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EMPLOYMENT AGREEMENT
BETWEEN
XXXXXXX XXXXXXXX
AND
PREMIERE PUBLISHING GROUP, INC.
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September 1, 2005
TABLE OF CONTENTS
PAGE
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1. Employment Period 1
2. Terms of Employment 1
(a) Position and Duties 1
(b) Compensation 1
3. Early Termination of Employment 4
(a) Death or Disability 4
(b) Cause 4
(c) Good Reason 4
(d) Termination for Other Reasons 5
(e) Notice of Termination 5
(f) Date of Termination 5
4. Obligations of PPG upon Early Termination 5
(a) Accelerating Event 5
(b) Good Reason; Other than for Cause, Death or Disability 5
(c) Death 6
(d) Cause; Other Than for Good Reason 7
(e) Disability 7
(f) Nondisclosure to Media 7
5. Change in Control 7
(a) Defined 7
(b) Accelerating Event 8
6. Nonexclusivity of Executive's Rights 8
7. Confidential Information 8
8. Non-Compete; Non-Solicitation 9
9. Remedies for Executive's Breach 9
10. Dispute Resolution 10
11. No Conflicting Obligations of Executive 10
12. Indemnity of Executive 10
13. Successors 10
14. Miscellaneous 11
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 1,
2005 between XXXXXXX XXXXXXXX, an individual (the "Executive"), and PREMIERE
PUBLISHING GROUP, INC. ("PPG"), a Nevada corporation, recites and provides
asfollows:
WHEREAS, the Board of Directors of PPG (the "Board") desires that PPG
retain the services of the Executive, and the Executive desires to remain
employed with PPG, all on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, PPG and the Executive agree as follows:
1. EMPLOYMENT PERIOD. PPG hereby agrees to employ the Executive, and
the Executive hereby agrees to accept employment by PPG, in accordance with the
terms and provisions of this Agreement, for the period commencing on the date of
this Agreement (the "Effective Date") and ending at midnight on August 31, 2010
(the "Employment Period").
2. TERMS OF EMPLOYMENT.
(A) POSITION AND DUTIES.
(i) During the Employment Period, the Executive shall serve as
President of PPG and titled Editor of Xxxxx World Magazine ("TW") and Poker Life
Magazine ("PL") and shall have such authority and perform such executive duties
as are commensurate with that position. Executive's day to day responsibilities
shall include, but not be limited to, running the sales and editorial staff for
TW and PL; soliciting major clients for advertising and promotional events;
developing new promotions to increase advertising and sales revenue; overseeing
newsstand promotions and sale distribution of both publications, liaison with
Xxxxxx Xxxxx to support Xxxxx World pertaining to interviewing and meeting
press, press receptions and events - where Xxxxxx Xxxxx appears, and cultivating
new business with Xxxxxx Xxxxx such as licensee Xxxxx products, event and
solicitation of Xxxxx vendors, licensees and sponsors of the Apprentice
television show and release of Poker Life Magazine, seek new projects, work with
CFO and CEO to develop short and long term business strategies, and manage sales
manager and internal staff. The Executive's services shall be performed
primarily at PPG's headquarters in New York City.
(ii) During the Employment Period, and excluding any periods
of vacation and leave to which the Executive is entitled, the Executive agrees
to devote reasonable attention and time during normal business hours to the
business and affairs of PPG and, to the extent necessary to discharge the duties
assigned to the Executive hereunder, to use the Executive's reasonable efforts
to perform faithfully such responsibilities. During the Employment Period it
shall not be a violation of this Agreement for the Executive to (A) serve on
corporate, civic, charitable, and professional association boards or committees,
(B) deliver lectures or fulfill speaking engagements, (C) manage personal
investments or (D) provide consulting services to third parties, so long as such
activities do not materially interfere with the performance of the Executive's
responsibilities as an employee of PPG in accordance with this Agreement.
(B) COMPENSATION.
(i) Base Salary. During the Employment Period, the Executive
shall receive a base salary ("Annual Base Salary"), which shall be paid in equal
installments on a semi-monthly basis, at the annual rate of not less than Two
Hundred Thousand Dollars ($200,000) per year. During the Employment Period, the
Annual Base Salary shall be reviewed at least annually by the Board of Directors
of PPG. Any increase in Annual Base Salary shall not serve to limit or reduce
any other obligation to the Executive under this Agreement. Annual Base Salary
shall not be reduced and the term "Annual Base Salary" as used in this Agreement
shall mean the Annual Base Salary as so increased. The Executive's Annual Base
Salary shall not be less than the base salary paid to any other executive of PPG
during the term of this Agreement.
(ii) Additional Compensation. PPG may also pay Executive such
other additional compensation and incentive bonuses as may from time to time be
determined by the Company.
(iii) Savings and Retirement Plans. During the Employment
Period, the Executive shall be entitled to participate in all savings and
retirement plans, practices, policies and programs that are now or may become
available to employees of the Company.
(iv) Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family and dependents, as the case may be,
shall be eligible for participation in and shall receive all benefits under all
welfare benefit plans, practices, policies and programs provided by PPG
(including, without limitation, medical, prescription, dental, disability,
salary continuance, employee life, group life, accidental death and travel
accident insurance plans and programs) that are now or may become available to
employees of PPG.
(v) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all employment-related
expenses incurred by the Executive in accordance with the most favorable
policies, practices and procedures of PPG as in effect generally from time to
time after the Effective Date.
(vi) Fringe Benefits. During the Employment Period, the
Executive and/or the Executive's family and dependents shall be entitled to
fringe benefits in accordance with the most favorable plans, practices, programs
and policies of PPG as in effect generally from time to time after the Effective
Date.
(vii) Office and Support Staff. During the Employment Period,
the Executive shall be entitled to retain the same office as he currently uses
with the same furnishings and other appointments, and to exclusive personal
secretarial and other assistance, and to facilities and equipment, at least
equal to the most favorable of the foregoing provided generally from time to
time after the Effective Date.
(viii) Vacation. During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with the most favorable plans,
policies, programs and practices of PPG as in effect generally from time to time
after the Effective Date, provided that the vacation will not be not less than
four (4) weeks per year. The accrued vacation of Executive of four (4) weeks
prior to the date of this Agreement shall continue in effect for the term of
this Agreement until used.
(ix) Car Allowance. During the Employment Period, the
Executive shall be entitled to a car allowance of at least $1,000 per month, in
accordance with PPG's car allowance policy, in lieu of expenses associated with
the operation of his automobile.
(x) Employment Conditions. PPG shall take all possible efforts
to maintain the general working conditions for the Executive at PPG as in
existence prior to the date of this Agreement. The general working conditions
include the ability of Executive to establish his own working hours, the current
style of dress for employees, and other similar lifestyle matters.
3. EARLY TERMINATION OF EMPLOYMENT.
(A) DEATH OR DISABILITY. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If PPG determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of disability
set forth below), it may give to the Executive notice of its intention to
terminate the Executive's employment. In such event, the Executive's employment
with PPG shall terminate effective on the thirtieth(30th) day after receipt of
such notice by the Executive (the "Disability Effective Date"), provided that,
within the thirty (30) days after such receipt, the Executive shall not have
returned to full-time performance of the Executive's duties. For purposes of
this Agreement, "Disability" shall mean the absence of the Executive from the
Executive's duties with PPG on a full-time basis for one hundred eighty (180)
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by
PPG or its insurers and acceptable to the Executive or the Executive's legal
representative (such agreement as to acceptability not to be withheld
unreasonably).
(B) CAUSE. PPG may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement, "Cause" shall
mean (i) the conviction of the Executive for committing an act of fraud,
embezzlement, theft or other act constituting a felony or the guilty or nolo
contendere plea of the Executive to such a felony; or (ii) a material act of
dishonesty or breach of trust on the part of the Executive resulting or
intending to result directly or indirectly in material personal gain or
enrichment at the expense of PPG.
(C) GOOD REASON. The Executive may terminate his employment
for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, in
the absence of the consent of the Executive, a reasonable determination by the
Executive that any of the following has occurred:
(i) the assignment to the Executive of any duties inconsistent
in any material respect with the Executive's position(including status, offices,
titles and reporting requirements), authority, duties or responsibilities as
contemplated by Section 2(a) of this Agreement, or any other action by PPG which
results in a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated and insubstantial
action not taken in bad faith and which is remedied by PPG promptly after
receipt of notice thereof given by the Executive; or
(ii) any failure by PPG to comply with any of the provisions
of this Agreement applicable to it, other than any isolated and insubstantial
failure not occurring in bad faith and which is remedied promptly after notice
thereof from the Executive.
(D) TERMINATION FOR OTHER REASONS. PPG may terminate the
employment of the Executive without Cause by giving notice to the Executive at
least sixty (60) days prior to the Date of Termination. The Executive may resign
from his employment without Good Reason hereunder by giving notice to PPG at
least sixty (60) days prior to the Date of Termination.
(E) NOTICE OF TERMINATION. Any termination shall be
communicated by Notice of Termination to the other party. For purposes of this
Agreement, a "Notice of Termination" means a notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated and (iii) if the Date of Termination (as defined below)is
other than the date of receipt of such notice, specifies the termination
date(which date shall be not more than fifteen (15) days after the giving of
such notice, unless otherwise required by Section 3(f)). The failure by the
Executive or PPG to set forth in the Notice of Termination any fact or
circumstance shall not waive any right of the Executive or PPG hereunder or
preclude the Executive or PPG from asserting such fact or circumstance in
enforcing the Executive's or PPG's rights hereunder.
(F) DATE OF TERMINATION. "Date of Termination" shall mean (i)
if the Executive's employment is terminated by PPG for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any permitted later date specified therein, as the case may be,(ii) if the
Executive's employment is terminated by PPG other than for Cause or Disability
or by the Executive other than for Good Reason, the Date of Termination shall be
the sixtieth (60th) day following the date of receipt ofthe Notice of
Termination or any later date specified therein, as the case maybe, and (iii) if
the Executive's employment is terminated by reason of the Executive's death or
Disability, the Date of Termination shall be the date of death of the Executive
or the Disability Effective Date, as the case may be.
4. OBLIGATIONS OF PPG UPON EARLY TERMINATION.
(A) ACCELERATING EVENT. As used in this Agreement, the term
"Accelerating Event" shall mean any of the following: (i) the Executive's
employment terminates under the circumstances described in Section 3(A), (ii)
the Executive is discharged without Cause, (iii) the Executive resigns with Good
Reason, or (iv) a Change in Control (as defined in Section 5(A)) occurs.
(B) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY.
If, during the Employment Period, PPG shall terminate the Executive's employment
other than for Cause, death or Disability or the Executive shall terminate
employment for Good Reason:
(i) PPG shall pay to the Executive in a lump sum in cash
within thirty (30) days after the Date of Termination the sum of (A) the
Executive's Annual Base Salary through the Date of Termination to the extent not
theretofore paid; (B) to the extent not theretofore paid, any annual bonus
payable to the Executive for any prior completed fiscal year; (C) the product of
(x) the largest annual bonus paid or payable to the Executive in respect of any
of the three (3) fiscal years immediately preceding the fiscal year in which the
Date of Termination occurs (the "Highest Annual Bonus") and (y) a fraction, the
numerator of which is the number of days in the current fiscal year through the
Date of Termination, and the denominator of which is 365; (D) any compensation
previously deferred by the Executive (together with any accrued interest or
earnings thereon) to the extent not theretofore paid; and (E) any accrued
vacation pay, expense reimbursement and any other entitlements accrued by the
Executive under Section 2(b), to the extent not theretofore paid (the sum of the
amount described in clauses (A), (B), (C), (D)and (E) shall be hereinafter
referred to as the "Accrued Obligations"); and
(ii) PPG shall pay to the Executive in equal monthly
installments beginning thirty (30) days following the Date of Termination an
amount equal to the larger of (A) the sum of the Executive's Annual Base Salary
and Highest Annual Bonus payable for the remaining term of this Agreement, or
(B) the sum of the Executive's Annual Base Salary and Highest Annual Bonus
payable for 12 months (without duty of mitigation); and
(iii) For the remainder of the Employment Period (as it would
continue but for such early termination), or such longer period as any plan,
program, practice or policy may provide, PPG shall continue benefits to the
Executive and/or the Executive's family and dependents at least equal to those
which would have been provided to them in accordance with the plans, programs,
practices and policies described in Section 2(b)(iv)
if the Executive's employment had not been terminated, in accordance with the
most favorable plans, practices, programs or policies of PPG as in effect
generally at any time thereafter with respect to other peer executives of PPG
and their families ("Welfare Benefit Continuation"). If the Executive becomes
reemployed with another employer and is eligible to receive medical or other
welfare benefits under another employer-provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided under
such other plan during such applicable period of eligibility. For purposes of
determining eligibility (but not the time of commencement of benefits), the
Executive shall be considered to have remained employed until the end of the
Employment Period(as it would continue but for such early termination) and to
have retired on the last day of such period.
(C) DEATH. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligation to the Executive's legal
representatives under this Agreement, other than for payment of Accrued
Obligations (which shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within thirty (30) days of the Date of
Termination) and the timely payment or provision of the Welfare Benefit
Continuation.
(D) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's
employment shall be terminated for Cause or the Executive terminates his
employment without Good Reason during the Employment Period, this Agreement
shall terminate without further obligations to the Executive other than the
obligation to pay to the Executive the Accrued Obligations and the amount of any
compensation previously deferred by the Executive, in each case to the extent
theretofore unpaid, all of which shall be paid in cash within thirty (30) days
of the Date of Termination.
(E) DISABILITY. If the Executive's employment shall be
terminated by reason of the Executive's Disability during the Employment Period,
this Agreement shall terminate without further obligation to the Executive,
other than for payment of Accrued Obligations and the timely payment or
provision of the Welfare Benefit Continuation. Accrued Obligations shall be paid
to the Executive in a lump sum in cash within thirty (30) days of the Date of
Termination. The Executive shall be entitled after the Disability Effective Date
to receive disability and other benefits as in effect at the Disability
Effective Date with respect to other peer executives of PPG and their families.
(F) NONDISCLOSURE TO MEDIA. After the Date of Termination or
the end of Employment Period, the Executive and PPG agree that they will not
discuss the Executive's employment and resignation or termination (including the
terms of this Agreement) with any representatives of the media, either directly
or indirectly, without the consent of the other party hereto.
5. CHANGE IN CONTROL.
(A) DEFINED. For purposes of this Agreement, a "Change in
Control" of PPG shall be deemed to have occurred as of the first day that any
one or more of the following conditions shall have occurred:
(i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended(the "Act")), other than
[the new majority owner] or any majority-owned subsidiary of [the new majority
owner] becomes the "beneficial owner" (as defined in Rule 13-d under the Act)
directly or indirectly, of securities representing more than fifty percent (50%)
of the total voting power represented by PPG's then outstanding voting
securities; or
(ii) A change in the composition of the Board, as a result of
which fewer than a majority of the directors are Incumbent Directors. "Incumbent
Directors" shall mean directors who either (A) are directors of PPG as of the
date hereof, or (B) are elected, or nominated for election, to the Board with
the affirmative votes of at least a majority of the Incumbent Directors at the
time of such election or nomination (but shall not include an individual whose
election or nomination is in connection with an actual or threatened proxy
contest relating to the election of directors of PPG); or
(iii) PPG merges or consolidates with any other corporation
after which a majority of the shares of the resulting entity are not held by the
shareholders of PPG prior to the merger , or PPG adopts, and the stockholders
approve, if necessary, a plan of complete liquidation of PPG, or PPG sells or
disposes of substantially all of its assets.
(B) ACCELERATING EVENT. A Change in Control shall be an
Accelerating Event as defined in Section 4(A).
6. NONEXCLUSIVITY OF EXECUTIVE'S RIGHTS. Except as provided in Sections
4(B)(iii), 4(C) and 4(E), nothing in this Agreement shall prevent or limit the
Executive's continuing or future participation in any plan, program, policy or
practice provided by PPG or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with PPG.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with PPG at or subsequent to the Date of Termination shall be payable
in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.
7. CONFIDENTIAL INFORMATION.
(a) The Executive shall hold in a fiduciary capacity for the
benefit of PPG all secret or confidential information, knowledge or data
relating to PPG or any of its affiliated
companies, and their respective businesses, which shall have been obtained by
the Executive during the Executive's employment by PPG or any of its affiliated
companies and which shall not be or become public knowledge (other than by acts
by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive's employment with PPG, the
Executive shall not, without the prior written consent of PPG or except as may
otherwise be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than PPG and those designated by
it. In no event shall an asserted violation of the provisions of this Section 7
constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement.
(b) All records, files, memoranda, reports, price lists,
customer lists, drawings, designs, proposals, plans, sketches, documents,
computer programs, CAD systems, CAM systems, disks, computer printouts and the
like (together with all copies thereof) relating to the business of PPG, which
Executive shall use or prepare or otherwise have in his possession in the course
of, or as a result of, his employment hereunder shall, as between the parties
hereto, remain the sole property of PPG. Executive shall use such materials
solely for the benefit of PPG and shall not divulge any such materials other
than in furtherance of PPG's interests. Executive hereby agrees that he will
return all such materials, including copies, to PPG upon demand, or upon
thecessation of his employment.
(c) Any termination of the Executive's employment hereunder or
of this Agreement shall have no effect on the continuing operation of this
Section 7.
8. NON-COMPETE; NON-SOLICITATION.
(a) Except as is set forth below, for a period commencing on
the Effective Date hereof and ending on the first anniversary of the date the
Executive ceases to be employed by PPG (the "Non-Competition Period"), the
Executive shall not, directly or indirectly, either for himself or any other
person, own, manage, control, materially participate in, invest in, permit his
name to be used by, act as consultant or advisor to, render material services
for (alone or in association with any person, firm, corporation or other
business organization) or otherwise assist in any manner any business which is a
competitor of a substantial portion of PPG's business at the date the Executive
ceases to be employed by PPG (collectively, a "Competitor"); provided, however,
that the restrictions set forth above shall immediately terminate and shall be
of no further force or effect (i) in the event of a default by PPG of the
performance of any of the obligations hereunder, which default is not cured
within ten (10) days after notice thereof, or (ii) if the Executive's employment
has been terminated by PPG other than for Cause, or (iii) if the Executive
resigns for Good Reason provided that the Executive gives written notice to PPG
whenever during the Non-Competition Period that he desires to accept employment
with a Competitor; and that the payment specified in Section 4(b)(ii) hereof
shall be mitigated by the amount of salary and pro rata target bonus payable to
the Executive by the Competitor based on the Executive's initial terms of
employment and attributable to employment during the Non-Competition Period.
Nothing herein shall prohibit the Executive from being a passive owner of not
more than five percent (5%) of the equity securities of an enterprise engaged in
such business which is publicly traded, so long as he has no active
participation in the business of such enterprise.
(b) During the Non-Competition Period, the Executive shall
not, directly or indirectly, (i) induce or attempt to induce or aid others in
inducing an employee of PPG to leave the employ of PPG, or in any way interfere
with the relationship between PPG and an employee of PPG except in the proper
exercise of the Executive's authority, or (ii) in any way interfere with the
relationship between PPG and any customer, supplier, licensee or other business
relation of PPG.
(c) If, at the time of enforcement of this Section 8, a court
shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope, area or other restrictions reasonable under such
circumstances shall be substituted for the stated duration, scope, area or other
restrictions.
(d) The covenants made in this Section 8 shall be construed as
an agreement independent of any other provisions of this Agreement, and shall
survive the termination of this Agreement. Moreover, the existence of any claim
or cause of action of the Executive against PPG or any of its affiliates,
whether or not predicated upon the terms of this Agreement, shall not constitute
a defense to the enforcement of these covenants.
9. REMEDIES FOR EXECUTIVE'S BREACH. In the event Executive violates any
provision of Sections 7 or 8 and such violation continues after notice thereof
to the Executive and the expiration of a reasonable opportunity to cure, then
PPG may thereafter terminate the payment of any post-termination benefits
hereunder, and PPG will have no further obligation to Executive under this
Agreement. The parties acknowledge that any violation of Section 7 or 8 can
cause substantial and irreparable harm to PPG. Therefore, PPG shall be entitled
to pursue any and all legal and equitable remedies, including but not limited to
any injunctions.
10. DISPUTE RESOLUTION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled by binding arbitration, which
shall be the sole and exclusive method of resolving any questions, claims or
other matters arising under this Agreement or any claim that PPG has in any way
violated the non-discrimination and/or other provisions of Title VII of the
Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act
of 1967, as amended; the Americans with Disabilities Act; the Family and Medical
Leave Act; the Employee Retirement Income Security Act of1974, as amended; and,
in general, any federal law or the law of the State of New York. Such proceeding
shall be conducted by final and binding arbitration before a panel of one or
more arbitrators under the administration of the American Arbitration
Association, and in a location mutually agreed to by the Executive and PPG. The
Federal and State courts located in the United States of America are hereby
given jurisdiction to render judgment upon, and to enforce, each arbitration
award, and the parties hereby expressly consent and submit to the jurisdiction
of such courts. Notwithstanding the foregoing, in the event that a violation of
the Agreement would cause irreparable injury, PPG and the Executive agree that
in addition to the other rights and remedies provided in this Agreement (and
without waiving their rights to have all other matters arbitrated as provided
above) the other party may immediately take judicial action to obtain injunctive
relief.
11. NO CONFLICTING OBLIGATIONS OF EXECUTIVE. Executive represents and
warrants that he is not subject to any duties or restrictions under any prior
agreement with any previous employer or other person, and that he has no rights
or obligations except as previously disclosed to PPG which may conflict with the
interests of PPG or with the performance of the Executive's duties and
obligations under this Agreement. Executive agrees to notify PPG immediately if
any such conflicts occur in the future.
12. INDEMNITY OF EXECUTIVE. PPG shall indemnify and defend the
Executive against all claims relating to the performance of his duties hereunder
to the fullest extent permitted by PPG's Articles of Incorporation and Bylaws,
the relevant provisions of which shall not be amended in their application to
the Executive to be any less favorable to him than as at present, except as
required by law.
13. SUCCESSORS.
(a) This Agreement is personal to the Executive and without
the prior consent of PPG shall not be assignable by the Executive otherwise than
by will or the laws of descent and distribution. This Agreement shall inure to
the benefit of and be enforceable by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon PPG and its successors and assigns.
(c) PPG will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of PPG to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that
PPG would be required to perform it if no such succession had taken place. As
used in this Agreement, "PPG" shall mean PPG as herein before defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
14. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, or by telecopier,
or by courier to such address as either party shall have furnished to the other
in writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) In the event of a dispute arising out of this Agreement,
any party receiving any monetary or injunctive remedy, whether at law or in
equity, which is final and not subject to appeal shall be entitled to its
reasonable attorneys' fees and costs incurred with respect to obtaining such
remedy from the other party.
(d) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(e) PPG may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
(f) The Executive's or PPG's failure to insist upon strict
compliance with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or PPG may have hereunder, shall
not be deemed to be a waiver of such provision or right or any other provision
or right of this Agreement.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, PPG has caused
these presents to be executed in its name on its behalf, all as of the day and
year first above written.
COMPANY:
PREMIER PUBLISHING GROUP, INC.
By: /s/Xxxxxxx Xxxxxxxx
EXECUTIVE:
By: /s/Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx