Exhibit 10.7
Employment Agreements dated as of September 1, 1997 between the Corporation
and various Key Employees.
Employment Agreement
This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Xxx X. Xxxxxxxx ("Employee").
RECITAL
WHEREAS, Employer desires to secure the services of Employee as National
Sales Manager, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);
WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;
NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:
1. Employment
Employer agrees to employ employee to serve in the capacity of National
Sales Manager of Employer and Employee agrees to accept such employment. Such
employment commenced on September 1, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.
2. Exclusivity
Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any
act in conflict with this Agreement.
3. Compensation
Employee shall be paid based on a semi-monthly compensation rate of
$2,254.27. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled. If shares are given as satisfaction of past due obligation,
then the value of such shares will be the amount equal to the net value of such
shares on a public sale.
4. Vacation
In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook, as well as other business expenses his position
necessitates.
1
5. Termination
This Agreement shall terminate on the earlier of:
(a) Employer's sole discretion;
(b) The death or retirement of Employee;
(c) Upon xxxxx day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;
(d) Upon thirty day written notice to Employee, upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;
(e) Upon thirty day written notice from Employee to Employer for any reason.
6. Assignment
This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.
7. Confidentiality
Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.
8. Non-Competition.
In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, solicit or divert customers of
Employer. However, this Section shall not apply to the situation where a
customer comes to Employee by his or her own will and without Employee's direct
or indirect solicitation or encouragement.
9. Entire Agreement
This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.
2
10. Notices
Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by first class postage prepaid mail to
the home address of Employee and Chairman or the Board of Directors of Employer.
11 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
12. Arbitration
In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the xxxx in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.
13. Severability
If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.
3
14. Attorney's Fees
Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 8th of September, 1997.
EMPLOYER: EMPLOYEE:
Diamond Entertainment Corporation Xxx Xxxxxxxx
By: /s/ Xxxxx Xx /s/ Xxx Xxxxxxxx
---------------------------------- ----------------------------------
Title: President
-------------------------------
4
Employment Agreement
This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Xxxxxx Xxxx Derh Sung ("Employee").
RECITAL
WHEREAS, Employer desires to secure the services of Employee as
Controller, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);
WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;
NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:
1. Employment
Employer agrees to employ employee to serve in the capacity of Controller
of Employer and Employee agrees to accept such employment. Such employment
commenced on September 01, 1997, and shall continue from such date unless
terminated in accordance with paragraph 5 herein. This agreement may be extended
on yearly basis so long as such extension is agreed to in writing by both
parties.
2. Exclusivity
Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any
act in conflict with this Agreement.
3. Compensation
Employee shall be paid based on a semi-monthly compensation rate of
$1,680.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.
4. Vacation
In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.
5. Termination
This Agreement shall terminate on the earlier of:
(a) Employer's sole discretion;
(b) The death or retirement of Employee;
(c) Upon xxxxx day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;
(d) Upon thirty day written notice to Employee, upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;
(e) Upon thirty day written notice from Employee to Employer for any reason.
6. Assignment
This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.
7. Confidentiality
Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.
8. Non-Competition.
In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, solicit or divert customers of
Employer. However, this Section shall not apply to the situation where a
customer comes to Employee by his or her own will and without Employee's direct
or indirect solicitation or encouragement.
9. Entire Agreement
This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.
10. Notices
Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by first class postage prepaid mail to
the home address of Employee and Chairman or the Board of Directors of Employer.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
12. Arbitration
In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted and excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the xxxx in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.
13. Severability
If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.
14. Attorney's Fees
Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 5th of September, 1997.
EMPLOYER: EMPLOYEE:
Diamond Entertainment Corporation Xxxxxx Xxxx Derh Sung
By: /s/ Xxxxx Xx /s/ Xxxxxx Xxxx Derh Sung
---------------------------------- ----------------------------------
Title: President
-------------------------------
Employment Agreement
This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Katie Ping Sum Yu ("Employee").
RECITAL
WHEREAS, Employer desires to secure the services of Employee as Accounting
Director, to make use of Employee's knowledge in the entertainment industry,
business and political connection both domestic and international, and to be
benefited from the potential business to be collectively derived from the use of
Employee's service(s);
WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;
NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:
1. Employment
Employer agrees to employ employee to serve in the capacity of Accounting
Director of Employer and Employee agrees to accept such employment. Such
employment commenced on september 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.
2. Exclusivity
Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any
act in conflict with this Agreement.
3. Compensation
Employee shall be paid based on a semi-monthly compensation rate of
$1,320.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.
4. Vacation
In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.
5. Termination
This Agreement shall terminate on the earlier of:
(a) Employer's sole discretion;
(b) The death or retirement of Employee;
(c) Upon xxxxx day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;
(d) Upon thirty day written notice to Employee, upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;
(e) Upon thirty day written notice from Employee to Employer for any reason.
6. Assignment
This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.
7. Confidentiality
Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.
8. Non-Competition.
In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, solicit or divert customers of
Employer. However, this Section shall not apply to the situation where a
customer comes to Employee by his or her own will and without Employee's direct
or indirect solicitation or encouragement.
9. Entire Agreement
This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of and preceding or succeeding
breach.
10. Notices
Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by first class postage prepaid mail to
the home address of Employee and Chairman or the Board of Directors of Employer.
11 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
12. Arbitration
In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the xxxx in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.
13. Severability
If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.
14. Attorney's Fees
Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 4th of September, 1997.
EMPLOYER: EMPLOYEE:
Diamond Entertainment Corporation Katie Ping Sum Yu
By: /s/ Xxxxx Xx /s/ Katie Ping Sum Yu
---------------------------------- ---------------------------------
Title: President
-------------------------------
Employment Agreement
This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Xxxxx Xxx-Xxxx Lu ("Employee").
RECITAL
WHEREAS, Employer desires to secure the services of Employee as
Warehouse Manager, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);
WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;
NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:
1. Employment
Employer agrees to employ employee to serve in the capacity of Warehouse
Manager of Employer and Employee agrees to accept such employment. Such
employment commenced on September 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.
2. Exclusivity
Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any
act in conflict with this Agreement.
3. Compensation
Employee shall be paid based on a semi-monthly compensation rate of
$1,320.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.
4. Vacation
In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.
5. Termination
This Agreement shall terminate on the earlier of:
(a) Employer's sole discretion;
(b) The death or retirement of Employee;
(c) Upon xxxxx day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;
(d) Upon thirty day written notice to Employee, upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;
(e) Upon thirty day written notice from Employee to Employer for any reason.
6. Assignment
This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.
7. Confidentiality
Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.
8. Non-Competition.
In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, solicit or divert customers of
Employer. However, this Section shall not apply to the situation where a
customer comes to Employee by his or her own will and without Employee's direct
or indirect solicitation or encouragement.
9. Entire Agreement
This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.
10. Notices
Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by first class postage prepaid mail to
the home address of Employee and Chairman or the Board of Directors of Employer.
11 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
12. Arbitration
In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within then (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the xxxx in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.
13. Severability
If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.
14. Attorney's Fees
Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 4th of September, 1997.
EMPLOYER: EMPLOYEE:
Diamond Entertainment Corporation Xxxxx Xxx-Xxxx Lu
By: /s/ Xxxxx Xx /s/ Xxxxx Xxx-Xxxx Lu
---------------------------------- ----------------------------------
Title: President
-------------------------------
Employment Agreement
This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Xxxxxxxx X. Xxxxxx ("Employee").
RECITAL
WHEREAS, Employer desires to secure the services of Employee as Assistant
to President, to make use of Employee's knowledge in the entertainment industry,
business and political connection both domestic and international, and to be
benefited from the potential business to be collectively derived from the use of
Employee's service(s);
WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;
NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:
1. Employment
Employer agrees to employ employee to serve in the capacity of Assistant to
President of Employer and Employee agrees to accept such employment. Such
employment commenced on September 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.
2. Exclusivity
Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any
act in conflict with this Agreement.
3. Compensation
Employee shall be paid based on a semi-monthly compensation rate of
$1,400.00. Employer at its sole discretion and purely on a subjective basis may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.
4. Vacation
In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.
5. Termination
This Agreement shall terminate on the earlier of:
(a) Employer's sole discretion;
(b) The death or retirement of Employee;
(c) Upon xxxxx day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;
(d) Upon thirty day written notice to Employee, upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;
(e) Upon thirty day written notice from Employee to Employer for any reason.
6. Assignment
This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.
7. Confidentiality
Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.
8. Non-Competition.
In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, solicit or divert customers of
Employer. However, this Section shall not apply to the situation where a
customer comes to Employee by his or her own will and without Employee's direct
or indirect solicitation or encouragement.
9. Entire Agreement
This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.
10. Notices
Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by, first class postage prepaid mail to
the home address of Employee and Chairman of the Board of Directors of Employer.
11 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
12. Arbitration
In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed be the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within then (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted and excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the xxxx in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.
13. Severability
If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.
14. Attorney's Fees
Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 4th of September, 1997
EMPLOYER: EMPLOYEE:
Diamond Entertainment Corporation Xxxxxxxx X. Xxxxxx
By: /s/ Xxxxx Xx /s/ Xxxxxxxx X. Xxxxxx
---------------------------------- ----------------------------------
Xxxxx Xx Xxxxxxxx X. Xxxxxx
Title: President
Employment Agreement
This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Xxxx Xxxxxx ("Employee").
RECITAL
WHEREAS, Employer desires to secure the services of Employee as Accounts
Receivable Manager, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);
WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;
NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:
1. Employment
Employer agrees to employ employee to serve in the capacity of Accounts
Receivable Manager of Employer and Employee agrees to accept such employment.
Such employment commenced on September 01, 1997, and shall continue from such
date unless terminated in accordance with paragraph 5 herein. This agreement may
be extended on yearly basis so long as such extension is agreed to in writing by
both parties.
2. Exclusivity
Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any
act in conflict with this Agreement.
3. Compensation
Employee shall be paid based on a semi-monthly compensation rate of
$1,040.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.
4. Vacation
In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.
5. Termination
This Agreement shall terminate on the earlier of:
(a) Employer's sole discretion;
(b) The death or retirement of Employee;
(c) Upon xxxxx day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;
(d) Upon thirty day written notice to Employee, upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;
(e) Upon thirty day written notice from Employee to Employer for any reason.
6. Assignment
This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.
7. Confidentiality
Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.
8. Non-Competition.
In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, solicit or divert customers of
Employer. However, this Section shall not apply to the situation where a
customer comes to Employee by his or her own will and without Employee's direct
or indirect solicitation or encouragement.
9. Entire Agreement
This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of and preceding or succeeding
breach.
10. Notices
Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by, first class postage prepaid mail to
the home address of Employee and Chairman or the Board of Directors of Employer.
11 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
12. Arbitration
In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall by governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the xxxx in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.
13. Severability
If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.
14. Attorney's Fees
Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 4th of September, 1997
EMPLOYER: EMPLOYEE:
Diamond Entertainment Corporation Xxxx Xxxxxx
By: /s/ Xxxxx Xx /s/ Xxxx Xxxxxx
-------------------------------- ----------------------------------
Xxxxx Xx Xxxx Xxxxxx
Title: President
----------------------------
Employment Agreement
This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Xxxxx Xxxxxxxx ("Employee").
RECITAL
WHEREAS, Employer desires to secure the services of Employee as Purchasing
Manager, to make use of Employee's knowledge in the entertainment industry,
business and political connection both domestic and international, and to be
benefited from the potential business to be collectively derived from the use of
Employee's service(s);
WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;
NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:
1. Employment
Employer agrees to employ employee to serve in the capacity of Purchasing
Manager of Employer and Employee agrees to accept such employment. Such
employment commenced on September 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.
2. Exclusivity
Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any
act in conflict with this Agreement.
3. Compensation
Employee shall be paid based on a semi-monthly compensation rate of
$1,200.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.
4. Vacation
In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.
5. Termination
This Agreement shall terminate on the earlier of:
(a) Employer's sole discretion;
(b) The death or retirement of Employee;
(c) Upon xxxxx day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;
(d) Upon thirty day written notice to Employee upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;
(e) Upon thirty day written notice from Employee to Employer for any reason.
6. Assignment
This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.
7. Confidentiality
Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.
8. Non-Competition.
In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, solicit or divert customers of
Employer. However, this Section shall not apply to the situation where a
customer comes to Employee by his or her own will and without Employee's direct
or indirect solicitation or encouragement.
9. Entire Agreement
This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.
10. Notices
Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by, first class postage prepaid mail to
the home address of Employee and Chairman or the Board of Directors of Employer.
11 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
12. Arbitration
In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the xxxx in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.
13. Severability
If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.
14. Attorney's Fees
Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 5th of September, 1997.
EMPLOYER: EMPLOYEE:
Diamond Entertainment Corporation Xxxxx Xxxxxxxx
By: /s/ Xxxxx Xx /s/ Xxxxx Xxxxxxxx
---------------------------------- ---------------------------------
Title: President
-------------------------------
Employment Agreement
This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Xxxxxx X'Xxxxxxx ("Employee").
RECITAL
WHEREAS, Employer desires to secure the services of Employee as Executive
Assistant, to make use of Employee's knowledge in the entertainment industry,
business and political connection both domestic and international, and to be
benefited from the potential business to be collectively derived from the use of
Employee's service(s);
WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;
NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:
1. Employment
Employer agrees to employ employee to serve in the capacity of Executive
Assistant of Employer and Employee agrees to accept such employment. Such
employment commenced on September 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.
2. Exclusivity
Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any
act in conflict with this Agreement.
3. Compensation
Employee shall be paid based on a semi-monthly compensation rate of
$1,005.37. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled. If shares are given as satisfaction of past due obligations
then the value of such shares will be the amount equal to the net value of such
shares on public sale.
4. Vacation
In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.
5. Termination
This Agreement shall terminate on the earlier of:
(a) Employer's sole discretion;
(b) The death or retirement of Employee;
(c) Upon xxxxx day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;
(d) Upon thirty day written notice to Employee, upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;
(e) Upon thirty day written notice from Employee to Employer for any reason.
6. Assignment
This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.
7. Confidentiality
Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.
8. Non-Competition.
In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, solicit or divert customers of
Employer. However, this Section shall not apply to the situation where a
customer comes to Employee by his or her own will and without Employee's direct
or indirect solicitation or encouragement.
9. Entire Agreement
This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.
10. Notices
Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by first class postage prepaid maid to
the home address of Employee and Chairman or the Board of Directors of Employer.
11 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
12. Arbitration
In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the xxxx in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.
13. Severability
If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.
14. Attorney's Fees
Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 8th of September, 1997.
EMPLOYER: EMPLOYEE:
Diamond Entertainment Corporation Xxxxxx X'Xxxxxxx
By: /s/ Xxxxx Xx /s/ Xxxxxx X'Xxxxxxx
---------------------------------- ---------------------------------
Title: President
-------------------------------
Employment Agreement
This Agreement, made effective as of the 1st day of September, 1997, by and
between Beyond Design Corporation, a California corporation ("Employer")
and Xxxxx Xxxxx ("Employee").
RECITAL
WHEREAS, Employer desires to secure the services of Employee as Vice
President - Finance, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);
WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;
NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:
1. Employment
Employer agrees to employ employee to serve in the capacity of Vice
President - Finance of Employer and Employee agrees to accept such employment.
Such employment commenced on September 01, 1997, and shall continue from such
date unless terminated in accordance with paragraph 5 herein. This agreement may
be extended on yearly basis so long as such extension is agreed to in writing by
both parties.
2. Exclusivity
Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any act
in conflict with this Agreement.
3. Compensation
Employee shall be paid based on a semi-monthly compensation rate of
$2,708.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.
4. Vacation
In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.
5. Termination
This Agreement shall terminate on the earlier of:
(a) Employer's sole discretion;
(b) The death or retirement of Employee;
(c) Upon xxxxx day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;
(d) Upon thirty day written notice to Employee upon the disability of Employee,
whereby Employee is unable to perform his/her duties hereunder for a period
of six consecutive weeks. Any determination of such inability to perform
shall be made only by the Board of Directors of Employer with such
professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;
(e) Upon thirty day written notice from Employee to Employer for any reason.
6. Assignment
This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.
7. Confidentiality
Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.
8. Non-Competition.
In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, divert customers of Employer.
However, this Section shall not apply to the situation where a customer comes to
Employee by his or her own will and without Employee's direct or indirect
solicitation or encouragement.
9. Entire Agreement
This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.
10. Notices
Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by first class postage prepaid mail to
the home address of Employee and Chairman of the Board of Directors of Employer.
11 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
12. Arbitration
In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted and excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the xxxx in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.
13. Severability
If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.
14. Attorney's Fees
Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the _____ of ______, 19__
EMPLOYER: EMPLOYEE:
Beyond Design Corporation Xxxxx Xxxxxx
By: /s/ Xxxxx Xx /s/ Xxxxx Xxxxxx
---------------------------------- ---------------------------------
Title: President
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