EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into to be effective as of the 1st
day of September 2007, by and between Tix Corporation, a Delaware corporation
(hereinafter the “Company”), and Xxxxxxxx Xxxxx, an individual (hereinafter
“Employee”).
WITNESSETH
WHEREAS,
the Company desires to continue the services of Employee, and Employee is
willing to continue as an employee of the Company, on the terms and subject
to
the conditions hereinafter set forth. This Agreement supersedes and replaces
all
prior agreements between the Company and Employee regarding the subject matter
hereof.
NOW,
THEREFORE, for and in consideration of the mutual promises herein contained,
the
parties hereto hereby agree as follows;
1. Engagement;
Nature of Duties.
The
Company hereby engages Employee, for the period hereinafter set forth, to serve
as and hold the office of Chief Operating Officer, and to perform the duties
of
such offices as provided in the Bylaws of the Company and as directed by the
Board of Directors of the Company. Employee agrees to serve in such capacity
and
to do and perform the service, acts, or things necessary to carry out the duties
of such office, and such other duties, not inconsistent with such offices and
Employee’s position as an executive officer of the Company. Employee shall
report only to the Chief Executive Officer and the Board of Directors of the
Company from time to time. It is expressly agreed and acknowledged that
employment in the capacity of the aforementioned offices was a material
inducement to Employee to enter into this Agreement.
2. Term.
The
term of employment pursuant to this Agreement shall be for a period of
three (3) years, commencing on September 1, 2007 (the “Commencement
Date”), unless sooner terminated in accordance with the provisions hereof (the
“Term”).
3. Performance
of Duties.
Employee shall devote such time and attention to Employee’s duties as may be
reasonably necessary to perform and carry out such duties, but in any event,
a
minimum of 40 hours per week.
Employee
shall perform her duties hereunder primarily in the Las Vegas, Nevada area,
and
shall not be required to perform such duties on a regular basis at any other
location except for site or location visits to be conducted by Employee from
time to time. Employee shall not be required to relocate without her
consent.
4. Compensation.
(a) Base
Salary.
The
Company shall pay to Employee a base salary in the amount of Two Hundred
Twenty-five Thousand Dollars ($225,000) per year (the “Base Salary”), payable in
periodic installments in accordance with the Company’s prevailing policy for
compensating personnel, but not less often than semi monthly. On each yearly
anniversary of the Commencement Date (September 1, 2007), the Base Salary
shall be increased by eight percent (8%).
(b) Discretionary
Bonus.
Employee shall be eligible to receive an annual bonus during her employment
at
the sole discretion of the Company’s Board of Directors (or its Compensation
Committee). It is expected that in determining whether to grant a bonus and
the
amount thereof, if any, the Board will consider the Company’s results of
operations and Employee’s contribution thereto which may be based on performance
criteria established from time to time by the Board.
(c) Stock
Compensation.
Effective as of the date hereof, the Company shall grant to Employee three-year
options (the “Options”) to purchase an aggregate of 300,000 shares of the
Company’s Common Stock in three tranches of 100,000 (each a “Tranche”). All of
the Options shall be exercisable at $7.00 per share, the fair market value
thereof on the date hereof. The First Tranche shall vest on the first
anniversary of the Commencement Date; the second Tranche on the second
anniversary; and the third Tranche on the third anniversary. Upon termination
of
this Agreement for any reason other than for Cause, any Options not previously
vested shall immediately vest and be exercisable for a period of one year from
the date of termination.
5. Expenses
Reimbursement; Automobile.
The
services required of Employee by this Agreement shall include the responsibility
and duty of entertaining business associates and others with whom the Company
is, desires to be, or may become engaged in business or with whom it seeks,
now
or in the future, to develop or expand business relationships, or with whom
it
is otherwise to the benefit of the Company to establish or maintain
communications. It may also be necessary for Employee to travel from time to
time on behalf of and for the benefit of the Company, or in furtherance of
the
Company’s business. It is the Company’s belief that the performance of
Employee’s duties in such travel and entertainment activities will produce the
maximum benefits which the Company expects to derive from Employee’s services.
Accordingly, the Company shall pay, or if Employee shall have paid, shall
reimburse to Employee, any and all expenses incurred by her or for his account
in the performance of his duties hereunder, including all expenses for business,
entertainment, promotion and travel by Employee, subject only to Employee
providing appropriate documentation for such expenses. It is expressly agreed,
in connection therewith, that Employee shall be provided or reimbursed for
reasonable travel and accommodations, but no first-class air travel will be
deemed reasonable, (unless under special price offering). The Company shall
provide Employee with an automobile, reasonably commensurate with Employee’s
office and position, for use by Employee in performing Employee’s duties
hereunder and the Company shall be responsible for all expenses associated
with
ownership/leasing of such automobile, including, but not limited to, costs
of
licensing or registration, insurance, maintenance, taxes and gasoline. Employee
shall maintain such records with respect to the use of such automobile as the
Company may reasonably request.
In
the
event that Employee shall be deemed to have received income, for state or
federal income tax purposes, by reason of Employee’s receipt of or reimbursement
for any of the benefits or expenses set forth in this Section 5, the
Company shall pay or reimburse Employee for all taxes required to be paid by
Employee with respect to such income.
6. Medical
and Life Insurance; Pension Benefits; Tax Preparation.
The
Company shall provide or reimburse Employee and Employee’s spouse for health and
long-term care insurance (premiums up to $10,000 per year), and Employee life
insurance (premiums up to $1,000 per year), and disability insurance (up to
$10,000 per month coverage) (premiums up to $3,000 per year). Employee shall
also have the right to participate in any and all employee retirement benefits
plan or profit-sharing plan which the Company maintains for its personnel,
and
in effect at any time during the period of Employee’s employment hereunder,
subject only to any eligibility restrictions of such plans, the plan documents
and generally applicable policies of the Company. Employee shall be entitled
to
reimbursement of up to $4,000 per year for personal tax consultation and
preparation of tax returns and other forms and filings.
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7. Vacation.
During
each year of the Term, Employee shall be entitled to a vacation of
three (3) weeks, without deduction of salary. Such vacation shall be taken
at such time or times during the applicable year as may be mutually determined
by Employee and the Company. Any additional vacation period shall be determined
by the Company consistent with the general customs and practices of the Company
applicable to its personnel.
8. Termination.
This
Agreement may be terminated by the Company for cause. As used herein, “cause”
shall mean:
(a) the
commission by Employee of any act of embezzlement, fraud, larceny or theft
on or
from the Company or an affiliate of the Company;
(b) the
commission by Employee of, or indictment of Employee for a felony;
(c) failure
to perform, or materially poor performance of, Employee’s duties and
responsibilities assigned or delegated under this Agreement, or any material
misconduct or violation of the Company’s policies.
(d) a
material breach by Employee of any of the covenants, terms or provisions of
this
Agreement or any agreement between the Company and Employee regarding
confidentiality, non-competition or assignment of inventions.
In
addition, this Agreement shall automatically be terminated upon Employee’s death
or permanent disability. As used herein, “permanent disability” shall mean
Employee’s complete inability to perform Employee’s duties hereunder, as
determined by Employer’s physician, which inability continues for more than
ninety (90) consecutive days.
In
the
event that this Agreement is terminated by the Company for any reason other
than
for cause or for death or permanent disability as defined above, or pursuant
to
a Change in Control discussed below, the Company expressly agrees and
acknowledges that Employee shall be entitled to receive the base salary and
benefits described in Sections 4 and 5 of this Agreement for the remainder
of the Term. In the event Employee does obtain other employment following the
Company’s termination of this Agreement other than for cause, the Company shall
be entitled to a set off or reduction in the amounts payable to Employee
hereunder as a result of any compensation paid to Employee with respect to
such
new employment.
9. Change
in Control.
(a) Termination
following a Change in Control.
If a
Change in Control of the Company shall have occurred, Employee shall be entitled
to Termination Benefits (as defined in Section 9(c)) upon the subsequent
termination of Employee’s employment during the term of this Agreement, unless
such termination is pursuant to Section 8, above, or upon termination by
Employee for Good Reason, as defined in Section 9(d).
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(b) What
Constitutes a “Change in Control”.
A
“Change in Control of the Company” shall be deemed to have occurred upon the
occurrence of any one or more of the following events:
(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 “Exchange Act”), other than
Employee or a trustee or other fiduciary holding securities under an employee
benefit plan of the Company; hereafter becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company’s then outstanding securities;
(ii) During
any period (other than any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board and any
new
directors (other than directors designated by a person who has entered into
an
agreement with the Company to effect a transaction described in clauses (i)
or (iii) of this Section 9(b)) whose election by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors
at
the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or
(iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 80% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets.
(c) Termination
Benefits.
As used
in this Agreement, the term “Termination Benefits” means the payment provision
of all of the following:
(i) Employee’s
salary through Employee’s date of termination at the rate in effect at that
time, plus all other amounts, including bonuses, to which Employee is entitled
under this Agreement and any compensation plan of the Company, at the time
such
payments are due but in any event no later than the 30th day after Employee’s
date of termination;
(ii) a
lump
sum Severance Payment (in an amount determined pursuant to Section 9(c)(vi)
below) which amount shall be paid to Employee not later than the 30th day after
Employee’s date of termination;
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(iii) the
Company shall continue to provide Employee for a period of eighteen (18) months
after Employee’s date of termination with benefits substantially similar to
those enjoyed by Employee under any of the Company’s life, medical, health,
accident, or disability plans in which Employee were participating at the time
the Change in Control of the Company occurred; and
(iv) any
and
all options to purchase securities of the Company held by Employee on Employee’s
date of termination (whether or not otherwise fully vested and immediately
exercisable by Employee) shall be fully vested and immediately exercisable
by
Employee for a period of one (1) year following Employee’s date of
termination.
(v) The
term
“Severance Payment” means an amount equal to five (5) times the current
annual base salary actually paid to Employee by the Company before the time
of
the Change in Control of the Company.
(vi) Employee
shall not be required to mitigate the amount of any payment provided for in
this
Section 9 by seeking other employment or otherwise, nor shall the amount of
any payment or benefit provided for in this Section 9 be reduced by any
compensation earned by Employee as the result of the employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owned by Employee to the Company or otherwise.
(vii) In
addition to all other amounts payable to Employee under this Section, Employee
shall be entitled to receive all benefits payable to Employee under the
Company’s profit sharing plan and any other plan or agreement relating to
retirement benefits.
(viii) If
a
Change in Control of the Company shall have occurred during the original or
extended term of this Agreement, this section shall continue in effect for
a
period of 24 months beyond the month in which such change in Control of the
Company occurred.
(d) Termination
by Employee for Good Reason.
The
term “Good Reason” means the occurrence, without Employee’s express written
consent, after a Change in Control of the Company of any of the following
circumstances:
(i) the
assignment to Employee of any duties inconsistent with Employee’s status as a
senior executive officer or key employee of the Company or a substantial adverse
alteration in the nature or status of Employee’s responsibilities from those in
effect immediately prior to the Change in Control of the Company;
(ii) a
reduction by the Company in Employee’s annual salary as in effect on the date
thereof or as the same may be increased from time to time except for
across-the-board salary reductions similarly affecting all senior executives
of
the Company and all senior executives of any person in control of the
Company;
(iii) the
relocation of the Company’s principal executive offices to a location more than
fifty miles from the location of such offices immediately prior to the Change
in
Control of the Company or the Company’s requiring Employee to be based anywhere
other than the Company’s principal executive substantially consistent with
Employee’s present business travel obligations;
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(iv) the
failure by the Company, without Employee’s consent, to pay to Employee any
portion of Employee’s current compensation except pursuant to an
across-the-board compensation deferral similarly affecting all senior executives
of the Company and all senior executives of any person in control of the
Company, within seven days of the date such compensation is due;
(v) the
failure by the Company to continue in effect any compensation plan in which
Employee participate immediately prior to the Change in Control of the Company
which is material to Employee’s total compensation, including but not limited to
the Company’s profit sharing plan, or any substitute plans adopted prior to the
Change in Control of the Company, unless an equitable arrangement (embodied
in
an ongoing substitute or alternative plan) has been made with respect to such
plan, or failure by the Company to continue Employee’s participation therein (or
in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level of
Employee’s participation relative to other participants, as existed at the time
of the Change in Control of the Company;
(vi) the
failure by the Company to continue to provide Employee with benefits
substantially similar to those enjoyed by Employee under any of the Company’s
pension, life insurance, medical, health, and accident, or disability plans
in
which Employee were participating at the time of the Change in Control of the
Company, the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive Employee of any
material fringe benefits enjoyed by Employee at the time of the Change in
Control of the Company, or the failure by the Company to provide Employee with
the number of paid vacation days to which Employee is entitled on the basis
of
years of service with the Company in accordance with the Company’s normal
vacation policy in effect at the time of the Change in Control of the Company;
or
(vii) the
failure of the Company to obtain a satisfactory agreement from any successor
to
assume and agree to perform this Agreement.
Employee’s
continued employment shall not constitute consent to, or waiver of rights with
respect to, any circumstances constituting Good Reason.
10. Indemnification.
The
Company shall indemnify, defend and hold Employee harmless from and against
any
and all claims, demands, suits, obligations, liabilities, actions, losses,
cost,
expenses, fines or penalties which may now or hereafter be pending, threatened
or commenced against or incurred by Employee relating to or in any way resulting
from Employee’s performance of his duties hereunder, or any action or failure to
act by Employee in connection with such duties. Employee’s rights under this
Section 10 shall be in addition to, and not in lieu of, any and all other
rights of Employee under applicable law or any agreement with the Company
regarding indemnification.
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11. Confidential
Information.
(a) As
used
in this Agreement “Confidential Information” means any and all information
disclosed to Employee or which Employee gains knowledge of as a consequence
or
through Employee’s employment by the Company (including information conceived,
originated, discovered or developed by Employee) about the Company’s products,
processes, and services, including information relating to research,
development, inventions, manufacture, purchasing, accounting, engineering,
marketing, merchandising, selling trade secrets, or customer lists, which
information the Company maintains as confidential.
(b) Except
as
required in Employee’s duties to the Company and then only with the Company’s
prior written consent, Employee will not, directly or indirectly, use for
Employee’s own benefit or the benefit of others, or disseminate, disclose,
comment upon or publish articles concerning, any Confidential Information either
during or at any time after the term of this Agreement without the Company’s
consent.
(c) All
documents, papers, notes, notebooks, memoranda, computer files, and other
written electronic records of the Company of any kind in the possession or
under
the control of Employee, shall remain in the property of the Company at all
times. Upon the termination of Employee’s employment with the Company, all
documents, papers, notes, notebooks, memoranda, computer files and other written
or electronic records in Employee’s possession, whether prepared by Employee or
others will be left with Company.
12. Successors;
Binding Agreement.
(a) The
Company 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 the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would
be
required to perform it if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to the effectiveness
of
any such succession shall be a breach of this Agreement and shall entitle
Employee to Termination of Benefits from the Company as provided herein, except
that, for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed Employee’s date of termination. As
used in this Agreement, “Company” shall mean the Company as hereinbefore 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.
(b) This
Agreement shall inure to the benefit of and be enforceable by Employee’s
personal or legal representatives, executors, administrators, successors, heirs,
distribute, devised, and legatees. If Employee should die while any amount
would
still be payable to Employee hereunder if Employee had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance
with
the terms of this Agreement to Employee’s devisee, legatee or other designee or,
if there is no such designee, to Employee’s estate.
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13. Notices.
Any
and
all notices which are required or permitted to be given by any party to any
other party hereunder shall be given in writing, sent by registered or certified
mail, electronic communications (including telegram or facsimile) followed
by a
confirmation letter sent by registered or certified mail, postage prepaid,
return receipt requested, or delivered by hand or messenger service with the
charges therefore prepaid, addressed to such party as follows:
(a) Notice
to the Employee:
|
Xxxxxxxx
Xxxxx
Tix4Tonight
0000
Xxxxxx Xxxx Xx.
Xxxxx
000
Xxx
Xxxxx, XX
Fax
(000) 000-0000
|
(b) Notice
to the Company:
|
Tix
Corporation
00000
Xxxxxxx Xxxxx
Xxxxx
000
Xxxxxx
Xxxx, XX 00000
Fax
(000) 000-0000
|
Or
to
such other address as the parties shall from time to time give notice of in
accordance with this Section. Notices sent in accordance with this Section
shall
be deemed effective on the date of dispatch, and an affidavit of mailing or
dispatch, executed under penalty of perjury, shall be deemed presumptive
evidence of the date of dispatch.
14. Entire
agreement and Modification.
This
Agreement, including the exhibits hereto and the agreements expressly referred
to herein, constitutes the entire understanding between the parties pertaining
to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written. There
are
no warranties, representations or other agreements between the parties, in
connection with the subject matter hereof, except as specifically set forth
herein. No supplement, modification, waiver or termination of this Agreement
shall be binding unless made in writing and executed by the party thereto to
be
bound.
15. Waivers.
No
term, condition or provision of this Agreement may be waived except by an
express written instrument to such effect signed by the party to whom the
benefit of such term condition or provision runs. No such waiver of any term,
condition or provision of this Agreement shall be deemed a waiver of any other
term, condition or provision, irrespective of similarity, or shall constitute
a
continuing waiver of the same term, condition or provision, unless otherwise
expressly provided. No failure or delay on the part of any party in exercising
any right, power or privilege under any term, condition or provision of this
agreement shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any other right,
power or privilege.
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16. Severability.
In the
event any one or more of the terms, conditions or provisions contained in this
Agreement should be found in a final award or judgment rendered by any court
or
arbitrator or panel of arbitrators of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining terms, conditions and provisions contained
herein shall not in any way be affected or impaired thereby, and this Agreement
shall be interpreted and construed as if such term, condition or provision,
to
the extent the same shall have been held invalid, illegal or unenforceable,
had
never been contained herein, provided that such interpretation and construction
is consistent with the intent of the parties as expressed in this
Agreement.
17. Headings.
The
headings of the Articles and Sections contained in this Agreement are included
herein for reference purposes only, solely for the convenience of the parties
hereto, and shall not in any way be deemed to affect the meaning, interpretation
or applicability of this Agreement or any term, condition or provision
hereof.
18. Applicable
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California, without reference to its choice of law principles,
notwithstanding the fact that one or more counterparts hereof may be executed
outside of the State, or one or more of the obligations of the parties hereunder
are to be performed outside of the state.
19. Attorney’s
fees.
In the
event that any party to this Agreement shall commence any suit, action,
arbitration or other proceeding to interpret this Agreement, or determine or
enforce any right or obligation created hereby, including but not limited to
any
action for rescission of this Agreement or for a determination that this
Agreement is void or ineffective ab initio, the prevailing party in such action
shall recover such party’s costs and expenses incurred in connection therewith,
including attorney’s fees and costs of appeal, if any. Any court, arbitrator or
panel of arbitrators shall, in entering any judgment or making any award in
any
such suit, action, arbitration or other proceeding, in addition to any and
all
other relief awarded to such prevailing party, include in such judgment or
award
such party’s costs and expenses as provided in this
Section 19.
20. Execution
and Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed and delivered shall be deemed an original, and such counterparts
together shall constitute only one instrument. Any or all of such counterparts
may be executed within or outside the State of California. Facsimile signatures
shall have the same binding effect as an original wet ink
signature.
21. Covenant
of Further Assurances.
All
parties to this Agreement shall, upon request, perform any and all acts and
execute and deliver any and all certificates, instruments and other documents
that may be necessary or appropriate to carry out any of the terms, conditions
and provisions hereof or to carry out the intent of this Agreement.
22. Remedies
Cumulative.
Each
and all of the several rights and remedies provided for in this Agreement shall
be construed as being cumulative and no one of them shall be deemed to be
exclusive of the others or of any right or remedy allowed by law or equity,
and
pursuit of any one remedy, or a waiver of any other remedy.
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23. Binding
Effect.
Subject
to the restrictions in Section 27 hereof respecting assignments, this
Agreement shall inure to the benefit of and be binding upon all of the parties
hereto and their respective executors, administrators, successors and permitted
assigns.
24. Compliance
With Laws.
Nothing
contained in this Agreement shall be construed to require the commission of
any
act contrary to law and whenever there is a conflict between any term, condition
or provision of this Agreement and any present or future statute, law, ordinance
or regulation contrary to which the parties have no legal right to contract,
the
latter shall prevail, but in such event the term, condition or provision of
this
Agreement affected shall be curtailed and limited only to the extent necessary
to bring it within the requirement of the law, provided that such construction
is consistent with the intent of the parties as expressed in this
Agreement.
25. Gender.
As used
in this Agreement, the masculine, feminine or neuter gender, and the singular
or
plural number, shall be deemed to include the others whenever the context so
indicates.
26. No
Third Party Benefit.
Nothing
contained in this Agreement shall be deemed to confer any right or benefit
on
any person who is not a party to this Agreement.
27. Assignment.
Neither
party may assign this Agreement, or any rights hereunder, without the prior
express consent of the other party.
28. Arbitration.
Any
controversy, dispute or claim of whatever nature arising out of, in connection
with or relating to this Agreement or the interpretation, meaning, performance,
breach or enforcement thereof, including any controversy, dispute or claim
based
on contract, tort, or statute, and including without limitation claims relating
to the validity of this Agreement or relating to termination of employment,
shall be resolved at the request of either party to this Agreement, by final
and
binding arbitration conducted at a location in Los Angeles, California,
administered by Judicate West or Alternative Dispute Resolution, and judgment
upon any award rendered by the arbitrator(s) may be entered by any State or
Federal Court having jurisdiction thereof. Either party may commence such
proceeding by giving notice to the other party in the manner provided in
Section 11 of this Agreement. Upon filing a demand for arbitration, all
parties to the Agreement will have the right of discovery to the maximum extent
provided by law for actions tried before a court, and both agree that in the
event of an arbitration, disputes as to discovery shall be determined by the
arbitrator(s). The arbitrator(s) in any such proceeding shall apply California
substantive law and the California Evidence Code to the proceeding. The
arbitrator(s) shall have the power to grant all legal and equitable remedies
(provisional and final) and award damages provided by California law. The
arbitrator(s) shall prepare in writing and provide to the parties an award
including findings of fact and conclusions of law. The arbitrator(s) shall
not
have the power to commit errors of law or legal reasoning, and the award may
be
vacated or corrected pursuant to California Code of Civil Procedure §§1286.2 or
1286.6 for any such error. The Company shall pay all fees of the arbitrator, and
each party shall bear its or his expenses, costs and attorney fees relating
to
the arbitration and recovery under any order and/or judgment rendered therein.
In any such proceeding general counsel for the Company may represent the Company
regardless of whether such counsel has rendered advice to Employee in the past
unless prohibited by law or rules of the California State Bar Association.
The
parties hereto hereby submit to the exclusive jurisdiction of the courts of
the
State of California for the purpose of enforcement of this agreement to
arbitrate and any and all awards or orders rendered pursuant
thereto.
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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and
year first above written.
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“Company”
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TIX
CORPORATION
A
Delaware Corporation
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| Date: | By: | /s/ |
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Xxxxx
Xxxxxxx, CEO
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“Employee”
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| Date: | ||
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Xxxxxxxx
Xxxxx
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COMPENSATION
COMMITTEE APPROVAL
The
Tix
Corporation Compensation Committee hereby confirms and approves THE EMPLOYMENT
AGREEMENT for Xxxxxxxx Xxxxx effective as of September 1,
2007.
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Xxx
Xxxxxxx
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Date
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Xxxxxx
Xxxxxxxxx
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Date
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Xxx
Xxxxxxx
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Date
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