Exhibit 10.8
Employment Agreement between the
Registrant and Xxxxxxx X. Xxxxx. CTO
November 7, 2003
New Millennium Employment Agreement for Xxxxx Xxxxx
November 7, 2003
Dear Xxxxx:
The following sets forth our agreement (the "Agreement") regarding the terms and
provisions of your employment as an employee of New Millennium Media
International, Inc. (the "Company"). Capitalized words which are not otherwise
defined herein shall have the meanings assigned to such words in Section 5 of
this Agreement.
1. Commencement of Employment. Your employment under this Agreement
Shall commence on November 1, 2003 (the "Effective Date"). This
agreement represents an extension to the original employment
contract between you and the Company signed on May 1, 2003. The
terms of this extension supercede the terms of the original
agreement from this point forward although the compensation terms
outlined in the original remain valid and enforceable.
2. Position. You shall be employed as Director of the Company's
Research and Development and the Chief Technology Officer of the
Company and shall report directly to the Chief Executive Officer of
the Company, and your duties and responsibilities to the Company
shall be consistent in all respects with such position. You shall
devote substantially all of your business time, attention, skills
and efforts exclusively to the business and affairs of the Company,
other than minimal amounts of time devoted by you to the management
of your personal finances or to engaging in charitable or community
service. Your principal place of employment shall be the executive
offices of the Company in Safety Harbor, Fl or other agreed to
locations although you understand and agree that you will be
required to travel from time to time for business purposes.
3. Compensation.
a. Base Salary. All compensation to you for all services rendered
to the Company and its subsidiaries, the Company will pay you
a base salary:
i. year one of $150,000 one hundred fifty thousand dollars
ii. year two of $180,000 one hundred eighty thousand dollars
iii. year three of $240,000 two hundred forty thousand
dollars
Salary shall be payable in 24 payments payable on the 15th and
the last day of each month. Notwithstanding the above, only
$120,000 of the year one annual salary will be payable in cash
($5,000 per payment) until such time as the Technology
Department of the Company achieves a positive cash flow for
two consecutive months. The balance of the year one salary
shall be accrued and will be paid at such time as the company
achieves aggregate gross sales in excess of $2.5 million.
However, you may elect at your option, to procure stock in the
Company. This stock will be issued from the company's
authorized employee stock option play ESOP at the prevailing
price of the plan. Your base salary will be paid to you in
accordance with the Company's regular payroll practices
applicable to its executive employees.
b. Bonus. You shall be eligible to participate in the annual
Senior Executive Bonus Plan (domestic) sponsored by the
Company or any successor plan hereto. Such bonus program, if
in effect, shall afford you the opportunity to earn an annual
bonus for each fiscal year of the Company during your
employment. During the Fiscal Year 2004 only, your target
annual bonus will be at the discretion of the Board of
Directors for performance exceeding the expected milestone
below.
i. Signing Alpha project customers
ii. Executing at least two licensing agreements with other
LED or VMS manufacturer's.
iii. Securing orders invoiced in 2004 in excess of $2.5
millions dollars
iv. Executing a manufacturing production contract with an
electronic subassembly manufacturer acceptable to the
Company.
v. Filing of additional patents under the NMMG name through
Knobbe, Marten, Xxxxx & Bear or their equivalent
vi. The sale or equity investment in the company, in whole
in part (at least 10%), to any third party with the
intention of participating in the commercialization and
sale of OnScreen products.
c. Bonus Shares. In consideration of this Agreement, the Company
at its will also offer you an initial stock grant of 450,000
shares (the "Bonus Shares") of NMMG common stock. In the event
that you are terminated with cause or you voluntarily resign
from the Company.
i. during the first year of this Agreement, the Company at
its option may repurchase all of the Bonus Shares for
$450
ii. during the second year of this Agreement, the Company at
its option may repurchase 300,000 of the Bonus Shares
for $450
iii. during the third year of this Agreement, the Company at
its option may repurchase 150,000 of the Bonus Shares
for $450
iv. Benefits. You shall be eligible to participate in all
employee benefit plans and arrangements that the Company
provides to its executive employees in accordance with
the terms of such plans and arrangements, which shall be
no less favorable to you in the aggregate, than the
terms and provisions available to other executive
employees of the Company.
4. Termination
a. Termination for Cause. If your employment is terminated by the
Company for Cause, the Company shall pay you the full amount
of the accrued but unpaid base salary you have earned through
the date of your termination, plus a cash payment (calculated
on the basis of your base salary then in effect) for all
unused accrued vacation. In addition, you shall be entitled to
benefits under the employee plans and arrangement described in
appropriate company employee handbooks. b. Termination for
Other than for Cause. During the three (3) year period
following the Effective Date only, if your employment is
terminated by the Company for reasons other than for Cause,
the Company shall pay you the full amount of the accrued by
unpaid base salary you have earned through the date of your
termination, plus a cash payment (calculated on the basis of
your base salary then in effect) for all unused accrued
vacation. In addition, the Company shall pay you a lump sum
amount depending on the date of your employment termination as
follows:
Termination Date Amount
During 1-year period 100% of annual base salary
Following Effective Date ($150,000)
Following first anniversary 100% of annual base salary
of Effective Date 100% of target annual bonus
There shall be no other payments or benefits on termination.
5. Definitions. For purposes of this Agreement, the following
capitalized words shall have the meanings set forth below:
"Cause" shall mean a termination of your employment which is a
result of (i) your felony conviction, (ii) your willful and
unauthorized disclosure of material trade secrets or other
material confidential information related to the business of
the Company and its subsidiaries or (iii) your willful and
continued failure substantially to perform your duties with
the Company (other than any such failure resulting from your
incapacity due to physical or mental illness or any such
actual or anticipated failure resulting from resignation by
you) after a written demand for substantial performance is
delivered to you by the Chief Executive Officer, which demand
specifically identifies the manner in which the Company
believes that you have not substantially performed your
duties, and which performance is not substantially corrected
by you within 10 days of receipt of such demand. For purposes
of the previous absences, no act or failure to act on your
part shall be deemed "willful" unless done, or omitted to be
done, by you not in good faith and without reasonable belief
that your action or omission was in the best interest of the
Company.
6. Notices. For the purpose of this Agreement, notices and all other
Communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed
by United States registered mail, return receipt requested, postate
prepaid, address to the New Millennium Media International, Inc. 000
0xx Xxxxxx xxxxx, Xxxxx 000, Xxxxxx xxxxxx, Xx, 00000, Attn: Xxxx
"JT" Thatch, Chief Executive Officer, with a copy to the General
Counsel of the Company, or to you at this address set forth on the
first page of this agreement or to such other address as either
party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective
only upon receipt.
7. Miscellaneous
a. Amendments, Waivers, Retention, Agreement, Etc. No provision
of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in
writing. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are
not expressly set forth in this Agreement and this Agreement
shall supercede all prior agreements, negotiations,
correspondence, undertakings, and communications of the
parties, oral or written, with respect to the subject matter
hereof.
b. Validity. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
c. Counterparts. This Agreement may be executed in several
counterparts each of which shall be deemed to be the original
but all of which together constitute one and the same
instrument.
d. Withholding. Amounts paid to you hereunder shall be subject to
all applicable federal, state and local withholding taxes.
e. Source of Payments. All payments provided under this
Agreement, other than payments made pursuant to a plan which
provides otherwise, shall be paid in cash from the general
funds of the Company, and no special or separate fund shall be
established, and no other segregation of assets made, to
assure payment. You will have no right, title or interest
whatsoever in or to any investments which the Company may make
to aid it is meeting in obligations hereunder. To the extent
that any person acquire a right to receive payments from the
Company hereunder, such right shall be no greater than the
right of an unsecured creditor of the Company.
f. Headings. The headings contained in this Agreement are
intended solely for convenience of reference and shall not
affect the rights of the parties to this Agreement.
g. Governing Law. The validity, interpretation, construction, and
performance of this Agreement shall be governed by the laws of
the State of Florida applicable to contracts entered into and
performed in such State.
If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter,
which will then constitute our agreement on this subject.
Sincerely,
New Millennium Media International, Inc.
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Xxxx Xxxxxx
CEO
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Date
Agreed to and accepted:
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Xxxxx Xxxxx
