EXHIBIT 10.10
THIS EMPLOYMENT AGREEMENT IS ENTERED INTO AS OF THE 27TH DAY OF FEBRUARY 2003.
BETWEEN: TOUCHTUNES DIGITAL JUKEBOX INC., incorporated under the
Canada Business Corporations Act and with its head office at
Three Commerce Place, 4th floor, Nuns' Island, Verdun,
Province xx Xxxxxx, Xxxxxx X0X 0X0;
(Hereinafter referred to as the "CORPORATION")
AND: XX. XXXX XXXXXXXXXXX, 0000 XXXXX XXXXXXXX, XXXXXXXXXXX,
XXXXXX, X0X 0X0
(Hereinafter referred to as the "EXECUTIVE")
IT IS AGREED AS FOLLOWS:
WHEREAS the Corporation wishes to retain the services of Executive to
provide the services hereinafter described during the term hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESS that in consideration of the
mutual covenants and agreements here contained and for other good and valuable
consideration, the parties agree as follows;
1 TERM
1.1 The Corporation shall employ Executive for an indefinite term; such
employment shall have commenced on January 1, 2003.
2 DUTIES
2.1 The Corporation hereby confirms having agreed to engage Executive as
Executive Vice President, New Business Development and Marketing. In
such capacity, Executive shall perform such duties and exercise such
powers pertaining to such role for the Corporation and its affiliates.
2.2 By his acceptance hereof, Executive agrees to devote substantially all
of his working time, attention and skill to the Corporation and to make
every effort
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necessary to promote the success of the Corporation's business and
perform adequately the duties that are assigned to him.
3 REPORTING PROCEDURES
3.1 Executive shall report directly to the President and Chief Executive
Officer of the Corporation or such other person as designated by the
Corporation from time to time.
4 REMUNERATION
4.1 The annual base salary payable to Executive for his services hereunder
shall be CDN $180,000, exclusive of bonuses, benefits and other
compensation. The annual base salary payable to Executive pursuant to
the provisions of this Section 4 shall be payable in equal bi-weekly
installments in accordance with the Corporation's normal practices
less, in any case, any deductions or withholdings required by law.
4.2 The Corporation shall provide Executive with employee benefits
comparable to those provided by the Corporation from time to time to
other senior executives of the Corporation.
5 STOCK OPTIONS
5.1 Subject to the approval of the Board of Directors, Executive shall be
granted, within 120 days from the commencement of his employment, an
option to purchase shares of the common stock of TouchTunes Music
Corporation (hereinafter "TTMC") in conformity with the TouchTunes
Music Corporation 2000 Long-Term Incentive Plan. The number of options
to be granted will be determined within the 120-day period and will be
comparable to those provided to other senior executives of the
Corporation.
5.2 Options shall vest over a four-year period in equal annual
installments.
5.3 In the event of a Change of Control of the Corporation or upon the
disability or the death of Executive, all options to purchase common
shares in the share capital of the Corporation granted to Executive
shall become immediately vested.
5.4 For the purpose of this Agreement, Change of Control shall occur when
the Corporation is amalgamated, merged or consolidated with another
corporation or that all or substantially all of the assets or more than
50% of the outstanding voting shares of the Corporation is acquired by
any other corporation or person or group of persons, or Xx Xxxxxx and
Innovatech together cease to control more than 50% of the outstanding
voting shares of the Corporation. Xx Xxxxxx shall mean Xx Xxxxxx de
depot et placement du Quebec and its subsidiaries and Innovatech shall
mean Societe Innovatech du Grand Montreal.
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6 BONUS
6.1 Executive is entitled to an annual bonus. Said bonus shall be payable
on an annual basis and within the guidelines set by the compensation
committee. Such bonus will be based upon the achievement of the budget
plan ("BP") of the Corporation, as approved by the Corporation's Board
of Directors and will be capped at 35% of base salary. The bonus will
be based upon a prorated percentage of the Corporation's achievement
versus BP as set out in Exhibit 1 to this agreement. In addition,
Executive is entitled to an additional bonus at the discretion of the
compensation committee up to an additional 10% of his annual base
salary as set out in Exhibit 1.
6.2 Executive shall be entitled to a commission based on net paid
advertising revenues brought to the Corpoartion by Exceutive. Said
commission will be calculated and paid yearly according to Exhibit 2 of
this agreement.
7 VACATION
7.1 Executive shall be entitled to four (4) weeks of paid vacation per
fiscal year of the Corporation. Should Executive decide not to take all
the vacation to which he is entitled in any fiscal year, Executive
shall be entitled to take up to one (1) week of such vacation in the
next following fiscal year. Upon termination under Section 9, Executive
is entitled to payment for a maximum of one (1) week of unused
vacation.
8 EXPENSES
8.1 Executive shall be reimbursed for all reasonable travel and other
out-of-pocket expenses incurred by Executive from time to time in
connection with carrying out his duties hereunder. For all such
expenses Executive shall furnish to the Corporation supporting evidence
for expenses in respect of which Executive seeks reimbursement.
9 TERMINATION
9.1 This agreement may be terminated, except for continuing obligations
hereunder as at any such termination, in any of the following
eventualities and with the following consequences:
9.1.1 at any time, for Cause, on simple notice from the Corporation to
Executive the whole without any other notice or any pay in lieu of
notice or any indemnity whatsoever from the Corporation to Executive,
and any further claims or recourse by Executive against the Corporation
or its affiliates in respect of such termination; or
"CAUSE" shall mean cause for dismissal without either notice or payment
in lieu of
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notice for reasons of fraud, embezzlement, gross negligence, willful
and careless disregard or gross dereliction of duty, incapacity or
refusal to perform employment functions due to drug use or alcohol
addiction, conviction of a felony, serious breach of duty not
corrected within thirty (30) days of notice to that effect and
discriminatory practices governed by statute.
9.1.2 Upon three (3) months notice in writing from Executive to the
Corporation, specifying his intention to resign, in which event the
Corporation shall only be obliged to pay Executive twelve (12) months
of Executive's base salary at the time of departure.
9.1.3 Upon written notice from the Corporation to Executive in the event of
termination of his employment without Cause, in which event the
Corporation shall pay Executive an indemnity in lieu of notice equal to
twelve (12) months of Executive's base salary at the time of
termination, and the Corporation shall have no further obligations
hereunder in the event of such termination. Such indemnity shall be
paid to Executive in a lump sum upon receipt by the Corporation of a
signed Release and Discharge as set out in Exhibit 3 of this agreement.
Executive shall have no further claims or recourse against the
Corporation or any of its affiliates in respect of such termination; or
9.2 For Disability/Death
9.2.1 The Corporation may immediately terminate this agreement by
notice to Executive if Executive becomes permanently
disabled. Executive shall be deemed to have become
permanently disabled in the event of any mental incapacity
or physical disability of such severity that Executive shall
have been unable to attend to any normal duties with the
Corporation for more than nine (9) consecutive months in any
year or for twelve (12) months out of any period of
twenty-four (24) consecutive months during the employment
period.
9.2.2 This agreement shall terminate without notice upon the death
of Executive.
10 SEVERANCE PAYMENTS
10.1 Upon termination of Executive's employment for cause or by the
voluntary termination of employment of Executive as set forth in
Section 9.1.1 and 9.1.2, Executive shall not be entitled to any
severance payment.
10.2 If Executive's employment is terminated for any reason other than the
reasons set forth in Section 9.1.1 and 9.1.2, Executive shall be
entitled to receive, an indemnity in lieu of notice equal to twelve
(12) months of Executive's base salary at the time of termination, such
indemnity shall be paid to Executive in a lump sum upon receipt by the
Corporation of a signed Release and Discharge as set out in Exhibit 3
of this
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agreement. All unvested options that would have vested during the
twelve (12) month period following the date of such termination shall
become vested at the date of such termination.
10.3 Upon termination of Executive's employment for disability or death as
set forth in Section 9.2, all options to purchase common shares in the
share capital of TTMC granted to Executive shall become vested
immediately.
11 CONFIDENTIALITY
11.1 Executive shall not, directly or indirectly, without the specific prior
written consent of the Corporation, at any time after the date hereof,
divulge to any business, enterprise, person, firm, corporation,
partnership, association or other entity, or use for Executive's own
benefit, (i) any confidential information concerning the businesses,
affairs, customers, suppliers or clients of the Corporation or its
affiliates, including, without limitation, any trade secret (process,
plan, form, marketing strategy, etc.), all computer programs in any
form (diskette, hard disk, tape, printed circuit, etc.), all access
codes to computer programs together with any plan, sketch, diagram,
card, contract, bid, price list and client list relative to the
Corporation's business, or (ii) any non-public data or statistical
information of the Corporation or its affiliates, whether created or
developed by the Corporation or its affiliates or on their behalf or
with respect to which Executive may have knowledge or access
(including, without limitation, any of the foregoing created or
developed by Executive), it being the intent of the Corporation and
Executive to restrict Executive from disseminating or using any data or
information that is at the time of such use or dissemination
unpublished and not readily available or generally known to persons
involved or engaged in businesses of the type engaged in from time to
time by the Corporation (the "Confidential Information"). For purposes
of this Employment Agreement, Confidential Information shall not be
deemed to include:
11.1.1 Information that, at the time of disclosure under this
Employment Agreement or during Executive's employment, is in
the public domain or that, after disclosure under this
Employment Agreement or in connection with Executive's
employment, becomes part of the public domain by publication
or otherwise through no action or fault of Executive or any
other party subject to an obligation of confidentiality;
11.1.2 Information that the Corporation authorizes Executive to
disclose in writing; or
11.1.3 Information that Executive is required to disclose pursuant
to a final court order that the Corporation has had an
opportunity to contest prior to any such disclosure.
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11.2 This undertaking to respect the confidentiality of the Confidential
Information and to not make use of or disclose or discuss it to or with
any person shall continue to have full effect notwithstanding the
termination of Executive's employment with the Corporation for a period
of one (1) year following the date of such termination.
12 NON-SOLICITATION
12.1 Executive agrees that he shall not, during his employment and for a
period of twelve (12) months following the termination of his
employment, on his own behalf or on behalf of any person, whether
directly or indirectly, in any capacity whatsoever, alone, through or
in connection with any person, employ, offer employment to or solicit
the employment or the engagement of or otherwise entice away from the
employment of the Corporation or its subsidiaries, any individual who
is employed by the Corporation or its subsidiaries at the time of the
termination of Executive's employment or who was employed by the
Corporation or its subsidiaries in the six (6) month period preceding
the termination of Executive's employment.
13 NON-COMPETITION
13.1 Executive agrees that during the Employment Term and for a period of
twelve (12) months after Executive ceases to be employed by the
Corporation, Executive shall not, directly or indirectly, for
Executive's own account or as an employee, officer, director, partner,
joint venture, shareholder, investor, consultant or otherwise (except
as an investor in a corporation whose stock is publicly traded and in
which Executive holds less than 5% of the outstanding shares) engage in
any business or enterprise, in the United States of America, that
directly or indirectly competes with the business of the Corporation,
as it exists now or in the future during the Employment Term.
14 INTELLECTUAL PROPERTY
14.1 For the purposes of this Agreement, the term "Inventions" means
ideas, designs, concepts, techniques, inventions and discoveries,
whether or not patentable or protectable by copyright and whether or
not reduced to practice, including but not limited to devices,
processes, drawings, works of authorship, computer programs, methods
and formulas together with any improvement thereon or thereto,
derivative works therefrom and know-how related thereto made, developed
or conceived by Executive while at the employment of the Corporation
during working hours using the Corporation's data or facilities and
which relates to the Corporation's areas of business.
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14.2 Executive shall assign and hereby does assign all Inventions to the
Corporation. Executive shall disclose all Inventions in writing to the
Corporation, shall assist the Corporation in preparing patent or
copyright applications for Inventions, and execute said applications
and all other documents required to obtain patents or copyrights for
those Inventions and/or to vest title thereto in the Corporation, at
the Corporation's expense, but for no additional consideration to
Executive. In the event that the Corporation requires assistance under
this Section after termination of employment, Executive shall provide
such assistance at the cost and expense of the Corporation.
14.3 During the term of this Agreement or after termination, on request of
the Corporation and at the cost and expense of the Corporation,
Executive shall execute specific assignments in favor of the
Corporation or nominees of any of the Inventions covered by this
Section, as well as execute all papers and perform all lawful acts that
the Corporation considers reasonably necessary or advisable for the
preparation, prosecution, issuance, procurement and maintenance of
patent or copyright applications and patents and copyrights for the
Inventions, and for transfer of any interest Executive may have, and
shall execute any and all papers and lawful documents required or
necessary to vest title in the Corporation or its nominee in the
Inventions.
15 ENFORCEABILITY
15.1 Executive hereby confirms and agrees that the covenants and
restrictions pertaining to Executive contained in this agreement,
including, without limitation those contained in Sections 11 to 15
hereof, are reasonable and valid.
15.2 Without limiting the remedies available to the Corporation, Executive
hereby expressly acknowledges and agrees that a breach of the covenants
contained in Sections 11 to 15 may result in materially irreparable
harm to the Corporation for which there is no adequate remedy at law;
that it will not be possible to measure damages for such injuries
precisely, and that, in the event of such a breach, the Corporation
shall be entitled to obtain any or all of a temporary restraining order
and a preliminary or permanent injunction restraining Executive from
engaging in activities prohibited by the provisions of Sections 11 to
15 or such other relief as may be required to enforce specifically any
of the covenants of Sections 11 to 15. Such proceedings shall not
preclude the Corporation from claiming for damages that it has
suffered.
16 RETURN OF MATERIALS
16.1 All files, forms, brochures, books, materials, written correspondence,
memoranda, documents, manuals, computer disks, software products and
lists (including lists of customers, suppliers, products and prices)
pertaining to the business of the Corporation or any of its affiliates
and associates that may come into the possession
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or control of Executive shall at all times remain the property of the
Corporation or such subsidiary or associate, as the case may be. On
termination of Executive's employment for any reason, Executive agrees
to deliver promptly to the Corporation all such property of the
Corporation in the possession of Executive or directly or indirectly
under the control of Executive. Executive agrees not to make for his
personal or business use or that of any other party, reproductions or
copies of any such property or other property of the Corporation.
17 GOVERNING LAW
17.1 This agreement shall be governed by and construed in accordance with
the laws of the province of Quebec.
18 SEVERABILITY
18.1 If any provision of this agreement, including the breadth or scope of
such provision, shall be held by any court of competent jurisdiction to
be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remaining provisions, or part thereof, of this agreement and such
remaining provisions, or part thereof, shall remain enforceable and
binding.
19 NO ASSIGNMENT
19.1 Executive may not assign, pledge or encumber Executive's interest in
this agreement nor assign any of the rights or duties of Executive
under this agreement without the prior written consent of the
Corporation.
20 SUCCESSORS
20.1 This agreement shall be binding on and inure to the benefit of the
successors and assigns of the Corporation and the heirs, executors,
personal legal representatives and permitted assigns of Executive.
21 SURVIVAL OF COVENANTS
21.1 Insofar as any of the obligations contained in this agreement are
capable of surviving termination of this agreement they shall so
survive and continue to bind Executive notwithstanding the termination
of the agreement for whatsoever reason.
22 COMPLETE UNDERSTANDING
22.1 Once signed, this agreement supersedes and voids all prior written
and/or oral agreements between Executive and the Corporation with
regard to Executive's terms of employment with the Corporation. This
agreement may not be changed orally, but only in an agreement in
writing signed by both parties.
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23. LEGAL ADVICE
23.1 Executive hereby represents and warrants to the Corporation and
acknowledges and agrees that he had the opportunity to seek and was not
prevented nor discouraged by the Corporation from seeking independent
legal advice prior to the execution and delivery of this agreement and
that, in the event that he did not avail himself of that opportunity
prior to signing this agreement, he did so voluntarily without any
undue pressure and agrees that his failure to obtain independent legal
advice shall not be used by him as a defense to the enforcement of his
obligations under this agreement.
24. LANGUAGE
24.1 The parties hereto specifically requested that the present agreement be
drawn up in English. Les parties aux presentes ont specifiquement
requis que cette convention soit redigee en anglais.
(SIGNATURES ON PAGE 10.)
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IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
date first above written.
TOUCHTUNES DIGITAL JUKEBOX INC.
/s/ Xxxx Xxxxxxxxx
-----------------------------------
per: Xxxx Xxxxxxxxx, President and CEO
EXECUTIVE
/s/ Xxxx Xxxxxxxxxxx
-----------------------------------
Xxxx Xxxxxxxxxxx
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CORPORATION EXECUTIVE
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BONUS PLAN
Exhibit I
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Xxxx Xxxxxxxxxxx Base: $180.00
(C$ 000's)
Prorated Prorated
---------------------- -------------------------------------------------------
Company Results Less than 90% 90% 95% 100% 110% 120% 130% 140% 150%
Based Bonus
Results % 0.00% 5.00% 11.50% 18.00% 21.40% 24.80% 28.20% 31.60% 35.00%
Bonus $ $0.00 $9.00 $20.70 $32.40 $38.52 $44.64 $50.76 $56.88 $63.00
Prorated Prorated
---------------------- -------------------------------------------------------
Discretionary Less than 90% 90% 95% 100% 110% 120% 130% 140% 150%
Bonus
Results % 0.00% 5.00% 6.25% 7.50% 8.00% 8.50% 9.00% 9.50% 10.00%
Bonus $ $0.00 $9.00 $11.25 $13.50 $14.40 $15.30 $16.20 $17.10 $18.00
Prorated Prorated
---------------------- -------------------------------------------------------
Total Bonus Less than 90% 90% 95% 100% 110% 120% 130% 140% 150%
Results % 0.00% 5.00% 5.00% 7.50% 8.00% 8.50% 9.00% 9.50% 10.00%
Bonus $ $0.00 $18.00 $31.95 $45.90 $52.92 $59.94 $66.96 $73.98 $81.00
Bonus $/Base 0.00% 10.00% 17.75% 25.50% 29.40% 33.30% 37.20% 41.10% 45.00%
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Xxxx Xxxxxxxxxxx
(C$ 000's)
More than Inc. % point Inc. % point
Company Results 150% under 100% BP over 100% BP
Based Bonus
Results % 35.00% 1.30% 0.34%
Bonus $ $63.00
More than Inc. % point Inc. % point
Discretionary 150% under 100% BP over 100% BP
Bonus
--------- ------------- ------------
Results % 10.00% 0.25% 0.05%
Bonus $ $18.00
More than
150%
Total Bonus
---------
Results % 10.00%
Bonus $ $81.00
Bonus $/Base 45.00%
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1. Budget information refers to the annual business plan presentation as
submitted and approved by the Board of Directors.
/s/ Xxxx Xxxxxxxxx /s/ Xxxx Xxxxxxxxxxx
-------------------------- --------------------------
Xxxx Xxxxxxxxx Xxxx Xxxxxxxxxxx
Exhibit II
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Xxxx Xxxxxxxxxxx
(US$ 000's)
From From From From From In
$0 $50,001 $150,001 $450,001 $0 Excess
Advertising Based Commission to to to to to of
$50,000 $150,000 $450,000 $1,000,000 $1,000,000 $1,000,000
-------------------------------------------------------------------------------------------------------------- ----------------
Gross Paid Advertising $50,000 $100,000 $300,000 $550,000 $1,000,000 $500,000
Less Agency Fees 15% $7,500 $15,000 $45,000 $82,500 $150,000 $75,000
Less All Direct Costs 15% $7,500 $15,000 $45,000 $82,500 $150,000 $75,000
------- ------- -------- -------- -------- --------
Net Paid Advertising $35,000 $70,000 $210,000 $385,000 $700,000 $350,000
Participation % 12.0% 13.0% 14.0% 15.0% 14.4% 16.0%
Bonus US$ $4,200 $9,100 $29,400 $57,750 $100,450 $56,000
Net to TTMC $30,800 $60,900 $180,600 $327,250 $599,550 $294,000
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1. Agency fees and Direct Costs are BOTH estimated at 15% of Gross Revenues.
For purpose of bonus calculation, agency fees and direct costs will be
actual expenses paid by the Company. If these costs exceed 15% of Gross
Revenues respectively, they will be each capped at 15%. Included in direct
costs are all direct expenses incurred in the normal course of obtaining
adverting revenue such as promotional expenses directly connected with
advertising, any profit sharing arrangements with TTMC's Operators, and any
other direct costs.
2. Any unpaid Advertising revenue paid in a subsequent period (or year) will
be paid to Executive according to the same formula as soon as it is
received by the Company.
/s/ Xxxx Xxxxxxxxx /s/ Xxxx Xxxxxxxxxxx
-------------------------- --------------------------
Xxxx Xxxxxxxxx Xxxx Xxxxxxxxxxx
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EXHIBIT 3
RELEASE AND DISCHARGE AGREEMENT
(hereinafter the "Agreement')
BETWEEN: TOUCHTUNES DIGITAL JUKEBOX INC., having its head office at
Three Commerce Place, 4th floor, Nuns' Island, Verdun,
Province of Xxxxxx X0X 0X0
(hereinafter, the "CORPORATION")
AND: XXXX XXXXXXXXXXX, domiciled and residing at 0000 XXXXX
XXXXXXXX, XXXXXXXXXXX, XXXXXX, X0X 0X0
(hereinafter, "XXXXXXXXXXX")
WHEREAS the Corporation and Xxxxxxxxxxx entered into an employment contract on
or about February 8, 2003 (hereinafter, the "EMPLOYMENT AGREEMENT");
WHEREAS the employment of Xxxxxxxxxxx with the Corporation was terminated
on __________________;
WHEREAS the parties agree that, notwithstanding anything to the contrary in the
Employment Agreement, and the TouchTunes Music Corporation 2000 Long-Term
Incentive Plan or elsewhere, the terms and conditions related to the termination
of Xxxxxxxxxxx'x employment with the Corporation, shall be set forth in the
present Agreement;
WHEREAS the parties have had the opportunity to seek assistance and counsel.
WHEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. The preamble shall form an integral part of this Agreement.
2. The parties recognize that Xxxxxxxxxxx'x employment with the Corporation
was terminated on __________________ ("TERMINATION DATE"). In consideration
of
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Xxxxxxxxxxx'x undertakings and release which are set forth in Section 4
below, the Corporation undertakes to do the following:
i. Pay to Xxxxxxxxxxx, on __________________, a gross amount representing
twelve (12) months of his base salary less all applicable deductions,
namely, a net amount of $__________________;
ii. allow all unvested options granted to Xxxxxxxxxxx that were to vest
during the twelve-month period following the Termination Date to
become vested at Termination Date, in accordance with the Employment
Agreement;
iii. allow Xxxxxxxxxxx to exercise all of his vested options for a ninety
(90) day period after __________________, in compliance with the
Touchtunes Music Corporation 2000 Long-Term Incentive Plan.
3. In consideration of the Corporation's undertakings as described in Section
2 above, Xxxxxxxxxxx shall:
i. recognize that all of his benefits ceases on __________________ and
that it is his responsibility to convert his benefits into personal
coverage or to find comparable personal coverage;
ii. release and forever discharge the Corporation, its related entities,
their directors, successors, insurers, employees, agents,
representatives and assigns of any and all claims, actions or causes
of action of any nature whatsoever, past, present or future, being
directly or indirectly related to his employment with the Corporation
or the termination thereof;
iii. recognize that the consideration which will be remitted to him, as
described in Section 2 above, include all amounts for salary, bonus,
benefits, vacation pay, payment in lieu of notice, termination pay,
severance pay, stock options and any other amounts related to his
employment or the termination thereof to which he may be entitled
pursuant to the LABOUR STANDARDS ACT, the QUEBEC CHARTER OF HUMAN
RIGHTS AND FREEDOMS, the CIVIL CODE OF QUEBEC, the Employment
Agreement, the Touchtunes Music Corporation 2000 Long-Term Incentive
Plan or any other applicable law or contract;
iv. undertake not to file any complaint, claim, grievance or lawsuit
against the Corporation, its related entities, their directors,
successors, insurers, employees, agents, representatives and assigns
in respect of his capacity as an employee or executive of the Company;
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v. undertake to keep confidential the terms and conditions set out herein
safe for such disclosure as may be required by law or disclosure to
his immediate family members, his professional legal or financial
advisors and only in the strictest confidence;
vi. undertake to comply with the provisions of the Employment Agreement
which shall continue to apply following the Termination Date
including, without limitation:
(a) his obligation to return immediately to the Corporation all
files, forms, brochures, books, materials, written
correspondence, memoranda, documents, manuals, computer disks,
software products and lists (including list of customers,
suppliers, products and prices) pertaining to the business of the
Corporation or any of its affiliates that may have come into his
possession or control, directly or indirectly;
(b) his obligation not to disclose, make use of or discuss
Confidential Information, as defined in Xxxxxxxxxxx'x Employment
Agreement to any person for a period of one (1) year following
the Termination Date;
(c) his obligation not to, for a period of twelve (12) months
following the Termination Date, engage in any business or
enterprise in the United States of America, that directly
competes with the business of the Corporation as it existed at
the Termination Date;
(d) his obligation not to, for a period of twelve (12) months
following the Termination date, solicit any of the Corporation's
employees who was employed by the Corporation or its subsidiaries
at the time of the Termination Date or in the six (6) month
period preceding the Termination Date;
(e) his obligation to execute, after the Termination Date, specific
assignments in favour of the Corporation or nominees for any of
the Inventions covered and defined by the Employment Agreement,
as well as execute all papers and perform all lawful act that the
Corporation considers reasonably necessary or advisable for the
preparation, presentation, issuance, procurement and maintenance
of patent or copyright applications and patents and copyright for
the Inventions, and for transfer of any interest he may have, and
execute any and
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all papers and lawful documents required or necessary to vest
title in the Corporation or its nominee in the Inventions.
vii. Agree that the business of the Corporation referred to in this
Agreement and in the Employment Agreement means the business as
of Termination Date.
5. The parties recognize that the above-mentioned payments by the Corporation
will be made without prejudice and in no way constitute an admission of
liability on the part of the Corporation.
6. This Agreement replaces and supersedes the Employment Agreement and
Touchtunes Music Corporation 2000 Long-Term Incentive Plan but only in
respect of the subject matter hereof.
7. The parties acknowledge having had the opportunity to seek and obtain
counsel and Xxxxxxxxxxx recognizes that the amounts to be remitted to him
herein are sufficient and reasonable.
8. The present Agreement constitutes a transaction within the meaning of
Articles 2631 and following of the CIVIL CODE OF QUEBEC.
9. The parties have expressly requested that the present document be drafted
in English. LES PARTIES ON EXPRESSEMENT DEMANDE QUE LE PRESENT DOCUMENT
SONT REDIGE EN ANGLAIS.
WHEREFORE, THE PARTIES HAVE SIGNED:
TOUCHTUNES DIGITAL JUKEBOX INC.
Per: _________________________ ___________________
Chief Financial Officer Date
______________________________ ___________________
XXXX XXXXXXXXXXX Date
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CORPORATION EXECUTIVE
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