EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), effective as of June 1, 2005,
is by and between PetCARE Television Network, Inc., a Florida corporation with a
mailing address of 0000 Xxxxxxxx Xxxx, Xxxxx X, Xxxxx, Xxxxxxx 00000 (the
"Company"), and Xxxxxxx Xxxxx, an individual maintaining a mailing address of
0000 Xxxxxxxx Xx., Xxxxxxx, Xxxxxxxx 00000 ("Employee").
WITNESSETH:
In consideration of the covenants and agreements herein contained and the
monies to be paid hereunder, the Company agrees to hire the Employee, and the
Employee agrees to work for the Company upon the following terms and conditions:
1. Duties of Employee: The Employee is employed by the Company to render
services on behalf of the Company as President.
2. Devotion of Time to Employment: The Employee shall devote such time and
attention to the business and affairs of the Company as is reasonably necessary
to carry out his duties hereunder, provided, however, the Employee shall devote
no less than forty (40) hours per week to his duties hereunder.
3. Compensation: For the services to be rendered by Employee under this
Agreement, the Company shall pay Employee a salary of $72,000.00 per year,
payable in arrears in equal semi-monthly installments of $3,000.00. Any salary
increases will be at the discretion of the Board of Directors of the Company.
The Company shall purchase at its expense, a major medical insurance policy
insuring the Employee and his dependent, which policies shall be reasonably
acceptable to the parties hereto. The Employee warrants that neither he nor the
dependent, currently or historically, have any exceptional medical problems
which would cause them to be either uninsurable or for which coverage would be
excessively expensive.
Employee shall be eligible to participate in such stock option or stock bonus
plan or similar plans as are established by the Company's Board of Directors.
4. Term of Agreement: The term of this five-year Agreement shall commence on
June 1, 2005 and terminate on May 31, 2010.
5. Reimbursable Expenses: Except as herein otherwise provided, the Company shall
reimburse the Employee for all expenses, or the Employee is entitled to charge
to the Company all expenses incurred by him, in and about the course of his
employment by the Company, provided that sufficient proof is furnished to
Employer. Such expenses shall include but not be limited to:
a) License fees, membership dues in professional organizations, and
subscriptions to professional journals.
b) The Employee's necessary travel hotel and entertainment expenses incurred
in connection with overnight, out-of-town trips for educational,
professional or other related meetings or in connection with other events
that contribute to the benefit of the Company.
c) The Employee's necessary travel and entertainment expenses in connection
with in-town events for education professional and other related meetings
or in connection with other events that contribute to the benefit of the
Company;
d) Other expense as pre-approved.
6. Vacation: The Employee shall be entitled to two weeks of fully paid
vacation per calendar year or such additional time as is authorized by the
Company from time to time.
7. Sick or Other Leave: The Employee shall be entitled to such sick or other
leave on the same basis as the Company shall establish for its employees
holding positions and performing duties substantially similar to those
performed by Employee.
8. Termination of Agreement:
a) Termination by Company for Cause: The Company may terminate this
Agreement at any time for cause if Employee becomes unfit to properly
render services to Company hereunder because of: (i) alcohol or drug
related abuses consistent with applicable laws and Employer's procedures,
(ii) unable to effectively perform the duties assigned for any reason,, or
(iii) a material breach of this Agreement which is not cured within sixty
(60) days after written notice is given by Company to Employee which
notice shall specify in reasonable detail the circumstances claimed to
provide the basis for such termination. Except for termination pursuant to
Section 8.a.iii. hereof, termination shall be effective upon the delivery
of written notice thereof to the Employee or at such later time as may be
designated in said notice. In the event Company shall terminate Employee
pursuant to Section 8.a.iii. hereof, said termination shall be effective
sixty (60) days after written notice is delivered to the Employee or at
such later time as may be designated in said notice provided said breach
is not cured within the sixty day period. Upon termination, the Employee
shall vacate the offices of the Company on or before such effective date.
All compensation due hereunder shall cease as of said effective date.
b) Termination by Employee for Cause: The Employee may elect to terminate
this Agreement at any time for cause provided he delivers written notice
of such intention to terminate not less than sixty (60) days prior to the
date of such termination, which notice shall specify in reasonable detail
the circumstances claimed to provide the basis for such termination. As
used in this subsection, the term for "cause" shall mean if the Company
unreasonably changes Employee's duties, responsibilities, or working
conditions or takes any other actions which impede Employee in the
performance of his duties hereunder. If the Employee terminates this
Agreement for cause, the Company shall, as severance pay, pay the Employee
an amount equal to six (6) months of his compensation then in effect.
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c) Termination by Company Not for Cause: The Company may terminate this
Agreement at any time not for cause, provided however, that the Company
shall, as severance pay, pay the Employee an amount equal to six (6)
months of his compensation then in effect.
d) Termination by Employee Not for Cause: The Employee may elect to
terminate this Agreement at any time not for cause provided he delivers
written notice of such intention to terminate not less than one month
prior to the date of such termination. All compensation shall cease as of
the effective date specified in such notice.
9. Non-Disclosure; Prohibited Activities:
a) Confidentiality; Return of Company Property. Employee agrees that
during the course of his employment with the Company and until the date ending
two (2) years following the termination of his employment, Employee will keep
confidential information confidential and, except as necessary during the course
of his employment, will not disclose any confidential information to any person
or entity or, directly or indirectly, use for his own account, any confidential
information. Upon the termination of employment, Employee promptly will supply
to the Company all property (including all files, customer lists, etc.) that has
been produced or received by Employee during his employment with the Company,
whether or not related to the confidential information. The obligations of this
Section 11.a) will be in addition to any other agreements that Employee has
entered into with the Company regarding the receipt of confidential information.
b) Non-Solicitation; Non-Disparagement. Employee will not, during the term
of the Agreement and for the two (2) year period following the termination of
the Agreement for any reason, directly or indirectly: (i) solicit for
employment, or employ any person who, at the time of such solicitation or
employment, is employed by the Company or was employed by the Company during the
twelve (12) month period prior to the solicitation or employment or induce or
attempt to induce any person to terminate employment with the Company; (ii) do
business with or solicit customers, except as necessary during the course of his
employment, or engage in any activity intended to terminate, disrupt or
interfere with the Company's relationships with its customers; and (iii) engage
in any conduct or make any statement disparaging or criticizing the Company, or
any products or services offered by the Company.
c) Non-Competition. During the term of the Agreement and for the two (2)
year period following the termination of the Agreement for any reason, the
Employee will not, directly or indirectly, alone or in conjunction with any
other person or entity, own, manage, operate or control or participate in the
ownership, management, operation or control of, or become associated, as an
employee, director, officer, advisor, agent, consultant, principal, partner,
member or independent contractor with or lender to, any person or entity engaged
in or aiding others to engage in business competitive with the Company, located
anywhere in the United States of America.
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d) Divisibility of Covenant Period. If any covenant contained in the
Agreement is held to be unreasonable, arbitrary or against public policy, such
covenant shall be considered divisible both as to time, customers, competitive
services and geographical area, such that each month within the specified period
shall be deemed a separate period of time, each customer a separate customer,
each competitive service a separate service and each geographical area a
separate geographical area, resulting in an intended requirement that the
longest lesser time and largest lesser customer base, service offering and
geographical area determined not to be unreasonable, arbitrary or against public
policy shall remain effective and be specifically enforceable against Employee.
e) Enforcement. Employee acknowledges that (i) confidential information is
a valuable asset of the Company and use of such confidential information would
allow Employee to unfairly compete against the Company, (ii) the restrictions
contained in the Agreement are reasonable in scope and are necessary to protect
the Company's legitimate interests in protecting its business, and (iii) any
violation of the restrictions contained in the Agreement will cause significant
and irreparable harm to the Company for which the Company has no adequate remedy
at law. The parties agree that damages at law, including, but not limited to,
monetary damages, will or may be an insufficient remedy to the Company and that
(in addition to any remedies that are available to the Company, all of which
shall be deemed to be cumulative and retained by the Company and not waived by
the enforcement of any remedy available hereunder) the Company shall also be
entitled to obtain injunctive relief, including but not limited to a temporary
restraining order, a temporary or preliminary injunction or a permanent
injunction, to enforce the provisions of the Agreement, as well as an equitable
accounting of and constructive trust for all profits or other benefits arising
out of or related to any such violation, all of which shall constitute rights
and remedies to which the Company may be entitled.
f) Intent of Parties; Survival. The covenants of Employee contained in the
Section 11 shall be construed as agreements independent of any other provision
of Employee's employment (including employment under the Agreement) and the
existence of any claim of the Employee against the Company shall not constitute
a defense to the enforcement by the Company of any covenant contained in the
section. The covenants contained in this Section 11 shall survive termination,
expiration, non-renewal or cancellation of the Agreement.
10. Bonus: To provide greater incentive for the Employee by rewarding him with
additional compensation, a bonus in the form of cash or stock may be paid to the
Employee after a vote of the Board of Directors in the light of the Employee's
contribution to the Company.
11. Limitations on Authority: Without the express written consent from the Board
of Directors of the Company, the Employee shall have no apparent or implied
authority to:
a) Pledge the credit of the Company other than in the ordinary course
of business.
b) Release or discharge any debt due the Company unless the Company has
received the full amount thereof other than in the ordinary course
of business.
c) Sell, mortgage, transfer or otherwise dispose of any assets of the
Company.
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12. Survival of Representations and Warranties: The warranties, representations,
covenants and agreements set forth herein shall be continuous and shall survive
the termination of this Agreement or any part hereof.
13. Entire Agreement: This Agreement contains the entire understanding between
the parties hereto with respect to the transactions contemplated hereby, and
this Agreement supersedes in all respects all written or oral understandings and
agreements heretofore existing between the parties hereto.
14. Amendment and Waiver: This Agreement may not be modified or amended except
by an instrument in writing duly executed by the parties hereto. No waiver of
compliance with any provision or condition hereof and no consent provided for
herein shall be effective unless evidenced by an instrument in writing duly
executed by the party hereto sought to be charged with such waiver or consent.
15. Notices. Notices and requests required or permitted hereunder shall be
deemed to be delivered hereunder if mailed with postage prepaid or delivered, in
writing as follows:
As to Company: As to Employee:
PetCARE Television Network, Inc. Xxxxxxx Xxxxx
0000 Xxxxxxxx Xxxx, Xxxxx X 0000 Xxxxxxxx Xx.
Xxxxx, XX 00000 Xxxxxxx, XX 00000
16. Counterparts: This Agreement may be executed in one or more counterparts,
and all counterparts shall constitute one and the same instrument.
17. Captions: Captions used herein are for convenience only and are not a part
of this Agreement and shall not be used in construing it.
18. Execution of Document: At any time and from time to time, the parties hereto
shall execute such documents as are necessary to effectuate this Agreement.
19. Arbitration: Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, or regarding the failure or refusal to perform
the whole or any part of this Agreement shall be settled by arbitration in a
mutually agreeable location, in accordance with the rules of the American
Arbitration Association, and the judgment upon the award rendered may be entered
in any court having jurisdiction hereof. Any decision made by an arbitrator or
by the arbitrators under the provision shall be enforceable as a final and
binding decision as it if were a final decision or decree of a court of
competent jurisdiction.
20. General Provisions:
a) Assignability: This Agreement shall not be assignable by any of the
parties to this Agreement without the prior written consent of all other
parties to this Agreement.
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b) Service of Process: The parties agree that the mailing of any process
shall constitute valid and lawful process against them if sent via U.S.
certified mail to the address set forth in Section 17 herein.
c) Governing Law: The validity, construction and enforcement of, and the
remedies hereunder, this Agreement shall be governed in accordance with
the laws of the State of Florida. Venue for all purposes shall be deemed
to lie within Hillsborough County, Florida. The parties agree that the
Agreement is one for performance in Florida. The parties to the Agreement
agree that they waive any objection, constitutional, statutory or
otherwise, to a Florida court's exercise of jurisdiction over any dispute
between them and specifically consent to the jurisdiction of the Florida
courts. By entering into the Agreement, the parties, and each of them
understand that they may be called upon to answer a claim asserted in a
Florida court.
d) Severability of Provisions: The invalidity or unenforceability of any
particular provisions hereof shall not affect the remaining provisions of
this Agreement, and this Agreement shall be construed in all respects as
if such invalid or unenforceable provisions were omitted.
e) Successors and Assigns: The rights and obligations of the parties
hereunder shall inure to the benefit of, and be binding and enforceable
upon the respective heirs, successors, assigns and transferees of either
party.
f) Reliance: All representations and warranties contained herein, or any
certificate of other instrument delivered in connection herewith, shall be
deemed to have been relied upon by the parties hereto, notwithstanding any
independent investigation made by or on behalf of such parties.
g) Attorney's Fees: The parties hereby agree that in the event any of the
terms and conditions contained in this Agreement must be enforced by
reason of any past, existing or future delinquency of payment, or failure
of observance or of performance by any of the parties hereto, in such
instance, the defaulting party shall be liable for reasonable collection
and/or legal fees, trial and appellate levels, any expenses and legal fees
incurred, including time spent in supervision of paralegal work and
paralegal time, and any other expenses, and costs incurred in connection
with the enforcement of any available remedy.
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[SIGNATURE PAGE TO XXXXX EMPLOYMENT AGREEMENT]
IN WITNESS WHEREOF, the parties have executed the Agreement on the day and
year first written above.
"COMPANY"
PETCARE TELEVISION NETWORK, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, Chairman
"EMPLOYEE"
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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