EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into to be effective as
of the 1st day of March 2006, by and between Tix Corporation, a Delaware
corporation (hereinafter the "Company"), and Xxxxx Xxxxxxx, an individual
(hereinafter "Employee").
WITNESSETH
WHEREAS, the Company desires to continue the services of Employee, and
Employee is willing to continue as an employee of the Company, on the terms and
subject to the conditions hereinafter set forth. This Agreement supersedes and
replaces all prior agreements between the Company and Employee regarding the
subject matter hereof.
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained, the parties hereto hereby agree as follows;
1. Engagement; Nature of Duties. The Company hereby engages Employee, for
the period hereinafter set forth, to serve as and hold the offices of Chairman
of the Board, President and Chief Executive Officer, and to perform the duties
of such offices as provided in the Bylaws of the Company and as directed by the
Board of Directors of the Company. Employee agrees to serve in such capacity and
to do and perform the service, acts, or things necessary to carry out the duties
of such offices, and such other duties, not inconsistent with such offices and
Employee's position as an executive officer of the Company. Employee shall
report only to the Board of Directors of the Company from time to time. It is
expressly agreed and acknowledged that employment in the capacity of the
aforementioned offices was a material inducement to Employee to enter into this
Agreement. The Company further agrees and acknowledges that election, and being
retained in office, as a director was a material inducement to Employee to enter
into this Agreement. The Board of Directors agrees to use its best efforts, so
long as this Agreement remains in effect, to cause Employee to be nominated as a
director at any meeting or action of the stockholders of the Company for the
purpose of electing directors, and to use their best efforts to cause Employee
to be elected and retained in office as a director throughout the term of this
Agreement. Employee may assign certain of the compensatory benefits hereunder to
Xxxxxxx Development Inc. subject to approval of the Company, which shall not be
unreasonably withheld. Employee is solely responsible for any and all federal or
state tax consequences arising from any assignment of compensatory benefits to
Xxxxxxx Development, Inc.
2. Term. The term of employment pursuant to this Agreement shall be for a
period of three (3) years, commencing on March 1, 2006 (the "Commencement
Date"), unless sooner terminated in accordance with the provisions hereof (the
"Term").
3. Performance of Duties. Employee shall devote such time and attention to
Employee's duties as may be reasonably necessary to perform and carry out such
duties. Nothing herein contained shall be deemed to preclude Employee from
performing services to other businesses or entities not affiliated with the
Company or having personal investments and from devoting a reasonable amount of
time to the care and attention thereof, provided that the same shall in no
manner interfere with or derogate from Employee's work for the Company or
conflict with the Company's business.
Employee shall perform his duties hereunder primarily in the Los Angeles,
California area, and shall not be required to perform such duties on a regular
basis at any other location except for site or location visits to be conducted
by Employee from time to time. Employee shall not be required to relocate
without his consent.
4. Compensation.
(i) Base Salary. The Company shall pay to Employee a base salary in
the amount of Two Hundred Seventy-five Thousand Dollars ($275,000) per year (the
"Base Salary"), payable in periodic installments in accordance with the
Company's prevailing policy for compensating personnel, but not less often than
semi monthly. On each yearly anniversary of the Commencement Date (March 1,
2006), the Base Salary shall be increased by eight percent (8%).
(2) Earnings Bonus. In addition to the Base Salary, and any and all
other compensation, profit-sharing participation, benefits, bonuses or other
amounts due to or receivable by Employee pursuant to this Agreement, Employee
shall receive an annual bonus (the "Earnings Bonus") equal to six (6%) percent
of the Company's annual earnings in excess of $500,000 before taxes,
depreciation and amortization (ebtda) but after interest. A pro rata portion of
the Earnings Bonus (calculated by annualizing the year to date ebtda and taking
into account any Earnings Bonus paid for any prior periods) shall be due and
payable within ninety (90) days after the calendar (or the Company's fiscal)
year end.
(c) Restricted Shares. Within thirty (30) days of the Commencement
Date, the Company shall cause the issuance to Employee of 500,000 restricted
shares of the Company's Common Stock. The shares shall be subject to a
prohibition on trading, encumbering, or otherwise transferring the shares
(without prior board approval) which shall lapse equally over three (3) years
(166,666 shares on 3/1/07, 166,666 shares on 3/1/08 and 166,667 shares on
3/1/09).
2
5. Expenses Reimbursement; Automobile. The services required of Employee
by this Agreement shall include the responsibility and duty of entertaining
business associates and others with whom the Company is, desires to be, or may
become engaged in business or with whom it seeks, now or in the future, to
develop or expand business relationships, or with whom it is otherwise to the
benefit of the Company to establish or maintain communications. It may also be
necessary for Employee to travel from time to time on behalf of and for the
benefit of the Company, or in furtherance of the Company's business. It is the
Company's belief that the performance of Employee's duties in such travel and
entertainment activities will produce the maximum benefits which the Company
expects to derive from Employee's services. Accordingly, the Company shall pay,
or if Employee shall have paid, shall reimburse to Employee, any and all
expenses incurred by him or for his account in the performance of his duties
hereunder, including all expenses for business, entertainment, promotion and
travel by Employee, subject only to Employee providing appropriate documentation
for such expenses. It is expressly agreed, in connection therewith, that
Employee shall be provided or reimbursed for reasonable travel and
accommodations, but no first-class air travel will be deemed reasonable, (unless
under special price offering). The Company shall provide Employee with an
automobile, reasonably commensurate with Employee's office and position, for use
by Employee in performing Employee's duties hereunder and the Company shall be
responsible for all expenses associated with ownership/leasing of such
automobile, including, but not limited to, costs of licensing or registration,
maintenance, taxes and gasoline. Employee shall maintain such records with
respect to the use of such automobile as the Company may reasonably request.
In the event that Employee shall be deemed to have received income, for
state or federal income tax purposes, by reason of Employee's receipt of or
reimbursement for any of the benefits or expenses set forth in this Section 5,
the Company shall pay or reimburse Employee for all taxes required to be paid by
Employee with respect to such income.
6. Medical and Life Insurance; Pension Benefits; Tax Preparation. The
Company shall provide or reimburse Employee and Employee's spouse for health and
long-term care insurance (premiums up to $25,000 per year), and Employee life
insurance (premiums up to $10,000 per year), and disability insurance (up to
$10,000 per month coverage) (premiums up to $5,000 per year). Employee shall
also have the right to participate in any and all employee retirement benefits
plan or profit-sharing plan which the Company maintains for its personnel, and
in effect at any time during the period of Employee's employment hereunder,
subject only to any eligibility restrictions of such plans, the plan documents
and generally applicable policies of the Company. Employee shall be entitled to
reimbursement of up to $4,000 per year for personal tax consultation and
preparation of tax returns and other forms and filings.
3
7. Vacation. During each year of the Term, Employee shall be entitled to a
vacation of four (4) weeks, without deduction of salary. Such vacation shall be
taken at such time or times during the applicable year as may be mutually
determined by Employee and the Company. Any additional vacation period shall be
determined by the Company consistent with the general customs and practices of
the Company applicable to its personnel.
8. Termination. This Agreement may be terminated by the Company for cause.
As used herein, "cause" shall mean:
(a) the commission by Employee of any act of embezzlement, fraud,
larceny or theft on or from the Company or an affiliate of the Company;
(b) the commission by Employee of, or indictment of Employee for a
felony;
(c) failure to perform, or materially poor performance of,
Employee's duties and responsibilities assigned or delegated under this
Agreement, or any material misconduct or violation of the Company's policies, in
either case, which continues for a period of thirty (30) days after written
notice given to Employee; or
(d) a material breach by Employee of any of the covenants, terms or
provisions of this Agreement or any agreement between the Company and Employee
regarding confidentiality, non-competition or assignment of inventions.
In addition, this Agreement shall automatically be terminated upon
Employee's death or permanent disability. As used herein, "permanent disability"
shall mean Employee's complete inability to perform Employee's duties hereunder,
as determined by Employer's physician, which inability continues for more than
one-hundred eighty (180) consecutive days.
In the event that this Agreement is terminated by the Company for
any reason other than for cause or for death or permanent disability as defined
above, or pursuant to a Change in Control discussed below, the Company expressly
agrees and acknowledges that Employee shall be entitled to receive the base
salary, bonuses and benefits described in Sections 4 and 5 of this Agreement for
the remainder of the Term and shall have no duty or obligation to accept other
employment, or otherwise mitigate Employee's damages resulting from such
termination. The Company further agrees and acknowledges that, in the event
Employee does obtain other employment following the Company's termination of
this Agreement other than for cause, the Company shall not be entitled to any
set off or reduction in the amounts payable to Employee hereunder as a result of
any compensation paid to Employee with respect to such new employment.
4
9. Change in Control
(a) Termination following a Change in Control. If a Change in
Control of the Company shall have occurred, Employee shall be entitled to
Termination Benefits (as defined in Section 9(c)) upon the subsequent
termination of Employee's employment during the term of this Agreement, unless
such termination is pursuant to Section 8, above, or upon termination by
Employee for Good Reason, as defined in Section 9(d).
(b) What Constitutes a "Change in Control". A "Change in Control of
the Company" shall be deemed to have occurred upon the occurrence of any one or
more of the following events:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
other than Employee or a trustee or other fiduciary holding securities under an
employee benefit plan of the Company; hereafter becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities;
(ii) during any period (other than any period prior to the
execution of this Agreement), individuals who at the beginning of such period
constitute the Board and any new directors (other than directors designated by a
person who has entered into an agreement with the Company to effect a
transaction described in clauses (i) or (iii) of this Section 9(b)) whose
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets.
(c) Termination Benefits. As used in this Agreement, the term
"Termination Benefits" means the payment provision of all of the following:
(i) Employee's salary through Employee's date of termination
at the rate in effect at that time, plus all other amounts, including bonuses,
to which Employee is entitled under this Agreement and any compensation plan of
the Company, at the time such payments are due but in any event no later than
the 30th day after Employee's date of termination;
5
(ii) a lump sum Severance Payment (in an amount determined
pursuant to Section 9(c)(vi) below) which amount shall be paid to Employee not
later than the 30th day after Employee's date of termination;
(iii) the Company also shall pay to Employee all legal fees
and expenses incurred by Employee as a result of such termination (including all
such fees and expenses, if any, incurred in contesting or disputing any such
termination or in seeking to obtain or enforce any right or benefit provided by
this Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of Section 280G(b) of the Code, to any payment
or benefit provided hereunder), within five days after Employee's request for
payment accompanied with such evidence of fees and expenses incurred as the
Company reasonably may require;
(iv) the Company shall continue to provide Employee for a
period of eighteen (18) months after Employee's date of termination with
benefits substantially similar to those enjoyed by Employee under any of the
Company's life, medical, health, accident, or disability plans in which Employee
were participating at the time the Change in Control of the Company occurred;
and
(v) any and all options to purchase securities of the Company
held by Employee on Employee's date of termination (whether or not otherwise
fully vested and immediately exercisable by Employee) shall be fully vested and
immediately exercisable by Employee for a period of one (1) year following
Employee's date of termination.
(vi) The term "Severance Payment" means an amount equal to
five (5) times the current annual base salary actually paid to Employee by the
Company before the time of the Change in Control of the Company.
(vii) Employee shall not be required to mitigate the amount of
any payment provided for in this Section 9 by seeking other employment or
otherwise, nor shall the amount of any payment or benefit provided for in this
Section 9 be reduced by any compensation earned by Employee as the result of the
employment by another employer, by retirement benefits, by offset against any
amount claimed to be owned by Employee to the Company or otherwise.
(viii) In addition to all other amounts payable to Employee
under this Section, Employee shall be entitled to receive all benefits payable
to Employee under the Company's profit sharing plan and any other plan or
agreement relating to retirement benefits.
6
(ix) If a Change in Control of the Company shall have occurred
during the original or extended term of this Agreement, this section shall
continue in effect for a period of 24 months beyond the month in which such
change in Control of the Company occurred.
(d) Termination by Employee for Good Reason. The term "Good Reason"
means the occurrence, without Employee's express written consent, after a Change
in Control of the Company of any of the following circumstances:
(i) the assignment to Employee of any duties inconsistent with
Employee's status as a senior executive officer or key employee of the Company
or a substantial adverse alteration in the nature or status of Employee's
responsibilities from those in effect immediately prior to the Change in Control
of the Company;
(ii) a reduction by the Company in Employee's annual salary as
in effect on the date thereof or as the same may be increased from time to time
except for across-the-board salary reductions similarly affecting all senior
executives of the Company and all senior executives of any person in control of
the Company;
(iii) the relocation of the Company's principal executive
offices to a location more than fifty miles from the location of such offices
immediately prior to the Change in Control of the Company or the Company's
requiring Employee to be based anywhere other than the Company's principal
executive substantially consistent with Employee's present business travel
obligations;
(iv) the failure by the Company, without Employee's consent,
to pay to Employee any portion of Employee's current compensation except
pursuant to an across-the-board compensation deferral similarly affecting all
senior executives of the Company and all senior executives of any person in
control of the Company, within seven days of the date such compensation is due;
(v) the failure by the Company to continue in effect any
compensation plan in which Employee participate immediately prior to the Change
in Control of the Company which is material to Employee's total compensation ,
including but not limited to the Company's profit sharing plan, or any
substitute plans adopted prior to the Change in Control of the Company, unless
an equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan, or failure by the Company to continue
Employee's participation therein (or in such substitute or alternative plan) on
a basis not materially less favorable, both in terms of the amount of benefits
provided and the level of Employee's participation relative to other
participants, as existed at the time of the Change in Control of the Company;
7
(vi) the failure by the Company to continue to provide
Employee with benefits substantially similar to those enjoyed by Employee under
any of the Company's pension, life insurance, medical, health, and accident, or
disability plans in which Employee were participating at the time of the Change
in Control of the Company, the taking of any action by the Company which would
directly or indirectly materially reduce any of such benefits or deprive
Employee of any material fringe benefits enjoyed by Employee at the time of the
Change in Control of the Company, or the failure by the Company to provide
Employee with the number of paid vacation days to which Employee is entitled on
the basis of years of service with the Company in accordance with the Company's
normal vacation policy in effect at the time of the Change in Control of the
Company; or
(vii) the failure of the Company to obtain a satisfactory
agreement from any successor to assume and agree to perform this Agreement.
Employee's continued employment shall not constitute consent to, or waiver
of rights with respect to, any circumstances constituting Good Reason.
10. Indemnification. The Company shall indemnify, defend and hold Employee
harmless from and against any and all claims, demands, suits, obligations,
liabilities, actions, losses, cost, expenses, fines or penalties which may now
or hereafter be pending, threatened or commenced against or incurred by Employee
relating to or in any way resulting from Employee's performance of his duties
hereunder, or any action or failure to act by Employee in connection with such
duties. Employee's rights under this Section 10 shall be in addition to, and not
in lieu of, any and all other rights of Employee under applicable law or any
agreement with the Company regarding indemnification.
8
11. Confidential Information.
(a) As used in this Agreement "Confidential Information" means any
and all information disclosed to Employee or which Employee gains knowledge of
as a consequence or through Employee's employment by the Company (including
information conceived, originated, discovered or developed by Employee) about
the Company's products, processes, and services, including information relating
to research, development, inventions, manufacture, purchasing, accounting,
engineering, marketing, merchandising, selling trade secrets, or customer lists,
which information the Company maintains as confidential.
(b) Except as required in Employee's duties to the Company and then
only with the Company's prior written consent, Employee will not, directly or
indirectly, use for Employee's own benefit or the benefit of others, or
disseminate, disclose, comment upon or publish articles concerning, any
Confidential Information either during or at any time after the term of this
Agreement without the Company's consent.
(c) All documents, papers, notes, notebooks, memoranda, computer
files, and other written electronic records of the Company of any kind in the
possession or under the control of Employee, shall remain in the property of the
Company at all times. Upon the termination of Employee's employment with the
Company, all documents, papers, notes, notebooks, memoranda, computer files and
other written or electronic records in Employee's possession, whether prepared
by Employee or others will be left with Company.
12. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle Employee to Termination of Benefits from the Company
as provided herein, except that, for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed Employee's
date of termination. As used in this Agreement, "Company" shall mean the Company
as hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement, by operation of
law or otherwise.
(b) This Agreement shall inure to the benefit of and be enforceable
by Employee's personal or legal representatives, executors, administrators,
successors, heirs, distribute, devised, and legatees. If Employee should die
while any amount would still be payable to Employee hereunder if Employee had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to Employee's devisee,
legatee or other designee or, if there is no such designee, to Employee's
estate.
9
13. Notices.
Any and all notices which are required or permitted to be given by
any party to any other party hereunder shall be given in writing, sent by
registered or certified mail, electronic communications (including telegram or
facsimile) followed by a confirmation letter sent by registered or certified
mail, postage prepaid, return receipt requested, or delivered by hand or
messenger service with the charges therefore prepaid, addressed to such party as
follows:
(a) Notice to the Employee:
Xxxxx Xxxxxxx
00000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx Xxxx, XX 00000
Fax (000) 000-0000
(b) Notice to the Company:
Tix Corporation
00000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx Xxxx, XX 00000
Fax (000) 000-0000
Or to such other address as the parties shall from time to time give
notice of in accordance with this Section. Notices sent in accordance with this
Section shall be deemed effective on the date of dispatch, and an affidavit of
mailing or dispatch, executed under penalty of perjury, shall be deemed
presumptive evidence of the date of dispatch.
14. Entire agreement and Modification. This Agreement, including the
exhibits hereto and the agreements expressly referred to herein, constitutes the
entire understanding between the parties pertaining to the subject matter hereof
and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written. There are no warranties, representations
or other agreements between the parties, in connection with the subject matter
hereof, except as specifically set forth herein. No supplement, modification,
waiver or termination of this Agreement shall be binding unless made in writing
and executed by the party thereto to be bound.
10
15. Waivers. No term, condition or provision of this Agreement may be
waived except by an express written instrument to such effect signed by the
party to whom the benefit of such term condition or provision runs. No such
waiver of any term, condition or provision of this Agreement shall be deemed a
waiver of any other term, condition or provision, irrespective of similarity, or
shall constitute a continuing waiver of the same term, condition or provision,
unless otherwise expressly provided. No failure or delay on the part of any
party in exercising any right, power or privilege under any term, condition or
provision of this agreement shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
other right, power or privilege.
16. Severability. In the event any one or more of the terms, conditions or
provisions contained in this Agreement should be found in a final award or
judgment rendered by any court or arbitrator or panel of arbitrators of
competent jurisdiction to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining terms, conditions and
provisions contained herein shall not in any way be affected or impaired
thereby, and this Agreement shall be interpreted and construed as if such term,
condition or provision, to the extent the same shall have been held invalid,
illegal or unenforceable, had never been contained herein, provided that such
interpretation and construction is consistent with the intent of the parties as
expressed in this Agreement.
17. Headings. The headings of the Articles and Sections contained in this
Agreement are included herein for reference purposes only, solely for the
convenience of the parties hereto, and shall not in any way be deemed to affect
the meaning, interpretation or applicability of this Agreement or any term,
condition or provision hereof.
18. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without reference to its
choice of law principles, notwithstanding the fact that one or more counterparts
hereof may be executed outside of the State, or one or more of the obligations
of the parties hereunder are to be performed outside of the state.
19. Attorney's fees. In the event that any party to this Agreement shall
commence any suit, action, arbitration or other proceeding to interpret this
Agreement, or determine or enforce any right or obligation created hereby,
including but not limited to any action for rescission of this Agreement or for
a determination that this Agreement is void or ineffective ab initio, the
prevailing party in such action shall recover such party's costs and expenses
incurred in connection therewith, including attorney's fees and costs of appeal,
if any. Any court, arbitrator or panel of arbitrators shall, in entering any
judgment or making any award in any such suit, action, arbitration or other
proceeding, in addition to any and all other relief awarded to such prevailing
party, include in such judgment or award such party's costs and expenses as
provided in this Section 19.
11
20. Execution and Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute only one
instrument. Any or all of such counterparts may be executed within or outside
the State of California. Facsimile signatures shall be have the same binding
effect as an original wet ink signature.
21. Covenant of Further Assurances. All parties to this Agreement shall,
upon request, perform any and all acts and execute and deliver any and all
certificates, instruments and other documents that may be necessary or
appropriate to carry out any of the terms, conditions and provisions hereof or
to carry out the intent of this Agreement.
22. Remedies Cumulative. Each and all of the several rights and remedies
provided for in this Agreement shall be construed as being cumulative and no one
of them shall be deemed to be exclusive of the others or of any right or remedy
allowed by law or equity, and pursuit of any one remedy, or a waiver of any
other remedy.
23. Binding Effect. Subject to the restrictions in Section 25 hereof
respecting assignments, this Agreement shall inure to the benefit of and be
binding upon all of the parties hereto and their respective executors,
administrators, successors and permitted assigns.
24. Compliance With Laws. Nothing contained in this Agreement shall be
construed to require the commission of any act contrary to law and whenever
there is a conflict between any term, condition or provision of this Agreement
and any present or future statute, law, ordinance or regulation contrary to
which the parties have no legal right to contract, the latter shall prevail, but
in such event the term, condition or provision of this Agreement affected shall
be curtailed and limited only to the extent necessary to bring it within the
requirement of the law, provided that such construction is consistent with the
intent of the parties as expressed in this Agreement.
25. Gender. As used in this Agreement, the masculine, feminine or neuter
gender, and the singular or plural number, shall be deemed to include the others
whenever the context so indicates.
26. No Third Party Benefit. Nothing contained in this Agreement shall be
deemed to confer any right or benefit on any person who is not a party to this
Agreement.
27. Assignment. Neither party may assign this Agreement, or any rights
hereunder, without the prior express consent of the other party.
12
28. Arbitration. Any controversy, dispute or claim of whatever nature
arising out of, in connection with or relating to this Agreement or the
interpretation, meaning, performance, breach or enforcement thereof, including
any controversy, dispute or claim based on contract, tort, or statute, and
including without limitation claims relating to the validity of this Agreement
or relating to termination of employment, shall be resolved at the request of
either party to this Agreement, by final and binding arbitration conducted at a
location determined by the arbitrator in Los Angeles, California, administered
by and in accordance with the then existing Rules of Judicate West Alternative
Dispute Resolution, and judgment upon any award rendered by the arbitrator(s)
may be entered by any State or Federal Court having jurisdiction thereof. Either
party may commence such proceeding by giving notice to the other party in the
manner provided in Section 11 of this Agreement. Upon filing a demand for
arbitration, all parties to the Agreement will have the right of discovery to
the maximum extent provided by law for actions tried before a court, and both
agree that in the event of an arbitration, disputes as to discovery shall be
determined by the arbitrator(s). The arbitrator(s) in any such proceeding shall
apply California substantive law and the California Evidence Code to the
proceeding. The arbitrator(s) shall have the power to grant all legal and
equitable remedies (provisional and final) and award damages provided by
California law. The arbitrator(s) shall prepare in writing and provide to the
parties an award including findings of fact and conclusions of law. The
arbitrator(s) shall not have the power to commit errors of law or legal
reasoning, and the award may be vacated or corrected pursuant to California Code
of Civil Procedure ss.ss.1286.2 or 1286.6 for any such error. The Company shall
pay all fees of the arbitrator, and each party shall bear its or his expenses,
costs and attorney fees relating to the arbitration and recovery under any order
and/or judgment rendered therein. In any such proceeding general counsel for the
Company may represent the Company regardless of whether such counsel has
rendered advice to Employee in the past unless prohibited by law or rules of the
California State Bar Association. The parties hereto hereby submit to the
exclusive jurisdiction of the courts of the State of California for the purpose
of enforcement of this agreement to arbitrate and any and all awards or orders
rendered pursuant thereto.
13
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
"Company"
TIX CORPORATION
A Delaware Corporation
By: /s/ XXX XXXXXXX
------------------------------------------------------------
Xxx Xxxxxxx, Director
"Employee"
By: /s/ XXXXX XXXXXXX
------------------------------------------------------------
Xxxxx Xxxxxxx
14
COMPENSATION COMMITTEE APPROVAL
The Tix Corporation Compensation Committee hereby confirms and approves
THE EMPLOYMENT AGREEMENT for Xxxxx Xxxxxxx effective as of March 1, 2006.
/s/ XXX XXXXXXX March 13, 2006
----------------------------------------------------- --------------
Xxx Xxxxxxx Date
/s/ XXXXXX XXXXXXXXX March 13, 2006
----------------------------------------------------- --------------
Xxxxxx Xxxxxxxxx Date
15
