EXHIBIT 10.17
EMPLOYMENT AGREEMENT
This contract of Employment is made and entered into by and between Xxxxxx
Xxxxxx, Inc., a Tennessee corporation, hereinafter referred to as "Employer",
and Xxx Xxxxxxx, hereinafter referred to as "Employee".
Employer desires to employ Employee in the capacity of Executive Vice President
of Xxxxxx Xxxxxx Publishing Division, with all principal powers, duties and
responsibilities attendant thereto, and such other duties as shall be requested
of Employee by Employer, and Employee desires to be so employed by Employer.
In consideration therefore, the parties mutually agree as follows:
A. TERM OF AGREEMENT
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The term of this contract shall be for a period of one (1) year commencing
on November 9, 2000 and thereafter shall automatically renew for additional
sixty (60) day periods unless 1) cancelled upon sixty (60) days written
notice by either party or 2) superseded by a new employment agreement.
B. EMPLOYEE COMPENSATION
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Employee's remuneration shall be as set forth in Schedule A attached to
this Agreement and incorporated herein.
C. EMPLOYEE CONDUCT
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As Executive Vice President of Xxxxxx Xxxxxx Publishing Division, Employee
recognizes and understands his fiduciary relationship with and
responsibilities to Employer. Employee therefore promises to act always in
good faith and in the best interests of Employer in the discharge of his
duties and obligations. Further, Employee agrees to devote his full time
and efforts to his employment with Employer. Should Employee during the
term of this Agreement fail to so devote his full working time and efforts
to the benefit of Employer for any reason other than illness or disability,
or should he engage in any activity or business enterprise competing or
conflicting with the business or activities of Employer, its subsidiaries,
partners, or agents, or should he engage in any illegal or criminal conduct
or acts of insubordination or moral turpitude (such as fornication,
adultery, theft, embezzlement and/or fraud), or should he violate any of
the terms and provisions of Subparagraph D(1) hereunder, then Employer, at
its sole discretion, may terminate the employment of Employee immediately.
All Employee's rights hereunder shall end upon such termination by Employer
and Employee's only rights in such event shall be to receive all salary
accrued through the date of termination.
D. CONFIDENTIAL CLAUSES AND NON-COMPETITION AGREEMENT
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Employee further agrees as follows:
(1) During Employment by Employer:
Confidential Information
Employee recognizes and acknowledges that there are certain trade
secrets related to Employer's Bible, book, gift, and related
businesses including, but not limited to, the names, royalties,
account information and/or business relationships pertaining to
Employer's artists, authors, writers, customers, and manufacturers,
as well as certain information related to manufacturing schedules
and procedures, new products, future plans, marketing practices,
sales volumes of various products, and other items of Employer's
businesses not specifically mentioned herein.
Employee recognizes and understands that he holds a position of
fiduciary privilege, and except as authorized in writing by Employer,
he agrees during the term of this Agreement and thereafter to refrain
from disclosing to any person, firm, corporation, partnership,
association or other business entity, or to use for his own benefit,
any trade secrets, unique business information, plans, products,
manufacturing data, customer lists, author or artist lists, or any
other confidential information relating to any and all ongoing
business activities of Employer, or its parent company, or its
subsidiaries the disclosure of which he knows, or in the exercise of
reasonable care should have reason to know, may, can, or will be
damaging or harmful to Employer's business activities or those of its
parent company, affiliates, or subsidiaries, or which disclosure shall
serve to direct or divert corporate opportunities, product sales,
and/or profits away from Employer, its parent company, its affiliates,
its subsidiaries, partners, or agents, to the person, firm,
corporation, partnership, association, or the given entity to whom or
to which such disclosure is made.
Employer has all right to possession of, and all title in and to, all
ideas, methods, plans, developments or improvements ("Proprietary
Material") known by Employee which relate directly or indirectly to
the business of Employer, whether acquired by Employee before or
during his employment by Employer. Nothing in this Section D shall be
construed as requiring any communication or transfer to Employer
where the Proprietary material is lawfully protected from disclosure
as a trade secret of a third party or by any other lawful prohibition
against such communication or transfer.
Employee hereby assigns to Employer all his right, title and interest
in and to all Proprietary Material, and any patents thereon or
copyrights therein. Employee will, on request of Employer, at any
time during or following his employment, execute specific assignments
(prepared by Employer) reflecting the assignment to the Employer or
its nominee of the Properietary mateiral, as well as execute all
patent and copyright applications and papers relating therto, and
take all other lawful acts, which Employer deems necessary or
advisable in connection therewith, including the giving of testimony.
Employee will, on request of Employer, at any time during or following
his employment, return to Employer any and all Employer property that
he or any of his affiliates, relatives or persons under his control
then has, or at any time has had, in his control. Employee agrees
that in the event he or any of his affiliates, relatives or persons
under his control from time to time comes into possession of any
Employer property at any time following his employement, he will or
will cause such person, as the case may be, to immediately deliver to
Employer any and all originals and copies of the same.
(2) Subsequent to Termination of Employment:
Non-Competition
(i) Employee agrees that he will not attempt to publish, produce, or sell
any trade obok of religious or inspirational nature or Bible product
or book project related to the Christian book industry, or any
project of any author or artist under contract with, or published by
Employer during the preceding three (3) years prior to termination,
that in his knowledge was under consideraiton, in negotiation, or in
the process of publication, or distribution by Employer at the time
of the Employee's departure.
Employee agrees that for a period extending two (2) years from the date of
Employee's termination with Employer for any reason:
(ii) Whether for Employee's own account or for the account of any other
person or company, he will not negotiate or enter into any contract
with any artist, author, writer, editor, designer, packager or other
person who, at the time of termination, is under contract to
Employer, or its parent, affiliates or subsidiaries, or with whom
Employer or its parent, affiliates or subsidiaries is negotiating
at such time, or with whom Employer its parent, affiliates or
subsidiaries enters into any contract or agreement during the
non-compete period hereunder. Employee further agrees not to
negotiate or enter into contract with any of the above persons for
a period of two (2) years following the expiration of any such
person's contract with Employer or its parent, affiliates or
subsidiaries.
(iii) Whether for Employee's own account or for the account of any other
person or company, he will not solicit or hire, nor encourage
others to solicit or hire, whether as an employee, consultant,
independent contractor or otherwise, any employees or consultants
of Employer or its parent, affiliates or subsidiaries who are
employed at the time of execution hereof, or such employees as may
become employed by Employer or any of its subsidiaries during the
non-compete period hereunder or in any manner induce or attempt to
induce any employee or consultant of Employer to terminate his
employment or engagement with Employer.
(iv) Whether for Employee's own account or for the account of any other
person or company, he will not engage in publishing, producing or
distributing Bibles, religious or inspirational books, or
audio/video product, or religious or secular gift or stationery
products, nor divert to other companies any artists, authors,
writers, editors, designers, packagers, or any other person under
contract with Employer or its parent, affiliates or subsidiaries or
with whom Employer is negotiating at the time of termination, in
any geographical region in which Employer or its parent, affiliates
or subsidiaries conduct such business or sell such products both as
of the time of execution hereof and throughout the non-compete
period hereunder.
(v) He agrees never to make, utter, write, nor otherwise publish
derogatory or defamatory statements which can, may, or do cause
harm, whether intended or not, to the relationship between Employer
or its parent, affiliates, or subsidiaries and any of their
customers, personnel, producers, artists, authors, or writers.
E. REMEDIES
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Employee acknowledges that he will receive privileged information from
Employer during his employment and that he will have substantial access
to Employer's trade secrets, business information and personnel data.
In consideration of his employment and the privilege of access to
Employer's trade secrets, information, business methods and procedures,
and personnel data, Employee acknowledges that the restrictions contained
within paragraph D are reasonable and necessary in order to preserve
Employer's legitimate interests and that any violation thereof would
result in irreparable injury to Employer for which monetary damages would
be an inadequate remedy. Therefore, Employee acknowledges and agrees
that in the event of any violations thereof, Employer may seek from any
court of competent jurisdiction preliminary and permanent injunctive relief
as well as an equitable accounting of all Employee's profits or benefits
arising out of such violation, which rights shall be cumulative and in
addition to any other action or remedies to which Employer may be entitled.
In the event that any Non-Competition provision of this Agreement shall be
held by a court of competent jurisdiction to be, in any respect, an
unreasonable restriction of Employee, then the court so holding may reduce
the territory to which it pertains and/or the period of time to which it
operates or effect any other change to the extent necessary to render the
Non-Competition provisions and the Non-Disclosure of Information provisions
of this Contract enforceable by the said court.
F. WAIVERABILITY OF PROVISIONS
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In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected nor impaired thereby and such
provisions shall be enforced to the fullest extent possible in accordance
with the mutual intent of the parties hereto.
G. NON-WAIVER AGREEMENT
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No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and
is signed by the Employee and an officer of Employer. No waiver by either
party hereto of the other party's compliance with, or breach of, any
condition or provision herein to be performed by said party shall
constitute a simultaneous waiver of any other terms, provisions or
conditions herein nor shall such waiver by either party constitute a
continuing waiver of said pertinent term, provision, or condition
subsequent thereto unless such continuation of waiver is agreed to in
writing by the parties pursuant to the terms of this paragraph.
H. WARRANTIES AND REPRESENTATION
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This Agreement, including attachments, contains the entire agreement
between the parties hereto and no agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement.
I. APPLICABLE LAW
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The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Tennessee and the
parties hereto submit to the exclusive jurisdiction of the courts of
Davidson County, Tennessee which shall be the venue for resolution of any
dispute arising herefrom. The cost of any such litigation to enforce all
or part of this Agreement, including without limitation, court costs and
attorneys' fees, shall be paid by the party found to be in default
hereunder or who is otherwise found to be acting or to have acted contrary
to the terms hereof.
Agreement is made and entered into this 11th day of November, 2000.
ACCEPTED BY: XXXXXX XXXXXX, INC.
/s/ Xxx Xxxxxxx By: /s/ Xxx Xxxxx
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Xxx Xxxxxxx Name: Xxx Xxxxx
Title: CEO
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