EXHIBIT 10.17
EMPLOYMENT AGREEMENT
This contract of Employment is made and entered into by and between Xxxxxx
Xxxxxx, Inc., a Tennessee corporation, hereinafter referred to as "Employer",
and Xxxxx Xxxx, hereinafter referred to as "Employee."
Employer desires to employ Employee in the capacity of Sr. Vice President,
Trade Sales & Christian Markets, with all principal powers, duties and
responsibilities attendant thereto, and such other duties as shall be requested
of Employee by the Company, and Employee desires to be so employed by Employer.
In consideration therefore, the parties mutually agree as follows:
A. TERM OF AGREEMENT
-----------------
The term of this contract shall be for a period of one (1) year commencing on
January 27, 1998 and thereafter shall automatically renew for additional
thirty (30) day periods unless 1) cancelled upon thirty (30) days written
notice by either party or 2) superseded by a new employment agreement.
B. EMPLOYEE COMPENSATION
---------------------
Employee's remuneration shall be as set forth in Schedule A attached to this
Agreement and incorporated herein.
C. EMPLOYEE CONDUCT
----------------
As Sr. Vice President, Trade Sales & Christian Markets, Employee recognizes and
understands his fiduciary relationship with and responsibilities to Employer.
Employee therefore promises to act always in good faith and in the best
interests of Employer in the discharge of his duties and obligations.
Further, Employee agrees to devote his full time and efforts to his employment
with Employer. Should Employee during the term of this Agreement fail to so
devote his full working time and efforts to the benefit of Employer for any
reason other than illness or disability, or should he engage in any activity
or business enterprise competing or conflicting with the business or activities
of Employer, its subsidiaries, partners, or agents, or should he engage in any
illegal or criminal conduct or acts of insubordination, or should he violate
any of the terms and provisions of Subparagraph D(1) hereunder, then Employer,
at its sole discretion, may terminate the employment of Employee immediately.
All Employee's rights hereunder shall end upon such termination by Employer and
Employee's only rights in such event shall be to receive all salary accrued
through the date of termination.
D. CONFIDENTIAL CLAUSES AND NON-COMPETITION AGREEMENT
--------------------------------------------------
Employee further agrees as follows:
(1) During Employment by Employer:
Confidential Information
Employee recognizes and acknowledges that there are certain trade secrets
related to Employer's Bible, book, gift, and related businesses including,
but not limited to, the names, royalties, account information and/or
business relationships pertaining to Employer's artists, authors, writers,
customers, and manufacturers, as well as certain information related to
manufacturing schedules and procedures, new products, future plans,
marketing practices, sales volumes of various products, and other items
of Employer's businesses not specifically mentioned herein.
Employee recognizes and understands that he holds a position of fiduciary
privilege, and except as authorized in writing by Employer, he agrees
during the term of this Agreement and thereafter to refrain from
disclosing to any person, firm, corporation, partnership, association or
other business entity, or to use for his own benefit, any trade secrets,
unique business information, plans, products, manufacturing data, customer
lists, author or artist lists, or any other confidential information
relating to any and all ongoing business activities of Employer, or its
parent company, or its subsidiaries the disclosure of which he knows, or
in the exercise of reasonable care should have reason to know, may, can,
or will be damaging or harmful to Employer's business activities or those
of its parent company, affiliates, or subsidiaries, or which disclosure
shall serve to direct or divert corporate opportunities, product sales,
and/or profits away from Employer, its parent company, its affiliates,
its subsidiaries, partners, or agents, to the person, firm, corporation,
partnership, association, or the given entity to whom or to which such
disclosure is made.
(2) Subsequent to Termination of Employment:
Non-Competition
Employee agrees that for a period extending two (2) years from the date of
Employee's termination with Employer for any reason:
(i) He will not negotiate or enter into any contract with any artist,
author, writer, editor, designer, packager or other person who, at
the time of termination, is under contract to Employer, or its
parent, affiliates or subsidiaries, or with whom Employer or its
parent, affiliates or subsidiaries is negotiating at such time, or
with whom Employer or its parent, affiliates or subsidiaries enters
into any contract or agreement during the non-compete period
hereunder. Employee further agrees not to negotiate or enter into
contract with any of the above persons for a period of two (2) years
following the expiration of any such person's contract with Employer
or its parent, affiliates or subsidiaries.
(ii) He will not attempt to procure, nor encourage others to procure, the
employment of any employees of Employer or its parent, affiliates
or subsidiaries who are employed at the time of execution hereof, or
such employees as may become employed by Employer or any of its
subsidiaries during the non-compete period hereunder.
(iii) He will not engage in publishing, producing, selling or distributing
Bibles, religious or secular books, or audio/video product, or
religious or secular gift or stationery products, nor divert to
other companies any artists, authors, writers, editors, designers,
packagers, or any other person under contract with Employer or its
parent, affiliates or subsidiaries or with whom Employer is
negotiating at the time of termination, in any geographical region
in which Employer or its parent, affiliates or subsidiaries conduct
such business or sell such products both as of the time of execution
hereof and throughout the non-compete period hereunder.
(iv) He agrees never to make, utter, write, nor otherwise publish
derogatory or defamatory statements which can, may, or do cause
harm, whether intended or not, to the relationship between Employer
or its parent, affiliates, or subsidiaries and any of their
customers, personnel, producers, artists, authors, or writers.
E. REMEDIES
--------
Employee acknowledges that he will receive privileged information from Employer
during his employment and that he will have substantial access to Employer's
trade secrets, business information and personnel data. In consideration of
his employment and the privilege of access to Employer's trade secrets,
information, business methods and procedures, and personnel data, Employee
acknowledges that the restrictions contained within paragraph D are reasonable
and necessary in order to preserve Employer's legitimate interests and that any
violation thereof would result in irreparable injury to Employer for which
monetary damages would be an inadequate remedy. Therefore, Employee
acknowledges and agrees that in the event of any violations thereof, Employer
may seek from any court of competent jurisdiction preliminary and permanent
injunctive relief as well as an equitable accounting of all Employee's profits
or benefits arising out of such violation, which rights shall be cumulative and
in addition to any other action or remedies to which Employer may be entitled.
In the event that any Non-Competition provision of this Agreement shall be held
by a court of competent jurisdiction to be, in any respect, an unreasonable
restriction of Employee, then the court so holding may reduce the territory to
which it pertains and/or the period of time to which it operates or effect any
other change to the extent necessary to render the Non-Competition provisions
and the Non-Disclosure of Information provisions of this Contract enforceable
by the said court.
F. WAIVERABILITY OF PROVISIONS
---------------------------
In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected nor impaired thereby and such
provisions shall be enforced to the fullest extent possible in accordance
with the mutual intent of the parties hereto.
G. NON-WAIVER AGREEMENT
--------------------
No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and is signed
by the Employee and an officer of Employer. No waiver by either party hereto
of the other party's compliance with, or breach of, any condition or provision
herein to be performed by said party shall constitute a simultaneous waiver
of any other terms, provisions or conditions herein nor shall such waiver by
either party constitute a continuing waiver of said pertinent term, provision,
or condition subsequent thereto unless such continuation of waiver is agreed
to in writing by the parties pursuant to the terms of this paragraph.
H. WARRANTIES AND REPRESENTATION
-----------------------------
This Agreement, including attachments, contains the entire agreement between
the parties hereto and no agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made
by either party which are not set forth expressly in this Agreement.
I. APPLICABLE LAW
--------------
The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Tennessee and the parties hereto
submit to the exclusive jurisdiction of the courts of Davidson Country,
Tennessee, which shall be the venue for resolution of any dispute arising
herefrom. The costs of any such litigation to enforce all or part of this
Agreement, including without limitation, court costs and attorney's fees,
shall be paid by the party found to be in default hereunder or who is
otherwise found to be acting or to have acted contrary to the term hereof.
Agreement is made and entered into this 25th day of March, 1998.
ACCEPTED BY XXXXXX XXXXXX, INC.
/s/ Xxxxx Xxxx By: /s/ Xxx Xxxxx
-------------------------- --------------------------
Xxxxx Xxxx Name: Xxx Xxxxx
--------------------------
Title: CEO
--------------------------
