EXHIBIT 10.4
EMPLOYMENT AGREEMENT
This Agreement is made and effective this 20th day of June 2008 by
Alpha Music Mfg. Corp., a Florida corporation, with its principal place of
business at 0000 XX 00xx Xxx. Xxx "X" Xxxxxxxxxx, XX 00000 ("ALPHA"), and
Xxxxxxx Xxxxx, whose address is 0000 XX 000xx Xxx. Xxxxxxxxxx, XX 00000
("Xxxxx")
WHEREAS, ALPHA's primary business objective consists of offering the
services of Audio CD/CD Rom duplication and replication, Audio Cassette
duplication, DVD duplication and Vinyl record pressing (the "Business"); and
WHEREAS, ALPHA wishes to retain Xxxxx, and Xxxxx wishes to be retained
in such capacity and perform certain services for ALPHA, to promote the
interests of the business;
NOW THEREFORE, in consideration of the promises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by each party, the parties, intending to be legally bound,
hereby agree as follows:
1. The above recitals are true and correct and incorporated herein by
reference.
2. ALPHA hereby retains Xxxxx as Plant Engineer and Production Manager
and Xxxxx hereby accepts such engagement, under the conditions and requirements
specified herein, as an employee of ALPHA, with such duties and responsibilities
as may reasonably be assigned pursuant to this Agreement.
3. Xxxxx'x principal duties shall include Plant Engineer and Production
Manager and such other responsibilities as may be reasonably designated by
ALPHA's Board of Directors to enhance and promote the Business.
4. Xxxxx shall work full time commencing July 1st 2008 at compensation
of $ 4000 per month which shall be paid from operating capital and not
investment capital use of proceeds with ALPHA providing suitable working
conditions. Xxxxx shall receive 300,000 shares of Pop Starz Publishing Corp.
common stock ("PSPC") currently representing 5% of PSPC common stock provided,
however, that the stock shall be subject to forfeiture on a pro rata basis in
the event Xxxxx does not remain employed by ALPHA for a period of three (3)
years.
For a period of two years commencing on the 182nd day following
execution of this agreement, Xxxxx shall have the right to exchange all of his
shares received per this agreement for 16.666 % of Alpha conditioned upon the
return of all funds received by Alpha plus interest from PSPC and/or its
designees. For a period of two years commencing on the 60th day following
execution of this agreement, PSPC may exchange with Xxxxx 16.666 % of its Alpha
shares for return of all Xxxxx'x PSPC shares without Alpha being required to
return any funds to PSPC. If PSPC exercises its right, it shall also have the
right to require Alpha to spin-out its shares to the PSPC shareholders of
record.
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5. Xxxxx acknowledges that this Employment Agreement is "at will," and
the parties agree that this agreement may be terminated by either party upon two
(2) months written notice if "without cause" (for any reason whatsoever). ALPHA
shall also have the right to terminate this agreement "for cause." For purposes
of this agreement, "cause" shall include the inability of Xxxxx, through
sickness, absence or other incapacity, to perform the duties required under this
agreement for a period in excess of one (1) month; the refusal of Xxxxx to
follow the directions of ALPHA board of directors or executive officers;
dishonesty; theft; or conviction of a crime.
6. Xxxxx acknowledges that he will have access to significant
Confidential and Propriety Information of ALPHA including client and vendor
names, ALPHA talent development services and techniques, and any information,
formula, pattern, compilation, program, device, method, technique, or process
that: (a) derives independent economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use; and
(b) is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy. Xxxxx further acknowledges that all such Confidential and
Propriety Information is of unique and great value to ALPHA, and is essential to
ALPHA preservation of its Business and goodwill. Accordingly, Xxxxx agrees that
all such Confidential and Propriety Information will be acquired under
circumstances giving rise to a duty to maintain its secrecy or limit its use,
and that Xxxxx will not misappropriate, or otherwise disclose (directly or
indirectly) to any third party without the written permission of ALPHA, any such
Confidential and Propriety Information. In the event Xxxxx is required to make
disclosure pursuant to any state or federal law or pursuant to proper court or
similar governmental order, Xxxxx shall provide ALPHA with at least twenty (20)
days' prior written notice of such required disclosure so that ALPHA may take
such actions, as it may deem necessary or appropriate. This provision shall
survive termination of this agreement for a period of one (1) year.
7. Xxxxx further agrees that any and all products, designs, talent
development techniques, art works and work product of any nature whatsoever
developed by Xxxxx or anyone at ALPHA, whether or not during working hours and
which has or may have applicability to any aspect of ALPHA's Business, as
determined by ALPHA in its sole discretion (collectively "Work Product"), shall
be the sole and exclusive property of ALPHA, and Xxxxx hereby irrevocably
conveys to ALPHA all of Xxxxx'x right, title and interest in and to all Work
Product which may be developed during his employ by ALPHA.
8. Xxxxx agrees that while this agreement is in effect and for a period
of one (1) year following termination hereof, Xxxxx will not in any way compete
with the Business of ALPHA within one-hundred (100) miles of ALPHA and/or ALPHA
affiliated entities offices and facilities, including that Xxxxx will not
solicit any current of former employees of or any of ALPHA's actual or
prospective clients, vendors, licensees, songwriters, song producers, song
promoters, album distributors, etc...
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9. Time is of the essence of this agreement. This agreement is made in
the State of Florida and shall be governed by Florida law. This is the entire
agreement between the parties and may not be modified or amended except by a
written document signed by the party against whom enforcement is sought. This
agreement may be signed in more than one counterpart (including by facsimile),
in which case each counterpart shall constitute an original of this agreement.
Any paragraph headings are for convenience only and are not intended to expand
or restrict the scope or substance of the provisions of this agreement. Wherever
used herein, the singular shall include the plural, the plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as the
context requires. The provisions of this agreement shall be deemed severable, in
whole or in part. Any dispute arising out of or relating to this agreement will
be resolved in the courts of Broward County, Florida, and the prevailing party
shall be entitled to reasonable costs and attorney's fees. This agreement is a
personal services contract and may not be assigned by Xxxxx without the prior
written consent of ALPHA.
10. Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, agency, or lessor-lessee relationship; but, rather,
the relationship established hereby is that of an employee of ALPHA.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
Alpha Music Mfg. Corp. Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
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By: Xxxxxxx Xxxxx By: Xxxxxxx Xxxxx
President
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