EXHIBIT 10.07
EMPLOYMENT AGREEMENT
OF
XXXXX X. XXXX
THIS AGREEMENT, made this 16th, day of October, 1996, by and between ORLANDO
PREDATORS, LIMITED PARTNERSHIP, a Florida limited partnership, hereinafter
called the "Partnership," and XXXXX X. XXXX, hereafter called "Xxxx."
W I T N E S S E T H :
WHEREAS, the Partnership, pursuant to the terms of a geographically
exclusive license agreement with Arena Football League, Inc., an Illinois
corporation, shall operate and manage the Orlando Predators (the "Team"), an
Arena Football team in the Orlando area for the 1997 season (the "Season") of
the Arena Indoor Football League (TM) (the "League");
WHEREAS, the Partnership desires to contract with Xxxx and Xxxx desires to
contract with the Partnership to serve as Head Coach and General Manager of the
Team; and
WHEREAS, the parties realize that it is in the best interest of both the
Partners and Xxxx that they enter into this Agreement to set forth the terms and
conditions of Xxxx'x employment with the partnership.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:
1. EMPLOYMENT. Xxxx shall be employed as Head Coach and General
Manager for the Team, at the salary, and upon the terms and conditions set
forth in this Agreement.
2. TERM. The effective date of this Agreement shall be January 1,
1997 and it shall continue in force and effect for until December 31, 1997.
3. DUTIES. Xxxx shall be responsible for the management of the player
and football team development, coaching and football operations of the Team
during and for the Season and thereafter unit the expiration of this Agreement.
In pursuance thereof, and with the advice and consultation, and subject to the
superseding powers of the Partnership, Xxxx shall:
A. Supervise and manage the football operations staff of the Team on
behalf of the Partnership;
B. Participate, if requested by the Partnership, in the business of
the football operations of the Team and the League;
C. Scout, train and select players for the Team in accordance with
the provisions of the current Team Management Agreement in effect
with the League and Arena Football League, Inc. and such
standards, rules and regulations as the League, Arena Football
League, Inc. and the Partnership shall develop and apply to the
football operations of the Team;
D. Participate and cooperate in the operation of such League tryout
and training camps as may be conducted on a League-wide basis;
E. Participate and cooperate in such player assignments, transfers,
exchanges, trades, acquisitions and releases as may be required
by the Partnership;
F. Perform all the necessary and customary duties of the G. M. Head
Coach of a professional sports team, including the development of
game strategies, player performance standards, play preparation,
and the performance, or supervision of the performance, of all
matters relating to game preparation and play;
G. Supervise player conduct and demeanor, and impose such reasonable
disciplinary manners and sanctions as may be necessary to
maintain appropriate player conduct and demeanor, subject to the
rules, limitations and standards which may be developed and
imposed by the Partnership;
H. Participate and assist, if requested by the Partnership, in the
development and maintenance of effective public relations with
the national and local print, radio and television media, and
project and promote a positive and enthusiastic attitude
concerning Arena Football, the Partnership, the League and the
Team;
I. Cooperate with the Team and the Partnership in such promotional
activities of the Partnership, the League and the Team as may be
reasonably required, including but not limited to personal
appearances, radio, television and print interviews, autograph
sessions and the like;
J. Appear, at the request of the Partnership and upon mutually
agreeable terms, as host or guest on any Team or Partnership
sponsored local or national radio or television broadcast upon
mutually agreeable terms;
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X. Xxxxx to the Partnership (and Xxxx hereby so grants to the
Partnership) the right to use Xxxx' name, portrait, and picture
likeness and game or practice performance in all exhibitions,
descriptions and representations of the football games of the
Team or the field, or by radio broadcast, telecast, motion
pictures, videotape photograph or any other media, in connections
with any and all promotional advertising or trade purposes of the
Partnership and/or Team;
L. Perform such other duties, or expand, reduice or otherwise alter
the role, title and scope of the duties herein described, as may
be reasonably required by the Partnership to provide for the
successful development of Arena Football, the Partnership, the
League and the Team.
4. DEVOTION FULL-TIME TO SERVICE OF THE PARTNERSHIP: Xxxx agrees to
devote his full time to the business of the Partnership and he shall not engage
in or carry on or be employed by, directly or indirectly, any other business or
profession without the consent of the Partnership.
5. COMPENSATION. The Partnership shall pay Xxxx, and Xxxx shall accept
from the Partnership, in full payment for Xxxx' services under this Agreement,
as follows:
A. SALARY. The gross salary before deductions payable by the
Partnership to Xxxx during the term of this Agreement shall be
SEVENTY THOUSAND AND NO/100 DOLLARS ($70,000.00) per annum.
Payments shall be made bi-weekly.
B. BONUS. Xxxx shall additionally receive a bonus of FIVE THOUSAND
AND NO/100 DOLLARS ($5,000.00) per "Home" League Playoff Game, or
TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($2,500.00) per Away
Playoff Game, payable in the event of and upon receipt by the
Partnership of written notification from the League of selection
of the Team to participate in the League Playoffs at the end of
the Season. Xxxx shall receive an additional bonus of FIVE
THOUSAND AND NO/100 DOLLARS ($5,000.00) payable in the event the
Team wins the Arena Football League Championship. Bonus to be
paid within seven (7) days of when earned.
C. INSURANCE. Xxxx shall receive in accordance with an insurance
program to be instituted by the Partnership, major medical
insurance for Xxxx and Xxxx'x spouse. The Partnership shall pay
50% and Xxxx shall pay 50% of the premiums of said insurance
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plan. The Partnership shall pay, if available through a group,
50% of the premiums for, a life insurance policy insuring the
life of Xxxx.
6. REIMBURSABLE EXPENSES. The Partnership may reimburse Xxxx for
reasonable and necessary expenses incurred by Xxxx in furtherance of the
business and affairs of the Team and the Partnership but only in the event an
expense reimbursement policy is adopted by the Partnership, and only in the
amounts allowed by the Partnership's budget levels and only with pre-approval
for such expenses according to the Partnership's rules and regulations for such
expenses. Such reimbursement shall be made as soon as reasonable practicable
after such expenditures are made, against presentation of signed and itemized
expense reports and in accordance with the travel and business policies which
the Partnership may promulgate.
6B. TRAVELING EXPENSE. Xxxx and Xxxx'x wife will be paid by the Team all
airline and room costs incurred while attending an "away" Orlando Predator game.
7. USE OF VEHICLE. In the event (but only in the event) that pursuant
to the terms of a sponsorship or advertising agreement approved by the
Partnership, a sufficient number of automobiles are made available for use by
the Team, Xxxx shall be entitled to the use of one such automobile; provided
however, that such automobile shall first be made available for any reasonable
business use by the Team, and for Xxxx' personal use only as and to the extent
that such reasonable business use is not required.
8. OTHER BENEFITS. Xxxx shall be entitled to those usual and customary
benefits which shall be offered by the League to the Head Coach for all other
League teams. Without limiting the foregoing, such benefits may include major
medical health insurance, worker's compensation, and group life insurance,
disability insurance and related benefits as and when such benefit packages are
developed for League employees. In addition, Xxxx shall be entitled to thirty
(30) days of vacation time per year, without interruptions or reduction of any
salary payments or other benefits otherwise due pursuant to the terms of this
Agreement; provided however, that Xxxx shall give reasonable prior notice to the
Partnerships of any period during which Xxxx shall be absent due to vacation,
and shall arrange for the effective performance of his duties and obligations
during any such absence and provided further, that Xxxx shall not schedule any
vacation period so as to adversely affect the football operations of the Team.
Vacation time to which Xxxx is entitled, but which remains unused at the
conclusion of this Agreement, shall not accumulate or accrue but shall be deemed
to be waived by Xxxx.
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9. LIMITATION ON AUTHORITY. Xxxx shall have no authority:
A. to pledge the credit of the Partnership;
B. To bind the Partnership under any contract, agreement, note,
mortgage or otherwise;
C. To release or discharge any debt due the Partnership;
D. To sell, mortgage, transfer, or otherwise dispose of any assets
of the Partnership.
10. DEATH OF XXXX -- SALARY CONTINUATION. In the event Xxxx should die
prior to the termination of his employment, the Partnership shall pay, by
reason of death of Xxxx and as additional compensation for the services
rendered to the Partnership by Xxxx during his lifetime, his regular salary
for the month in which his death occurred, plus any and all Life Insurance.
11. TRADE SECRETS; PROPRIETARY INFORMATION. In the course and scope of
this Agreement, Xxxx will be exposed to certain trade secrets, sensitive
financial data, sources of supply, product specifications and other confidential
information concerning the business of the Partnership which require protection.
Xxxx understands that, among other things, methods of operation, sensitive
financial and business information concerning players, other persons and
entities affiliated or doing business with the Partnership scouting reports,
playing strategies, and the nature or extent of research projects being
conducted or contemplated by or on behalf of the Partnership, are all
confidential, and are not at any time during or after the term of this Agreement
to be revealed to or used for any reason, by anyone outside the Partnership,
without the Partnership's specific, written authorization. Xxxx further agrees
that he will not indulge or otherwise commercialize such confidential
information, so long as the confidential or secret nature of such information
shall remain, whether such information belongs to the Partnership or to some
other entity to which the Partnership owes or may be held to owe some obligation
of confidentiality or to anyone outside the Partnership, including, but not
limited to, competitors of the Partnership or businesses engaged in a business
similar to that of the Partnership. On the termination of this Agreement, Xxxx
shall not take from the premises of the Team or from the Partnership or
otherwise retain, and shall surrender to the Partnership, any such confidential
information and any records, files or other documents, or copies thereof,
relating to the business of affairs of the Partnership.
In the event of a breach or threatened breach by Xxxx of the provisions of
this Section, the Partnership shall be entitled to an injunction restraining
Xxxx from disclosing or permitting the disclosure in whole or in part of any and
all of the information set forth herein or from rendering any services directly
or
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indirectly to any person, firm, corporation, association, or other entity to
whom such information, in whole or in part, has been disclosed or is threatened
to be disclosed. Nothing herein shall be construed as prohibiting the
Partnership from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of damages from Xxxx.
Xxxx further acknowledges that the Partnership's source of material and its
practices and methods as such are valuable, special and unique assets of its
business, and Xxxx covenants and agrees to keep all such matters secret from all
persons except authorized officers and employees of the Partnership. This
entire sectional shall be construed as a covenant independent of any other
provision of this Agreement, and the existence of claim or cause of action of
Xxxx against the Partnership, whether based upon this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Partnership of these
covenants. In the event of a breach or threatened breach of this Paragraph, the
non-prevailing party will pay the prevailing party's attorney's fees in any
action brought to enforce this provision on all trial and appellate levels.
12. COVENANT NOT TO COMPETE. Xxxx agrees that during the term of this
Agreement under this Agreement and, for a period of one (1) year after same, he
will not, within the southeast region of the United States, for his own account
or for the account of others as an officer, director, stockholder, owner,
partner, employee, promoter, consultant, manager or otherwise, participate in
the promotion, financing, ownership, operation or management of, or assist in or
carry on through a proprietorship, corporation, partnership, other form of
business entity or otherwise, any business activity directly or indirectly
involved in the management or operation of any indoor football league, except as
such league(s) shall be either operated by the Partnership, or licensed to
operate by the Partnership.
If any court of competent jurisdiction shall at any time deem the time
period or the extent and scope of the covenant not to compete as set forth in
this Paragraph to be unreasonable or excessive, then: (i) all provisions of this
Paragraph not so deemed to be excessive shall nevertheless remain in full force;
(ii) the restrictive time period herein shall be deemed to be the longest period
permissible by law; and (iii) the scope of this covenant shall be deemed to be
as extensive as permitted by law under the circumstances. The court in such
case shall reduce the time period and/or scope of such covenant to permissible
duration and extent.
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13. TERMINATION. Xxxx' employment under this Agreement may be terminated
by the Partnership as defined and provided below:
A. EVENTS CAUSING TERMINATION. Subject to the provisions of
Subsection B below, Xxxx shall be subject to termination immediately
upon written notice after the occurrence of any of the following
events:
(i) Xxxx is determined by the Partnership to be guilty of acts or
fraud, dishonesty, or similar misconduct;
(ii) Xxxx is determined by the Partnership to have been negligent in
the performance of those duties required of him under this Agreement;
(iii) Xxxx is determined by the Partnership to have failed or refused
to fulfill the duties and responsibilities specifically required of
Xxxx pursuant to the terms of this Agreement;
(iv) Xxxx is determined by the Partnership to have become mentally or
physically incapacitated to such extent that Xxxx is or shall be
unable to perform his duties of Head Coach and G. M. Coach for a
period of more than three (3) weeks. Upon termination of Xxxx'
employment solely under this Subsection (iv), the Partnership shall
pay to Xxxx three (3) months of Xxxx' xxxxx salary of $5,833.00 per
month for a total of $17,500.00, less any accelerated payments made
to Xxxx during the months of January through July for the year of
termination as set forth in Section 5 of this Agreement. Accelerated
payments shall be defined as the amounts paid to Xxxx in excess of
$5,833.00 per month during the months of January through July of the
year of termination.
(v) Xxxx is determined by the Partnership to have used intoxicants,
stimulants, or any other substance in a manner, to an extent, or with
the effect that Xxxx is impaired in the performance of his duties
hereunder;
(vi) Xxxx accepts a bribe or agrees to throw or fix any Arena Football
game, or bets money or anything of value on the outcome or score of
any Arena Football game, or knowingly associates with gamblers or
gambling activity;
(vii) Xxxx is convicted of a felony or misdemeanor involving moral
turpitude, or is determined by the Partnership to have engaged in
conduct that brings discredit to the Partnership, or impairs the
integrity of the League or the game of Arena Football.
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B. PROCEDURE FOR TERMINATION. Any determination by the Partnership to
terminate Xxxx'x employment under this Agreement pursuant to this
Paragraph shall require notice to Xxxx at the address provided in this
Agreement.
C. CESSATION OF PAYMENTS. Upon termination of Xxxx pursuant to this
Paragraph by the Partnership, the Partnership shall be under no
further obligation to Xxxx except to pay to Xxxx such amounts as have
been accrued up to the time of such termination. The failure of the
Partnership to exercise any right whether granted pursuant to the
provisions of this Paragraph hereof, under the law or otherwise, after
receiving notice or knowledge of any breach of the Agreement by Xxxx,
shall not be deemed a waiver by the Partnership of any subsequent
breach by Xxxx of a similar or different nature.
D. ACKNOWLEDGEMENT. Xxxx agrees to fully accept and adhere to all
rules and regulations of the Partnership, as listed in the Arena
Football Rule Book and as additionally instituted presently or in the
future by the League or Arena Football League, Inc. Xxxx acknowledges
and agrees that any failure to comply with those rules and regulations
could lead to Xxxx being:
(i) Fined;
(ii) Suspended for a game or games; or
(iii) Dismissed by the League.
Xxxx further acknowledges that all decisions regarding rules and
regulations of Arena Football fall solely with the Partnership, the
League and Arena Football League, Inc.
14. CHANGE OF PARTNERSHIP OR TEAM FORM. In the event that, at any time
prior to the expiration of the term of the Agreement: (i) the Partnership
dissolves and/or reconstitutes itself in a different form, structure, or manner
of doing business (including, but not limited to, a corporation or franchise
association form); or (ii) the Partnership sells, assigns, transfers, or
otherwise conveys its right, title and interest in the ownership, operation
and/or management of the Team, then Xxxx shall nevertheless be entitled to the
salary set forth in Section 5 for the remainder of the term of this Agreement.
15. BREACH OF REMEDIES. Xxxx acknowledges that a breach of any of the
covenants in this Agreement would cause irreparable harm to the Partnership for
which there is no adequate remedy at law. In the event of a breach or a
threatened breach of the provisions of this Agreement, the Partnership may seek
an injunction restraining the event or continuation of such breach. Xxxx hereby
agrees and acknowledges that the covenants set forth herein, shall apply with
full force and effect regardless of when, how or why
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this Agreement is terminated and whether such termination is effected by the
partnership or by the parties hereto mutually. With respect to each and every
breach or violation or threatened breach or violation by Xxxx or any of the
covenants set forth herein, the Partnership, in addition to all other remedies
available at law or in equity, shall be entitled to enjoin the commencement or
continuance thereof and may, without notice to Xxxx, apply to any court of
competent jurisdiction for entry of an immediate restraining order or
injunction. In addition, Xxxx agrees to immediately, upon demand, account for
and pay over to the Partnership an amount equal to all compensation, commission,
bonus, salary, gratuity, or other remuneration of any kind directly or
indirectly received by Xxxx resulting from an activity in breach or violation of
any of the covenants as set forth in this Agreement, such amount being agreed to
constitute a partial liquidation of damages in that the amount of actual damages
to be sustained by the Partnership on account of any such breach or violation is
not capable of measurement. The Partnership may pursue any of the remedies
described herein concurrently or consecutively in any order as to any such
breach or violation, and the pursuit of one of such remedies at any time will
not be deemed an election of remedies or waiver of the right to pursue any of
the other such remedies.
16. NOTICES. Any notices and communications required to be given under
this Agreement shall be in writing and shall be sent registered or certified
mail, postage prepaid or delivered by hand to the parties at the addresses set
forth below, or at such other addresses as any party may designate to the other
by notice hereunder.
If to the Partnership: Orlando Predators, Limited Partnership
000 Xxxx Xxxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxx, Xxxxxxx 00000-0000
If to Xxxx: Xxxxx X. Xxxx
000 Xxxxxxxx Xxxx
Xxxxxx Xxxxxxx, Xxxxxxx 00000
17. INVALID PROVISION. The invalidity or unenforceability of a particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
18. ASSIGNMENT. This Agreement is personal and may not be assigned by
Xxxx, but may be assigned by the Partnership, if so assigned, shall inure to the
benefit of and be binding upon the successor and assigns of the Partnership.
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19. MODIFICATION. No change or modification of this Agreement shall be
valid unless the same be in writing and signed by the parties hereto.
20. APPLICABLE LAW AND BINDING EFFECT. This Agreement shall be construed
and regulated under and by the laws of the State of Florida, and shall inure to
the benefit of and be binding upon the parties hereto and their heirs, personal
representatives, successors and assigns.
WHEREAS, the parties hereto have hereunto caused this Agreement to be
executed on the day and year first above written. Signed, sealed and delivered
in the presence of:
ORLANDO PREDATORS, LIMITED
PARTNERSHIP, a Florida
limited partnership
By: FIFTY SPORTS, INC., a
Florida corporation as General
Partner
/s/ [illegible] By: /s/ Xxxxxx X. Xxxxxx
------------------------ ---------------------------------
Xxxxxx X. Xxxxxx
Managing General Partner
------------------------
/s/ [illegible] By: /s/ Xxxxx X. Xxxx
------------------------ ---------------------------------
Xxxxx X. Xxxx
------------------------
"XXXX"
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EXHIBIT A
PAY PERIOD PAY
ENDING AMOUNT
------------- -------------
01/13/95 $ 2,692.30
01/27/95 2,692.30
02/10/95 2,692.30
02/24/95 2,692.30
03/10/95 2,692.30
03/24/95 2,692.30
04/07/95 2,692.30
04/21/95 2,692.30
05/05/95 2,692.30
05/19/95 2,692.30
06/02/95 2,692.30
06/16/95 2,692.30
06/30/95 2,692.30
07/14/95 2,692.30
07/28/95 2,692.30
08/11/95 2,692.30
08/25/95 2,692.30
09/08/95 2,692.30
09/22/95 2,692.30
10/06/95 2,692.30
10/20/95 2,692.30
11/03/95 2,692.30
11/17/95 2,692.30
12/01/95 2,692.30
12/15/95 2,692.30
12/29/95 2,692.30
------------- -------------
TOTAL SALARY: $ 70,000.00
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