As of November 8, 1998
Agreement between Odyssey Pictures Corporation ("Odyssey") and Xxx Xxxxxx
("Xxxxxx")
1. Xxxxxx will be employed as Chief Executive Officer of the Motion Picture
and Television Division of Odyssey. The plan is for Odyssey to form a subsidiary
corporation to deal with motion pictures and television. Although Xxxxxx might
not have the title of President, if a president is appointed, he shall serve
under Xxxxxx. If Odyssey acquires a company or merges with a company which is
specialized in television, with executives in place, in recognition of Odyssey's
ambition to expand, Xxxxxx will be reasonably flexible to accommodate these
plans, without unduly affecting his position in a substantially negative way.
2. Xxxxxx shall perform all duties generally rendered in the industry by
chief executive officers of motion picture and television companies, including
being in charge of production and distribution, both foreign and domestic,
acquiring product, supervising production, seeking out and making co-production
deals, attending film festivals as well as contributing to the management and
overall business of the parent company. Xxxxxx will follow the guidelines and
direction of the parent company as decreed by its executive management of Board
of Directors, of which Board of Directors Xxxxxx shall be a member.
3. Xxxxxx will be appointed to the Board of Directors of Odyssey or any
succeeding parent company. In this connection, he will be covered by customary
directors' and officers' insurance, on a favored nations basis at such earliest
time as such insurance is economically available. Xxxxxx will be entitled to
customary medical insurance on a favored nations basis with other top
management.
4. The start date of Xxxxxx'x services will be November 9, 1998.
5. Xxxxxx is guaranteed three years of employment. The parties will agree
on customary suspension and termination provisions, for illness, death or
disability, as well as material breach.
6. The salary for the first year shall be: $300,000.00, payable on a
monthly basis. The first month's salary should be paid on December 4, 1998.
The salary for the second year shall be $350,000.00, payable on a monthly
basis.
The salary of the third year shall be $400,000.00, payable on a monthly
basis.
7. Xxxxxx will be entitled to a year's bonus of 10% (ten percent) of the
net profits of the motion picture and television division.
Xxxxxx will also be entitled to a year's bonus of 5% (five percent) of the
net profits of the parent company, Odyssey, provided that the Motion Picture and
Television division is responsible for one-half or more of such net profits. To
the extent the Motion Picture and Television Division is responsible for less
than one-half of such profits, Xxxxxx'x bonus shall be proportionately reduced
down to a floor of 1% of 100% of the profits.
The bonuses set forth in the immediately two preceding paragraphs of this
Paragraph 7, shall be computed on the basis of Odyssey's fiscal year, commencing
in June 1999 and terminating in June 2002. The bonus payments shall be made
within thirty (30) days after net profits are filed. If there is a termination
of Xxxxxx'x employment the bonus payment shall be pro-rated taking into account
the number of months worked prior to such termination.
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Xxxxxx'x participation in the net profits of Odyssey, as distinguished from
the net profits of the Motion Picture and Television Division, shall be paid --
not in cash -- but in an equivalent amount of stock in the parent company,
Odyssey. If Odyssey and Xxxxxx mutually agree, Xxxxxx shall be granted stock
options instead of stock.
If Odyssey buys another company or merges with another company, there will
be separate accounting pools and an appropriate reasonable accommodation shall
be made taking the relevant factors into account.
8. The budget for operating the Motion Picture and Television Division has
been agreed not to exceed $600,000.00 which would include the salary of Xxxxxx,
his assistants, overhead, Xxxxxx'x first-class air travel (where available) and
in keeping with Xxxxxx'x stature in the industry, a car allowance of $750 per
month for Xxxxxx, a car telephone for Xxxxxx and reimbursement of his car
telephone business calls, as well as Xxxxxx'x reasonably incurred
business-related expenses.
9. Xxxxxx shall be exclusive to Odyssey, except for fulfilling the
following pre-existing commitments, to the extent these cannot be disposed of or
turned over to Odyssey.
The pre-existing commitments are: Xxxxxx'x non-exclusive services as Executive
Producer for the motion picture currently entitled "TILL THE END OF TIME" ("The
Xxxxxxx X'Xxxxx Story") and the possibility of the services on "THE SECOND
HORESMAN". The services for "THE SECOND HORESMAN" shall be as Executive Producer
and shall be rendered on a non-exclusive minimum basis; if these projects are
turned over to Odyssey, Xxxxxx'x services shall be rendered to the fullest
extent required.
10. Xxxxxx will be allotted up to three weeks of vacation per year.
11. In keeping with customary practices, Xxxxxx will be bound by a
confidentiality agreement.
AGREED TO:
Odyssey Pictures Corporation
By /s/ Odyssey Pictures Corporation /s/ Xxx Xxxxxx
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Xxx Xxxxxx
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AMENDMENT to Agreement between Oydssey Pictures Corporation and Xxx Xxxxxx dated
As of November 8, 1998.
Upon signature of the agreement dated As of November 8, 1998 between
Odyssey Pictures Corporation and Xxx Xxxxxx, Odyssey shall give Xxx Xxxxxx
50,000 (Fifty-Thousand)shares of stock in Odyssey Pictures Corporation.
AGREED TO
Odyssey Pictures Corporation
By /s/Odyssey Pictures Corporation /s/ Xxx Xxxxxx
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Xxx Xxxxxx
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