EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into effective as
of the 1st day of January, 1997 between Princeton Media Group, Inc., a
Canadian corporation (the "Company"), and Xxxxx X. XxXxxxxx, an individual
resident of Palm Beach, Florida (the "Employee").
WITNESSETH:
WHEREAS, it is the desire of the Company to offer the Employee employment
with the Company upon the terms and subject to the conditions set forth
herein; and
WHEREAS, it is the desire of the Employee to accept the Company's offer
of employment with the Company upon the terms and subject to the conditions
set forth herein.
NOW THEREFORE, in consideration of the premises and mutual covenants,
conditions and agreements contained herein and for such other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, each intending to be legally bound hereby,
agree as follows:
1. Employment. The Company hereby agrees to employ the Employee and
the Employee hereby agrees to be employed by the Company upon the terms and
subject to the conditions set forth herein for the period of employment as set
forth in Section 2 hereof (the "Period of Employment"). Nothing set forth
herein shall be construed to give the Company the right to require the
Employee to relocate or be based in any place other than the greater Palm
Beach, Florida metropolitan area.
2. Term; Period of Employment. Subject to extension or termination
as hereinafter provided, the Period of Employment hereunder shall be from the
date hereof (the "Effective Date") through the tenth anniversary of the
Effective Date and shall be extended at the option of the Employee for a three
(3) year period (the "Renewal Period"). Notwithstanding any other provision
of this Agreement, it may be terminated: (i) by the Employee, on one (1)
year's prior written notice to the Company; or (ii) by the Company, on three
(3) years' prior written notice to the employee. The phrase "Period of
Employment" as used herein shall, unless otherwise indicated: (a)
specifically include any extensions permitted hereunder or provided herein,
except as otherwise noted; and (b) be deemed to have terminated as of the date
of any notice provided to the Employee pursuant to Section 9 hereof,
notwithstanding the Company's obligation to pay the Employee pursuant to
Subsections 9(b) and 9(c) hereof.
3. Office and Duties. During the Period of Employment:
(a) the Employee shall be employed as the most senior executive
officer as set forth in the bylaws of the Company (the "Bylaws") with the
responsibilities reasonably prescribed for such position by the board of
directors of the Company (the "Board of Directors") in accordance with the
Bylaws; the Employee shall also be a director throughout the Period of
Employment; and
(b) the Employee shall devote at least twenty (20) hours of his
time per week to the business and affairs of the Company except for vacations,
illness or incapacity, as hereinafter set forth. Notwithstanding the
preceding sentence, nothing in this Agreement shall preclude the Employee from
devoting reasonable amounts of time:
(i) for serving as a director, officer or member of a
committee of Celebrity Entertainment, Inc. or of any organization or entity
involving no conflict of interest with the Company; or
(ii) engaging in charitable and community activities;
provided, however, that such activities do not interfere with the performance
by the Employee of his duties hereunder. In consideration of such employment,
the Employee agrees that he shall not, directly or indirectly, individually or
as a member of any partnership or joint venture, or as an officer, director,
stockholder, employee or agent of any other person, firm, corporation,
business organization or other entity, engage in any trade or business
activity or pursuit for his own account or for, or on behalf of, any other
person, firm, corporation, business organization or other entity, irrespective
of whether the same competes, conflicts or interferes with that of the Company
or the performance of the Employee's obligations hereunder; provided, however,
that nothing contained herein shall be construed to prevent the Employee
from: (x) investing in the stock of Celebrity Entertainment, Inc. or of any
corporation, which does not compete with the Company, which is listed on a
national securities exchange or traded in the over-the-counter market if the
Employee does not and will not as a result of such investment own more than
five percent (5%) of the stock of such corporation ("Permitted Investments");
or (y) engaging in personal business ventures to which the Employee devotes
time outside of the time required to be devoted to the business of the Company
hereunder.
The Employee represents and warrants that he is not party to any
agreement, oral or written, which restricts in any way: (a) his ability to
perform his obligations hereunder; or (b) his right to compete with a previous
employer or such employer's business.
(c) the Employee shall be entitled to vacation time of five
weeks per year.
4. Compensation and Benefits. In exchange for the services rendered
by the Employee pursuant hereto in any capacity during the Period of
Employment, including without limitation, services as an officer, director, or
member of any committee of the Company or any affiliate, subsidiary or
division thereof, the Employee shall be compensated as follows:
(a) Compensation. The Company shall pay the Employee
compensation equal to at least One Hundred Fifty Thousand Dollars ($150,000)
per annum ("Annual Compensation") at a rate of Twelve Thousand Five Hundred
Dollars ($12,500) per month ("Monthly Compensation") until such time as the
Company's reported net revenues for the prior consecutive four (4) quarters
(the "Last 4 Quarters' Revenue") equals or exceeds $17,000,000 whereupon the
Employee's Annual Compensation shall increase in accordance with the schedule
set forth below. Such salary shall be payable in accordance with the
customary payroll practices of the Company.
The Employee's compensation shall be increased as set forth hereunder if
and when the specific net revenue targets are met by the Company:
Last 4 Quarters' Revenue Annual Compensation Monthly Compensation
Equals or exceeds $17,000,000 $200,000 $16,666.66
Equals or exceeds $25,000,000 $250,000 (plus $20,833.33 (plus
Participating Participating
Salary, Salary, if any)
if any, defined
below)
The Employee will be entitled to receive participating salary in addition
to the Annual Compensation. For purposes of this Section 4(a), participating
salary will be defined as additional compensation payable to the Employee in
the event that the Last 4 Quarters' Revenue exceeds $30,000,000
("Participating Salary").
The amount of such Participating Salary will be based upon a formula
equal to .001 of the amount by which the Last 4 Quarters' Revenue exceeds
$30,000,000 for any period during which such revenue target is met. The
Employee will be paid the Participating Salary, if any, within forty-five (45)
days after the close of the fiscal quarter ending the period for which it is
payable.
(b) Profitability Bonus. The Company may pay the Employee a
bonus if, in the sole judgment of the Board of Directors, the earnings of the
Company or the services of the Employee merit such a bonus.
(c) Withholding and Employment Tax. Payment of all compensation
hereunder shall be subject to customary withholding tax and other employment
taxes as may be required with respect to compensation paid by an
employer/corporation to an employee.
(d) Options. Upon commencement of employment of the Employee
hereunder, the Company shall grant to the Employee an option (the "Option") to
purchase One Million Two Hundred Thousand (1,200,000) shares of
the common stock of the Company (the "Common Stock") at an exercise price of
$3.00; the Option shall vest and become exercisable with respect to 120,000
shares of Common Stock on the first anniversary of the Issue Date and
thereafter will become exercisable in equal increments over the next nine
years. Notwithstanding the foregoing, the vesting period under the Option may
be accelerated subject to the satisfaction of the conditions as set forth in
Section 2(g) of the Option, a copy of the form of which is attached hereto and
the terms of which are incorporated herein by reference.
5. Business Expenses. The Company shall: (a) pay or reimburse the
Employee for all reasonable travel or other expenses incurred by the Employee
in connection with the performance of his duties under this Agreement,
provided that the same are previously authorized by the Company, in accordance
with such procedures as the Company may from time to time establish for
employees and as required to preserve any deductions for federal income
taxation purposes to which the Company may be entitled; and (b) pay the
Employee $800 per month as an automobile allowance and, in addition thereto,
reimburse the Employee for all reasonable expenses related to maintenance of
such an automobile including, but not limited to, ordinary and necessary
repairs, registration, insurance and fuel.
6. Disability. The Company shall provide the Employee with
substantially the same disability insurance benefits as those, if any,
currently being provided by the Company, if any, for similar employees, which
insurance benefits must provide for disbursement thereunder of an amount equal
to no less than 60% of the Employee's then current compensation as set forth
in Section 4(a) hereof.
7. Death. The Company shall provide the Employee with substantially
the same life insurance benefits as those currently being provided by the
Company for similar employees. In the event of the Employee's death, the
obligation of the Company to make payments pursuant to Section 4 hereof shall
cease as of the date of such Employee's death and the Company shall pay to the
estate of the Employee any amount due to the Employee under Sections 4 and 5
which has accrued up to the date of death.
8. Other Benefits. The Employee shall be entitled to participate in
fringe benefit, deferred compensation and stock option plans or programs of
the Company, if any, to the extent that his position, tenure, salary, age,
health and other qualifications make him eligible to participate, subject to
the rules and regulations applicable thereto. Such additional benefits shall
include, but not be limited to, paid sick leave and individual health
insurance (all in accordance with the policies of the Company) and
professional dues and association memberships. Except as specifically set
forth herein, the terms of, and participation by the Employee in, any deferred
compensation plan or program shall be determined by the Board of Directors in
its sole discretion.
9. Termination of Employment. Notwithstanding any other provision of
this Agreement, employment hereunder may be terminated:
(a) By the Company, in the event of the employee's death or
Disability or for "Just Cause." "Just Cause" shall be defined to be limited
to: (i) the Employee's indictment or conviction of a crime involving a
felonious act or acts, including dishonesty, fraud or moral turpitude by the
Employee; (ii) prolonged or repeated absence from duty without the consent of
the Company (for reasons other than the Employee's health or incapacity);
(iii) habitual engaging in any activity which is competitive with the business
of the Company; and (iv) habitual and willful misconduct on the part of the
Employee relating to the performance of his duties hereunder. The Employee
shall be deemed to have a "Disability" for purposes of this Agreement if he is
unable to perform, by reason of physical or mental incapacity, a material
portion of his duties or obligations under this Agreement for a period of one
hundred twenty (120) consecutive days in any 365-day period. The Board of
Directors shall determine whether and when the Disability of the Employee has
occurred and such determination shall not be arbitrary or unreasonable. The
Company shall by written notice to the Employee given within thirty (30) days
after discovery of the occurrence of an event or circumstance which
constitutes "Just Cause," specify the event or circumstance giving rise to the
Company's exercise of its right hereunder and, with respect to Just Cause
arising under Section 9(a)(i), the Employee's employment hereunder shall be
deemed terminated as of the date of such notice; with respect to Just Cause
arising under Section 9(a)(ii), the Company shall provide the Employee with
thirty (30) days written notice of such violation and the Employee shall be
given reasonable opportunity during such thirty (30) day period to cure the
subject violation;
(b) By the Company, in its sole and absolute discretion,
provided that in such event the Company shall, as liquidated damages or
severance pay, or both, pay the Employee an amount equal to the Employee's
then Monthly Compensation (as defined in Section 4(a) hereof) multiplied by
the sum of the number of months remaining during the Period of Employment plus
twelve (12) months (the "Termination Formula"); provided however, that in the
event that the Employee is terminated hereunder during the first three (3)
year period of the Period of Employment (exclusive of the Renewal Period), the
"number of months remaining" for application of the Termination Formula shall
be construed to mean the number of months remaining during such initial three
(3) year period plus twelve (12) months, exclusive of the three (3) year
Renewal Period (as defined in Section 2 hereof); or
(c) By the Employee: (i) upon any material violation of any
material provision of this Agreement by the Company, which violation remains
unremedied for a period of thirty (30) days after written notice of the same
is delivered to the Company by the Employee; (ii) upon any material change in
the nature of the Company's business, without the Employee's prior consent;
(iii) upon any material change in the responsibilities of the Employee,
without the Employee's prior consent; or (iv) a "Change of Control" as defined
in Section 10(b) hereof, provided that in such event, the Company shall, as
liquidated damages or severance pay, or both, pay to the Employee in one lump
sum installment an amount equal to the Employee's current Monthly Compensation
(as defined in Section 4(a) or Annex A, as applicable), for the number of
months remaining in the Period of Employment.
Nothing set forth in this section shall: (i) require the Employee in the
event of termination pursuant to Subsections 9(b) or 9(c) above to mitigate
damages during the period in which the Employee is receiving payment
thereunder (the "Severance Period"); or (ii) entitle the Company to offset the
amounts owed by the Company to the Employee pursuant to Subsections 9(b) or
9(c) by any income or compensation received by the Employee from sources other
than the Company during such Severance Period. In addition, the Company shall
not be entitled to withhold or otherwise offset any amounts payable to the
Employee under Subsections 9(b) or 9(c) above in response to an alleged
violation by the Employee of any of the obligations which are imposed under
this Agreement and survive termination hereof until such time as court of
competent jurisdiction or other appropriate governing body has rendered
judgment or otherwise made a determination with respect to whether such
violation has occurred.
In the event that this Agreement is terminated pursuant to Sections 9(b)
or 9(c), the Employee shall be entitled to continue to participate, at the
Company's expense, in any health insurance plan of the Company then in place
for such period as the Employee is entitled to receive severance payment
hereunder. In the event that such insurance policy does not provide for the
Employee's confirmed coverage thereunder as a result of termination hereof,
the Company will provide other comparable health insurance to the Employee, at
the Company's expense.
10. Non-Competition. Notwithstanding any earlier termination, during
the Period of Employment and for one (1) year thereafter:
(a) the Employee shall not, anywhere in North America directly
or indirectly, individually or as a member of any partnership or joint
venture, or as an officer, director, stockholder, employee or agent of any
other person, firm, corporation, business organization or other entity,
participate in, engage in, solicit or have any financial or other interest in
any activity or any business or other enterprise in any field which at the
time of termination is competitive with the business or is in substantially
the same business as the Company or any affiliate, subsidiary or division
thereof (unless the Board of Directors shall have authorized such activity and
the Company shall have consented thereto in writing), as an individual or as a
member of any partnership or joint venture, or as an officer, director,
stockhol
der, investor, employee or agent of any other person, firm, corporation,
business organization or other entity; provided, however, that nothing
contained herein shall be construed to prevent the employee from investing in
Permitted Investments; and
(b) the Employee shall not: (i) solicit or induce any employee
of the Company to terminate his employment or otherwise leave the Company's
employ or hire any such employee (unless the Board of Directors shall have
authorized such employment and the Company shall have consented thereto in
writing); or (ii) contact or solicit any clients or customers of the Company,
either as an individual or as a member of any partnership or joint venture, or
as an officer, director, stockholder, investor, employee or agent of any other
person, firm, corporation, business organization or other entity; provided,
however, that the provisions of this Section 9 shall be of no force and effect
in the event of a Change of Control. A Change of Control shall be deemed to
occur if: (x) the Company is merged into another corporation and, after such
merger, the voting securities of the Company outstanding immediately prior to
such merger represent less than 75% of the voting securities of the surviving
corporation; or (y) all or substantially all of the assets of the Company are
sold; or (z) a person or group (not including the Employee) obtains beneficial
ownership of twenty (20%) or more of the Company's issued and outstanding
voting securities.
The Employee is aware that the Company is entering or may enter into other
employment agreements similar to this Agreement with other employees similarly
situated to the Employee and that it is important to the Company to maintain
consistency among the employment agreements between it and those similarly
situated employees. The Employee has therefore consented to the inclusion of
this section at the request of the Company for the express purpose of such
consistency.
11. Confidential Information. The parties hereto recognize that it
is fundamental to the business and operation of the Company, its affiliates,
subsidiaries and divisions thereof to preserve the specialized knowledge,
trade secrets, and confidential information of the foregoing concerning the
field of advertising, marketing and interactive Internet solutions. The
strength and good will of the Company is derived from the specialized
knowledge, trade secrets, and confidential information generated from
experience through the activities undertaken by the Company, its affiliates,
subsidiaries and divisions thereof. The disclosure of any of such information
and the knowledge thereof on the part of competitors would be beneficial to
such competitors and detrimental to the Company, its affiliates, subsidiaries
and divisions thereof, as would the disclosure of information about the
marketing practices, pricing practices, costs, profit margins, design
specifications, analytical techniques, concepts, ideas, process developments
(whether or not patentable), customer and client agreements, vendor and
supplier agreements and similar items or technologies. By reason of his being
an employee of the Company, in the course of his employment, the Employee has
or shall have access to, and has obtained or shall obtain, specialized
knowledge, trade secrets and confidential information such as that described
herein about the business and operation of the Company, its affiliates,
subsidiaries and divisions thereof. Therefore, the Employee hereby agrees as
follows, recognizing and acknowledging that the Company is relying on the
following in entering into this Agreement:
(a) The Employee hereby sells, transfers and assigns to the
Company, or to any person or entity designated by the Company, any and all
right, title and interest of the Employee in and to all creations, designs,
inventions, ideas, disclosures and improvements, whether patented or
unpatented, and copyrightable material, made or conceived by the Employee
solely or jointly, in whole or in part, during or before the term hereof
(commencing with the date of the Employee's employment with the Company)
which: (i) relate to methods, apparatus, designs, products, processes or
devices created, promoted, marketed, distributed, sold, leased, used,
developed, relied upon or otherwise provided by the Company or any affiliate,
subsidiary or division thereof; or (ii) otherwise relate to or pertain to the
business, operations or affairs of the Company or any affiliate, subsidiary or
division thereof. Whether during the Period of Employment or thereafter, the
Employee shall execute and deliver to the Company such formal transfers and
assignments and such other papers and documents as may be required of the
Employee to permit the Company or any person or entity designated by the
Company to file, enforce and prosecute the patent applications relating to any
of the foregoing and, as to copyrightable material, to obtain copyright
thereon; and
(b) Notwithstanding any earlier termination, during the Period
of Employment and for a period of one (1) year thereafter, the Employee shall,
except as otherwise required by or compelled by law, keep secret and retain in
strict confidence, and shall not use, disclose to others, or publish any
information, other than information which is in the public domain or becomes
publicly available through no wrongful act on the part of the Employee, which
information shall be deemed not to be confidential information, relating to
the business, operation or other affairs of the Company, its affiliates,
subsidiaries and divisions thereof, including but not limited to confidential
information concerning the design and marketing practices, pricing practices,
costs, profit margins, products, methods, guidelines, procedures, engineering
designs and standards, design specifications, analytical techniques, technical
information, customer, client, vendor or supplier information, employee
information, and any and all other confidential information acquired by him in
the course of his past or future services for the Company or any affiliate,
subsidiary or division thereof. The Employee shall hold as the Company's
property all notes, memoranda, books, records, papers, letters, formulas and
other data and all copies thereof and therefrom in any way relating to the
business, operation or other affairs of the Company, its affiliates,
subsidiaries and divisions thereof, whether made by him or otherwise coming
into his possession. Upon termination of his employment or upon the demand of
the Company, at any time, the Employee shall deliver the same to the Company
within twenty-four (24) hours of such termination or demand.
12. Reasonableness of Restrictions. The Employee hereby agrees that
the restrictions in this Agreement, including without limitation, those
relating to the duration of the provisions hereof and the territory to which
such restrictions apply, are necessary and fundamental to the protection of
the business and operation of the Company, its affiliates, subsidiaries and
divisions thereof, and are reasonable and valid.
13. Reformation of Certain Provisions. In the event that a court of
competent jurisdiction determines that the non-compete or the confidentiality
provisions hereof are unreasonably broad or otherwise unenforceable because of
the length of their respective terms or the breadth of their territorial
scope, or for any other reason, the parties hereto agree that such court may
reform the terms and/or scope of such covenants so that the same are
reasonable and, as reformed, shall be enforceable.
14. Remedies. Subject to Section 15 below, in the event of a breach
of any of the provisions of this Agreement, the non-breaching party shall
provide written notice of such breach to the breaching party. The breaching
party shall have thirty (30) days after receipt of such notice in which to
cure its breach. If, on the thirty-first (31st) day after receipt of such
notice, the breaching party shall have failed to cure such breach, the
non-breaching party thereafter shall be entitled to seek damages. It is
acknowledged that this Agreement is of a unique nature and of extraordinary
value and of such a character that a breach hereof by the Employee shall
result in irreparable damage and injury to the Company for which the Company
may not have any adequate remedy at law. Therefore, if, on the thirty-first
(31st) day after receipt of such notice, the breaching party shall have failed
to cure such breach, the non-breaching party shall also be entitled to seek a
decree of specific performance against the breaching party, or such other
relief by way of restraining order, injunction or otherwise as may be
appropriate to ensure compliance with this Agreement. The remedies provided
by this section are non-exclusive and the pursuit of such remedies shall not
in any way limit any other remedy available to the parties with respect to
this Agreement, including, without limitation, any remedy available at law or
equity with respect to any anticipatory or threatened breach of the provisions
hereof. In the event of any litigation or other proceeding between the
Company and the Employee with respect to the subject matter of this Agreement
and the enforcement of the rights hereunder, the losing party shall reimburse
the prevailing party for all of his/its reasonable costs and expenses, as well
as any forum fees, relating to such litigation or other proceeding, including,
without limitation, his/its reasonable attorneys' fees and expenses, provided
that such litigation or proceeding results in a final settlement requiring
payment to the prevailing party; or final judgement.
15. Certain Provisions; Specific Performance. In the event of a
breach by the Employee of the non-competition or confidentiality provisions
hereof, such breach shall not be subject to the cure provision of Section 14
above and the Company shall be entitled to seek immediate injunctive relief
and a decree of specific performance against the Employee. Such remedy is
non-exclusive and shall be in addition to any other remedy to which the
Company or any affiliate, subsidiary or division thereof may be entitled.
16. Consolidation; Merger; Sale of Assets. Nothing in this Agreement
shall preclude the Company from combining, consolidating or merging with or
into, transferring all or substantially all of its assets to, or entering into
a partnership or joint venture with, another corporation or other entity, or
effecting any other kind of corporate combination, provided that, the
corporation resulting from or surviving such combination, consolidation or
merger, or to which such assets are transferred, or such partnership or joint
venture assumes this Agreement and all obligations and undertakings of the
Company hereunder. Upon such a consolidation, merger, transfer of assets or
formation of such partnership or joint venture, this Agreement shall inure to
the benefit of, be assumed by, and be binding upon such resulting or surviving
transferee corporation or such partnership or joint venture, and the term
"Company," as used in this Agreement, shall mean such corporation, partnership
or joint venture, or other entity and subject to the provisions in this
Agreement relating to the Change of Control, this Agreement shall continue in
full force and effect and shall entitle the Employee and his heirs,
beneficiaries and representatives to exactly the same compensation, benefits,
perquisites, payments and other rights as would have been their entitlement
had such combination, consolidation, merger, transfer of assets or formation
of such partnership or joint venture not occurred.
17. Survival. Sections 10 through 15 shall survive the termination
for any reason of this Agreement (whether such termination is by the Company,
by the Employee, upon the expiration of this Agreement by its terms or
otherwise); provided, however, that in the event that the Company ceases to
exist and neither an affiliate, subsidiary or division thereof has assumed, at
its option, the obligations of the Company hereunder, the Employee shall no
longer be bound by the Non-Competition provision set forth in Section 10
hereof.
18. Severability. The provisions of this Agreement shall be
considered severable in the event that any of such provisions are held by a
court of competent jurisdiction to be invalid, void or otherwise
unenforceable. Such invalid, void or otherwise unenforceable provisions shall
be automatically replaced by other provisions which are valid and enforceable
and which are as similar as possible in term and intent to those provisions
deemed to be invalid, void or otherwise unenforceable. Notwithstanding the
foregoing, the remaining provisions hereof shall remain enforceable to the
fullest extent permitted by law.
19. Entire Agreement; Amendment. This Agreement contains the entire
agreement between the Company and the Employee with respect to the subject
matter hereof and thereof. This Agreement may not be amended, changed,
modified or discharged, nor may any provision hereof be waived, except by an
instrument in writing executed by or on behalf of the party against whom
enforcement of any amendment, waiver, change, modification or discharge is
sought. No course of conduct or dealing shall be construed to modify, amend
or otherwise affect any of the provisions hereof.
20. Notices. All notices, request, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
physically delivered, delivered by express mail or other expedited service or
upon receipt if mailed, postage prepaid, via first class mail as follows:
(a) To the Company: Princeton Media Group, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: President
With an additional copy
by like means to: Xxxxxxx & X'Xxxxx, P.C.
Xxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. X'Xxxxx, Esq.
(b) To the Employee: Xx. Xxxxx X. XxXxxxxx
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
and/or to such other persons and addresses as any party hereto shall have
specified in writing to the other.
21. Assignability. This Agreement shall not be assignable by the
Employee, but shall be binding upon and shall inure to the benefit of his
heirs, executors, administrators and legal representatives. This Agreement
shall be assignable by the Company to any affiliate, subsidiary or division
thereof and to any successor in interest.
22. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Florida, without regard to the principles of
conflicts of laws thereof.
23. Waiver and Further Agreement. Any waiver of any breach of any
terms or conditions of this Agreement shall not operate as a waiver of any
other breach of such terms or conditions or any other term or condition
hereof, nor shall any failure to enforce any provision hereof operate as a
waiver of such provision or of any other provision hereof. Each of the
parties hereto agrees to execute all such further instruments and documents
and to take all such further action as the other party may reasonably require
in order to effectuate the terms and purposes of this Agreement.
24. Headings of No Effect. The headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
25. Vesting; Registration. Notwithstanding the provisions as set
forth in Section 4(d) of this Agreement, upon termination of this Agreement
pursuant to Sections 9(b) or 9(c), or upon the Company's notice of nonrenewal
pursuant to Section 2 or a Change of Control as defined in Section 10(b); (i)
any and all options, warrants, rights or other securities which are
exercisable into shares of common stock of the Company granted to the Employee
prior to such expiration shall vest and become immediately exercisable
(subject to applicable law); and (ii) the Company shall as soon as practicable
thereafter, at its sole expense, and upon the written request of the Employee,
file a registration statement relating to all of the common stock of the
Company owned by the Employee, and take all other actions required under (or
incident to compliance with) federal and state securities laws, rules and
regulations to enable the Employee to sell such shares of Common Stock.
26. Indemnification. To the fullest extent allowed, and in the
manner provided, by Ontario provincial law, the Company shall indemnify the
Employee and hold the Employee harmless from and against any claims arising
out of the Employee's performance of his services hereunder as permitted by
the Articles of Incorporation of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
PRINCETON MEDIA GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Chief Financial Officer
THE EMPLOYEE
/s/ Xxxxx X. XxXxxxxx
Xxxxx X. XxXxxxxx
