EMPLOYMENT AGREEMENT
Exhibit 10.1
This
EMPLOYMENT AGREEMENT, entered into as of this 29th day of December
2017, by and between LIBERATED SYNDICATION INC, a Nevada
corporation with an office at 0000 Xxxx Xxxx. Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (hereinafter called the
“Company”) and Xxxxxx Xxxx (hereinafter called the
“Executive”).
4.
Salary. The Company
agrees to pay and the Executive agrees to accept, in accordance
with the provisions contained herein, as compensation for
performance of her duties and obligations to the Company hereunder,
a salary at an annual rate set by the Chief Executive Officer of
the Company (the “CEO”), but shall in no event be less
than Two Hundred Fifty Thousand Dollars ($250,000) per year,
exclusive of the benefits described in Section 5, 6 and 7 hereof.
Such salary shall be payable in equal semi-monthly installments,
less usual, customary and the applicable government mandated
payroll deductions. The Executive’s salary and performance
are subject to review by the CEO, no later than June 30, 2018. If
the CEO determines, in his sole discretion, that the Executive is
able to perform the duties and responsibilities of President of the
New Subsidiary effectively and her other duties as V.P. and
President of the Subsidiary, then Executive’s salary shall be
increased effective July 1, 2018 to Three Hundred Thousand Dollars
($300,000) per year, exclusive of the benefits described in Section
5, 6, and 7 hereof and the one time bonus outlined below shall be
increased from one times the Executive’s highest annual
salary to two times the Executive’s highest annual salary.
The Executive’s salary shall be reviewed annually by the CEO
for possible increases. Such salary shall be payable in equal
semi-monthly installments, less usual, customary and the applicable
government mandated payroll deductions. In addition, the Company
agrees to pay and the Executive agrees to accept, in accordance
with the provisions contained herein, as compensation for
performance of her duties and obligations to the Company hereunder,
any fees or payments authorized by the CEO to be paid to the
Executive for membership on the Board or any committee thereof. All
amounts described in this Section shall be referred to in this
Agreement collectively as the Executive’s
“Salary”. The Executive shall be entitled to
participate in such bonus programs as the CEO, Board of Directors
or the compensation committee may establish in their sole
discretion. The Executive, with Board approval, shall be eligible
to receive shares of Common Stock or Options to purchase shares of
Common Stock. At the end of the initial three (3) year term of the
employment agreement, the Executive shall receive a bonus equal to
one times the Executive’s highest annual salary. This
additional (one time) bonus is earned as of the renewal date of
January 1, 2021. If the Executive leaves by her own accord and not
a “Resignation for Good Reason” as defined below, at
the end of the initial three (3) year term of the employment
agreement, the Executive shall receive a bonus equal to or greater
than one times the Executive’s highest annual
salary.
(a)
Unless the Executive unilaterally terminates her own contract, or
for other reasons, fails to complete the remainder of the three (3)
year contract, the Executive will receive the same salary and
benefits, including the bonus, as were the stipulated remunerations
for performing her duties as V.P. and President of the Subsidiary.
Such remunerations will continue to be paid for consulting and
advisory services or a re-designation to another role in the
Company as agreed to by the executive on a monthly basis for
contract duration.
The
Company further agrees that in the event that the level of health
care benefits provided by the Company to its Executives is expanded
at any time prior to the occurrence of the triggering event
described in either Section 7(c)(i) or Section 7(c)(ii) hereof, the
health care benefit that is required to be provided by Section
7(c)(i) or Section 7(c)(ii) shall be at such expanded
level.
(1) a
material breach by the Company, by act or omission, of this
Agreement, which the Company fails to cure within thirty (30) days
after receipt of written notice from the Executive of such material
breach ( or, in the case of a material breach which the Company
cannot reasonably cure within said thirty (30) day period which the
Company fails to commence within said thirty (30) day period to
diligently cure);
(2)
material change by the Company of the Executive’s functions,
duties or responsibilities which change would cause the
Executive’s position with the Company to become of less
dignity, responsibility, importance, prestige or scope, including,
without limitation, a change from being V.P. of a publicly held
company; except as consultant to the Chief Executive Officer (CEO)
and or Board of Directors (BOD) in an advisory capacity as defined
in Section 5, and excluding any change to her position as President
of the New Subsidiary subject to her six-month review as set forth
in Section 4.
(3)
permanent assignment or reassignment by the Company of the
Executive without the Executive’s consent to another place of
employment more than 50 miles from the Executive’s current
place of employment; or
(4) a
reduction in the Executive’s base pay or bonus opportunity
from the previous year.
No such
event described above shall constitute Good Reason unless the
Executive gives timely written notice to the Company, specifying
the event relied upon for such termination of such event and the
Company has not remedied such within 30 days of the notice. The
Company and Executive, upon mutual written agreement may waive any
of the foregoing provisions which would otherwise constitute a Good
Reason.
(a) The
Executive hereby covenants and agrees that, provided the Company
makes any payments and provides any benefits which may be required
under Section 9 and 10 hereof, at no time during the
Executive’s employment by the Company, nor for a period of
six (6)months immediately following the termination thereof, will
the Executive for herself or on behalf of any other person,
partnership, company or corporation, directly or indirectly,
acquire any financial or beneficial interest in, provide consulting
services to, be employed by, contract with, or own, manage, operate
or control any business producing, manufacturing, selling,
distributing, promoting or dealing in products or services
identical or similar to the products or services of the Company or
Subsidiaries, which is defined as providing “podcast hosting
services,” or otherwise compete with the Company or
Subsidiaries in the Company’s Service Area, specifically the
northeastern Region of the United States . Nothing in this
Agreement shall prevent the Executive from holding or investing in
securities listed on a national securities exchange or sold in the
over-the-counter market.
(b) The
Executive hereby covenants and agrees that, provided the Company
makes any payments which may be required under Section 9 and 10
hereof, at all times during her employment by the Company, and for
six (6) months after termination of such employment, the Executive
shall not directly or indirectly contact or solicit any clients of
the Company or employ or seek to employ any person or entity
employed at that time by the Company, Subsidiary, affiliates or
licensees or otherwise encourage or entice such person or entity to
leave employment or terminate such employment.
(c) In
the event that this Section 12 shall be determined by arbitrators
or by any court of competent jurisdiction to be unenforceable by
reason of its extending for too great a period of time or over too
large a geographic area or over too great a range of activities, it
shall be interpreted to extend only over the maximum period of
time, geographic area or range of activities as to which it may be
enforceable.
15.
Arbitration. To the
extent permitted by applicable law, any controversy or dispute
arising out of, or relating to, this Agreement, or any alleged
breach hereof, the parties voluntarily agree that said disputes
shall be settled exclusively by arbitration in Pittsburgh,
Pennsylvania, in accordance with Pennsylvania law, and shall be
conducted in accordance with the Rules of the American Arbitration
Association then in effect. The parties hereby consent to the
jurisdiction of the courts of the Commonwealth of Pennsylvania and
of the United States District Court for the Western District of
Pennsylvania for all purposes in connection with the arbitration.
The arbitrator shall be selected by the Executive and Company, the
parties. In the event that the parties cannot agree on the
arbitrator within thirty (30) days following receipt by one party
of a demand for arbitration from another party, then the Arbitrator
shall be selected by the American Arbitration Association. The
Arbitrator shall convene a hearing no later than thirty (30) days
following the selection. The arbitration award shall be final and
binding upon both parties without any right of appeal by either of
the parties. Judgment may be entered and execution issued in any
court of competent jurisdiction. The Company shall pay the total
cost of the Arbitrator’s professional fees and related
expenses. The parties further agree that arbitration proceedings
must be instituted within one year after the claimed breach
occurred, and that failure to institute arbitration proceedings
within such period shall constitute an absolute bar to the
institution of any proceedings and the waiver of all
claims.
16.
Governing Law. This
Agreement shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of
Pennsylvania.
If to
the Executive, to such address as the Executive may have furnished
to the Company in writing.
If to
the Company:
Chief
Financial Officer
0000
Xxxx Xxxx
Xxxxx
000
Xxxxxxxxxx, XX
00000
or to
such other address as the Company may have furnished to the
Executive in writing.
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EXECUTIVE
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/s/
Xxxxxx X. Xxxx
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Xxxxxx
Xxxx
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Liberated
Syndication
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/s/
Xxxxxxxxxxx Xxxxxxx
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Xxxxxxxxxxx
Xxxxxxx
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Chief
Executive Officer
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