EXHIBIT 10.5
XXXXX XXXXXXXXXX EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
AGREEMENT effective April 1, 1995 by and between Independent
Telemedia Group ("Corporation"), and Xxxxx X. Xxxxxxxxxx
("Employee").
Corporation desires to employ Employee to devote full time to
the business of the Corporation, and Employee desires to be so
employed.
The parties agree as follows:
1. Employment. Corporation agrees to employ Employee, and
Employee agrees to be so employed, in the capacity of
Chief Financial Officer. Employment shall be for a
term of three years effective as of April 1, 1995 and
terminating March 31, 1998.
2. Time and efforts. Employee shall diligently and
conscientiously devote his full and exclusive time and
attention and best efforts in discharging his duties as
the Corporation's Chief Financial Officer and Corporate
Secretary.
3. Board of Directors. Employee shall at all times
discharge his duties in consultation with and under the
supervision of the Corporation's Chief Executive
Officer. In the performance of his duties, Employee
shall make his principal office in such place as the
Corporation's executive offices. Employee will also
function as Corporate Secretary and as a member of the
Board of Directors. The Employee will be entitled to
receive benefits and compensation awarded other
insiders serving on the Board of Directors.
4. Compensation.
(a) First year. During the Corporation's fiscal year
beginning April 1, 1995, Corporation shall pay to
Employee as compensation for his services the sum
of $120,000. This amount shall be paid in equal
installments twice per month.
EMPLOYMENT AGREEMENT
PAGE TWO
(b) Second year. During the Corporation's fiscal year
1996, Corporation shall pay to Employee as
compensation for his services the sum of $120,000
plus a percent raise between 5 and 20% as approved
by the Executive Compensation Committee of the
Board of Directors. This amount shall be paid in
equal installments twice per month.
(c) Third year. During the Corporation's fiscal year
1997, Corporation shall pay to Employee as
compensation for his services the sum of the
amount pursuant to subparagraph (b) plus a percent
raise between 5% and 20% as approved by the Chief
Executive Officer under the supervision of the
Executive Compensation Committee. This amount
shall be paid in equal installments twice per
month.
5. Expenses
(a) Reimbursement. The Corporation shall reimburse
Employee for all reasonable and necessary expenses
incurred in carrying out his duties under this
Agreement. Employee shall present to the
Corporation from time to time an itemized account
of such expenses in any form required by the
Corporation.
(b) Automobile. The Corporation recognizes the
Employee's need for an automobile for business
purposes. It, therefore, shall provide the
Employee with an automobile allowance of $750.00
per month.
6. Profit Sharing Bonus: Employee will participate in the
corporation's executive profit sharing plan which
provides for the payment of additional compensation to
key executives of the company as determined by the
Board of Directors or a committee so designated by
them, with employee's share to be up to $37,500.
7. Stock Options. Employee will participate in the
corporation's employee stock option plan with the
exercise price equal to the following amounts per share
and the following amounts vesting immediately upon
execution of this agreement.
EMPLOYMENT AGREEMENT
PAGE THREE
135,000 Shares $1.375
The options expire on March 31, 1998.
8. Termination without cause. The Employer may without
cause terminate this Agreement at any time by giving 30
days' written notice to the Employee. In that event,
the Employee, if requested by the Employer, shall
continue to render his services, and shall be paid his
regular compensation up to the date of termination. In
addition, the Employee shall be paid on the date of
termination a severance allowance equal to 12 months of
service at the then effective rate plus any bonus due
for the period pursuant to paragraph 6.
9. Disability. In the event any illness or accident
renders Employee totally disabled, Corporation's
obligations under this Agreement shall terminate 13
weeks after the determination of total disability.
10. Arbitration. Any controversy or claim arising out of,
or relating to this Agreement, or its breach, shall be
settled by arbitration in the City of Los Angeles in
accordance with the then governing rules of the
American Arbitration Association. Judgment upon the
award rendered may be entered and enforced in any court
of competent jurisdiction.
11. Notices. All notices required or permitted to be given
under this Agreement shall be given by certified mail,
return receipt requested, to the party at the following
address or to such other addresses as either may
designate in writing to the other party;
Independent Telemedia Group
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
12. Vacations. Pursuant to the corporation's current
policy, the Employee shall be entitled each year to
vacation during which time his compensation shall be
paid in full.
13. Health Insurance. The Employee shall be entitled to
paid health insurance coverage for family pursuant to
the Company's insurance coverage.
EMPLOYMENT AGREEMENT
PAGE FOUR
14. Governing law. This Agreement shall be construed and
enforced in accordance with the laws of the State of
California.
15. Entire contract. This Agreement constitutes the entire
understanding and agreement between the Corporation and
Employee with regard to all matters herein. There are
no other agreements, conditions or representations,
oral or written, express or implied, with regard
thereto. This Agreement may be amended only in
writing, signed by both parties.
16. Non-waiver. A delay or failure by either party to
exercise a right under this Agreement, or a partial or
single exercise of that right, shall not constitute a
waiver of that or any other right.
17. Headings. Headings in this Agreement are for
convenience only and shall not be used to interpret or
construe its provisions.
18. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an
original but all of which together shall constitute one
and the same agreement.
19. Binding effect. The provisions of this Agreement shall
be binding upon and inure to the benefit of both
parties and their respective successors and assigns.
In witness whereof Corporation has by its appropriate officers,
signed and affixed its seal and Employee has signed and sealed
this Agreement.
Attest: Independent Telemedia
Group
_____________________ By_______________________
EMPLOYMENT AGREEMENT
PAGE FIVE
Witness: Employee
____________________ _________________________
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