first two fiscal quarters in the Budget for
1999 (the "1999 Budget").
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(2) Incurs a loss from operations, excluding interest expense
(a "Loss"), from July 1, 1999 through June 30, 2000, not
greater than $8,277,651 plus the Loss, if any, projected in
the 2000 Budget for the first two fiscal quarters of 2000
(January 1, 2000 to June 30, 2000) (the "Loss Criterion").
Nothing in this Agreement shall restrict the Board in
establishing the 2000 Budget; provided that for purposes of
this Section 3(B)(2), the Loss for the first two fiscal
quarters in the 2000 Budget shall be the lesser of the
actual Loss for the first two fiscal quarters in 1999 or
ten percent (10%) in excess of the Loss for the first two
fiscal quarters in the 1999 Budget.
(3) Achieves during the period July 1, 1999 to June 30, 2000
a net gain of 750,000 subscribers based on Employer's
subscriber count as reported in Employer's monthly reports
to the Board to reflect Employer performance during the
Term and which shall be based on the requirements of a
subscriber to be counted by Xxxxxxx ratings (the
"Subscriber Criterion").
The Revenue Criterion, Loss Criterion and Subscriber Criterion for any
Renewal Term shall be based upon the amounts set forth in the applicable
Budgets or otherwise established by the Board for the fiscal periods
occurring during any Renewal Term. All financial calculations, including,
but not limited to, of Revenue or Loss shall be based upon the internal
records of Employer which shall be maintained and recorded consistent
with past practice and, where applicable, in accordance with generally
accepted accounting principals.
C. Alternate Benchmark Bonus: If Employer achieves only one of the
Benchmark Bonus Criteria and at least ninety percent (90%) of the
other two Benchmark Bonus Criteria, then Employee shall be
entitled to an alternative Benchmark Bonus (the "Alternative
Benchmark Bonus") of $26,667 ($33,334 for any Renewal Term). If
Employer achieves any two of the Benchmark Bonus Criteria and at
least ninety percent (90%) of the other Benchmark Bonus Criteria,
Employee shall be entitled to an Alternative Benchmark Bonus of
$53,334.00 ($66,668 for any Renewal Term).
D. Revenue Bonus: If Employer exceeds the Revenue Criterion and at
least ninety percent (90%) of the each of the Loss Criterion and
the Subscriber Criterion, Employee shall receive ten percent (10%)
of all Revenue for the twelve months occurring during the Term or
any Renewal Term in excess of the Revenue Criterion subject to
reduction by ten cents for every subscriber below the Subscriber
Criterion and ten percent of the amount, if any, by which
Employer's actual Loss for the twelve months occurring during the
Term or any Renewal Term exceeds the Loss Criterion.
E. Subscriber Bonus: If Employer exceeds the Subscriber Criterion and
at least ninety percent (90%) of each of the Revenue Criterion and
Loss Criterion, Employee shall receive ten cents for every
subscriber net gained for the twelve months occurring during the
Term or any Renewal Term in excess of the Subscriber Criterion in
the ordinary course of Employer's business and excluding any
subscribers obtained by Employer through any extraordinary
transaction including, but not limited to, an acquisition, merger,
strategic partnership or similar transaction unless Employee was a
materially determinative cause of, or acted as a finder with
respect to, such transaction. Any Subscriber Bonus otherwise
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earned by Employee shall be reduced by ten percent of the amount,
if any, by which the Revenue Criterion exceeds the Revenue for the
twelve months occurring during the Term or any Renewal Term and
ten percent of the amount, if any, by which the Loss for the
twelve months occurring during the Term or any Renewal Term
exceeds the Loss Criterion.
F. Payment of Bonus: Any Bonus earned during the Term or any Renewal
Term shall be paid to Employee by August 15 following the
conclusion of the Term or any Renewal Term during which the Bonus
was earned. Employee may elect to receive refundable bonus
advances with respect to a Benchmark Bonus or Alternative
Benchmark Bonus (a "Bonus Advance") for each fiscal quarter
occurring within the Term or any Renewal Term if at the end of
such quarter the Employer determines that either a Benchmark Bonus
or Alternative Benchmark Bonus has been earned on a cumulative
annualized basis determined by dividing the applicable cumulative
year-to-date results of operations by the number of months
included therein multiplied by twelve (the "Annualized Results").
Employer shall pay to Employee a Bonus Advance of $17,778 if the
Annualized Results project a Benchmark Bonus or $8,889 if the
Annualized Results project a $53,334 Alternative Benchmark Bonus.
Any Bonus Advance shall be paid on October 30, January 30 or April
30 during the Term or any Renewal Term during which such Bonus
Advance is earned. The balance of any Benchmark Bonus or
Alternative Benchmark Bonus together with any Subscriber Bonus or
Revenue Bonus will be paid to Employee on August 15 following the
conclusion of the Term or any Renewal Term during which such bonus
was earned. In the event Employee receives a Bonus Advance with
respect to any Benchmark Bonus or Alternative Benchmark Bonus
which ultimately is determined not to have been earned by
Employee, Employer may deduct the amount of any such excess Bonus
Advance from any future payment due to Employee under this
Agreement or otherwise.
G. Health Insurance: Employer agrees to provide Employee with health
care insurance providing coverage equivalent to the health care
insurance Employee now holds.
H. Automobile: Employer shall pay to Employee Six Hundred Dollars
($600) per month for the purpose of leasing an automobile.
Employer shall be responsible for payment of all insurance and
maintenance and fuel for the automobile and provide Employee with
a parking space at its offices at 000 Xxxxxxxxxxxxx Xxxxxx, X.X.,
Xxxxxxxxxx, X.X. at no expense to Employee.
I. Vacation: Employee shall be entitled to four (4) weeks of paid
vacation, plus normal company holidays and three (3) personal
days. Vacation time and personal days shall not accrue from year
to year, and unused vacation time and personal days shall be
forfeited as of the end of each Term. Employee shall receive no
compensation for unused or forfeited vacation or personal days.
Employee shall receive no compensation for any unused vacation or
personal days if Employee is terminated for cause or terminates
this Agreement without cause.
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J. Business Expenses: Employee shall be entitled to reimbursement by
Employer of customary and reasonable business expenses provided
that such expenses may not exceed the amount provided for such
expenses in the Budget or be inconsistent with Employer's expense
policies.
K. Life Insurance: Subject to Employee qualifying for coverage at
standard rates not to exceed $5,030.00 per year, Employer agrees
to purchase and maintain during the Term, a one-million dollar
($1,000,000.00) term life insurance policy insuring Employee's
life of which Employee's designee is the named beneficiary.
L. Disability Insurance: Subject to Employee qualifying for coverage
at standard rates, Employer agrees to purchase and maintain during
the Term, long-term disability insurance for the benefit of
Employee with rates not to exceed $630.00 per month. Employee
agrees to submit, from time to time, to any physical examinations
required to obtain or maintain such coverage or the life insurance
coverage described in Section 3K.
4. PROGRAM RATINGS: In order to demonstrate the value of Employer's
programming to cable operators and advertisers and to provide sound
evidence to investors that there is viewer demand for Employer's original
and acquired programming, Employee shall engage on behalf of Employer and
at Employer's expense, reputable researchers to rate Employer's original
and acquired prime time (7 p.m. to 11 p.m.) programming within six weeks
of the completion of new programs and/or pilots. Such researchers shall
provide indices recognized by cable operators and advertisers as a
reliable measure of Employer's audience appeal.
5. TERMINATION: Employee's employment hereunder may be terminated prior to
the expiration of any Term upon the occurrence of any of the following:
A. Termination for Cause: Employee's employment hereunder and all of
Employer's obligations hereunder (except as hereinafter provided)
may be terminated by Employer immediately for Cause (as
hereinafter defined) by giving written notice of such termination
to Employee. For purposes of this Agreement, "Cause" shall mean:
(i) Employee's willful misconduct, (ii) Employee's willful
disregard of lawful instructions of the Board or Executive
Committee which are consistent with Employee's position relating
to the business of Employer, (iii) Employee's material neglect of
duties or material failure to act, (iv) Employee's commission of
an act constituting fraud, embezzlement or a felony, (v)
Employee's abuse of alcohol or other drugs or controlled
substances, or conviction of a crime involving moral turpitude, or
(vi) Employee's material breach of this Agreement; provided,
however, that the failure of Employer to achieve any of the
Benchmark Bonus Criteria or earn any other bonus provided for in
this Agreement shall not constitute grounds for termination
provided Employee has devoted the requisite level of effort and
diligence in seeking to cause Employer to achieve such criteria.
Termination for Cause shall take effect immediately upon giving of
written notice to Employee unless Employer determines in its
reasonable discretion that the actions giving rise to the
termination are capable of cure, and Employee effects a cure
within 15 days of receipt of such notice. In the event of
termination for Cause, Employee will be entitled only to Base
Salary
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through the date of termination and not to any Benchmark Bonus,
Alternative Benchmark Bonus, Revenue Bonus or Subscriber Bonus
(except to the extent already earned, due and owing with respect
to a prior Renewal Term). Upon termination for Cause, Employee
will not be entitled to any other benefits described hereunder,
including, but not limited to, any Benchmark Bonus, Alternative
Benchmark Bonus, Revenue Bonus or Subscriber Bonus with respect to
the Term or any Renewal Term in which termination occurs.
B. Death and Disability: Except as otherwise provided in this Section
5B, this Agreement shall be terminated by, and upon, the death of
Employee and also may be terminated by Employer by giving written
notice of termination to Employee if Employee shall be rendered
incapable by any physical or mental illness or disability from
performing his essential functions under this Agreement for a
period in excess of sixty (60) consecutive or ninety (90)
non-consecutive days during the Term or any Renewal Term. Any
notice of termination by reason of disability hereunder must be
given while Employee is disabled. Upon death or disability,
Employee or his representative will be entitled to payment of any
earned portion of the Benchmark Bonus, Alternative Benchmark
Bonus, Revenue Bonus and/or Subscriber Bonus for the Term or any
Renewal Term in which termination occurs, calculated based upon
the internal records of Employer and prorated to the date of
termination and paid no later than 45 days after termination
pursuant to this Section 5B.
C. Termination by Employee for Good Reason: Employee shall have the
right to terminate this Agreement on 30 days written notice to
Employer if (i) the Board takes action that prevents Employee from
performing his duties as President and Chief Executive Officer and
such action continues for a period of 15 days or Employer
materially breaches this Agreement (unless such breach is cured
within the 15 day notice period, or if the breach is not capable
of cure within 15 days, unless Employer promptly commences and
diligently continues to effect a cure), or (ii) if, as a result of
a strategic alliance entered into by Employer, Employee ceases
effectively to have the authority to manage and conduct the
operations of Employer. Any termination pursuant to this Section
5C will entitle Employee to severance payments due pursuant to
Section 6 and for all other purposes of this Agreement shall be
deemed a termination of Employee's services by Employer without
Cause.
D. Resignation: If Employee voluntarily terminates this Agreement
(other than for good reason pursuant to Section 5C), he will be
entitled only to Base Salary through the date of termination and
any Benchmark Bonus, Alternative Benchmark Bonus, Revenue Bonus
and/or Subscriber Bonus earned with respect to a prior Renewal
Term but unpaid as of the date of termination. Employee shall have
no further right to any payment provided hereunder including but
not limited to Base Salary, Benchmark Bonus, Alternative Benchmark
Bonus, Revenue Bonus and/or Subscriber Bonus, benefits, and/or
severance pursuant to Section 6, from and after the date of
termination or with respect to the Term or any Renewal Term in
which such termination occurs.
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E. Payments Already Due: Any payments already due and payable at the
time of resignation or termination shall be paid at the later of
(i) resignation or termination, or (ii) when otherwise due
pursuant to this Agreement or as otherwise required by law.
6. SEVERANCE
Should Employer not renew this Agreement for a Renewal Term, Employer
shall pay Employee a total severance payment of One Hundred Thirty Five
Thousand Dollars ($135,000) payable in two payments of sixty seven
thousand five hundred dollar ($67,500) each. The first payment shall be
made upon termination of this Agreement and the second payment shall be
made on the sixtieth day following termination of this Agreement.
7. DIRECTOR/OFFICER LIABILITY
Employer shall indemnify Employee in connection with Employee's service
as an officer of Employer to the extent and in the manner provided in
Employer's Certificate of Incorporation and Bylaws as in effect from time
to time.
8. NO COMPETING EMPLOYMENT; SECRECY; INJUNCTIVE RELIEF
A. No Competing Employment: Upon termination of this Agreement due to
completion of the Term, Employee's voluntary resignation (other
than for good reason pursuant to Section 5C) or termination for
Cause and for six months thereafter (such period being referred to
hereinafter as the "Restricted Period"), Employee shall not,
without the prior written consent of the Board, directly or
indirectly, whether as owner, consultant, employee, partner,
venturer, agent, through stock ownership, investment of capital,
lending of money or property, rendering of services, or otherwise,
compete with Employer in the Business (as defined below), or
assist, become interested in, or be connected with, any
corporation, firm, partnership, joint venture, sole proprietorship
or other entity which so competes with the Business. For purposes
of this Agreement, "Business" shall mean any television
broadcasting, television cable or television network business that
specifically targets as its audience the 49+ age group.
B. Restriction on Passive Investments: Any other provision of this
Agreement to the contrary notwithstanding, Employee shall not make
a Passive Investment (as defined below) which results in Employee
beneficially owning, within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended, a greater than one
percent (1%) interest in any class of securities of any issuer
which has any class of securities listed on a national securities
exchange or quoted on any automated quotation system of the
National Association of Securities Dealers, Inc. (a "Public
Company") which engages in the Business, or maintain any equity
ownership in, or, act as a lender to, any other entity (which
shall include, without limitation, corporations, partnerships,
sole proprietorships, individuals and limited liability companies)
which engages in the Business without the prior written approval
of the Board. Nothing in this Section 8B shall be construed as
prohibiting Employee from making any Passive Investment in any
Public Company or other entity which does not engage in the
Business; provided, however, nothing contained in this Section 8B
shall be construed to permit Employee to undertake any investment
which would result in a violation of the provisions of
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Section 2B of this Agreement. For purposes of this Agreement, the
phrase "engage(s) in the Business" shall refer to the activities
of any Public Company or other entity and of any subsidiary,
affiliate or joint venturer thereof. For purposes of this
Agreement, a "Passive Investment" shall mean an investment in the
equity or debt securities of any business or entity which does not
require Employee to render any services in the operations or
affairs of such business or entity and which does not materially
adversely affect or interfere with the performance of Employee's
duties and obligations to Employer or any of its subsidiaries or
affiliates.
C. No Interference: During the Restricted Period Employee shall not,
whether for his own benefit or for the benefit of any other
individual, partnership, firm, corporation or other business
organization or entity (other than Employer), solicit, endeavor to
entice away from Employer or any of its affiliates or subsidiaries
or otherwise interfere with the relationship of Employer or any of
its affiliates or subsidiaries with any affiliate, customer,
supplier, cable operator, prospective strategic partner and/or
employee of Employer or any of its affiliates or subsidiaries or
any person employed by Employer or any of its affiliates or
subsidiaries.
D. Confidential Information: (1) Employee recognizes that his
services hereunder are special, unique and extraordinary and that,
by reason of his employment hereunder, he may acquire confidential
or proprietary information and trade secrets concerning the
operations of Employer. Such information includes, but is not
limited to, information in documentary, electronic, oral or any
other form concerning financial condition, programming, business
structure, plans, operations or strategies; original programming
ideas; business concepts; customer information; research plans or
results; litigation or administrative proceedings; information
regarding employees, agents, shareholders or affiliates; and lists
of cable operators and/or advertisers. Employee agrees that he
will not, except with the prior written consent of the Board, or
as may be required by law, directly or indirectly, disclose during
the Term, or any time thereafter any proprietary, secret or
confidential information that he has learned by reason of his
association with Employer or use any such information for any
purpose other than for the benefit of Employer.
(2) Employee acknowledges that he may become privy to confidential,
sensitive or valuable trade information about Employer's
directors, officers, agents, employees, affiliates and
shareholders and agrees that all such information shall be deemed
confidential. Employee agrees that he shall not at any time during
or following the Term or thereafter directly or indirectly divulge
or disclose for any purpose, such confidential information, omit
to do any act which shall damage Employer, its shareholders or
affiliates or make derogatory statements about Employer, or its
shareholders or affiliates. In the event that Employee is
terminated, resigns, plans to resign, or is considering resigning,
Employee shall not make statements about his departure or possible
departure from the Employer without the Board's prior written
approval.
E. Work Product: The Employee agrees that he shall have no
proprietary interest in the work product creative material,
processes, ideas and concepts developed by him during the course
of his employment with Employer and expressly assigns all rights
to copyrights, trademarks,
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contractual advantages and/or opportunities, patents, trade
secrets, or other proprietary interests or intellectual property
of any kind or nature to Employer except for those works described
on Exhibit A hereto. Employee agrees that, except with respect to
those works described on Exhibit A hereto, all programming ideas,
sales opportunities, and sales and marketing developments made and
created by Employee during his employment with Employer pursuant
to this Agreement or otherwise, are and shall be the sole and
complete property of Employer, that any and all such right, title
and interest including copyrights, trademarks and patents and
other proprietary interests therein or intellectual property of
any kind or nature shall belong to Employer, and that the other
provisions of this Agreement shall fully apply to all such
developments and works.
F. Injunctive Relief; Survival of Agreement: Employer shall be
entitled, in addition to any other rights or remedies it may have,
to seek an injunction enjoining or restraining Employee from any
violation or threatened violation of this Section 8 which shall
survive the termination of this Agreement.
9. TAX WITHHOLDING
Payments to Employee of all compensation contemplated under this
Agreement shall be subject to all applicable legal requirements with
respect to the withholding of taxes.
10. WAIVER
This Agreement may not be modified, amended or waived in any manner
except by an instrument in writing signed by the parties hereto. The
waiver by either party of compliance with any provision of this Agreement
by the other party shall not operate or be construed as a waiver of any
provision of this Agreement, or of any subsequent breach by such party of
a provision of this Agreement.
11. GOVERNING LAW
This Agreement shall at all times and in all respects be construed,
interpreted and governed by the laws of the District of Columbia.
12. SEVERABILITY
The provisions of this Agreement (including, but not limited to, the
provisions of Section 8 hereof) shall be deemed severable, and the
invalidity or unenforceability of any one or more of the provisions
hereof shall not affect the validity or enforceability of the other
provisions hereof. Employee agrees that the breach or alleged breach by
Employer of (i) any covenant contained in another agreement between
Employer and Employee or (ii) any obligation owed to Employee by
Employer, shall not affect the validity and enforceability of the
covenants and agreements of Employee set forth in Section 8.
13. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement or
the breach of this Agreement which cannot be resolved by Employee and
Employer within thirty (30) days after one party delivers to the other
party written notice of such controversy or claim shall be submitted to
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arbitration in accordance with the rules and procedures of the American
Arbitration Association then in effect in the District of Columbia. A
single arbitrator shall conduct such arbitration. The determination of
the arbitrator shall be conclusive and binding on Employer and Employee.
Judgment may be entered on the arbitrator's award in any court having
jurisdiction. The parties agree to keep the fact of the arbitration and
all details relating thereto confidential, except as otherwise required
by law or as necessary to enforce or defend against the enforcement of
any award of the arbitrator.
14. NOTICES
Any notice required to be given hereunder shall be sufficient if in
writing, and sent by courier service (with proof of service), facsimile
transmission, hand delivery or certified or registered mail (return
receipt requested and first-class postage prepaid), to his residence in
the case of Employee (with a copy to Xxxxxx Xxxxxx, Esq., PAVIA HARCOURT,
600 Madison Avenue, New York, New York 10022), and to its principal
office in the case of Employer.
15. ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding by and
between Employer and Employee with respect to the matters set forth
herein referred to, and no representations, promises, agreements or
understandings, written or oral, not contained herein or therein shall be
of any force or effect.
IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement as of the day and year first above written.
THE NOSTALGIA NETWORK, INC.,
A Delaware Corporation
By: /s/ XXXX XXXX JOO
---------------------------------
Xxxx Xxxx Joo
EMPLOYEE
/s/ XXXXXX XXXXXXXX
---------------------------------
Xxxxxx Xxxxxxxx
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