Exhibit 10.5
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into effect
as of the 2nd day of October, 2002, by and between Urban Television Network
Corporation ("Employer" or "Company"), a Nevada corporation and Xxxxx Xxxxxxx
("Employee").
WITNESSETH:
WHEREAS, The Employer is engaged in or plans to engage in the business
of operating a satellite television network with affiliates across the United
States of America;
WHEREAS, In order to achieve its corporate and business objectives,
Employer has a vital need for an experienced and qualified President, Chief
Executive Officer and Chief Financial Officer;
WHEREAS, Employee is an experienced and highly qualified President,
Chief Executive Officer and Chief Financial Officer with the ability to
coordinate and manage a corporation and its financial operations;
WHEREAS, Employer and Employee mutually desire to agree upon the terms
of Employee's employment with Employer;
NOW THEREFORE, Employer and Employee hereby agree as follows:
I. TERM
Subject to the provisions of Article V, VI, and VII hereof Employer
hereby agrees to employee and Employee hereby agrees to be employed by Employer
for a five (5) year period beginning on the date of this agreement.
II. DUTIES
The Employee is engaged initially to serve as President, Chief
Executive Officer and Chief Financial Officer and shall perform all duties
required by Employer including, but not limited to those duties and functions
normally performed by the President, Chief Executive Officer and Chief Financial
Officer subject always to the policies set by the Board of Directors of Urban
Television Network Corporation, a Nevada corporation, and such other duties to
include:
(a) Performing all acts, duties and responsibilities necessary to
the business of Employer and as may be required from time to
time and customarily performed by such an officer of a
corporation including, but not limited to, managing,
promoting, developing and operating the Company.
(b) Establish and implement a corporate structure and strategic
operating plan for the Company.
(c) Supervise accounting and financial reporting functions of the
Company.
(d) Establish and manage the Urban Television Network Corporation
offices in Fort Worth, Texas and other offices across the
country as the company grows.
Employee shall spend a minimum of forty (40) hours a week performing
duties assigned by employer. It is understood that from time to time a greater
number of hours may be required in order to perform the duties necessary to the
successful conduct of the business by Employer. Documented hours over 40 per
week shall be placed in a "flex system" which will allow Employee time off at
times mutually agreeable to Employer and Employee.
III. EXTENT OF SERVICE
The Employee agrees to perform the duties described in Article II
hereof to the best of his ability, and to Employer's reasonable satisfaction.
IV. COMPENSATION AND BENEFITS
A. SALARY---- As compensation for the services to be rendered by the
Employee to Employer as described in Article II hereof, during the term hereof,
Employer shall pay Employee an initial base salary of Two Hundred Thousand
Dollars ($200,000.00) per year ("Base Salary"). The Base Salary shall be paid to
Employee semi-monthly, commencing on the effective date hereof, in equal
installments. Employer will review Employee's performance on an annual basis for
consideration of a raise in salary. The Employee shall be eligible for bonuses
as determined by the Board of Directors and/or the compensation committee.
B. OTHER BENEFITS
(1) Employee shall be entitled to a vacation each year during
the term of this Agreement of not less than three (3) weeks per year,
at a time or times reasonably agreeable to both Employer and Employee,
during which time his salary shall be paid in full.
(2) Employer shall furnish, at Employer's expense, Employee
with medical and dental insurance for Employee and his family
(3) Employee shall be reimbursed by Employer for all
reasonable and substantiated business expenses hereunder.
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V. TERMINATION OF EMPLOYMENT IN THE EVENT OF DEATH
If Employee shall die during the term of his employment, Employer shall
pay to Employee's estate (or to such other recipient as Employee may designate
in writing to Employer) his compensation as determined in accordance with the
provisions of Paragraph IV hereof for a period of two years after Employee shall
have died.
VI. DISABILITY - WAGE CONTINUATION AND TERMINATION
If Employee becomes physically or mentally disabled, so as not to be
able to perform his full time regular duties as contemplated by this Agreement
he shall nevertheless continue to receive his compensation in accordance with
the provisions of Paragraph IV hereof for a three (3) year period, including any
accrued and unpaid benefits and/or bonuses and including any additional benefits
available in accordance with any disability plan which Employer may institute.
VII. TERMINATION OF EMPLOYMENT ON ACCOUNT OF OTHER REASONS
A. Termination Without Cause. In the event that the Employee's
employment with Employer is terminated by Employer without cause at any time
during the term of this Agreement, for any reason other than death or disability
or Paragraph B below, Employee shall be entitled to receive, and Employer shall
pay, triple the compensation determined in accordance with the provisions of
Paragraph IV hereof as well as the value of any accrued and unpaid vacation
days, benefits, bonuses as well as expense reimbursements, for the remainder of
the Term hereof commencing upon notice of termination without cause, but in no
event shall Employee be paid such compensation for less than one (1) year.
B. Termination With Cause. In the event that Employee's employment
under this Agreement is terminated, at any time by Employer, during the term of
this Agreement for cause, Employee shall be entitled to receive a ninety day
written notice from Employer. During said ninety (90) day period, Employee shall
be entitled to receive full compensation and benefits as well as reimbursement
of any expenses due. Employee shall not be entitled to earn any further
incentive bonus or benefits. "Termination with cause" shall mean the willful
breach or habitual neglect of duties of Employee described in Article II hereof.
C. Employee shall have the right to terminate his employment hereunder
at anytime for nonpayment of salary or for dissatisfaction. In the event of such
termination, Employee shall be paid his Base Salary in effect at that time and
any accrued and unpaid vacation days, benefits and bonuses as well as any
expense reimbursements due.
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VIII. RESTRICTIVE COVENANTS
It is understood and agreed that during the period in which Employee is
employed under this Agreement Employee shall not engage or enter into any
business activity which competes with any business activity as that carried on
by Employer or any subsidiary of Employer at any time, either directly or
indirectly, as an owner, partner, employee or as a stockholder, officer, or
director of any corporation or organization so engaged. If Employee is
terminated or is no longer employed by Employer for any reason, there shall be
no restrictions on Employee's business activities or employment.
IX. MODIFICATION OF AGREEMENT
This Agreement may be modified by the parties hereto only by written
supplemental agreement executed by both parties.
X. NOTICE
Any notice required or permitted to be given hereunder shall be
sufficient if in writing and if sent by registered or certified mail, postage
prepaid, addressed as follows:
If To Employer:
Urban Television Network Corporation
00000 Xxxxxxx 000 Xxxxx
Xxxx Xxxxx, Xxxxx 00000
If To Employee:
Xxxxx Xxxxxxx
000 XX 000
Xxxxxxxxxxxx, Xxxxx 00000
XI. WAIVER OF BREACH
The Waiver by Employer of any breach of any provision of this Agreement
by Employee shall not operate or be construed as a waiver of any subsequent
breach by Employee.
XII. TITLES
The titles of the Articles in this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement.
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XIII. GOVERNING LAW
This Agreement has been executed and delivered in the State of Texas
and its interpretation, validity and performance shall be construed and enforced
in accordance with the laws of such State. If any provision of this Agreement is
unenforceable, invalid, or violates applicable law, such provision shall be
deemed stricken and shall not affect the enforceablility of any other provision
of this Agreement.
XIV. ENTIRE AGREEMENT
This instrument contains the entire agreement of the parties thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this the 2nd day of October, 2002.
EMPLOYER: EMPLOYEE:
Urban Television Network Corporation
A Nevada Corporation
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, President/CEO/Director Xxxxx Xxxxxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx, Director
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Director
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