EXHIBIT 10.9
EMPLOYMENT AGREEMENT DATED APRIL 14, 1999 BETWEEN
THE COMPANY AND ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
EMPLOYMENT AGREEMENT
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This Employment Agreement (the "Agreement") is effective as of the 14th
day of April 1999, by and between Global Outdoors, Inc., an Alaska corporation
(the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ ("▇▇▇▇▇▇▇").
WHEREAS, ▇▇▇▇▇▇▇ has performed services for the Company for
approximately 14 years; and
WHEREAS, the Company desires to employ ▇▇▇▇▇▇▇ pursuant to a written
contract and ▇▇▇▇▇▇▇ desires to be so employed by the Company.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. EMPLOYMENT AGREEMENT.
(a) From April 15, 1999, and for the balance of the Term of
this Agreement (the "Employment Period"), the Company appoints ▇▇▇▇▇▇▇ as Chief
Operating Office, General Counsel and a Director. ▇▇. ▇▇▇▇▇▇▇ will perform such
duties consistent with such positions and as are from time to time delegated to
▇▇▇▇▇▇▇ by the Board of Directors or Chief Executive Officer of the Company.
Specifically, ▇▇▇▇▇▇▇'▇ duties shall include the responsibility for an expanded
marketing effort.
(b) During the Employment Period the Company shall provide
▇▇▇▇▇▇▇ as his principal office with private office(s), secretarial and
administrative assistance, office equipment, supplies and other facilities and
services suitable to ▇▇▇▇▇▇▇'▇ position. It is understood by the parties hereto
that there will be a transition period of approximately nine months for ▇▇▇▇▇▇▇
to complete his relocation to Temecula from Orange County.
2. TERM. The term ("Term") of this Agreement shall commence on April
15, 1999 and shall continue until April 14, 2000, and the Employment Period
thereafter shall be automatically extended for twelve month periods upon the
same terms and subject to the same conditions as herein set forth, until
terminated or modified, or unless either party has delivered written notice at
least ninety (90) days prior to the end of the Term or of any extension thereof
to the effect that the term should not be further extended.
3. COMPENSATION. In consideration of the services to be rendered by
▇▇▇▇▇▇▇ to the Company, the Company hereby agrees to pay or otherwise provide
▇▇▇▇▇▇▇ the following compensation and benefits:
(a) SALARY. During the Employment Period, ▇▇▇▇▇▇▇ shall receive:
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(i) A salary of $10,0000 per month, payable monthly in
arrears;
(ii) From April 1 to September 1, 1999, $7,500 of that amount
shall be paid in cash with the balance accruing as deferred compensation. From
September 1, 1999 forward $8,500 of that amount shall be paid in cash with the
balance accruing as deferred compensation.
(iii) Amounts accrued as deferred compensation may be paid at
the election of ▇▇▇▇▇▇▇ either in cash or Common Stock, however in the event
▇▇▇▇▇▇▇ elects to receive payment in cash, such payment may be further deferred,
in part or in whole, by the Company until such time as the Company has
sufficient cash reserves to make such payments. In the event ▇▇▇▇▇▇▇ elects to
be paid in Common Stock, the price of such stock shall be the price the stock
was trading at when the compensation was earned, if it is deemed legal to do so.
(b) STOCK OPTIONS. The Company hereby grants ▇▇▇▇▇▇▇ an option to
purchase 60,000 shares of Common Stock at a purchase price of $3.00 per share.
This is an amount of shares approximately equivalent to the deferred
compensation ▇▇▇▇▇▇▇ has earned and is anticipated to earn during the initial
Term, hereof, that could be utilized by ▇▇▇▇▇▇▇ to pay the purchase price of
said shares. 45,000 of said shares are exercisable immediately and 15,000 shares
shall vest on April 1, 2000. The options shall be for ten (10) years and shall
expire on March 31, 2009.
(c) BONUSES. Bonuses shall be payable at least once a year in amounts
reasonably determined in good faith by the Company. It is the Company's intent
to establish goals and objectives for ▇▇▇▇▇▇▇ as a partial basis for bonuses.
The Company shall make a good faith effort to pay ▇▇▇▇▇▇▇ a special bonus of
$100,000 in five years from the date hereof, which special bonus is intended to
be paid to ▇▇▇▇▇▇▇ so that he can retire a portion of his home mortgage.
(d) INDUCEMENTS. The following are inducements for ▇▇▇▇▇▇▇ to be
employed by the Company:
(i) The Company shall pay ▇▇▇▇▇▇▇ $19,000 plus accumulated
interest at 6% from April 1, 1999, on February 1, 2001.
(ii) In the event that the Company, for any reason, terminates
▇▇. ▇▇▇▇▇▇▇ or reduces his salary, the Company shall make the monthly payments
to ▇▇▇▇▇▇▇ of $1,500 for a period of three (3) years (potential $54,000 benefit
to ▇▇▇▇▇▇▇). To be used to pay home mortgage.
(iii) The Company will obtain term life and disability
insurance for ▇▇▇▇▇▇▇ in the amount of at least $75,000.
(e) BENEFIT PLANS. In addition to the fees and compensation set forth
above, ▇▇▇▇▇▇▇ shall be entitled to participate in all benefit programs provided
by the Company, including, without limitation, any health, accident, disability
and life insurance programs, retirement programs, vacation and sick leave
benefits, and any other fringe benefit program, including an automobile
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and/or cellular phone allowance, which the Company may adopt and implement for
the benefit of the Company's officers or employees.
(f) MOVING EXPENSES. Payment of reasonable expenses relating to the
packing, moving and unpacking of ▇▇▇▇▇▇▇'▇ household goods and furnishings to
the Temecula, California area, limited to $2,000.00 maximum.
(g) THE OUTDOOR CHANNEL. Salary paid and accrued by The Outdoor Channel
to ▇▇▇▇▇▇▇ shall reduce the monthly salary due ▇▇▇▇▇▇▇.
4. INDEPENDENT ADVICE. The Company has been advised by ▇▇▇▇▇▇▇ in
writing that the Company may seek the advice of an independent lawyer of the
Company's choice regarding this Agreement and has been given a reasonable
opportunity consisting of at least ten (10) days to seek such advice and , in
fact, has sought such advice.
5. COMPETITIVE ACTIVITIES.
(a) During the term of this Agreement ▇▇▇▇▇▇▇ shall not, directly or
indirectly, either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of Global.
(b) ▇▇▇▇▇▇▇ agrees that during the term of this Agreement and for a
period of one year after termination of this Agreement, ▇▇▇▇▇▇▇ shall not
directly or indirectly solicit, hire, recruit, or encourage any other employee
of Global to leave Global.
6. CONFIDENTIALITY. ▇▇▇▇▇▇▇ recognizes and acknowledges that in the
course of his employment with the Company, as contemplated by this Agreement,
and as a result of the position of trust that he will hold under this Agreement,
he will obtain private and confidential information and proprietary data
relating to the Company, including without limitation, financial information,
product and design information, marketing information, customer lists and other
data that are valuable assets and property rights of the Company (collectively
referred to as "Confidential Information"). ▇▇▇▇▇▇▇ agrees that he will not,
during the Term or any time after the termination of the Term, either directly
or indirectly, disclose or use any Confidential Information acquired during his
employment with the Company, unless (i) the Confidential Information has been
made public through no action or fault of ▇▇▇▇▇▇▇, or (ii) its disclosure is
requested or compelled by applicable law or regulatory agency. ▇▇▇▇▇▇▇ further
agrees that after the termination of this Agreement, or at such other time as
the Company requests, ▇▇▇▇▇▇▇ will return to the Company all documents, papers
and records constituting Confidential Information, and all copies of same in
▇▇▇▇▇▇▇'▇ possession and control.
8. INDEMNIFICATION OF LOSSES OF ▇▇▇▇▇▇▇. The Company shall indemnify
▇▇▇▇▇▇▇ for all losses sustained by ▇▇▇▇▇▇▇ in direct consequences of the
discharge of his duties on the Company's behalf.
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9. SUMS DUE UPON DEATH. If ▇▇▇▇▇▇▇ dies prior to the expiration of the
term of his employment, any sums that may be due him from the Company under this
Agreement as of the date of death shall be paid to ▇▇▇▇▇▇▇'▇ executors,
administrators, heirs, personal representatives, successors and assigns.
10. COUNTERPARTS. This Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
GLOBAL OUTDOORS, INC.
By: /S/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and
Chief Executive Officer
/S/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
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