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EXHIBIT 6.10
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made the 1st day of March, 1998.
BETWEEN:
1. MegaWorld, Inc., Delaware Corporation, having its principal registered
offices located at, 2nd Floor, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, X.X.X. ("The Company").
AND
2. Xxxxxxx Xxxxxxxx, whose permanent residence is 000 Xxxxxxxxx Xxxxxx,
Xxxxxxxx Xxx Xxxx 00000, U.S.A., ("The Executive").
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretations.
1.1 In this Agreement, the following words and expressions shall
have the following meanings:
"the Board" means the Board of Directors of the Company
and includes any committee(s) of the Board
duly convened by it including, but not
limited to, the Executive Committee.
"The Commencement Date" means the first day of employment
(March 1, 1998).
"Group Company" means any Company which, for the current
time, is (a) a holding company of the
Company or (b) a subsidiary undertaking of
the Company or (c) a subsidiary undertaking
of any such holding company.
"the Employment" means the employment established by this
Agreement.
"the Termination Date" means the termination date of the Employment
under this Agreement howsoever terminated.
"Intellectual Property" means (a) every invention, discovery, design
or improvement, and/or (b) every work in
which copyright, trademark, etc. is, may or
should be relevant.
Any reference in this Agreement to any Statutory Provision includes any
statutory modification or re-enactment of it or the provision referred
to.
2. Employment
The Company shall employ the Executive and the Executive agrees to act
as an employee of the Company on and within the terms set out by this
Agreement.
3. Freedom to take up the appointment
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The Executive warrants that, by virtue of entering into this Agreement,
he will not be in breach of any expressed or implied terms of any
previous contract or obligation binding upon him.
4. Period
The Executive's employment shall start with effect from the
Commencement Date and shall (subject as hereinafter provided) be for an
initial minimum term of 2 (two) years ending on March 1, 2000 and
"Evergreen" thereafter, renewable each day. This employment shall
continue until terminated by either party giving to the other not less
than 3 (three) months written notice including the expiry date for the
initial fixed term.
5. Duties of the appointment
5.1 The principal duty of the Executive will be to develop and
coordinate the marketing of the timeshare sales relating to
Castello Torre Xxxxx in Borghetti, Borbera, Italy (the
"Castle"). The Executive will also faithfully and diligently
perform those duties and responsibilities of his appointment
and exercise such powers consistent with them, which are, from
time to time, assigned to or vested in the Executive. He shall
use his best endeavoursmote the interests of the Company and
any Group Company for which the Executive is performing
duties.
5.2 The Executive shall (without any further remuneration), if and
for so long as he is so required by the Company:
(I) carry out the duties of his appointment on behalf of
any Group Company.
(II) Act as an officer or director or hold another
appointment or office as nominee or representative of
the Company or the Group Company.
(III) carry out such duties and attendant duties of any
such appointment as if they were duties to be
performed by the Executive on behalf of the Company.
6. Compliance and Reporting
The Executive shall obey all lawful and reasonable directions of the
Board and, at all times, keep the Board promptly and fully informed (in
writing if so requested) of his conduct of the business and/or affairs
of the Company and any Group Company and provide such explanations as
the Board may require.
7. Devotion to duties
The Executive shall, during the term of his employment, devote to the
business and affairs of the Company such time as is necessary to carry
out his duties and responsibilities under this Agreement. The Executive
will not accept any engagement or public office except with the prior
consent, in writing, of the Company. However the Executive may,
nevertheless, be or become a minority holder of any securities or
investment opportunities that are quoted on a recognized investment
exchange.
8. Compliance / dealings in "securities"
The Executive shall, during his employment, and for 24 months after the
termination of employment, comply (and shall procure that his spouse
and minor children shall comply) with all applicable rules
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of law and any recognized investment exchange rules and regulations,
and any other Company policy issued in relation to dealings in shares,
debentures or other financial instruments of the Company and/or any
Group Company or subsidiary. This includes any unpublished,
price-sensitive information affecting the securities of the Company
and/or Group Company or any other company.
9. Place of Work
9.1 The Executive shall initially work at the offices of the
Company at the New York City corporate address. However, the
Executive shall, if required, work in such place or places as
the Board may reasonably require for the proper performance of
his duties hereunder.
9.2 The Executive shall not be required (except for business
travel on behalf of the Company and/or any Group Company) to
reside outside of the New York, New York, Metropolitan Area.
10. Hours of Work
There are no formal, fixed hours for the Employment. The Executive is
expected to work at such times as the effective, efficient and
conscientious discharge of his duties hereunder requires.
11. Remuneration
11.1 During the Employment, the Executive shall receive, as
remuneration, a basic salary at the rate of U.S. $50,000.00
per annum (or such higher rate as the Board or the Company's
Remuneration Committee shall from time to time, in its
absolute discretion, decide). This remuneration will be paid
to the Executive in equal monthly installments on the last day
of each calendar month. Should the "pay-day" fall on the
weekend, or a national /state / bank holiday, the payment to
the Executive will take place on the immediately preceding
business day. Any increase in remuneration shall be notified
in writing to the Executive and the details thereof will be
initialled by an official of the Company.
11.2 The Executive's remuneration shall, except as set forth in
this Section 11 or unless otherwise agreed in writing by the
Company, be inclusive of any fees or other remuneration, which
the Executive would otherwise be entitled to receive from the
Company. This includes any Group Company in connection with
the performance of the duties delegated to him under this
Agreement
11.3 The Executive will be eligible to receive an annual
Performance-related Bonus based on the increase in assets,
profits and other criteria as determined by the Board.
11.4 Not later than 30 (thirty) days after the Executive commences
employment pursuant to this Agreement, the Company shall issue
to the Executive, as additional consideration for the
Executive's employment hereunder, 400,000 (Four Hundred
Thousand) shares of the Common Stock, par value $.0001 per
share, of the Company. The shares of Common Stock so issued
will not have been registered under the Securities Act of
1933, as amended, or any state securities law, and will not be
able to be resold by the Executive unless registered or unless
an exemption from registration is available. A legend to such
effect will be placed on the shares when they are issued. The
Company has not agreed to register these shares for the
Executive.
11.5 In addition to the compensation provided above, the Executive
shall receive a commission of 10% (ten percent) of the sales
price received by the Company on each sale of a timeshare
interest in the Castle. In the event that the Company disposes
of its interests in the Castle by a securitization of the
timeshares being sold or other similar transaction, the
Executive shall receive, in lieu of the commission herein
provided, a lump sum payment at the time of
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such disposition equal to the present value of the aggregate
commissions the Executive would have received had all
timeshare sales been completed, which lump sum payment shall
be discounted by 10 % (ten percent) a year over a 4 (four)
year period.
12. Expenses
In addition to the basic salary hereunder, the Executive will be
reimbursed the full amount of all reasonable travel, hotel,
entertainment and other expenses properly and necessarily incurred and
defrayed by the Executive in the discharge of his duties hereunder. The
Executive shall produce to the Company, at the Company's request,
supporting vouchers and/or receipts for amounts above $20.00 individual
expenditures, in respect of such expenses. Individual business expenses
of $20.00 and below will be accepted as detailed in a personal record
submitted by the Executive. The Executive may take an advance from the
Company in relation to anticipated travel expenses so long as the
aforementioned receipts are duly submitted upon the Executive's return.
13. Pension and other benefits
During the Employment the Executive shall be entitled:
(i) to become a member of MegaWorld, Inc. Pension Plan (or its
antecedent) subject to the Company Pension Scheme Trust Deed
and Rules of the Scheme in force from time to time. Such
pension plans, in the country of the Executive's residence and
workplace, will be applicable in place of the above.;
(ii) assuming the Executive is generally insurable, to be provided
with cover under a life assurance policy, such that the
benefits payable to the Executive in the event of his death
during the Employment will be equal to three times his basic
salary payable under clause 11.1. Further insurance coverage
will be made available to the Executive at a preferential,
reduced rate, at the Executive's cost;
(iii) to become a member of the Company's private medical expenses
scheme (or such other plan or scheme as the Board may maintain
for its Directors and employees); and
(iv) to participate in the Company's total disability / long-term
sickness benefit scheme subject always to the rules of the
scheme.
14. Holidays
14.1 The Executive will be entitled (in addition to normal bank and
other public holidays) to 21 days paid holiday in each
calendar year at such times that they may be convenient to
both the Executive and the Company and such holidays that the
Board may approve.
14.2 The Executive shall not be entitled to carry forward any
unused holiday entitlements from one "holiday year" to the
next without the written consent of the Company.
15. Sickness or Injury
15.1 The Executive agrees that at any time during the course of the
Employment he shall, at the request of the Company, submit
himself
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to a medical examination by a registered Medical Practitioner.
The purpose of such medical examination shall be to determine
whether there are any matters that might impair the
Executive's ability to perform his duties under this
Agreement. A doctor's report to the effect that the Executive
has "no physical matters that will or would impair the
Executive's ability to perform his normal duties" will
suffice, in all respects, as to the requirements of this
clause. All expenses associated with the doctor's diagnosis
and report will be borne by the Company.
15.2 In the event that the Executive is unable to perform his
duties under this Agreement by reason of sickness or injury
for a period of seven days or more, the Executive shall, if
required to do so by the Company, provide to the Company a
Medical Certificate in respect of the whole period of the
absence. Immediately following his return from any period of
absence in excess of seven workdays, the Executive will
complete a self-certification detailing the reason for the
absence.
15.3 Subject to the Executive complying with the certification and
notification requirements of clause 15.2, the Executive is
entitled to be paid during any period of absence from work due
to sickness or injury, subject however to the provisions of
Section 23, and also subject to the right of the Company to
deduct from the remuneration paid to the Executive any
statutory sick pay or other social security benefits which he
is entitled to claim in consequence of sickness or accident or
payable to him under any scheme for the time being in force of
which by virtue of his employment by the Company he is a
non-contributory member.
15.4 In the event that the Executive is incapable of performing his
duties by reason of injury sustained partially or wholly as a
result of actionable negligence, nuisance or breach of any
statutory duty on the part of any third party, all payments
made to the Executive by the Company by way of remuneration
shall, to the extent that compensation is recoverable from
that third party, constitute loans by the Company to the
Executive (not withstanding that, as an interim measure,
income tax has been deducted from payments as if they were
emoluments of employment) and shall be repaid when, and to the
extent that, the Executive recovers compensation for loss of
earnings from that third party by action or otherwise.
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16. Confidentiality
The Executive shall not, either during the Employment or
otherwise than in the proper course of duties or thereafter,
without the consent in writing of the Company being first
obtained, divulge to any person, firm or company and shall,
during the continuance of the Employment, use his best
endeavours to prevent the publication or disclosure of any
confidential information of the Company and/or any Group
Company or any of its or their secrets, dealings or
transactions whatsoever which may have come or may come to his
knowledge during his employment, previous or otherwise, and
which include, but are not limited to, the following matters
(i) The working of any manufacturing process or invention
or any other methods, formulae, technical data and
know-how used by or which relate to the business of
the Company.
(ii) Lists of customers and potential customers of, or
suppliers and potential suppliers to, the Company and
any Group Company and any other information collected
by the Company and any Group Company in relation to
those customers and/or suppliers.
(iii) The dealings, transactions or other business affairs
of the Company, or any Group Company, and its or
their finances or management accounts.
This restriction will cease to apply to information
or knowledge which may be (otherwise than by reason
of the default of the Executive) available to the
public generally without requiring a significant
expenditure of labor skill or money.
17. Intellectual Property
17.1 The Executive shall forthwith communicate to the
Company in confidence all Intellectual Property and
the Executive may make or originate either solely or
jointly with another or others during the Employment.
17.2 In the case of such Intellectual Property as is made
or originated hereunder, wholly or substantially, in
the course of his normal duties or in the course of
duties specifically assigned to him and which relate
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to the affairs of the Company, or any Group Company, the
following clauses of this Section 17 shall apply.
17.3 Such Intellectual Property (or in the case of Intellectual
Property made or organized by the Executive jointly with
another or others to the full extent of the Executive's
interest therein so far as the law allows) shall be and become
the exclusive property of the Company and shall not be
disclosed to any other person, firm or company without the
consent of the Company being previously obtained which, if
given, may be subject to conditions. The provisions of this
clause shall not entitle the Executive to any compensation
beyond that hereinafter mentioned except that in the case of
any invention on which a Patent has been granted or assigned
to the Company, and the Company has derived outstanding
benefit from such a Patent the Executive may be entitled to
appropriate compensation therefore.
17.4 The Executive shall, if and when required by the Company and
at the expense of the Company, do and/or combine with others
in doing all acts and sign and execute all applications and
other documents (including the Powers of Attorney in favor of
nominees of the Company) necessary or incidental to obtaining,
maintaining or extending patent or other forms of protection
for such Intellectual Property in the USA and in any other
part of the world or for transferring to or vesting in the
Company or its nominees, the Executives entire right, title
and interest to and in such Intellectual Property or to and in
any application, patent or the form of protection or
copyright, as the case may be, including the right to file
applications in the name of the Company or its nominees for
patent or other forms of protection or for registration of
copyright in any country claiming priority form the date of
filing of any application or other date from which priority
may run in any other country.
17.5 The provisions of this Section 17 shall remain in full force
and effect notwithstanding that after the Executive has made
or originated any such Intellectual Property, the Employment
may have ceased or been determined, for any reason whatsoever
with the intention, that the same shall bind the heirs of
and/or assigns of the Executive.
18. Copyright
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The Executive shall promptly disclose to the Company all works in which
copyright or design rights may exist which the Executive may make or
originate, either solely or jointly with others, during the Employment.
Any such copyright works or designs created by him in the normal course
of his employment which relate to the affairs of the Company shall be
the property of the Company, whether or not the work was made by the
direction of the Company, or was intended for the Company and the
copyright in it and the rights of any design shall belong to the
Company, and to the extent that such copyright or design rights are not
otherwise vested in the Company, the Executive hereby assigns the same
to the Company.
19. Post-termination obligations
19.1 The Executive shall not, during the period of 12 (twelve)
months after termination of the Employment, solicit or
endeavour to entice away from or discourage from being
employed by the Company or any Group Company any person
currently employed by the Company or any Group Company and to
his knowledge was an employee thereof at the date of such
termination or whom, to his knowledge, has at that date agreed
to be engaged to be an employee of the Company or any Group
Company and with whom the Executive has dealt or had contact
with in the normal course of his duties.
19.2 The Executive shall not, for a period of 12 (twelve) months
after the termination of the employment (without the previous
consent, in writing, of the Company) and whether on his own
account or for any other person, firm or company directly or
indirectly in connection with any business similar to or in
competition with the business of the Company, solicit or
endeavour to entice, away from the Company any person, firm or
company (a) who or which in the 12 (twelve) month period prior
to the end of the Employment shall have been a customer of or
in the habit of dealing with the Company and (b) with whom or
which the Executive had personal dealings in the course of his
employment in the 12 (twelve) month period prior to the end of
his employment.
19.3 The Executive shall not, for a period of 12 (twelve) months
after the termination of his employment (without the previous
consent, in writing, of the Company) and whether on his own
account or for any other person, firm or company, directly or
indirectly, in connection
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with any business similar to or in competition with the
business of the Company do any business with, accept orders
from, or have any business dealings any person, firm or
company (a) who or which in the 12 (twelve) month period prior
to the end of his employment was a customer of the Company and
(b) with whom or which the Executive had personal dealings in
the course of his employment in the 12 (twelve) month period
prior to the end of his employment.
19.4 The Executive shall not, for a period of 12 (twelve) months
after the termination of his employment and with regard to any
area of the Company's endeavours (without the previous
consent, in writing, of the Company) directly or indirectly be
engaged, concerned or interested (whether as principal,
servant, agent, consultant or otherwise) in any trade or
business being carried by the Company at the end of the
Executive's Employment (or for a period of 12 (twelve) months
prior to the end of the employment).
19.5 The Executive shall not, at any time after the Termination
Date, represent himself as being employed by or connected with
the Company or any other Group Company
19.6 The Executive acknowledges:
(i) that each of the foregoing clauses of this Section 19
constitutes an entirely separate and independent
restriction on him; and
(ii) while at the date of this Agreement the duration,
extent and application of each of the restrictions
are considered by the parties no greater than is
necessary for the protection of the interests of the
Company and any Group Company, and reasonable in all
the circumstances, it is acknowledged that
restrictions of such nature may become invalid
because of changing circumstances and accordingly if
any of the restrictions shall be adjudged to be void
or ineffective for whatever reason, but would be
adjudged to be valid and effective if part of the
wording thereof were deleted, or the periods thereof
reduced, or the area thereof were reduced in scope,
they shall apply with such modifications as may be
necessary to make them valid and effective.
(iii) The Executive shall, at the request and cost of the
Company, enter into a direct agreement or undertaking
with any Group
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Company to which the Executive provides services
whereby he will accept restrictions corresponding to
the restrictions in this Section 19 (or such of them
as may be appropriate in the circumstances) as the
Company may reasonably require in the circumstances.
20. Delivery of documents and property
The Executive shall upon the request, at any time and in any event upon
the termination of the Executive's employment, immediately deliver up
to the Company or its authorised representative all keys, security
passes, credit cards, plans, statistics, documents, records, papers,
magnetic discs, tapes or other software, storage media and all property
of whatsoever nature which may be in his possession or control or
relate in any way to the business affairs of the Company and any Group
Company and the Executive shall not, without the written consent of the
Company, retain any copies thereof.
21. Summary termination
In any of the following cases the Company may terminate the Executive's
Employment by written notice taking effect on the date of its service
in which case the Executive shall not be entitled to any further
payment from the Company except such sums as shall have accrued due:
(i) if the Executive shall be guilty of any gross misconduct
(after any warning of any breach) or any related breach of any
of the terms of this Agreement;
(ii) if the Executive shall be convicted of a criminal offence
(except for a road traffic offense not involving a custodial
sentence);
(iii) If the Executive be adjudged bankrupt or makes any composition
or enters in any deed of arrangement with his creditors;
(iv) If the Executive is being prohibited by law from being or
acting as a Director;
(v) If the Executive shall become of unsound mind (as determined
by competent Medical Authorities).
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(vi) If the Executive resigns as a Director of the Company
otherwise than at the request of the Company.
22. No right to work
The Company shall be under no obligation to provide any work for the
Executive during any period of notice either given by the Company or
the Executive to terminate the Executive's employment under this
Agreement. The Company may, at any time during the said period, suspend
the Executive from his employment or exclude him from any premises of
the Company, provided that during such period the Executive shall
continue to receive salary and all other contractual benefits provided
by this Agreement.
23. Short notice
If the Executive shall at any time become or be unable to properly
perform his duties hereunder by reason of ill health, accident or
otherwise for a period or periods aggregating at least 180 days in any
period of 12 (twelve) consecutive calendar months, the Company may, by
not less than 3 (three) months' notice in writing, determine this
Agreement.
24. Resignation of office
Upon the termination of the Employment, howsoever arising, the
Executive shall at any time or from time to time thereafter upon the
request of the Company, resign without claim for compensation from all
offices held by him in the Company and any Group Company and should he
fail to do so, the Company is hereby inevocably authorised to appoint
some person in his name and on his behalf to sign and execute all
documents or things necessary or requisite to give effect thereto.
25. Retirement
The Employment shall automatically terminate on the Executive reaching
his 100th birthday.
26. Prior rights
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The termination of the Employment shall be without prejudice to any
right that the Company may have in respect of any breach by the
Executive of any of the provisions of this Agreement, which may have
occurred prior to such termination.
27. Notices
Any notice given under this Agreement shall be deemed to have been duly
given if dispatched by either party hereto by registered post addressed
to the other party, in the case of the Company to its registered office
for the time being and in the case of the Executive to his last-known
address, and such notice shall be deemed to have been given on the day
on which the ordinary post it would be delivered.
28. Prior agreements
This Agreement is in substitution for all previous contracts of
employment, expressed or implied, between the Company or any Group
Company and the Executive which shall be deemed to have been terminated
by mutual consent as from the Commencement Date.
29 Fixed term
The Executive hereby agrees that no rights shall arise in relation to
this Agreement if the term of the Executive's Employment under it
expires without being renewed.
30 Disciplinary and grievance procedure
There are no fixed rules for the resolution of grievance or
disciplinary problems. In the event of the Executive being dissatisfied
with any decision taken against him, or have any grievance relating to
the Employment, he should apply in the first instance to the Chairman
who will either propose a solution or refer the matter to the Board for
a final decision.
31. The Company's staff handbook
The term of the Company's standard terms and conditions and employment
policies and procedures which are set out in the Company's staff
handbook
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shall be the terms of the Executive's employment save to the extent
that they are inconsistent with this Agreement.
32. Reconstruction or amalgamation
If before the termination of this Agreement, the Employment shall be
determined by reason of the liquidation of the Company for the purpose
of reconstruction or amalgamation and the Executive shall be offered
employment with any concern or undertaking resulting from such
reconstruction or amalgamation on terms and conditions no less
favourable than the terms of this Agreement, then the Executive shall
have no claim against the Company in respect of the termination on the
Employment.
IN WITNESS WHEREOF, whereof the parties hereto have executed and delivered this
Agreement under seal as if done first above written.
Accepted:
/s/ Xxxxxxx Xxxxxxxx
--------------------
XXXXXXX XXXXXXXX
Signed by and for and on behalf of MegaWorld, Inc.
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(CORPORATE SEAL)
/s/ Xxxxx X. Xxxx
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XXXXX X XXXX
Director
MEGAWORLD, INC.
/s/ Xxxxx X. Roll
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XXXXX X. ROLL
President & Treasurer MEGAWORLD, INC.
