EXHIBIT 10.4
EMPLOYMENT AGREEMENT
Employer: Zenascent, Inc. (the "Company")
Employee: Xxxxxx X. Xxxxxxxx
Titles: Director of Corporate Development; General Counsel; Member of Board of
Directors
Compensation: $200,000 base salary; discretionary bonus provided it is within a
reasonable range of bonuses paid to other senior management
Term: 3 years, effective as of April 1, 2002
Warrants: Warrants (with a term of 7 years) to purchase 2,000,000 shares of
common stock of the Company; all warrants granted at beginning of employment
(April 1, 2002) and registered as part of first registration statement to be
filed by Company; 1,000,000 warrants at $0.50 strike price vested on a pro rata
basis on the first day of each month during the first year of employment (i.e.
83,333 shares each month), provided that if the Employee is terminated without
"cause" during the first year of employment, all 1,000,000 shares shall be
deemed fully vested prior to such termination; 500,000 warrants at $0.55 strike
price to be fully vested at beginning of second year of employment; 500,000
warrants at $0.60 strike price to be fully vested at beginning of third year of
employment; cashless exercise provisions, piggyback registration rights and
customary anti-dilution provisions; option by Employee to readjust strike price
of warrants in April 2003, such adjustment of the strike price to reflect on a
relative basis the same discount to the market price at the time of adjustment
as the initial strike price is to the average closing price for the 30 day
period prior to the date of grant
Fringe benefits: To include health insurance for Employee and family; company
vehicle; 4 weeks paid vacation
This agreement shall constitute a binding agreement of the Company. This
agreement shall be governed by the laws of the State of New York.
Accepted by and Agreed to:
ZENASCENT, INC.
By: _______________________
Name: Xxx XxXxxxxxx
Title: Executive Vice President
------------------------
XXXXXX XXXXXXXX
Dated: August 19, 2002
