EXHIBIT 10.1
EMPLOYMENT AGREEMENT
Employment Agreement ("Agreement") made and entered into as of March
12, 1998 by and between Wall Street Records, Inc. formed under the laws of New
Jersey (the "Company") having an office at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx and Xxxxxx X. Xxxxxxx, Xx., residing at 0 Xxxxxxxxx Xxxx, Xxxxx
Xxxxxx, Xxx Xxxxxx 00000 (the "Executive").
INTRODUCTION
The Company desires to employ Executive. The parties desire to enter
into an employment agreement and to set forth herein the terms and conditions of
the Executive's employment by the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and the mutual benefits to be derived herefrom, the Company and
the Executive agree as follows:
1. Employment.
a. Duties. The Company shall employ the Executive, on the
terms set forth in this Agreement, to procure and promote musical products of
the Company and in connection therewith Executive shall oversee, develop,
produce and manage music products for the Company and participate and oversee
all entertainment projects of the Company. The Executive accepts such employment
with the Company. For no additional consideration Executive agrees to act as an
executive of the Company and Wall Street Records, Inc., a Delaware corporation,
the parent of the Company and provide services to other affiliates of the
Company at such times and places as requested by the Company including Wall
Street Records, LLC (the "LLC"). Unless otherwise indicated by the context the
term "Company" shall include affiliates of the Company for which Executive is
providing services
b. Place of Performance. In connection with his employment by
the Company, the Executive shall be based at the Company's principal place of
business in the Philadelphia Pennsylvania area, except when required for travel
on Company business from time to time.
c. Exclusivity. Executive shall perform its duties (as defined
herein) on a full time exclusive basis.
2. Term. The Executive's employment under this Agreement shall commence
as of the date hereof (the "Commencement Date") and shall, unless sooner
terminated in accordance with the provisions hereof, continue uninterrupted
until March 29, 2001 ("Term"). As used herein "Year" shall refer to a twelve
consecutive month period during the term ending March 29th. Unless notice of
nonrenewal is given by either party at least thirty (30) days prior to the end
of the Term or prior to the end of any Year of the term the Term of this
Agreement shall be automatically extended for an additional period of one year.
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3. Compensation.
a. Base Salary. During the first Year the Term, the Executive
shall be entitled to receive an annual compensation of two hundred thousand
Dollars ($200,000) payable in equal installments at such times as the Company
customarily pays its other executive officers (but in no event less often than
monthly). Each year after the first year Base Salary shall be increased by the
Board of Directors based on performance of the Company in the prior year. The
Base Compensation shall not be less than $200,000 in any Year.
b. Benefits. During the Term, the Executive shall be entitled
to all employee benefits generally offered by the Company to its executive
officers and key management employees including but not limited to life
insurance, disability insurance, health insurance, pension plans and any
"salaries" plans (e.g. 401K). In addition Executive will receive a monthly
automobile allowance to be determined by mutual agreement.
c. Discretionary Bonus. Each year the Board of Directors of
the Company shall review the Company's performance in the prior year and may in
its decretion award executive a bonus.
4. Reimbursement of Expenses. The Executive shall be reimbursed for all
items of travel, entertainment and miscellaneous expenses that the Executive
reasonably incurs in connection with the performance of his duties hereunder,
provided the Executive submits to the Company such statements and other evidence
supporting said expenses as the Company may reasonably require.
5. Vacation. The Executive shall be entitled to not less than four (4)
weeks of paid vacation in any calendar year.
6. Termination of Employment.
a. Death or Total Disability. In the event of the death of the
Executive during the Term, this Agreement shall terminate as of the date of the
Executive's death. In the event that Executive is incapacitated or prevented
from fully performing thereunder by reason of mental, physical or other
disability of the Executive for three (3) consecutive months during any
consecutive nine (9) month period during the Term or nine (9) months in the
aggregate, the Company shall have the right to terminate this Agreement by
giving the Executive forty-five (45) days prior written notice thereof, and upon
the expiration of such forty-five (45) day period, the Executive's employment
under this Agreement shall terminate. If the Executive shall resume his duties
within thirty (30) days after receipt of such a notice of termination and
continue to perform such duties for four (4) consecutive weeks thereafter, this
Agreement shall continue in full force and effect, without any reduction in Base
Salary and other benefits, and the notice of termination shall be considered
null and void and of no effect. Upon termination of this Agreement under this
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Paragraph 6(a), the Company shall have no further obligations or liabilities
under this Agreement, except to pay to the Executive's estate or the Executive,
as the case may be, (i) accrued and unpaid salary, expenses reimbursable in
accordance with Paragraph 4 above, (ii) any amounts due under any Company
benefit, welfare or pension plan and; (iii) any accrued bonuses.
b. Discharge for Cause. The Company may discharge the
Executive for "Cause" upon notice and thereby immediately terminate his
employment under this Agreement. For purposes of this Agreement, the Company
shall have "Cause" to terminate the Executive's employment if the Executive, in
the reasonable good faith judgment of the Company, (i) materially breaches any
of his agreements, duties or material obligations under this Agreement and has
not cured such breach or commenced in good faith to correct such breach within
thirty (30) days after notice; (ii) embezzles or converts to his own use any
funds of the Company or any client or customer of the Company; (iii) converts to
his own use or unreasonably destroys, intentionally, any property of the
Company, without the Company's consent or ; (iv) is adjudicated (non-appealable)
an incompetent
c. Termination by Executive. Executive may terminate this
Agreement for the failure by the Company to comply with the material provisions
of this Agreement which failure is not cured within thirty (30) days after
notice ("Good Reason").
d. Termination Dispute. All disputes respecting termination
pursuant to this paragraph 6 shall be resolved by arbitration in accordance with
paragraph 7.
e. No Mitigation. The Executive shall not be required to
mitigate the amount of any payment or benefit provided for in this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment
provided for in this Agreement be reduced by any compensation earned by the
Executive as the result of his employment by another employer.
7. Arbitration
(a) Any and all other disputes, controversies and claims
arising out of or relating to this Agreement, or with respect to the
interpretation of this Agreement, or the rights or obligations of the parties
and their successors and permitted assigns, whether by operation of law or
otherwise, shall be settled and determined by arbitration in Philadelphia,
Pennsylvania pursuant to the then existing rules of the American Arbitration
Association ("AAA") for commercial arbitration.
(b) Any proceeding referred to in paragraph 7(a) or (b) shall
also determine Executive's entitlement to legal fees as well as all other
disputes between the parties relating to Executive's employment.
(c) The parties covenant and agree that the decision of the
AAA shall be final and binding and hereby waive their right to appeal therefrom.
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8. Indemnity. The Company shall indemnify and hold Executive harmless
from all liability to the full extent permitted by the laws of its state of
incorporation.
9. Miscellaneous.
a. Notices. Any notice, demand or communication required or
permitted under this Agreement shall be in writing and shall either be
hand-delivered to the other party or mailed to the addresses set forth below by
registered or certified mail, return receipt requested or sent by overnight
express mail or courier or facsimile to such address, if a party has a facsimile
machine. Notice shall be deemed to have been given and received when so
hand-delivered or after three (3) business days when so deposited in the U.S.
Mail, or when transmitted and received by facsimile or sent by express mail
properly addressed to the other party. The addresses are:
To the Company:
Wall Street Records, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Copy to:
Xxxxxx Xxxxxx Xxxxxx & Xxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. XxXxxxxxxx, Esq.
To the Executive:
Xx. Xxxxxx X. Xxxxxxx, Xx.
0 Xxxxxxxxx Xxxx
Xxxxx Xxxxxx, Xxx Xxxxxx 00000
Copy to:
Xxxxx & Xxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxx, Esq.
The foregoing addresses may be changed at any time by notice given in the manner
herein provided.
b. Integration; Modification. This Agreement constitutes the
entire understanding and agreement between the Company and the Executive
regarding its subject matter
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and supersedes all prior negotiations and agreements, whether oral or written,
between them with respect to its subject matter. This Agreement may not be
modified except by a written agreement signed by the Executive and a duly
authorized officer of the Company.
c. Enforceability. If any provision of this Agreement shall be
invalid or unenforceable, in whole or in part, such provision shall be deemed to
be modified or restricted to the extent and in the manner necessary to render
the same valid and enforceable, or shall be deemed excised from this Agreement,
as the case may require, and this Agreement shall be construed and enforced to
the maximum extent permitted by law as if such provision had been originally
incorporated herein as so modified or restricted, or as if such provision had
not been originally incorporated herein, as the case may be.
d. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties, including and their respective heirs,
executors, successors and assigns, except that this Agreement may not be
assigned by the Executive.
e. Waiver of Breach. No waiver by either party of any
condition or of the breach by the other of any term or covenant contained in
this Agreement, whether by conduct or otherwise, in any one (1) or more
instances shall be deemed or construed as a further or continuing waiver of any
such condition or breach or a waiver of any other condition, or the breach of
any other term or covenant set forth in this Agreement. Moreover, the failure of
either party to exercise any right hereunder shall not bar the later exercise
thereof with respect to other future breaches.
f. Governing Law. This Agreement shall be governed by the
internal laws of the State of New York.
g. Headings. The headings of the various sections and
paragraphs have been included herein for convenience only and shall not be
considered in interpreting this Agreement.
h. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
i. Due Authorization. The Company represents that all
corporate action required to authorize the execution, delivery and performance
of this Agreement has been duly taken.
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IN WITNESS WHEREOF, this Agreement has been executed by the Executive
and, on behalf of the Company, by its duly authorized officer on the day and
year first above written.
WALL STREET RECORDS INC.
By:
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Xxxxxx X. Xxxxxxx, Xx.
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