Exhibit 10.1 - Employment Agreement of Xxxxxx Xxxxx
EMPLOYMENT AGREEMENT
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This Agreement made this 5th day of June, 2002 by and between Petcare Television
Network, Inc., ("Corporation") a Florida corporation and Xxxxxx Xxxxx
("Employee").
WITNESSETH
In consideration of the covenants and agreements herein contained and the monies
to be paid hereunder, the Corporation agrees to hire the Employee, and the
Employee agrees to work for the Corporation upon the following terms and
conditions:
1. Duties of Employee: The Employee is employed by the Corporation to render
services on behalf of the Corporation as President and Chief Executive Officer.
2. Devotion of Time to Employment: The Employee shall devote such time and
attention to the business and affairs of the Corporation as is reasonably
necessary to carry out his duties hereunder, provided, however, the Employee
shall devote no less than forty (40) hours per week to his duties hereunder.
3. Compensation: The initial compensation paid by the Corporation to the
Employee as compensation for his services shall be a salary of $150,000 per
year, payable in equal installments of $12,500 per month.
The Employee's base salary specified above shall be effective only through the
end of the Corporation's fiscal year, and the same shall be renegotiated by the
Board of Directors in the last month of each fiscal year of the Corporation for
the following such taxable year until this Agreement is terminated. Said base
salary shall not be reduced without the written consent of Employee, which can
be withheld in this sole and absolute discretion.
The Corporation shall purchase at its expense, a major medical insurance policy
insuring the Employee and his dependents and a long-term disability policy,
which policies shall be reasonably acceptable to the parties hereto. The
Employee warrants that neither he nor the dependents currently or historically
have any exceptional medical problems, which would cause them to be either
uninsurable or excessively expensive.
Employee shall be eligible to participate in such stock option or stock bonus
plan or similar plans as are established by the Corporation.
4. Term of Agreement: Subject to the provisions of paragraph 9 hereof regarding
termination the term of this employment shall commence on June 1, 2002 shall
continue thereafter for a period of five (5) years. Agreement is automatically
renewable every ninety (90) days from inception except as set forth in paragraph
ten (10).
5. Automobile: The Corporation shall lease or own the automobile selected and
used by the Employee in the conduct of the Corporation's business as a condition
of his employment, and the Corporation shall pay for all gas, oil, repairs and
maintenance, rent (if any), and allowance for depreciation (if any) and
insurance in connection therewith. The cash expense to the Corporation in
connection with providing the automobile to Employee shall not exceed $600 per
month.
6. Reimbursable Expenses: Except as herein otherwise provided, the Corporation
shall reimburse the Employee for all expenses, or the Employee entitled to
charge to the Corporation all expenses incurred by him, in and about the course
of his employment by the Corporation, provided that said expenses are deductible
under the current tax law sufficient proof is furnished Employer. Such expenses
shall include but not be limited to:
a) License fees, membership dues in professional organizations, and
subscriptions to professional journals.
b) The Employee's necessary travel hotel and entertainment expenses
incurred in connection with overnight, out-of-town trips for
educational, professional or other related meetings or in connection
with other events that contribute to the benefit of the Corporation.
c) The Employee's necessary travel and entertainment expenses in
connection with in-town events for education professional and other
related meetings or in contribute with other events that contribute to
the benefit of the Corporation;
d) Other expense as pre-approved.
7. Vacation: The Employee shall be entitled to take two weeks vacation or such
additional time as is authorized by the Corporation from time to time.
8. Sick or Other Leave: The Employee shall be entitled to such sick or other on
the same basis as the Corporation shall establish for all its employees.
10. Termination of Agreement:
a) (i) The Corporation may terminate this Agreement at any time for cause if
Employee becomes unfit to properly render services to Corporation hereunder
because of alcohol or drug related abuses consistent with applicable laws and
Employer's procedures, proven commission of a felony or a material breach of
this Agreement which is not cured with sixty (60) days after written notice is
given by Corporation to Employee. Such termination, except for material breach,
shall be effective upon the delivery of written notice thereof to the Employee,
sixty (60) days thereafter for uncured material breach or at such later time as
may be designated in said notice. The Employee shall vacate the offices of the
Corporation on or before such effective date. All compensation due hereunder
shall cease as of said effective date.
(ii) The Employee may elect to terminate this Agreement at any time for cause
provided he delivers written notice of such intention to terminate not less than
sixty (60) days prior to the date of such termination. As used in this
subparagraph 9 (b)(l), the term for cause shall mean if Corporation unreasonably
changes Employee's duties responsibilities or working conditions or takes any
other actions which impede Employee in the performance of his duties hereunder.
If the Employee terminates this Agreement for cause, Corporation shall be
required to pay Employee the compensation, remuneration and expenses specified
in paragraph 3 and 5 above for the remainder of the term of this Agreement.
(iii) The Employee may elect to terminate this Agreement at any time not for
cause provided he delivers written notice of such intention to terminate not
less than one year prior to the date of such termination. All compensation shall
cease as of the effective date specified in such notice.
11. Death: If Employee dies during the term of this Agreement, this Agreement
shall be terminated and Corporation shall pay to the estate of Employee the
salary payable to Employee pursuant to paragraph 3 hereof for a period of one
(1) years following the date of death of Employee or through the provisions of a
"key man" life insurance purchased by the Corporation.
12. Bonus: To provide greater incentive for the Employee by rewarding him with
additional compensation, a bonus in the form of cash or stock may be paid to the
employee after a vote of the Board of Directors in the light of the Employee's
contribution to the corporation.
13. Limitations on Authority: Without the express written consent from the Board
of Directors of the Corporation the Employee shall have no apparent or implied
authority to:
Pledge the credit of the Corporation other than in the ordinary course of
business.
a) Release or discharge any debt due the Corporation unless the
Corporation has received the full amount thereof other than in the
ordinary course of business.
b) Sell, mortgage, transfer or otherwise dispose of any assets of the
Corporation.
14. Survival of Representations and Warranties: The warranties, representations,
covenants and agreements set forth herein shall be continuous and shall survive
the termination of this Agreement or any part hereof.
15. Entire Agreement: This Agreement contains the entire understanding between
the parties hereto with respect to the transactions contemplated hereby, and
this Agreement supersedes in all respects all written or oral understandings and
agreements heretofore existing between the parties hereto.
16. Amendment and Waiver: This Agreement may not be modified or amended except
by an instrument in writing duly executed by the parties hereto. No waiver of
compliance with any provision or condition hereof and no consent provided for
herein shall be effective unless evidenced by an instrument in writing duly
executed by the party hereto sought to be charged with such waiver or consent.
17. Notices. Notices and requests required or permitted hereunder shall be
deemed to be delivered hereunder if mailed with postage prepaid or delivered, in
writing as follows:
As to corporation: As to Employee:
Petcare Television Network Xxxxxx Xxxxx
Xxxxxx Xxxxx, Secretary 00000 Xxxxxxx Xx.
0000 Xxxxxxxx Xxxxx Xxxx, Xx 00000
Xxxxxxx, XX 00000
18. Counterparts: This Agreement may be executed in one or more counterparts,
and all counterparts shall constitute one and the same instrument.
19. Captions: Captions used herein are for convenience only and are not a part
of this Agreement and shall not be used in construing it.
20. Execution of Document: At any time and from time to time, the parties hereto
shall execute such documents as are necessary to effect this Agreement.
21. Arbitration: Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, or regarding the failure or refusal to perform
the whole or any part of this Agreement shall be settled by arbitration in a
mutually agreeable location, in accordance with the rules of the American
Arbitration Association, and the judgment upon the award rendered may be entered
in any court having jurisdiction hereof. Any decision made by an arbitrator or
by the arbitrators under the provision shall be enforceable as a final and
binding decision as it if were a final decision or decree of a court of
competent jurisdiction.
22. General Provisions:
a) Assignability: This Agreement shall not be assignable by any of the
parties to this Agreement without the prior written consent of all
other parties to this Agreement.
b) Venue Process: The parties to this Agreement agree that jurisdiction
and venue shall properly lie in the United States District Court for
Las Vegas, Nevada, with respects to any legal proceedings arising from
this Agreement. Such jurisdiction and venue is merely permissive; and
jurisdiction and venue also shall continue to lie in any court where
jurisdiction and venue are to be proper.
c) The parties further agree that the mailing of any process shall
constitute valid and lawful process against them.
d) Governing Law: The validity, construction and enforcement of, and the
remedies hereunder, this Agreement shall be governed in accordance
with the laws of the State of Nevada (except that if any choice of law
provision under Nevada law would result in Nevada application of the
law of a state or jurisdiction other than the State of Nevada such
provision shall not apply).,
e) Severability of Provisions: The invalidity or unenforceability of any
particular provisions hereof shall not affect the remaining provisions
of this Agreement, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
f) Successors and Assigns: The rights and obligations of the parties
hereunder shall inure to the benefit of, and be binding and
enforceable upon the respective heirs, successors, assigns and
transferees of either party.
g) Reliance: All representations and warranties contained herein, or any
certificate of other instrument delivered in connection herewith,
shall be deemed to have been relied upon by the parties hereto,
notwithstanding any independent investigation made by or on behalf of
such parties.
h) Time: Time is of the essence in this Agreement.
i) Attorney's Fees: The parties hereby agree that in the event any of the
terms and conditions contained in this Agreement must be enforced by
reason of any past, existing must be enforced by reason of an past,
existing or future delinquency of payment, or failure of observance or
of performance by any of the parties hereto, in such instance, the
defaulting party shall be liable for reasonable collection and/or
legal fees, trial and appellate levels, any expenses and legal fees
incurred, including time spent in supervision of paralegal work and
paralegal time, and any other expenses, and costs incurred in
connection with the enforcement of any available remedy.
IN WITNESS WHEREOF, the undersigned have hereunto caused this Agreement to be
executed the day and year above written.
PETCARE TELEVISION NETWORK, INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
President
/s/ Xxxxxx Xxxxx
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Employee
