EMPLOYMENT AGREEMENT
This Agreement is made this date, by and between TWIN FACES EAST
ENTERTAINMENT CORPORATION ("Employer") and Xxxxx X. XxXxxxxx ("Employee").
WHEREAS, the Employer is engaged in the business of development of
intellectual and entertainment properties; and
WHEREAS, the Employer desires to retain the services of the Employee in the
capacity as its Secretary and Treasurer
NOW THEREFORE IT IS AGREED AS FOLLOWS:
Section 1. Employment. The Employer agrees to employ the Employee and
the Employee agrees to accept the employment described in this Agreement.
Section 2. Duties. The Employee shall serve as Secretary and Treasurer
of the Employer, with such duties as are customarily associated with such
position. The Employee shall be responsible for day-to-day financial
operations, strategic planning, and implementation of the Employer's
business. The Employee shall not be entitled to additional compensation by
reason of service as a director of the Employer or as a fiduciary of an
employee benefit plan of the Employer. The Employee's duties shall include
the following:
Operating as Chief Financial Officer, Secretary and Treasurer of the
Employer's Corporation as provided in the By Laws of the Corporation.
Section 3. Extent of Services. Initially the Employee shall devote half
of his working time and at some mutually agreeable later time the majority of
his working time, attention, and energies to the performance of his duties
and shall not be engaged in any competing business activity, whether or not
pursued for gain. The Employee shall at all times faithfully and to the best
of his ability perform his duties under this Agreement. The duties shall be
rendered either at the Employer's offices in Nevada or from his home, or at
other place or places of business and at such times as the needs of the
Employer may dictate.
Section 4. Term. The term of this agreement shall begin shortly after
the availability of project funding within the Company ("Effective Date")
with compensation retroactive to January 1, 2002 and shall continue for a
five-year period. The parties presently anticipate that the employment
relationship may continue beyond this five-year term. This Agreement shall
not give the Employee and enforceable right to employment beyond this term.
Section 5. Compensation.
5.1 Base Compensation. The Employee will receive a base salary of $150,000
per year, payable in accordance with the Employer's standard payroll
procedures. While working half-time the base compensation shall be $75,000
per year. The Employee is eligible for performance-based bonuses, but there
is no assurance or expectation that the bonuses will be paid. Bonuses will
be paid, if at all, at the sole discretion of the Board of Directors or in
accordance with an executive bonus plan adopted by the Board of Directors.
5.2 Benefits. The Employee shall receive family medical insurance coverage,
life insurance equal to twice (two times) the annual base salary, and other
fringe benefits provided to full time, non-union employees of the Employer.
An auto allowance will be provided, or alternately, a leased vehicle for
company use at a cost not to exceed $600 per month plus insurance, fuel, and
operating maintenance.
5.3 Expenses. The Employer shall reimburse the Employee for reasonable out-
of-pocket expenses incurred by the Employee in fulfilling his duties. The
Employer shall, within its financial means and constraints, provide the
Employee with suitable office facilities, equipment, supplies, and staff.
5.4 Signing Bonus. The Employer shall receive a one time signing bonus
of $20,000 to be paid with the first regular payroll.
5.5 Stock. The Employee shall receive an initial issuance of common
stock for services rendered prior to this Agreement of Two Hundred Thousand
shares of company common stock. Such stock shall be subject to SEC rule 144
restrictions and be issued upon the receipt of anticipated funding by the
Corporation and concurrent with the resignation of the Employer's present
Secretary and Treasurer.
Section 6. Termination.
6.1 For Cause. The Employer may terminate the Employee's employment at
any time "for cause" with immediate effect upon delivering written notice to
the Employee. For purposes of this Agreement, "for cause" shall include: (a)
embezzlement, theft, larceny, material fraud, or other acts of dishonesty;
(b) material violation by Employee of any of his obligations under this
Agreement; ( c) conviction of or entrance of a plea of guilty or nolo
contendere to a felony or other crime which has or may have a material
adverse effect on the Employee's ability to carry out his duties under this
Agreement or upon the reputation of the Employer; (d) conduct involving moral
turpitude; (e) gross insubordination or repeated insubordination after
written warning by the Chair of the Board; or (f) material and continuing
failure by the Employee to perform duties described in this Agreement in a
quality and professional manner for at least sixty (60) days after written
warning by the Board of Director or its Chair. Upon termination "for cause",
the Employer's sole and exclusive obligation will be to pay the Employee his
compensation earned through the date of termination, and the Employee shall
not be entitled to any compensation after the date of termination.
6.2 Upon Death. In the event of the Employee's death during the term of
this Agreement, the Employer's sole and exclusive obligation will be to pay
the Employee's spouse, if living, or his estate, if his spouse is not then
living, the Employee's compensation earned through he date of death, plus 3
months base compensation severance.
6.3 Upon Disability. The Employer may terminate the Employee's employment
upon the Employee's total disability. The Employee shall be deemed to be
totally disabled if he is unable to perform his duties under the Agreement by
reason of mental or physical illness or accident, for a period of three
consecutive months. Upon termination by reason of the Employee's disability,
the Employer's sole and exclusive obligation will be to pay the Employee his
compensation earned through the date of termination plus three months base
compensation severance.
Section 7. Covenant Not to Compete.
7.1 Covenant. For a period of five years from the Effective Date of this
Agreement, and for such period after five years as the Employee continues to
be employed by the Employer, and for a one year period after the Employee's
employment with the Employer has been terminated by either party, the
Employee will not directly or indirectly:
A. enter into or attempt to enter into "Restricted Business" (as
defined below) in the entertainment business;
B. induce or attempt to persuade any former, current or future
employee, agent, manager, consultant, director, or other participant in the
Employer's business to terminate such employment or other relationship in
order to enter into any relationship with the Employee, any business
organization in which the Employee is a participant in any capacity
whatsoever, or any other business organization in competition with the
Employer's business; or
C. use contracts, proprietary information, trade secrets, confidential
information, customer lists, mailing lists, goodwill, or other intangible
property used or useful in connection with the Employer's business.
7.2 Indirect Activity. The term "indirectly" as used in section 7.1 above,
includes acting as a paid or unpaid director, officer, agent, representative,
employee of, or consultant to any enterprise, or acting as a proprietor of an
enterprise, or holding any direct or indirect participation in any enterprise
as an owner, partner, limited partner, joint venturer, shareholder, or
creditor.
7.3 Restricted Business. The term "Restricted Business" means the
entertainment industry and privacy and security training and development. The
Employee may own not more than five percent of the outstanding equity
securities of a corporation that is engaged in the Restricted Business, if
the equity securities are listed for trading on a national stock exchange or
is a reporting company under the Securities Exchange Act of 1934.
Section 8. Severability. The covenants set forth in this Agreement above
shall be construed as a series of separate covenants, one for each county in
each of the states of the United States to which such restriction applies.
If, in any judicial proceeding, a court of competent jurisdiction shall
refuse to enforce any of the separate covenants deemed included in this
Agreement, or shall find that the term or geographical scope of one or more
of the separate covenants is unreasonably broad, the parties shall use their
best good faith efforts to attempt to agree on a valid provision which shall
be a reasonable substitute for the invalid provision. The reasonableness of
the substitute provision shall be considered in light of the purpose of the
covenants and the reasonable prospectable interests of the Employer and the
Employee. The substitute provision shall be incorporated into this
Agreement. If the parties are unable to agree on a substitute provision,
then the invalid or unreasonably broad provision shall be deemed deleted or
modified to the minimum extent necessary to permit enforcement.
Section 9. Confidentiality. The Employee acknowledges that he will
develop and be exposed to information that is or will be confidential and
proprietary to the Employer. The information includes customer lists,
marketing plans, pricing data, product plans, software, and other intangible
information. Such information shall be deemed confidential to the extend not
generally known within the trade. The Employee agrees to make use of such
information only in performance of his duties under this Agreement, to
maintain such information in confidence and to disclose the information only
to persons with a need to know.
Section 10. Remedies. The Employee acknowledges that monetary damages
would be inadequate to compensate the Employer for any breach by the Employee
of the covenants set forth in this Agreement. The Employee agrees that, in
addition to other remedies which may be available, the Employer shall be
entitled to obtain injunctive relief against the threatened breach of this
Agreement or the continuation of any breach, or both, without the necessity
of proving actual damages.
Section 11. Waiver. The waiver by the Employer of the breach of any
provision of this Agreement by the Employee shall not operate or be construed
as a waiver of any subsequent breach by the Employee.
Section 12. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
Section 13. Arbitration. If at anytime during the term of this Agreement
any dispute, difference, or disagreement shall arise upon or in respect of
this Agreement, and the meaning and construction thereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed
upon by both parties, or if no single arbiter can be agreed upon, an arbiter
or arbiters shall be selected in accordance with the rules of the American
Arbitration Association (AAA) and such dispute, difference, or disagreement
shall be settled by arbitration in accordance with the then prevailing
commercial rules of the AAA, and judgment upon the award rendered by the
arbiter may be entered in any court having jurisdiction thereof.
Section 14. Attorney Fees. In the event an arbitration, suit or action is
brought by any party under this Agreement to enforce any of its terms, or in
any appeal therefrom, it is agreed that the prevailing party shall be
entitled to reasonable attorneys fees to be fixed by the arbitrator, trial
court, and/or appellate court.
This Agreement is made and entered this 1st day January 2002.
Employer: Employee:
Twin Faces East Entertainment Corporation
by
/S/Xxxxxxx Xxxxxxxxx /S/Xxxxx X. XxXxxxxx
Xxxxxxx Xxxxxxxxx, President Xxxxx X. XxXxxxxx
January 1, 2002 January 1, 2002
Date Date
