Exhibit 10.8
EMPLOYMENT AGREEMENT
This Agreement made this 22nd day of December, 1997, by and between WINTER
SPORTS, INC., a Montana corporation, with its principal place of business
located in Whitefish, Montana ("Employer"), and XXXXXXX XXXXX of Whitefish,
Montana ("Employee").
1. Employment. The Employer employs the Employee and the Employee accepts
employment upon the terms and conditions of this Agreement.
2. Term. The term of this Agreement shall begin on December 22, 1997 and
shall terminate on December 21, 2000, unless sooner terminated as provided
herein (see paragraph 12).
3. Compensation. The Employer shall pay the Employee the following annual
salary, payable in equal installments every two weeks:
December 22, 1997 through December 21, 1998 - $72,500.00
Effective December 22, 1998 and again on December 22 of each succeeding year of
this Agreement, the above salary shall be adjusted upward by an amount equal to
five percent (5%) of the preceding year's salary, provided that each annual
adjustment to salary shall be contingent upon the Employer meeting or exceeding
its combined budgeted income before taxes for the preceding fiscal year. If the
budget criteria have not been met, there shall be no increase in salary for the
applicable year. In addition, the Employee shall be entitled to provisions of
the Cash Bonus Program set forth later in this Agreement.
4. Duties. The Employee shall serve the Employer as Vice President of
Marketing, Guest Services, and Communications. These duties shall include,
without limitation, the general management and supervision of the Marketing,
Guest Services, and Ticket operations' activities and endeavors, increasing the
Employer's market share and number of skier visits, increasing non-skier
business and revenues, and such other duties as may from time to time be
assigned by the Employer.
5. Extent of Services. The Employee shall devote her entire time and
attention to the Employer's business, unless otherwise agreed to by the Employer
and Employee.
6. Working Environment. The Employee shall have a private office,
secretarial help, and other facilities and services that are suitable to her
position and appropriate for the performance of her duties.
NOTICE: THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE
MONTANA UNIFORM ARBITRATION ACT.
7. Disclosure of Information. The Employee acknowledges that the
Employer's business dealings are a valuable, special and unique asset of the
Employer's business. The Employee shall not, during and after the term of her
employment, disclose all or any part of the information to which she becomes
privileged regarding the Employer's business.
8. Expenses. The Employee may incur reasonable expenses for promoting the
Employer's business, including expenses for entertainment, travel, and similar
items. The Employer will reimburse the Employee for all such expenses upon the
Employee's periodic presentation of an itemized account of such expenditures.
9. Vacations. The Employee shall be entitled each year to a vacation of
three weeks during which time her compensation shall be paid in full. The
Employee shall also be entitled to five weeks of unpaid time off, which time
periods will be mutually agreed upon by Employer and Employee.
10. Bonus. After the first year of this Agreement, the Employee will be
eligible to receive a cash bonus based on the following criteria:
To be defined by January 15, 1998 in "Exhibit A."
11. Annual Review. The Employee's performance pursuant to the terms of
this Agreement shall be reviewed twice each year by the President. Job
accountabilities and meeting financial goals will be the primary basis on which
the reviews will be conducted.
12. Termination with Cause. The Employer may terminate this Agreement
with cause at any time by giving thirty (30) days' written notice to the
Employee. In the event of such termination, the Employee shall receive six (6)
months' salary. Just cause shall be defined to include any reason which the
Employer believes will be in its best business interest or due to any conduct of
the Employee which the Employer believes may bring discredit upon herself or the
Employer.
13. Death During Employment. If the Employee dies during the term of
employment, the Employer shall pay to the Employee's estate the compensation
that otherwise would be payable to the Employee up to the end of the month in
which her death occurs.
14. Arbitration. Any controversy or claim arising out of, or relating to
this Agreement, or its breach, shall, at the option of the Employer, be settled
by arbitration in the City of Whitefish, Montana, in accordance with the then
governing rules of the American Arbitration Association. The prevailing party
shall be entitled to its reasonable costs and attorneys' fees. Judgment upon
the award my be entered and enforced in any court of competent jurisdiction.
15. Notices. Any notice required or desired to be given under this
Agreement shall be deemed given if in writing sent by certified mail to the
Employee's residence or to the Employer's principal office, as the case may be.
16. Waiver of Breach. The Employer's waiver of a breach of any provision
of this Agreement by the Employee shall not operate or be construed as a waiver
of any subsequent breach by the Employee. No waiver shall be valid unless in
writing and signed by an authorized officer of the Employer. Employer
acknowledges Employee may provide consulting to non-competing business entities.
17. Assignment. The Employee acknowledges that her services are unique
and personal. Accordingly, the Employee may not assign her rights or delegate
her duties or obligations under this Agreement. The Employer's rights and
obligations under this Agreement shall inure to the benefit of and shall be
binding upon the Employer's successors and assigns.
18. Entire Agreement. This Agreement contains the entire understanding of
the parties. It may not be changed orally, but only by an agreement in writing
signed by the party against whom the enforcement of any waiver, change,
modification, extension, or discharge is sought.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
WINTER SPORTS, INC.
By /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx, President
Attest:
/s/ Xxxx Xxxx Xxxxx
Secretary
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Addendum A January 20, 1998
Year-one performance development plan for Xxxxxxx Xxxxx
1. Team 1/3 of bonus potential
* Evaluate the team as it is currently staffed (March 98)
* Make immediate adjustments to staff inter-dependencies, responsibilities
and authorities as appropriate. (March 98)
* Develop long-range plan for staff realignment, adjustments, training and
responsibilities (July 98)
* Set working standards and implement them for each direct report and insure
performance (July 98)
* Devise and implement a problem solving process and attitude and review it
quarterly for improvements. (July 98)
2. Planning 1/3 of bonus potential
* Develop, sell and implement a multi-year plan for growth in visits to The
Big Mountain that will maximize shareholder value, exceed guest
expectations among key guest segments and provide opportunity for greater
year-round involvement by Flathead residents. (June 98)
* Evaluate current on-mountain activities, services and processes. (March
98)
* Make immediate adjustments to marketing, products, services and processes
as appropriate. (ongoing)
* Develop and implement a multi-year expansion program that will create
demand for and promote The Big Mountain as a primary recreation center of
the Flathead Valley and year-round Resort destination in the Northwest.
(July 98)
3. Financial 1/3 of bonus potential
* Work within existing budgets for 97/98
* Provide better input for forecasting, planning and future budgets.
* Supervise execution of all plans and programs to meet or exceed goals.
* Create new budgets for 98/99 and work within those limits.
Note:
The above will be reviewed at least every 6 months and adjusted as necessary.
Year-one bonus potential will equal 30% of the annual wage.
/s/ Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxx
