FORM OF
EMPLOYMENT AGREEMENT
This Employment Agreement made and entered into on this, the 16th day of April,
2001 by and between Xxxxxxxx X. Xxxxxx, an individual, (hereinafter referred to
as "Dhanji") and the World Roller Alliance, Inc., a Florida Corporation, 000
X.X. 0xx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000, (hereinafter referred to as the
"Company") concerning Dhanji's employment as VICE PRESIDENT and member of the
Board of Directors of the Company.
WITNESSETH:
1. EMPLOYMENT: The Company hereby agrees to employ Dhanji in
the capacity stated above, and Dhanji hereby accepts said employment
pursuant to the terms and conditions hereinafter set forth.
2. TERM: The term of this Agreement shall be for Three (3)
years from the date first listed above or shall become effective upon adequate
capitalization of the Company. Upon each anniversary thereof, if not
otherwise terminated prior to said anniversary or in default, or otherwise
amended as provided for herein, the term and all provisions of this Agreement
shall be automatically extended in one (1) year increments unless the
Company or Dhanji gives notice to the contrary.
3. COMPENSATION: The Company shall pay to Dhanji as
compensation for any and all services rendered in any capacity a base
salary of SEVENTY THOUSAND DOLLARS AND NO CENTS ($70,000.00) per annum,
which shall be payable in a manner consistent with pay periods to be
established by the Company for all executives. Said initial base annual
salary may be increased by the President and/or Board of Directors of the
Company to such extent, if any, as is deemed appropriate based on annual,
semi-annual or other non-scheduled review of Dhanji's performance. In
addition to said salary as described herein, the Company may from time to
time, pay Dhanji additional bonuses, if any, as the Company President
and/or Board of Directors may determine to be warranted based upon Dhanji's
performance.
4. EXPENSES: In addition to the compensation hereinabove
provided, the Company shall reimburse Dhanji for, or absorb the ordinary,
necessary and reasonable business expenses incurred by Dhanji in the interest
of and for the benefit of the Company. Any expense exceeding Two Hundred
Fifty Dollars and no cents ($250.00) which Dhanji shall personally pay for
that qualifies for reimbursement by the Company, or any financial
commitment on behalf of the company that exceeds Two Hundred Fifty Dollars
and no cents ($250.00) shall be approved by the President of the Company
or his designee prior to such expense being incurred by Dhanji or
committed to on behalf of the Company by Dhanji when such expense expenditure
approval is reasonably available.
5. INSURANCE: Dhanji shall be entitled to any and all life and
health insurance and/or medical related benefits as customarily provided
to all executives of the Company when such benefits become available.
Said life and health insurance and/or medical related benefits shall be provided
at Company expense for Dhanji.
6. DUTIES AND AUTHORITY: Dhanji shall, using his best judgment,
be responsible for assisting the Company President and on occasion, the Senior
Staff, with matters of an administrative and legal nature. Calling upon his
business background and formal training and education, Dhanji shall act as
administrative counsel in business and related matters and shall review and if
warranted, direct any and all legal matters that may arise to the proper
source(s) for action. Such duties as described may be amended as
required and are under the approval of the Company President and/or Board of
Directors. Dhanji shall also serve as a member of the Company Board of
Directors.
The Company President and/or Board of Directors retains and
in no way yields any of its duties, responsibilities or powers given by the
Company Charter or by-laws, including, but not limited to establishing
policies of the Company, overseeing the operations of the Company and any
capital expenditures on behalf of the Company.
7. ILLNESS DURING THE TERM OF THIS AGREEMENT: Dhanji shall be
entitled to the same number of sick leave days per year as established by the
Company for all executives. The Company President shall have the authority
to extend this number if warranted.
8. WORKING FACILITIES: Dhanji shall work primarily out of and
from his existing corporate office or offices, however, reasonable office
space at the Company location and services adequate for the performance of
his duties and obligations shall be made available to him on an as-needed basis.
9. VACATIONS: A formal vacation policy for the Company has not
been established, however, Dhanji shall be entitled to the same amount of
annual vacation time as all senior executives of the Company, with such
period extended as may be mutually agreed in writing without loss of
compensation.
10. TERMINATION AGREEMENT: In addition to any other provisions
of this Agreement, this Agreement shall terminate upon the happening of any of
the following events:
(a) If Dhanji decides to terminate his employment, he
may do so upon thirty (30) days written notice to the Company, by certified
mail, in which event he shall forfeit all remaining compensation and benefits
under this Agreement.
(b) Upon breach of any provision or covenant required
to be performed or observed, or any material act of fraud, moral turpitude,
gross negligence or willful misfeasance by Dhanji, the Company may
terminate this Agreement by written notice to Dhanji of said breach by
certified mail. In the event such termination is based on documented lack of
performance, such notice shall be given thirty (30) days prior to such
termination. In the event such termination is based on any material act
of fraud, moral turpitude, gross negligence or willful misfeasance,
termination shall become effective upon receipt of written notice by Dhanji.
In such event, Dhanji shall forfeit all remaining compensation and benefits
under this Agreement.
(c) Whenever the Company and Dhanji shall mutually
agree in writing to terminate this Agreement.
(d) The Company or it's operating division/subsidiary
in which Dhanji functions shall cease operation.
11. NON-COMPETITION: In the event of the termination of this
Agreement for any reason, Dhanji agrees that for a period of six (6) months
following the termination, (a) he shall not directly or indirectly,
solicit any existing employee or independent contractor working with or for
the Company to leave the Company for any organization with which Dhanji should
be come associated either directly or indirectly, and (b) he will not
engage in any activity that directly or indirectly competes with the business
of the Company in any manner, and (c) he will treat as confidential any and
all information about Company operation including but not limited to
financial information, talent salaries, or information in any way related to
television production or live arena events of the Company.
12. APPLICABLE LAW: This Agreement shall be governed by and
construed pursuant to the laws of the State of Florida, where it was made and
executed.
13. NOTICES: Any notices required to be given hereunder
pursuant to the provisions of this Agreement shall be in writing and sent
certified mail to the parties at the addresses listed in the preamble of
this document or any amended addresses provided by or to the Company.
14. ARBITRATION: In the event any controversy or question
arises with respect to the interpretation of any term or provision of
this Agreement or in the event the party against whom or which a breach of
this Agreement is claimed believes, in good faith, that (a) no breach has
occurred; or (b) that the party claiming a breach of this Agreement has also
breached the Agreement, then prior to the institution of any legal
proceedings, the matter or matters shall be settled by arbitration before
three (3) arbitrators, one of whom is selected by each party and the third
to be selected by the arbitrators selected by Dhanji and the Company.
Said arbitration shall be conducted in accordance with the rules of
the American Arbitration Association and judgment upon the award
rendered by the arbitrators may be entered in any court having
jurisdiction thereof. The place of this arbitration shall be at the discretion
of the Company.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals on the day and year first written above.
COMPANY: WORLD ROLLER ALLIANCE, INC.
By:
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Xxxxxxx X. Xxxxxxxx
President/Chief Executive Officer
DHANJI: By:
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Xxxxxxxx Xxxxxx, Employee
WITNESS: ______________________________
______________________________
Sworn to and subscribed before me this the ___ day of __________, 2001 in the
County and State aforesaid.
________________________
Notary Public
State of Florida
My commission expires:
