EXECUTIVE COMPENSATION AGREEMENT
THIS AGREEMENT, made as of this 14th day of August 1998, by
and between Planet Entertainment Corporation, a Florida Corporation, having its
principal place of business at 000 Xxxxx 00 Xxxxx, Xxxxxxxxxx, XX 00000
(hereinafter "Planet" or the "Company") and Xxxxxx X. Venerri, an individual
residing at 000 Xxxx Xxxxxxxx Xxxxx Xxxx, Xxxxxxx, XX 08527(hereinafter referred
to as "Venerri").
WITNESSETH
WHEREAS, it is deemed in the best interest of the Company that
Venerri to devote a majority of his professional time and energies to the
business of the Company;
WHEREAS, the Company seeks to be assured of the continued
special services of Venerri; and Venerri desires to be so employed; and
WHEREAS, the parties desire to set forth in writing their
prior understanding and agreement with respect to such employment;
NOW THEREFORE,
In consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. POSITION.
The Company hereby employs Venerri as the Company's Executive
Vice President and President of PNEC Records in accordance with the powers and
duties specified herein, and generally to be responsible for the day to day
management of any executive decisions concerning the operations of the Company's
Entertainment Division and studios, direct and control its day to day affairs,
make necessary decisions commensurate with his positions in the Company, be
responsible for the financial concerns and operations of the Company's
Entertainment Division and Studios and, in general, to exercise his authority
for the best long term interests of the Company and its shareholders.
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2. TERM.
Effective as of even date, the employment of Venerri shall be
for a term often (10) years subject to Venerri's good faith performance of the
powers and duties outlined in this Agreement.
3. COMPENSATION.
Venerri shall be paid a salary of$ 125,000 for the first year
of employment hereunder with an annual increase during the following nine years,
of at least 10% per annum, each year. Said compensation will commence on the
effective date of this agreement as set forth in Paragraph 2 above.
4. ADDITIONAL COMPENSATION.
Mr. Venerri shall also be entitled to 2.5% of the pre-tax
profits from the Company's Entertainment Division as computed in Generally
Accepted Accounting Principles. Nothing herein shall prohibit the Board of
Directors from granting additional compensation to Venerri in the form of
employee stock options and his salary shall be reviewed annually by the Board
concerning appropriate increases and/or to grant appropriate bonuses for his
contributions to the Company and he shall be included in any cash or stock bonus
or stock plan hereto fore or hereinafter adopted by the company. Under no
circumstances shall the compensation be reduced without Venerri's consent.
5. POWERS AND DUTIES.
Venerri shall be required to devote a substantial portion of
his professional time, attention and energies to the business of the Company and
particularly as it relates to his position as Executive Vice President and
President of PNEC Records provided, however, that he may be associated with
other companies or business entities which do not compete directly or indirectly
with the company and which activities do not materially interfere with his
responsibilities to the Company. Additionally, he shall assume and perform such
other and further responsibilities and duties as may be assigned to him from
time to time by the Board of Directors.
7. COVENANT OF NON-COMPETITION.
During the period of this Agreement, provided the Company is
not in material default of any of the provisions hereof, Venerri shall not,
directly or indirectly, engage in any activity which may be deemed competitive
or in any way in conflict with the Company's business and activities; nor
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shall he engage in or be a member of any partnership or as an officer, director
or employee of any corporation or business entity, which competes directly or
indirectly with the company without the express permission of the Board of
Directors; nor shall he engage in or be actively involved in an other
consultation or advisory agreements, contracts or activities of a professional
or commercial nature, which would compete directly or indirectly with the
Company unless permitted by the Company and its Board of Directors.
8. CONFIDENTIALITY.
Venerri shall keep confidential and secret any methods,
formulations, inventions, know-how, sales and marketing techniques and other
information utilized by the Company during the course of his employment.
9. REIMBURSEMENT OF EXPENSES/EMPLOYEE BENEFITS.
During the term of Venerri's employment hereunder, the Company
shall:
(A) Promptly reimburse Venerri for all reasonable expenses
incurred in connection with the performance of his duties outlined in this
Agreement, inclusive of; but not limited to, travel, long distance telephone
charges, entertainment and administrative and miscellaneous expenses upon
presentation of an itemized list of such expenditures;
(B) Provide health, hospitalization, major medical, dental and
mental health insurance coverage, including routine visits and reimbursement for
all deductible amounts and/or uninsured expenses, it any, to Venerri and his
family or, in lieu thereof at Venerri's option, with a medical coverage
allowance of $1,000 per month;
(C) Provide disability insurance coverage to Venerri in the
lesser of the maximum premium amount of $3,000 per year or the maximum benefit
amount of $200,000 per year; and
(D) Provide Venerri with a Company car to be leased at a cost,
including all maintenance charges, of no more than $750 per month or, at
Venerri's option, with a car allowance of $750 per month.
10. TERMINATION.
The Company shall have the right at any time, upon not less
than sixty (60) days written notice to Venerri, to terminate the employment of
Venerri for "Cause." For purposes of this agreement "Cause" shall mean Venerri's
conviction for a crime of dishonesty, or his failure or refusal
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in a material and continuing manner to perform his obligations as set forth in
this agreement, or his material breach of any provision of this Agreement, for a
period of more than twenty (20) days after receipt of written notice from the
Company specifying the failure or breach, requesting that it be cured and
Venerri's failure to cure the same or to be diligently exerting his best efforts
to cure the same. "Cause" shall not include the inability of Venerri to perform
his obligations hereunder due to mental or physical impairment, or external
circumstances of the market place, governmental regulations or policies or
adverse domestic or world conditions adversely effecting the Company's business.
It is agreed that the Company shall not discharge or terminate the services
of Venerri unless there is a material breach of this Agreement supported by a
good faith resolution of the Board of Directors based upon an opinion of Counsel
to the Company specifying in detail the basis for said termination. In the event
of termination for cause, Mr. Venerri shall receive his salary and bonus, per 4.
above, and other benefits for two (2) months from the date of discharge.
11. TERMINATION WITHOUT CAUSE.
The Company may terminate Venerri on ninety (90) days written
notice subject to the conditions set forth hereunder. In the event of Venerri's
death or disability, this agreement shall terminate. In the event Venerri is
terminated for any other reason without cause or if his continued employment
would require him to relocate to an office in excess of fifty (50) miles from
the Company's present offices and he chooses not to relocate, then the Company,
at Venerri's option shall pay Venerri his salary and bonus for the prior twelve
months times the remaining number of years of this agreement.
12. VACATION.
Venerri shall be entitled to a four (4) weeks paid vacation
per year during the term of this Agreement, which shall be taken at such time as
is convenient to the Company and Venerri. Any and all unused vacation may be
carried over to The succeeding year(s).
13. LIFE INSURANCE.
The Company shall pay premiums for the purchase key man life
insurance on the life of Venerri in the maximum amount of $3,000 per year, the
first $500,000, of any benefit from which shall be payable to the Company, and
the balance to a beneficiary to be designated by Venerri. Venerri shall have the
right increase the benefit amount, at his cost and expense for any additional
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premium, and designate a beneficiary for said additional benefit.
14. DIRECTOR'S AND OFFICER'S INSURANCE.
Simultaneously with the execution of this Agreement, the
Company shall secure directors and officers liability insurance with coverages
and monetary amounts of protection mutually agreed upon by the Company and
Venerri not to be less than $1 million.
15. STOCK OPTION.
Venerri shall have the right to participate in the Company's
non-qualified stock option plan, or any subsequent stock option plan adopted by
the Company.
16. STOCK SPLITS AND DIVIDENDS.
Should the stock of the company split or a stock dividend be
paid for any reason during the term of this Agreement, any unexercised stock
option or warrant, or portion thereof; shall be deemed to be subject to the
terms of the stock split or purchase the equivalent number of shares covered by
the split as if he had previously owned or received his option prior to the
stock split.
17. NOTICES.
All notices and other communications required hereunder shall
be in writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested), if to
Venerri, to his residence, and if to the Company to its principal office.
18. WAIVER.
No waiver of any provision of this Agreement shall be deemed
or shall constitute a waiver of any other provision. No waiver shall be
effective unless executed in writing by the parties hereto.
19. LAW GOVERNING.
This Agreement shall be construed and governed in accordance
with the laws of the State of Jersey.
20. INDEMNIFICATION.
The Company hereby agrees to defend, indemnify and hold
harmless Venerri in connection with any legal action or administrative
proceeding filed against him as a result of any act or omission performed during
the course and scope of his employment, except as may be contrary
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or prohibited as a matter of public policy and the laws of the State of Florida.
22. LEGAL EXPENSES.
Any legal expenses incurred by Venerri in connection with his
employment, this agreement and the indemnity provisions contained herein shall
be borne by the Company.
23. ENTIRE AGREEMENT.
This Agreement contains the entire understanding of the
parties and may not be modified, amended or supplemented, except by the written
agreement of the parties hereto.
24. SEVERABILITY.
If any provision of this Agreement shall be determined to be
void, unenforceable, or against public policy, that provision shall be stricken
and this Agreement shall be construed as if the objectionable provision did not
exist.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
PLANET ENTERTAINMENT CORPORATION
BY: /s/ Xxxx X. Xxxxxx
----------------------------
NAME: XXXX X. XXXXXX
TITLE: PRESIDENT
DATE: 8/14/98
XXXXXX X. XXXXXXX
BY: /s/ Xxxxxx Xxxxxxx
----------------------------
DATE: 8/14/98
BE IT RESOLVED that at a duly constituted meeting of the Board
of Directors of Planet Entertainment Corporation, the foregoing Agreement was
accepted and ratified, and was authorized to be entered into by the Company.
BY: /s/ Xxxxxxx X. Xxxxxx
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RESOLUTION OF THE BOARD OF DIRECTORS
PLANET ENTERTAINMENT CORPORATION
BE IT RESOLVED that on August 14, 1998, notice having been
given telephonically of a meeting of the Board of Directors on August 14, 1998,
and a quorum of Directors physically being present at said meeting, it was
fully resolved by a majority of those Directors present and voting that the
Executive Compensation Agreement between the Company and Xxxxxx X. Venerri was
accepted and ratified, and approved.
BY: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
Chairman, Secretary
BY: /s/ Xxxx X. Xxxxxx
----------------------------
Xxxx X. Xxxxxx
President, CEO
BY: ABSTAIN
----------------------------
Xxxxxx Xxxxxxx
Director
BY:
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Xxxxxxx Xxxxxxxxx
Director
