Exhibit 10.1
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EMPLOYMENT AGREEMENT
This Agreement is made this 18th day of April, 2007, by Pop Starz Records,
Inc., a Florida corporation, with its principal place of business at 0000
Xxxxxxxx Xxxx., # 000, Xxxx Xxxxx, Xxxxxxx 00000 ("Pop Starz Records"), and
Xxxxxxxx X. Xxxxxx, whose address is 0000 X. Xxxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx Xxxxx, Xxxxxxx 00000 ("Xxxxxx").
WHEREAS, Pop Starz Records is engaged in the business of developing,
producing, licensing, acquiring and distributing recorded music, primarily in
the currently popular Hip Hop and Pop genres (the "Business"); and
WHEREAS, Pop Starz Records wishes to retain Xxxxxx, and Xxxxxx wishes to be
retained in such capacity and perform certain services for Pop Starz Records, to
promote the interests of the business;
NOW THEREFORE, in consideration of the promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged by each party, the parties, intending to be legally bound, hereby
agree as follows:
1. The above recitals are true and correct and incorporated herein by
reference. The term of this Agreement shall commence on May 1, 2007.
2. Pop Starz Records hereby retains Xxxxxx as President, and Xxxxxx
hereby accepts such engagement, under the conditions and requirements specified
herein, as an employee of Pop Starz Records, with such duties and
responsibilities as may reasonably be assigned pursuant to this Agreement.
3. Xxxxxx'x principal duties shall include but not limited to;
Establish and execute Pop Starz Record's major goals and objectives and provide
leadership, direction, and guidance; Provide leadership, direction, and guidance
of Pop Starz Records activities; Develop and maintain effective organizational
structure and personnel; Manage the daily affairs of the label including
budgets, personnel and programs through subordinates; Represent Pop Starz
Records to the industry; Define, implement and evaluate the development,
production, management, and marketing of all artists, songwriters, producers and
all other creatives; Manage all legal and business affairs and such other
responsibilities as may be reasonably designated by Pop Starz Records Board of
Directors to enhance and promote the Business.
4. Xxxxxx shall work in office a minimum of 40 hours per calendar week
with Pop Starz Records providing suitable working conditions and resources,
currently at 0000 Xxxx Xxx., XX00, Xxxxx Xxxxx, Xxxxxxx 00000. Notwithstanding
the foregoing, Pop Starz Records shall make reasonable allowance for Xxxxxx'x
service rendered on behalf of Pop Starz Records outside of the office, for
example, in attending business-related meetings, events, seminars, etc. Xxxxxx
shall be entitled to two (2) weeks' paid vacation annually as well as national
holidays (such holidays to be designated further by mutual agreement between Pop
Starz Records and Xxxxxx). Xxxxxx'x compensation, payable twice per month, shall
be: (1) $5,000 per month until such time as Pop Starz Records receives its
registration clearance from the Securities and Exchange Commission; (2) $6,000
per month thereafter, until such time as Pop Starz Records receives clearance to
commence trading by the National Association of Securities Dealers; and (3)
$7,000 per month thereafter. Pop Starz Records shall comply with all local,
state and federal regulations with respect to the aforementioned salary by
withholding, deducting and/or paying such sums to governing authorities as
required by law as well as filing the requisite documents related thereto.
Xxxxxx shall receive bonuses as follows: (1) upon Pop Starz Records' clearance
to commence trading by the National Association of Securities Dealers, and (2)
upon execution hereof, 3,000,000 shares of Pop Starz Inc. (pink sheets "PSRZ")
common stock provided, however, that the stock shall be subject to forfeiture on
a pro rata basis in the event Xxxxxx does not remain employed by Pop Starz
Records for a period of three (3) years. On June 1, Xxxxxx shall be provided
with a monthly stipend of $225 as Pop Starz Records' contribution toward
Xxxxxx'x health care coverage. Such amount is to be reviewed at least once every
6 months during the term of this agreement and shall be adjusted accordingly to
equate to the sum that represents 50% of the
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monthly cost of health insurance coverage for other Pop Starz Records employees
under coverage provided through or in connection with Pop Starz Records' group
or individual health insurance coverage plan.
5. Xxxxxx acknowledges that this Employment Agreement is "at will,"
and the parties agree that this agreement may be terminated by either party upon
two (2) week's written notice if "without cause" (for any reason whatsoever).
Pop Starz Records shall also have the right to terminate this agreement "for
cause." For purposes of this agreement, "cause" shall include the inability of
Xxxxxx, through sickness, absence or other incapacity, to perform the duties
required under this agreement for a period in excess of one (1) month; the
refusal of Xxxxxx to follow the reasonable directions of Pop Starz Records Board
of Directors or superior executive officers, if any; dishonesty; theft; or
conviction of a crime. Notwithstanding the foregoing, in the event that Pop
Starz Records terminates this Employment Agreement, it shall provide a so-called
severance payment to Xxxxxx equal to six weeks' salary from the date of
termination.
6. Xxxxxx acknowledges that he will have access to significant
Confidential and Propriety Information of Pop Starz Records including client and
vendor names, Pop Starz Records talent development services and techniques, and
any information, formula, pattern, compilation, program, device, method,
technique, or process that: (a) derives independent economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. Xxxxxx further
acknowledges that all such Confidential and Propriety Information is of unique
and great value to Pop Starz Records, and is essential to Pop Starz Records
preservation of its Business and goodwill. Accordingly, Xxxxxx agrees that all
such Confidential and Propriety Information will be acquired under circumstances
giving rise to a duty to maintain its secrecy or limit its use, and that Xxxxxx
will not misappropriate, or otherwise disclose (directly or indirectly) to any
third party without the written permission of Pop Starz Records, any such
Confidential and Propriety Information. In the event Xxxxxx is required to make
disclosure pursuant to any state or federal law or pursuant to proper court or
similar governmental order, Xxxxxx shall provide Pop Starz Records with at least
twenty (20) days' prior written notice of such required disclosure so that Pop
Starz Records may take such actions, as it may deem necessary or appropriate
(provided that Xxxxxx has received at least 20 days' notice of such requirement
to make disclosure(s)). This provision shall survive termination of this
agreement for a period of one (1) year.
7. Xxxxxx further agrees that any and all products, designs, talent
development techniques, art works and work product of any nature whatsoever
developed by Xxxxxx or anyone at Pop Starz Records, whether or not during
working hours and which has or may have applicability to any aspect of Pop Starz
Records Business, as determined by Pop Starz Records in its sole discretion
(collectively "Work Product"), shall be the sole and exclusive property of Pop
Starz Records, and Xxxxxx hereby irrevocably conveys to Pop Starz Records all of
Xxxxxx'x right, title and interest in and to all Work Product which may be
developed during his employ by Pop Starz Records.
8. Xxxxxx agrees that while this agreement is in effect and for a
period of one (1) year following termination hereof, Xxxxxx will not solicit any
current or former employee of Pop Starz Records or any of Pop Starz Records
actual or prospective artists, clients, vendors, licensees, choreographers,
instructors, songwriters, song producers, song promoters, album distributors,
etc...
9. Xxxxxx agrees that all significant decisions (defined as those
decisions concerning the expenditure of greater than $1000 or major commitments
by Pop Starz Records) made by Pop Starz Records must be ratified in writing by
the President of Pop Starz, Inc., prior to their enactment.
10. Time is of the essence of this agreement. This agreement is made
in the State of Florida and shall be governed by Florida law. This is the entire
agreement between the parties and may not be modified or amended except by a
written document signed by the party against whom enforcement is sought. This
agreement may be signed in more than one counterpart (including by facsimile),
in which case each counterpart shall constitute an original of this agreement.
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Any paragraph headings are for convenience only and are not intended to expand
or restrict the scope or substance of the provisions of this agreement. Wherever
used herein, the singular shall include the plural, the plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as the
context requires. The provisions of this agreement shall be deemed severable, in
whole or in part. Any dispute arising out of or relating to this agreement will
be resolved in the courts of Palm Beach County, Florida, and the prevailing
party shall be entitled to reasonable costs and attorney's fees. This agreement
is a personal services contract and may not be assigned by Xxxxxx without the
prior written consent of Pop Starz Records.
11. Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, agency, or lessor-lessee relationship; but, rather,
the relationship established hereby is that of an employee of Pop Starz Records.
IN WITNESS WHEREOF, the parties have signed this Agreement which becomes
effective as of the date first written above.
Pop Starz Records, Inc.
By: /s/____________
Xxxxxxx Xxxxxx
Interim President
/s/_______________
Xxxxxxxx Xxxxxx
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