FORM OF
EMPLOYMENT AGREEMENT
This Employment Agreement made and entered into on this, the 16th day of April,
2001 by and between Xxxxxx X'Xxxxxxx, an individual whose address is 000 X.X.
00xx Xxxxx, #0, Xxxxxx Xxxxxx, Xxxxxxx 00000, (hereinafter referred to as
"X'Xxxxxxx") and the World Roller Alliance, Inc., a Florida Corporation, 000
X.X. 0xx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000, (hereinafter referred to as the
"Company") concerning X'Xxxxxxx'x employment as VICE PRESIDENT OF OPERATIONS of
the Company.
WITNESSETH:
1. EMPLOYMENT: The Company hereby agrees to employ X'Xxxxxxx in
the capacity stated above, and X'Xxxxxxx hereby accepts said employment
pursuant to the terms and conditions hereinafter set forth.
2. TERM: The term of this Agreement shall be for Three (3)
years from the date first listed above or shall become effective upon adequate
capitalization of the Company. Upon each anniversary thereof, if not otherwise
terminated prior to said anniversary or in default, or otherwise amended as
provided for herein, the term and all provisions of this Agreement shall be
automatically extended in one (1) year increments unless the Company or
X'Xxxxxxx gives notice to the contrary.
3. COMPENSATION: The Company shall pay to X'Xxxxxxx as
compensation for any and all services rendered in any capacity a base salary
of FIFTY TWO THOUSAND DOLLARS AND NO CENTS ($52,000.00) per annum, which shall
be payable in a manner consistent with pay periods to be established by the
Company for all executives. Said initial base annual salary may be increased
by the President and/or Board of Directors of the Company to such
extent, if any, as is deemed appropriate based on annual, semi-annual or
other non-scheduled review of X'Xxxxxxx'x performance. In addition to said
salary as described herein, the Company may from time to time, pay X'Xxxxxxx
additional bonuses, if any, as the Company President and/or Board of Directors
may determine to be warranted based upon X'Xxxxxxx'x performance.
4. EXPENSES: In addition to the compensation hereinabove
provided, the Company shall reimburse X'Xxxxxxx for, or absorb the ordinary,
necessary and reasonable business expenses incurred by X'Xxxxxxx in the
interest of and for the benefit of the Company. Any expense exceeding Two
Hundred Fifty Dollars and no cents ($250.00) which X'Xxxxxxx shall personally
pay for that qualifies for reimbursement by the Company, or any financial
commitment on behalf of the Company that exceeds Two Hundred Fifty Dollars and
no cents ($250.00) shall be approved by the President of the Company or his
designee prior to such expense being incurred by X'Xxxxxxx or committed to
on behalf of the Company by X'Xxxxxxx when such expense expenditure approval is
reasonably available.
5. INSURANCE: X'Xxxxxxx shall be entitled to any and all life
and health insurance and/or medical related benefits as customarily provided
to all executives of the Company when such benefits become available. Said
life and health insurance and/or medical related benefits shall be provided at
Company expense for X'Xxxxxxx.
6. DUTIES AND AUTHORITY: X'Xxxxxxx shall, using his best
judgment, be responsible for coordinating, reviewing, modifying and
overseeing all work and/or employees or independent contractors in the area
generally known and referred to as "operations" of a company. Such "operations"
shall include, but not necessarily be limited to any and all physical equipment
manufacture, design, procurement, maintenance or other related matters
pertaining to any and all physical equipment of the Company. In addition, all
transportation and/or movement of Company personnel and/or equipment shall fall
under the area of "operations." Such duties as described may be amended as
required and are under the approval of the Company President and/or Board of
Directors.
X'Xxxxxxx agrees to devote substantially his entire time and
best efforts to the business of the Company and shall have no other outside
business interest without the express, written approval of the President of
the Company. The expenditure of reasonable amounts of time for charitable
or civic activities or fulfillment of any military obligations
(Reserves/National Guard/etc.), however, will not be deemed a breach of
this Agreement. The making of passive personal investments will not be
prohibited hereunder, provided said investments do not materially interfere
with the services required to be rendered to the Company or conflict with the
business of the Company or any division or subsidiary.
The Company President and/or Board of Directors retains
and in no way yields any of its duties, responsibilities or powers given by
the Company Charter or by-laws, including, but not limited to establishing
policies of the Company, overseeing the operations of the Company and any
capital expenditures on behalf of the Company.
7. ILLNESS DURING THE TERM OF THIS AGREEMENT: X'Xxxxxxx shall
be entitled to the same number of sick leave days per year as established by the
Company for all executives. The Company President shall have the authority to
extend this number if warranted.
8. WORKING FACILITIES: The Company shall furnish X'Xxxxxxx
with facilities and services suitable to his position and adequate for the
performance of his duties and obligations.
9. VACATIONS: A formal vacation policy for the Company has not
been established, however, X'Xxxxxxx shall be entitled to the same amount of
annual vacation time as all senior executives of the Company, with such period
extended as may be mutually agreed in writing without loss of compensation.
10. TERMINATION AGREEMENT: In addition to any other provisions
of this Agreement, this Agreement shall terminate upon the happening of any
of the following events:
(a) If X'Xxxxxxx decides to terminate his employment,
he may do so upon thirty (30) days written notice to the Company, by certified
mail, in which event he shall forfeit all remaining compensation and benefits
under this Agreement.
(b) Upon breach of any provision or covenant required to
be performed or observed, or any material act of fraud, moral turpitude, gross
negligence or willful misfeasance by X'Xxxxxxx, the Company may terminate this
Agreement by written notice to X'Xxxxxxx of said breach by certified mail. In
the event such termination is based on documented lack of performance, such
notice shall be given thirty (30) days prior to such termination. In the event
such termination is based on any material act of fraud, moral turpitude, gross
negligence or willful misfeasance, termination shall become effective upon
receipt of written notice by X'Xxxxxxx. In such event, X'Xxxxxxx shall forfeit
all remaining compensation and benefits under this Agreement.
(c) Whenever the Company and X'Xxxxxxx shall mutually
agree in writing to terminate this Agreement.
(d) The Company or it's operating division/subsidiary in
which X'Xxxxxxx functions shall cease operation.
11. NON-COMPETITION: In the event of the termination of this
Agreement for any reason, X'Xxxxxxx agrees that for a period of six (6) months
following the termination, (a) he shall not directly or indirectly, solicit any
existing employee or independent contractor working with or for the company to
leave the Company for any organization with which X'Xxxxxxx should be come
associated either directly or indirectly, and (b), he will not engage in any
activity that directly or indirectly competes with the business of the Company
in any manner, and (c) he will treat as confidential any and all information
about Company operation including but not limited to financial information,
talent salaries, or information in any way related to television production or
live arena events of the Company.
12. APPLICABLE LAW: This Agreement shall be governed by and
construed pursuant to the laws of the State of Florida, where it was made and
executed.
13. NOTICES: Any notices required to be given hereunder pursuant
to the provisions of this Agreement shall be in writing and sent certified mail
to the parties at the addresses listed in the preamble of this document or any
amended addresses provided by or to the Company.
14. ARBITRATION: In the event any controversy or question arises
with respect to the interpretation of any term or provision of this Agreement or
in the event the party against whom or which a breach of this Agreement is
claimed believes, in good faith, that (a) no breach has occurred; or (b) that
the party claiming a breach of this Agreement has also breached the Agreement,
then prior to the institution of any legal proceedings, the matter or matters
shall be settled by arbitration before three (3) arbitrators, one of whom is
selected by each party and the third to be selected by the arbitrators selected
by X'Xxxxxxx and the Company. Said arbitration shall be conducted in accordance
with the rules of the American Arbitration Association and judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. The place of this arbitration shall be at the discretion
of the Company.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
on the day and year first written above.
COMPANY: WORLD ROLLER ALLIANCE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
President/Chief Executive Officer
X'XXXXXXX: By: /s/ Xxxxxx X'Xxxxxxx
Xxxxxx X'Xxxxxxx, Employee
WITNESS: ______________________________
______________________________
Sworn to and subscribed before me this the ___ day of __________, 2001 in the
County and State aforesaid.
________________________
Notary Public
State of Florida
My commission expires:
