EMPLOYMENT AGREEMENT
This Agreement is hereby entered on April 14, 1998 by and between
Xxxx Xxxxxxx ("Employee"); and, Holo-World, Inc., a Delaware corporation
(hereafter referred to as "Employer"), with California offices at 00000
Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxxx, XX 00000, whose tax
identification number is 00-0000000
RECITALS
Employee and the Employer desire to enter this Agreement to establish
the working relationship between the parties and set forth the terms and
conditions of employment during the term hereof.
AGREEMENT
1. Duties and Authority: Employee shall be generally responsible as
Vice President of Development of the Company.
Employee agrees that he shall maintain and meet those duties
normally accorded a Vice President of Development of a corporation
and shall loyally and conscientiously act in good faith to perform
such duties as may be assigned to him by the Board of Directors of
the Company.
Employee hereby agrees that his services to be performed are
unique, unusual and extraordinary in nature, which gives them a
particular value, the loss of which may not be easily ascertained
in an action at law. Therefore, Employee agrees that the Company
may seek all redress against Employee for breach of this Agreement.
2. a. Title: Entertainment, Advertising and PR Director.
Term: The term of this Agreement shall be for one (1) year up to and
inclding April 1st 1998 automatically renewed for successive one year
periods unless earlier terminated hereunder.
3. Compensation:
Base Salary: Employee shall receive $2,000 for the first three months,
$2500 for the next three months and $3,000 for the remainder of the term
payable in 15-day installments over the Term on Employer's regular pay day.
Employee authorizes Employer to withhold from Base Salary any earnings that
are required by law for federal or state income tax, Social Security and/or
Medicare withholdings.
b. Discretionary Bonus: During the Term of this Agreement, Employee
shall be eligible to receive an annual discretionary bonus based upon
Employee's and Employer's performance for each year of term hereof. Said
discretionary bonus shall be determined by the Board of Directors of the
Company, exclusive of Employee, or any Compensation Committee so designated
by Employer.
c. Stock Bonus: Employee shall be eligible to receive Ten Thousand
(10,000) restricted shares of common stock of Holo-World, Inc., vested
and issued, after one (1) year of continuous, full-time employment
hereunder.
d. Employee shall be entitled to 2 weeks of vacation per contract year
during the Term hereof.
e. Employee shall be reimbursed for all reasonable business expenses
incurred by Employee for Employer, which specifically include the following:
(1) Employee shall receive a monthly automobile allowance for each
month during the Term in an amount not to exceed three hundred ($300)
dollars per month unless approved in writing in advance by the Board of
Directors.
(2) Employee shall be provided a parking space at Employer's place of
business, payable by Employer, said parking space shall be equal in all
respects to parking spaces provided to other officers of the Employer or
to other key executives of Employer.
(3) Employee shall receive a monthly allowance for the purchase and
operation of a cellular phone for business purposes for each month during
the Term in an amount not to exceed one hundred ($100) dollars per month
unless approved in writing in advance by the Board of Directors.
(4) Any other expenses not expressly mentioned hereinbefore shall only
be reimbursed if Employee obtains prior written approval by either the
C.O.O. and the Corporate Controller, collectively, or the C.E.O. of
Employer.
4. Termination:
a. Death. If Employee dies during the Term hereof, this Agreement shall
terminate and thereafter Employer shall have no liability or obligation to
Employee, his heirs, personal representatives, assigns or any other person
claiming under or through him except for unpaid salary and benefits accrued
to the date of his death.
Cause. Upon the occurrence of any of the following events, this Agreement may
be terminated for cause by Employer giving written notice of termination to
Employee, such termination to be effective upon the date specified in such
notice:
(i) Employee's inability by reason of mental or physical condition
to perform substantially all of his duties and responsibilities hereunder for
a continuous period of six (6) months or more, or for any aggregate period of
nine (9) months or more in any twelve-month period whether or not continuous.
In the event of a dispute as to the existence of any such disability,
Employee agrees to submit to medical, psychological or psychiatric
examinations conducted by physicians, psychologists or psychiatrists,
selected by mutual agreement of Employee and Employer, and to be bound by
any determination made by such physicians, psychologists and/or
psychiatrists;
Employee's material breach of any of the terms or conditions of this
Agreement; or
(iii) Employee's dishonesty relating to his employment, material
neglect of Employer's business, or misappropriation of funds.
c. Termination Other Than For Cause By Employer. Employer may
terminate this Agreement at any time during the Employment Term by
giving Employee thirty (30) days' written notice of termination. If
this Agreement is terminated by Employer without cause, then the
Employer is obligated and agrees to pay Employee salary, bonus and
other benefits hereunder for a period of one (1) month after
termination at the rate last paid to Employee hereunder.
d. Voluntary Termination by Employee. Employee may terminate this
Agreement for any reason after the end of the second year of the Employment
Term by giving Employer at least 30 days' written notice of termination.
e. Automatic Renewals: Unless the Employer terminates this Agreement
prior to or upon the conclusion of the Term, this Agreement shall
automatically renew for an unlimited number of additional one (1) year
terms beginning on the day after the last day of the Term hereof.
5. Insurance: Employee shall be covered by the same health insurance
coverage, including dental insurance, and/or reimbursement, which is provided
to other executive officers of the Employer or to other key executives or
regular employees of Employer. Employee shall be accorded with life
insurance coverage, comparable to that afforded to key executives of
Employer.
Services: Employee shall render non-exclusive services to Employer during the
Term unless given approval by a majority of the Board of Directors to engage
in other business services for entities or individualsother than the Company.
Arbitration/Attorney's Fees: Any disputes arising under this Employment
Agreement shall be resolved by arbitration in Los Angeles, California in
accordance with the rules of the American Arbitration Association in
Los Angeles, California. Both parties shall be entitled to engage in all
forms of discovery as permitted by the California Civil Code. The prevailing
party shall be entitled to recover the costs of arbitration unless otherwise
determined by the arbitrator and shall be entitled to reasonable attorneys'
fees as determined by the arbitrator. The arbitrator shall be familiar with
the multimedia industry.
8. Press Release: The parties agree to announce Employee's engagement
hereunder, if elected by the Employer, with a press release mutually
approved by the parties hereto.
9. Entire Agreement And Modification. This Agreement constitutes and
contain the entire agreement of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence,
understandings and agreements between the parties respecting the subject
matter hereof.
10. Notice. All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith shall be in
writing and shall be deemed to have been given when delivered by hand, sent
by recognized overnight delivery service such as Federal Express, or mailed
by registered or certified mail, return receipt requested, and shall be
deemed to be effective on the date delivered by hand, sent by recognized
overnight delivery service such as Federal Express, or mailed, as follows
(provided that notice of change of address shall be deemed given only when
received): If to Employer, at Employer's address provided on the firstpage of
this Agreement; if to Employee, at Employee's address provided on the first
page of this Agreement; or to such other names or addresses as Employer or
Employee, as the case may be, shall designate by notice to the other party
in the manner specified in this Section.
11. Miscellaneous: This Agreement shall be construed in accordance with
the laws of the State of California. No waiver of one provision hereof
shall constitute a waiver of any other provisions. Each provision herein
shall be interpreted in such a manner as to be valid under applicable law.
If any provision of this Agreement is rendered unenforceable, it shall be
deemed separable from, and shall in no way effect the validity of, the
remaining provisions of this Agreement. This Agreement shall inure to the
benefit of all assigns hereto, including assigns of the Employee.
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, ("Employee")
For Employer:
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
Holo-World, Inc.
