1
CAMERA PLATFORMS INTERNATIONAL, INC.
EXHIBIT 10.3
EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND XXX ATLAS
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into as
of the 1st day of January, 1997 by and between Camera Platforms International,
Inc., a Delaware corporation (the "Company") and Xxx Atlas ("Employee").
WITNESSETH:
WHEREAS, in recognition of the complexity of its industry and the
competitive nature of its business, the Company has experienced and expects to
continue to experience a substantial need for management services;
WHEREAS, the Company acknowledges the expertise and experience of the
Employee, and is aware of the very significant contribution which the Employee
could make to the success of the Company's business by the provision of the
services enumerated herein; and
WHEREAS, the Company now desires to employ the Employee, and the
Employee wishes to be employed by the Company, for the purpose of providing such
services to the Company.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Services to be Performed by the Employee. The Employee shall provide to
the Company such services of a managerial and operational nature as the
Board of Directors shall determine from time to time to be reasonably
necessary or advisable and in the best interests of the Company in the
course of its business. The Employee shall hold the title of President
and Chief Operating Officer, and shall report directly to the Board of
Directors of the Company. The Employee agrees that, to the best of his
ability and experience, he will, at all times, loyally and
conscientiously, perform all of the duties and obligations either
expressly or implicitly required of him by the terms of this Agreement.
The Employee shall provide services hereunder on a full- time and
exclusive basis, consisting of not less than 40 hours per week.
2. Other Activities. At all times during the term of this Agreement, the
Employee may not engage
- 38 -
2
CAMERA PLATFORMS INTERNATIONAL, INC.
or participate for his own account, whether, directly or indirectly, as
an employee, employer, consultant, agent, principal, partner,
stockholder, or in any other capacity, in any business which is
competitive with the Company, or in any activities which detract from
his duties hereunder.
3. Term of the Agreement. Unless terminated earlier pursuant to the terms
hereof, the term of this Agreement shall be five (5) years, beginning on
January 1, 1997 and terminating on December 31, 2002. This Agreement
shall automatically be extended for successive one (1) year periods
beginning on the respective anniversary dates hereof, unless either
party gives at least thirty (30) days' written notice of their election
not to renew this Agreement to the other party. In the event this
Agreement is renewed, all covenants in this Agreement will remain in
full force and effect, unless the parties agree to a written
modification thereto.
4. Compensation. In consideration for the services to be performed by the
Employee hereunder, the Employee shall receive an annual salary of
Seventy-Five Thousand Dollars ($75,000), payable in accordance with the
Company's established payroll procedures, but not less often than
monthly. The Board of Directors of the Company shall review the
Employee's compensation on an annual basis, and shall adjust the
Employee's compensation based on the Employee's and the Company's
performance. Additionally, the Company shall pay the Employee a
quarterly bonus of Six Thousand Two Hundred and Fifty Dollars ($6,250)
(each, a "Quarterly Bonus"), as follows:
a. The Quarterly Bonuses for the fiscal quarters ending on March
31, 1997 and June 30, 1997 shall be paid regardless of the
profitability of the Company;
b. The Quarterly Bonus for the fiscal quarters ending thereafter
shall be paid if the Company is profitable during such quarter,
as that term is defined in subparagraph (d) below.
c. Subject to subparagraph (d) hereof, the Quarterly Bonuses shall
be calculated quarterly, based on the Company's profitability
for the fiscal quarter most immediately completed, with payment
made within forty-five (45) days following the end of such
fiscal quarter.
d. For purposes of this Agreement, the term "profitable" or
"profitability" shall mean that the Company has generated annual
net profits before taxes, as shown in the audited annual
financial statement prepared by the Company's independent
accountants. Since the Quarterly Bonuses payable hereunder are
to be paid quarterly, and the Company's annual profitability
will not be determined until after the completion of the fiscal
year, then Quarterly Bonuses shall be paid based on the
Company's profitability for the quarter, as determined from its
internally generated financial statements, and shall be subject
to adjustment based on the Company's profitability for the year.
Accordingly, if Quarterly Bonuses were not paid in any quarter
and the Company is found to be
- 39 -
3
CAMERA PLATFORMS INTERNATIONAL, INC.
profitable for the year, then the Company shall promptly remit
the unpaid Quarterly Bonus(es) to the Employee. If, on the other
hand, Quarterly Bonuses were paid during the year and the
Company is determined not to have been profitable for the year,
then the Quarterly Bonuses erroneously paid shall be applied
towards any Quarterly Bonuses next to be earned in the
subsequent year(s).
5. Additional Bonuses. In addition to the Quarterly Bonuses, the Employee
shall be entitled to receive such additional bonuses as the Board of
Directors shall award from time to time, based on the profitability of
the Company.
6. Benefits. The Employee shall be entitled to receive such benefits as the
Company may provide for its employees from time to time, including
medical and dental insurance (for the Employee, his wife, and his minor
dependents), paid vacation, sick pay and holiday pay, plus the following
additional benefits:
a. Automobile. The Company shall provide the Employee with a car
allowance of $500 per month (to cover all automobile related
expenses, including lease payments, insurance, repairs, gas,
etc.); and
b. Disability. Company shall maintain for the benefit of Employee a
policy or policies of disability insurance providing both (i)
long-term (over one-year) disability benefits at two-thirds (66
2/3%) of Employee's then current compensation; and (ii)
short-term (under one-year) benefits at one hundred (100%)
percent of Employee's then current compensation.
7. Reimbursement of Business Expenses. During the term of this Agreement,
the Company shall reimburse the Employee for all authorized ordinary and
necessary business expenses incurred by him in connection with the
Company's business, provided that prior authorization of the board of
directors shall be required for any single expenditure of $100 or more.
8. Warrants. As additional compensation for entering into this transaction,
the Company shall grant to the Employee a warrant giving the Employee
the right to purchase Seven Hundred Thousand (700,000) shares of the
Common Stock of the Company. The warrant shall contain customary
anti-dilution protections. The warrant shall vest at the rate of One
Hundred Thousand Shares per year of service under this Agreement, and
shall remain exercisable for a period of three (3) years from vesting,
subject to the terms and conditions of this Agreement. If the Company
should at anytime register its common stock, then the Employee shall
have piggyback registration rights, exercisable within thirty (30) days
of notice. The Employee shall be entitled to customary indemnification
in any registration. The exercise price of the warrant shall be $.125
per share, the price at which said shares are currently trading.
- 40 -
4
CAMERA PLATFORMS INTERNATIONAL, INC.
9. Termination. The Company shall have the right (but not the obligation)
to terminate this Agreement at any time during the term hereof by
written notice for the following causes:
a. Conduct which is detrimental to the Company's reputation,
goodwill or business operations;
b. The Employee's death or disability, or such other condition as
shall prevent the Employee from the performance of his duties
hereunder for a period in excess of three months;
c. Upon 20 days notice and a right to cure, if cure is possible,
for gross neglect or breach of the Employee's duties or
misconduct in discharging such duties, and without notice and a
right to cure for habitual neglect or breach of the Employee's
duties or misconduct in discharging such duties;
d. Upon 20 days notice and a right to cure, if cure is possible,
for Employee's failure or refusal to comply with the directions
of the Board of Directors, and without notice and a right to
cure for habitual failure or refusal to comply with the
directions of the Board of Directors.
Upon any termination for cause, payment of all unearned compensation
shall cease immediately, and any unvested warrants shall terminate immediately.
10. Board of Directors. The Company shall recommend and support the election
or appointment of the Employee to the Company's Board of Directors as
soon as possible, but in no event later than the next election of
directors.
11. Indemnification. The Company shall save and hold harmless the Employee
from and against any claim of liability or loss (including reasonable
attorney's fees) arising as a result of the Employee's activities in the
course of his services hereunder to the fullest extent permitted by law.
12. Confidentiality. The Employee shall, at no time, either during his
employment or following the termination of his employment for any
reason, use or disclose to any person, directly or indirectly, any
business secret, customer list or other confidential information
concerning the business or policies of the Company, except to the extent
that such use or disclosure is (i) necessary to the performance of the
Employee's duties hereunder; (ii) required by applicable law; (iii)
authorized by the Company; or (iv) lawfully obtainable from other
sources. Upon the
- 41 -
5
CAMERA PLATFORMS INTERNATIONAL, INC.
termination of his employment, the Employee shall return to the Company
all memoranda, notes and other documents in his possession that relate
to the business secrets, customer lists and other confidential
information of the Company.
13. Integration. This Agreement is the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all
prior agreements between the parties with respect to the matters
expressly contained herein. Any waiver or modification of any provision
of this Agreement shall only be effective if in writing and duly
executed by all parties hereto.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which when taken together shall constitute one and the same agreement.
15. Notices. Any communication, notice or demand a party may be required or
may desire to give hereunder shall be in writing and delivered by
personal service, telecopied (with oral confirmation of receipt from the
office of the addressee), or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:
If to the Company:
Camera Platforms International, Inc.
00000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000
Fax (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxxxxxxx, Esq.
Xxxxxxxxxx & Xxxxxxxxx
1900 Avenue of the Stars, #2410
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax (000) 000-0000
- 42 -
6
CAMERA PLATFORMS INTERNATIONAL, INC.
If to the Employee:
Xxx Atlas
0000 X. Xxxx Xxxxx Xxxx., #000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax (000) 000-0000
Any party may change its address or fax number for notice by written
notice given to the other in the manner provided in this section. Any such
communication, notice or demand shall be deemed to have been duly given or
served on the date personally served or telecopied, if by personal service or
telecopier, and on the date shown on the return receipt or other evidence of
delivery, if mailed.
16. Further Assurances. The parties agree to execute such instructions and
such other instruments and agree to do such further acts as may be
reasonably necessary to carry out the provisions of this Agreement.
17. No Assignment. This Agreement is a personal services contract and may
not be assigned by either party.
18. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California.
19. Arbitration. All controversies, claims or disputes between the Employee
and the Company or any of its officers, directors or shareholders,
including without limitation, contract, tort or other controversies,
claims or disputes, shall be arbitrated in accordance with the
California Employment Dispute Resolution rules of the American
Arbitration Association. All arbitration proceedings shall be held in
Los Angeles, California. The award of the arbitrators in any arbitration
proceeding shall be final and may be enforced in any court of competent
jurisdiction. The unsuccessful party to such arbitration proceeding
shall pay to the successful party all costs and expenses, including
without limitation, reasonable attorneys fees, incurred therein by the
successful party, all of which shall be included in and as part of the
award or judgment rendered in such proceeding.
20. Severability. If any provision or portion of this Agreement shall be or
become illegal, invalid or unenforceable in whole or in part, for any
reason, such provision shall be ineffective only to the extent of such
illegality or invalidity without invalidating the remainder of such
provision or
- 43 -
7
CAMERA PLATFORMS INTERNATIONAL, INC.
the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
"COMPANY"
CAMERA PLATFORMS
INTERNATIONAL, INC.
By: [XXXXXXX X. XXXXXXXXXX]
-----------------------------------
Xxxxxxx X. Xxxxxxxxxx,
Its: Chairman
"EMPLOYEE"
By: [XXX ATLAS]
------------------------------------
Xxx Atlas
- 44 -
