EXHIBIT 10.11
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of 01 October, 1998, by and between
CD UNIVERSE, INC., a Connecticut corporation with principal offices located at
000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000 ("CD" or "Employer"),
and XXXXXXX XXXXXXX, an individual residing in the State of Connecticut and
having a mailing and principal office address of 000 Xxxxx Xxxxxx Xxxxxxxxxx
Xxxx, Xxxxxxxxxxx, XX 00000 ("Employee").
WHEREAS, Employer desires to employ Employee as set forth herein with
respect to the operations of Employer and/or its affiliates, and such other
operations of Employer as Employer may, in its sole discretion, see fit,
("Xxxxxxx Employment"); and
WHEREAS, Employee desires to become employed by Employer in such Xxxxxxx
Employment;
WHEREAS, the parties hereto desire to express the terms and conditions of
such employment;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereto agree as follows:
Section 1 Employment. Employer hereby employs Employee in the Xxxxxxx
Employment, and Employee hereby accepts the employment upon the terms and
conditions of this Agreement.
Section 2 Term. The term of this Agreement shall commence as of the first day of
the month in which CD shall be acquired by a company where shares are traded in
the public market or in which CD's shares shall be publicly traded and shall
continue until at least three years thereafter unless earlier terminated prior
thereto in accordance with the provisions hereinafter stated. This Agreement may
be extended by mutual written agreement at the end of the period herein set
forth on the same or modified terms.
Section 3 Duties and Responsibilities. Employee shall serve as the Chief
Operating Officer and Chief Technical Officer of CD in such Xxxxxxx Employment
and shall render and perform services in such capacity to Employer under the
direction of Xxxx Xxxxxxxxx. Employee will report to Xxxx Xxxxxxxxx, and shall,
to the best of his ability and experience, competently, loyally, diligently and
conscientiously perform all of the duties and obligations expressly or
implicitly required under this Agreement. Employee further agrees that he will
not in the course of conducting business in the interest of Employer engage in,
or knowingly permit others to carry on or induce others to engage in any
practice or commit acts in violation of any federal, state or local law or
ordinance.
Section 4 Compensation and Benefits.
4.1 Employer shall pay Employee $135,000 per year, payable no less often
than monthly, in arrears, as gross pay for all services rendered hereunder.
Employee shall be entitled to four weeks of paid vacation time in each year of
employment hereunder. Employee shall be entitled to health insurance selected
and paid for by Employer.
4.2 Employee shall be an employee of Employer for all purposes. Employer
shall withhold amounts from Employee's compensation in accordance with the
requirements of applicable law for federal and state income tax, FICA and other
employment or payroll tax.
Section 5 Expenses. Employee will be reimbursed for travel and other expenses
related to the performance of his duties under this Agreement in accordance with
Employer's policies.
Section 6 Paid Leave Time. Employee shall be entitled to a reasonable number of
days paid time off for personal matters and sick time.
Section 7 Non-Competition.
7.1 As part of the consideration Employee has received and will receive
pursuant to both this Agreement and the Purchase Agreement to which this
document is attached, Employee agrees that for a period of three calendar years,
he will not engage in any business or activity, or directly assist others in
such endeavors, which competes directly with any business in which CD
participates at the time of the execution of this document, or thereafter so
long as Employee remains an Employee or a Director on the Board of Directors of
CD or any company into which CD has been merged.
Section 8 Termination of Employment.
8.1 Termination Without Cause. This Agreement may be terminated by either
party without cause by providing the other party with ten (10) days' advance
notice of such intention to terminate. If such termination occurs, any
obligations of Employer hereunder shall cease on the effective date of
termination.
8.2 Termination for Cause. This Agreement may be terminated by Employer for
cause immediately upon notice to Employee. No
severance benefits are due to Employee in the event he is terminated for cause.
Employer shall have cause for termination in the event of:
8.2.1 A default by Employee in the performance of any material provision of
this Agreement, and such default continues for a period of thirty (30) days
after written notice to Employee from Employer stating the specific default,
unless such default is cured to the satisfaction of Employer within such thirty
(30) day period, in which case the notice of termination shall not be effective,
and this Agreement shall not be terminated.
8.2.2 Employee's death or legal incapacity.
8.2.3 The conviction of Employee of any criminal offense involving
dishonesty or breach of trust or any felony or any crime involving moral
turpitude.
8.2.4 The arrest or indictment of Employee for any crime which, whether
convicted thereof or not, causes Employer embarrassment, negative press coverage
or harm to its reputation.
8.2.5 The disability of Employee during his employment under this Agreement
through any illness, injury, accident or condition of either a physical or
psychological nature and, as a result in the opinion of a physician mutually
agreeable to the parties is expected to be unable to perform substantially all
of his duties and responsibilities hereunder for ninety (90) calendar days
during the year following the physician's examination of Employee.
Section 9 Non-Disclosure of Confidential Information.
9.1 Employee acknowledges that during the term of employment with Employer,
he will have access to and become acquainted with Confidential Information of
Employer. Confidential Information means all information related to the present
or planned business of CD or any of CD's current or future affiliates that has
not been released publicly by authorized representatives of CD or such
affiliate(s), and shall include but not be limited to, trade secrets and know-
how, inventions, marketing and sales programs, employee, customer, patient and
supplier information, information from patient medical records, financial data,
pricing information, regulatory approval and reimbursement strategies, data,
operations and clinical manuals.
9.2 Employee agrees not to use or disclose, directly or indirectly, any
Confidential Information of CD or any such affiliates at any time and in any
manner, except as required in the course of his employment with CD or such
affiliate(s) or with the express written authority of CD.
9.3 Employee understands that his non-disclosure obligations are continuing
and survive the termination of
Employee's employment with CD.
9.4 All documents and equipment relating to the business of CD or its
affiliates, whether prepared by Employee or otherwise coming into Employee's
possession, are the exclusive property of CD, and must not be removed from the
premises of CD except as required in the course of employment. Any such
documents and equipment must be returned to CD when Employee leaves the
employment of CD and its affiliates.
Section 10 Entire Agreement and Amendments. This Agreement shall constitute the
entire agreement between the parties and supersedes all existing agreements
between them, whether oral or written, with respect to the subject matter hereof
(other than the Purchase Agreement). Any waiver, alteration, or modification of
any of the provisions of this Agreement, or cancellation or replacement of any
part of this Agreement shall be in writing and signed by the party to be charged
therewith.
Section 11 Notices. All notices hereunder shall be in writing and shall be
deemed to be given when sent by certified mail to either party at the address of
such party set forth above or at such other address as shall have been
designated by written notice by such party to the other party.
Section 12 Severability. If any provision of this Agreement is declared invalid
or illegal for any reason whatsoever, then notwithstanding such invalidity or
illegality, the remaining terms and provisions of this Agreement shall remain in
full force and effect in the same manner as if the invalid or illegal provision
had not been contained herein.
Section 13 Governing Law. This Agreement shall be construed in accordance with,
and the rights of the parties shall be governed by, the laws of the State of
California applicable to contracts made and to be performed within the State of
California. It shall be deemed executed in Los Angeles, California, and any
action between the parties hereto based in whole or in part on this Agreement
shall be brought in the Los Angeles County Superior Court.
Section 14 Assignment. No party may assign this Agreement without written
consent of the other, except that Employer may assign this Agreement to a
successor or affiliated corporation or other organization.
Section 15 Counterparts. This Agreement may be executed in more than one
counterpart, and each executed counterpart shall be considered as the original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the
undersigned duly authorized person as of the day and year first stated above.
_____________________________
Dated:____________________
Xxxx Xxxxxxxxx, on behalf of
CD Universe, Inc., a
Connecticut corporation
_____________________________
Dated:____________________
Xxxxxxx Xxxxxxx, an Individual
3.10(d)
Permitted or allowed any of its assets, tangible or intangible, to be
mortgaged, pledged or subjected to any liens or encumbrances;
3.10(e)
Written down the value of any inventory or written off as uncollectible
any notes or accounts receivable or any portion thereof except for write
offs of such items in the ordinary course of business;
3.10(f)
Canceled any other debts or claims or waived any rights of substantial
value or sold or transferred any of its assets or properties, tangible or
intangible, other than in the ordinary course of business and consistent
with past practice;
3.10(g)
Disposed of or permitted to lapse any material patent, trademark or
copyright or any application for any material patent, trademark or
copyright;
3.10(h)
Disposed of or disclosed to any person any trade secret, formula, process
or other know-how except pursuant to inquiries to purchase CL or its
assets for which Confidentiality Agreements were obtained by Seller, all
of which agreements are annexed hereto as Exhibit 3.10(h);
3.10(i)
Granted any general uniform increase in the compensation of employees
(including any increase pursuant to any bonus, pension, profit-sharing or
plan or commitment) or any substantial increase in any compensation
payable or to become payable to any officer or employee, and no such
increase (whether general or otherwise) is required pursuant to any
existing employment agreements or otherwise;
3.10(j)
Made any capital expenditures or commitments in excess of $20,000 for
additions to its property, plant or equipment;
3.10(k)
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Declared, paid or set aside for payment to its stockholders, any dividend
or other distribution in respect of its capital stock or redeemed or
purchased or otherwise acquired any of its capital stock or any options
relating thereto or agreed to take any such action; or
3.10(1)
Made any material change in any method of accounting or accounting
practice.
3.11 Litigation
Except to the extent set forth in Exhibit 3.11 hereto there are no actions,
proceedings or investigations pending or, after reasonable inquiry and to the
knowledge of Seller, threatened against CL and Management does not know or have
any reason to know of any basis for any such action, proceeding or
investigation.
3.12 Disclosure
Management has disclosed to Buyer all facts material to the assets, prospects
and business of CL known to Management. No representation or warranty by
Management contained in this Agreement and no statement contained in any
exhibit, list, certificate or writing furnished to Buyer pursuant to the
provisions hereof or in connection with the transactions contemplated hereby
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained herein or therein not
misleading or necessary in order to provide a prospective purchaser of the
business of CL with accurate and complete information which any reasonable
purchaser of CL would desire as to CL and its affairs.
3.13 Exhibits
Each of the Exhibits to this Agreement is incorporated into this Agreement and
made a part hereof, and is true, accurate and complete.
3.14 Material Events or Conditions
After reasonable inquiry, to the best knowledge of Management, there is no event
or condition of any kind or character pertaining to the business, assets or
prospects of CL that may materially or adversely affect such business, assets or
prospects.
4. REPRESENTATIONS AND WARRANTIES BY BUYER
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Buyer hereby represents, warrants and covenants to Seller as follows:
4.01 Organization, Etc.
Buyer is a corporation duly organized, validly existing and in good standing
under the laws of the state of Nevada.
4.02 Authority
The execution and delivery of this Agreement by Buyer and the consummation by
Buyer of the transactions contemplated hereby have been duly authorized by the
board of directors of Buyer. The officers of Buyer acting on behalf of Buyer
with respect to these transactions and executing this Agreement on behalf of
Buyer have been duly authorized by all necessary and appropriate corporate
action to take such actions and to execute this Agreement.
4.03 No Violation
Neither the execution nor the delivery of this Agreement, nor the consummation
of the transactions contemplated hereby will constitute any violation or default
under any term or provision of the articles of incorporation or bylaws of Buyer
or of any material contract, commitment, indenture or other agreement or
restriction of any kind or character to which Buyer is a party or by which Buyer
is bound.
4.04 Investment Experience
Buyer has significant knowledge and experience in financial and business matters
enabling it to evaluate the significant risks associated with its acquisition of
the CL Shares.
5. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
5.01 Survival of Representations
All representations, warranties and agreements made by any party in this
Agreement or pursuant hereto shall survive the execution and delivery hereof for
a period of one year.
5.02 Existing Lease
Exhibit 5.02 contains a true and complete copy of the Lease Agreement dated
January 4, 1999 (the "Lease") on Seller's business premises located at 00000
Xxxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000 (the "Premises").
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As further consideration for the purchase hereunder, Buyer agrees to assume and
fulfill CL's obligations to pay all rent under the Lease after the Closing Date
for so long as CL may continue to occupy the Premises, and to indemnify and hold
the Seller harmless from any claims by, or demands from, the Landlord under the
Lease related to, or arising from any failure to make such payments. Buyer will
indemnify Seller from any liabilities and expenses resulting from its and/or
CL's occupancy of the Premises and termination of the Lease following the
Closing Date.
6. MISCELLANEOUS
6.01 Expenses
All fees and expenses incurred by CL in connection with the transactions
contemplated by this Agreement shall be borne by CL and all fees and expenses
incurred by Buyer in connection with the transactions contemplated by this
Agreement shall be borne by Buyer.
6.02 Insurance
Seller hereby assigns to Buyer the benefits under and proceeds of each and all
existing policies of insurance coverage relating to products or services
provided by CL of which policies Seller or CL is a beneficiary. Copies of all
such policies shall be delivered to Buyer at the Closing. Seller further agrees
to cause CL to be named the sole insured under such policies and to deliver
evidence thereof satisfactory to Buyer within 30 days of the Closing Date. Such
benefits and proceeds shall be utilized in satisfaction of claims, liabilities,
costs and expenses of CL, if any, related to occurrences prior to the Closing
Date. Following the payment of such benefits and proceeds, the indemnification
provisions of Section 5.02 of this Agreement shall apply.
6.03 Further Assurances
From time to time, at Buyer's request and without further consideration, CL at
its own expense will execute and transfer such documents and will take such
other action as Buyer may reasonably request in order to more effectively
consummate the transactions contemplated hereby.
6.04 Parties and Interests
All the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, representatives, successors and permitted assigns of the parties
hereto.
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6.05 Employment Agreements
At the Closing Buyer will enter into employment agreements in the form set forth
in Exhibit 6.05 with Xxxxxx Xxxx, Xxxxx Xxxxxxx and Xxxx Xxxxx.
6.06 Prior Agreements; Amendments
This Agreement supersedes all prior agreements and understandings between the
parties with respect to the subject matter hereof. This Agreement may be amended
only by a written instrument duly executed by the parties hereto or their
respective successors or assigns.
6.07 Representation
Each of the representations and warranties contained herein shall be true and
accurate as of the date of this Agreement and as of the Closing Date.
6.08 Counsel
Buyer and CL confirm that they have each been represented by counsel of their
choice in the negotiation of this Agreement and the transactions contemplated
hereby.
6.09 Headings
The section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations of
this Agreement.
6.10 Governing Law and Judicial Proceedings
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the state of California without regard to its conflict of laws
rules. Any judicial proceedings brought by Buyer against Seller with respect to
this Agreement must be brought in a court of competent jurisdiction in the
County of Los Angeles, State of California.
6.11 Dispute Resolution
The Parties agree to submit any and all disputes between them arising under or
in relation to this Agreement to mediation with a mediator approved by both
parties. If the Parties resolve their disputes through mediation, the Parties
shall share the costs of mediation evenly but pay their own attorneys' fees and
other
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expenses related to mediation. If mediation fails to resolve all disputes within
thirty (30) days after submission to the mediator, then either Party may file a
law suit or request arbitration. The Parties agree that a good faith attempt at
mediation is a precondition to filing a law suit. The prevailing Party in any
law suit or arbitration relating to the transactions contemplated by this
contract shall be entitled to costs and expenses including reasonable attorneys
fees and attorneys fees and expenses incurred in connection with mediation that
failed to resolve the dispute(s).
6.12 Notices
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:
If to Buyer:
eUniverse, Inc.
000 Xxxxx Xx Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: President
Telephone: (310) 546 - 5437
Facsimile: (310) 546 - 2807
With a copy to:
Xxxxx X. Xxxxx, Esq.
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Telephone: (310) 553 - 9009
Facsimile: (310) 553 - 9693
If to Seller:
Xxxxx Xxxxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
C. Xxxxxxx Xxxxx, Esq.
Suite 174
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00000 Xxxxxxxx Xxxx.
Xxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Fax: (000) 000-0000
6.13 Counterparts
This Agreement may be executed simultaneously in several Counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
6.14 No Third Party Beneficiaries
This Agreement is for the benefit of Buyer and Seller only and is not intended
to nor shall it operate to create any third party beneficiary or other rights in
any other person or entity.
6.15 Assignment
Neither party may assign its rights under this Agreement or delegate its duties
or obligations hereunder absent the prior written consent of the other party.
6.16 Brokers
If either party has retained, or is claimed to have retained, a broker or finder
in connection with this transaction, the party which so retained, or is claimed
to have retained, the broker or finder shall indemnify and hold the other party
harmless from any and all claims, fees and/or compensation sought by such actual
or alleged broker or finder.
6.17 Investment Intent; No Distribution
CL and each of the Seller is acquiring the Buyer Shares to be issued pursuant to
this Agreement for his, her or its own account, for investment and not as a
nominee and not with a present view to the redistribution thereof. Seller is
aware that there are legal and practical limits on Seller's ability to dispose
of the Buyer Shares and therefore that Seller must bear the economic risk of
holding the Buyer's Shares for an indefinite period of time and has adequate
means of providing for his, her or its current needs and possible personal
contingencies and has adequate other means for providing for Seller's financial
needs. By making the representations in this Section 6.16 Seller does not agree
to hold the Buyer's Shares for any minimum or other specific term and reserves
the right to dispose of the Buyer Shares at any time in accordance with or
pursuant to a registration statement under the Act or an exemption from
registration under the Act.
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6.18 No General Solicitation
The Buyer Shares were not offered to Seller and Seller is not aware of any form
of general solicitation or general advertising, including without limitation (a)
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, and
(b) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.
6.19 Restricted Securities
Seller understands that the Buyer Shares to be issued at the Closing are
"restricted securities" under Federal Securities Laws in as much as they are
being acquired from Buyer in a transaction not involving any public offering and
that under such laws and applicable regulations such securities may not be
transferred or resold without registration under the Act or pursuant to an
exemption from such registration. In this connection Seller and each of them
represents that Seller is familiar with or has been addressed by counsel
concerning Rule 144 under the Act, as presently in effect and understands the
resale limitations imposed thereby and by the Act.
6.20 Disposition
Without in any way limiting the representations set forth above, for one (1)
years from the Closing Date, except for transfers to holders of options to
purchase CL Shares as reflected in Schedule A, Seller further agrees not to make
any disposition of all or any portion of the Buyer's Shares unless and until (a)
there is then in effect a registration statement under the Act covering such
proposed disposition and such disposition is made in accordance with such
registration statement; or (b) (i) Seller shall have notified Buyer of the
proposed disposition and shall have furnished Buyer with a detailed statement of
the circumstances surrounding the proposed disposition, and (ii) if reasonably
requested by Buyer Company Seller shall have furnished Buyer with an opinion of
counsel, reasonably satisfactory to Buyer that such disposition is being made in
accordance with the rules and regulations under the Act.
6.21 Exempt Transaction
Seller understands that Buyer Shares are being issued and sold in reliance on
specific exemptions from the registration requirements of the Act and state
securities laws and the representations, warranties and covenants set forth
herein are being relied upon by Buyer in determining that applicability of such
exemptions and the suitability of Seller to acquire such Shares.
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6.22 Legend
It is understood that any and all certificates representing Buyer Shares shall
bear substantially the following legend:
"The securities represented hereby have not been registered under the Securities
Act of 1933, as amended, or applicable state securities laws or the securities
laws of any other jurisdiction. They may not be sold or transferred in the
absence of an effective registration statement under those securities laws or
pursuant to an exemption therefrom."
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto
on the date first above written.
MOTORCYCLE CENTERS OF AMERICA, INC.
By:__________________________________
Xxxx Xxxxxxxxx, President
CASE'S LADDER, INC.
By:__________________________________
XXXXX XXXXXXX, CEO, for SELLER
_____________________________________
XXXXX XXXXXXX, CEO and Chairman
_____________________________________
XXXX XXXXX, COO and CFO
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They may not be sold or transferred in the absence of an effective registration
statement under those securities laws or pursuant to an exemption therefrom."
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto
on the date first above written.
MOTORCYCLE CENTERS OF AMERICA, INC.
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------
Xxxx Xxxxxxxxx, President
CASE'S LADDER, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
XXXXX XXXXXXX, CEO, for SELLER
/s/ Xxxxx Xxxxxxx
---------------------------------------
XXXXX XXXXXXX, CEO and Chairman
/s/ Xxxx Xxxxx 4/21/99
---------------------------------------
XXXX XXXXX, COO and CFO
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SCHEDULE A
CASE'S LADDER INC.
Name of Shareholder No. of Shares of No. of Shares of Motorcycle
("Seller") Case's Ladder, Inc. Centers of America, Inc.
---------- ------------------- ------------------------
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MANAGEMENT AGREEMENT
This agreement dated April 19, 1999, is made by and between Entertainment
Universe, referred to as the "Company", and Xxxxxx X. Xxxxx
1. Services. The Company hereby employs Xxxxxx Xxxxx to perform the following
services in accordance with the terms and conditions set forth in this
agreement: Xx Xxxxx will consult with the officers and employees of the Company
concerning matters relating to the management and organization of the Company,
their financial policies, the terms and conditions of employment, and generally
any matter arising out of the business affairs of the Company.
2. Terms of Agreement. This agreement will begin upon the Company's acquisition
of Cases Ladder, Inc., and will run for a period of no less than 12 months from
the acquisition. Either party may cancel this agreement on sixty (60) days
notice to the other party in writing, by certified mail or personal delivery.
Upon termination of employment by the Company for any reason, Xxxxxx Xxxxx shall
be paid 1 years pay, including options and bonus, by the Company.
3. Place Where Services Will Be Rendered and Responsibilities. Xx. Xxxxx shall
perform most services in accordance with this contract in his own offices and/or
home. In addition, Xx. Xxxxx will perform services on the telephone and at such
other places as designated by the Company to perform these services in
accordance with this agreement. The responsibilities will be as follows but will
not be limited to: (a) Management of the Cases Ladder Internet site and all
activities associated with it; (b) Involvement in the growth and management of
all activities related to On-line entertainment and community; (c) Activities
related to software sales and Company acquisitions.
4. Payment to Xxxxxx Xxxxx. Xx. Xxxxx will be paid at the rate of $9166.67 per
month on a biweekly basis for work performed in accordance with this agreement.
All taxes and appropriate deductions will be administrated by the Company.
5. Additional Consideration to Xxxxxx Xxxxx. Xx. Xxxxx will be entitled to a
bonus no less than once per year, payable every six months from the date of the
acquisition of Cases Ladder. The bonus for Xxxxxx Xxxxx shall be based on
performance criteria set by the compensation committee.
6. Expenses incurred by Xxxxxx Xxxxx. Xx. Xxxxx will receive reimbursement for
all Company-mandated travel, mileage, entertainment and other reasonable
out-of-pocket expenses. Xx. Xxxxx will submit a statement setting forth the
expenses, and the Company will pay the amounts due within ten (10) days of
receipt.
7. Stock Options to Xxxxxx Xxxxx. Xx. Xxxxx will be granted stock options at the
quantity of 60K shares at a price of $10 per share option. These options will
vest quarterly equally over a 36 month period under the terms and conditions of
eUniverse's Stock Option Plan. The first option for 5,000 shares shall be
granted no later than 45 days after the purchase of such acquisition. The
exercise price of the options will be at $10 per share and in accordance with
the stock option plan.
8. Additional Benefits. The Company will offer Xx. Xxxxx, the opportunity to
participate in its medical, dental, life insurance, and other benefit programs
such as a car allowance and monthly expenses at a minimum equal to his current
medical/insurance/dental plan, but at terms no less favorable than those offered
to its officer of the Company.
9. Loans and deferred pay to the Company. Upon completion of the sale of Case's
Ladder to Entertainment Universe all loans as well as deferred pay that Cases
Ladder owes to Xx. Xxxxx shall be paid. The amount is not to exceed $10,000.00.
This obligation shall remain in force despite any termination of this agreement,
with or without cause. In addition, the Company shall provide Xx. Xxxxx with a 3
year $28,000
Page 2
Management Agreement
loan in the form of a Note Payable. Such Note shall carry no interest for 12
months, and after 12 months interest shall be charged at 7%. The 3 year note
shall be secured by an Xx. Xxxx'x stock in the Company. In addition, 50% of any
money received from bonuses and 50% of any profits Xx. Xxxxx receives from
either exercise of his options and sale of the stock received or from the
Company repurchasing such options, shall go towards repayment of the Note. A
check for the full amount of deferred pay as well as the loan shall be made to
Xx. Xxxxx no later than two weeks after the signing of the employment agreement.
10. Confidential Information. Xx. Xxxxx agrees that any information received by
the him during any furtherance of the employee's obligations in accordance with
this contract, which concerns the personnel, financial or other affairs of the
Company will be treated by the employee in full confidence and will not be
revealed to any other persons, firms or organizations except as necessary and
appropriate for Xx. Xxxxx to perform his duties under this Agreement or in
response to legal process.
11. Registration Rights. The Company agrees to register all option shares issued
to Xxxxxx Xxxxx so that they are tradable in the public market upon issuance.
12. Governing Law - This Agreement shall be construed and its performance
enforced in accordance with the laws of the State of California, excluding its
choice of law provisions.
13. Modifications - Any and all modifications, amendments or additions to this
Agreement shall be in writing. Similarly, any and all waivers of any terms of
this Agreement shall be in writing. Any and all oral modifications, amendments,
additions, and/or waivers shall be unenforceable.
14. Dispute Resolution - The Parties agree to submit any disputes arising under
or in relation to this Agreement to mediation with a mediator approved by the
Parties. If the Parties resolve their disputes through mediation, they shall
share the costs of mediation evenly but pay their own attorneys' fees and other
expenses related to mediation. If mediation fails to resolve all disputes within
thirty (30) days after submission to the mediator, then either Party may file a
law suit or request arbitration. The Parties agree that mediation is a
pre-condition to filing a law suit. The prevailing Party in any law suit or
arbitration relating to the transactions contemplated by this Agreement shall be
entitled to costs and expenses including reasonable attorneys fees and the
attorneys fees and expenses incurred in connection with mediation that failed to
resolve the dispute.
15. Severability - If a court of competent jurisdiction or arbitrator finds that
one or more provisions of this Agreement is or are illegal or unenforceable, the
remaining provisions of this Agreement shall remain in full force and effect as
if such provision or provisions never existed.
16. Waiver - No Party's right to require performance of another Party's
obligations under this Agreement shall be affected by any previous delay in
enforcing such right, express waiver of prior similar right to require
performance, or course of dealing.
17. Integration Clause. This Agreement constitutes the entire understanding
between the Parties and supersedes all prior proposals and agreements, oral or
written, and all prior or contemporaneous communications between the Parties
relating to the subject of this Agreement. This Agreement may only be amended or
modified by a writing signed by the Party against whom such amendment or
modification is sought to be enforced.
18. Notices. Notices under this Agreement shall be sufficient only if sent (a)
by overnight courier, or (b) by facsimile or other electronic means and by U. S.
Mail, or (c) personally delivered to the other Party. Notices shall be addressed
as follows:
To the Company: To Consultant
Page 3
Management Agreement
Xxxxxx Xxxxx
0000 Xxxxxxxxxxxx Xx.
Xxxxxxxx Xxxxxxx, XX 00000
Telephone: Telephone: (000)000-0000
Fax: Fax: (000) 000-0000
Any Party may change the above information by giving written notice as set forth
above.
19. Counterparts. This Agreement may executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the Parties execute this Agreement as of the last date
written below.
Date: April 21, 1999 ENTERTAINMENT UNIVERSE, INC.
By:
--------------------------------------
------------------------------------------
Print Name and Title
Date: April 21, 1999 /s/ Xxxxxx Xxxxx
------------------------------------------
Xxxxxx Xxxxx
-----------------------------------------------------------------------------------------------------------------------------
Data
-----------------------------------------------------------------------------------------------------------------------------
Nominee Name Phone SSN CL Shrs eUniverse Shrs
-----------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx Xxxxx Xxxxxxx 000-000-0000 (blank) 5,000 331
------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx 000-000-0000 (blank) 5,000 331
------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx 000-000-0000 ###-##-#### 627,500 41,497
------------------------------------------------------------------------------------------------
Xxxx Xxxxx 000-000-0000 (blank) 7,500 496
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx 000-000-0000 (blank) 100,000 6,613
------------------------------------------------------------------------------------------------
Xxxxxx Xxxx 000-000-0000 (blank) 6,250 413
-----------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx Total 751,250 49,681
-----------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx Datiana Xxxxxxx 000-000-0000 ###-##-#### 250,000 16,533
------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx 000-000-0000 ###-##-#### 3,437,500 227,322
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxx Xxxxxxx 000-000-0000 ###-##-#### 125,000 8,266
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx 000-000-0000 na 125,000 8,266
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx 000-000-0000 ###-##-#### 125,000 8,266
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx 000-000-0000 ###-##-#### 125,000 8,266
-----------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx Total 4,187,500 276,919
-----------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx 000-000-0000 ###-##-#### 50,000 3,307
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx 000-000-0000 ###-##-#### 300,000 19,839
------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 000-000-0000 (blank) 1,250,000 82,664
------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 000-000-0000 ###-##-#### 50,000 3,307
------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 000-000-0000 ###-##-#### 50,000 3,307
------------------------------------------------------------------------------------------------
Xxx Xxxxxxx 000-000-0000 (blank) 71,250 4,712
------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx 000-000-0000 ###-##-#### 50,000 3,307
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx 000-000-0000 ###-##-#### 31,250 2,067
-----------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Total 1,852,500 122,510
-----------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxx Xxxxxx Xxxxx 000-000-0000 (blank) 24,375 1,612
------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxx 000-000-0000 ###-##-#### 36,563 2,418
-----------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxx Total 60,938 4,030
-----------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx Xxxxx Xxxxxxxx 000-000-0000 (blank) 18,750 1,240
------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx 000-000-0000 ###-##-#### 2,093,750 138,462
------------------------------------------------------------------------------------------------
Xxx Xxxxxx 000-000-0000 (blank) 12,500 827
------------------------------------------------------------------------------------------------
Xxxx Xxxxxx 000-000-0000 (blank) 62,500 4,133
------------------------------------------------------------------------------------------------
Xxx Xxxxxx 000-000-0000 (blank) 31,250 2,067
------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx 000-000-0000 (blank) 62,500 4,133
-----------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx Total 2,281,250 150,862
-----------------------------------------------------------------------------------------------------------------------------
(blank) Xxxxx Xxxxxxxx 000-000-0000 ###-##-#### 65,000 4,299
------------------------------------------------------------------------------------------------
Xxx Xxxxx 000-000-0000 ###-##-#### 205,000 13,557
------------------------------------------------------------------------------------------------
C. Xxxxxxx Xxxxx 000-000-0000 (blank) 20,313 1,343
------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxx 000-000-0000 ###-##-#### 33,750 2,232
------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 000-000-0000 ###-##-#### 20,313 1,343
------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxx 000-000-0000 (blank) 79,688 5,270
------------------------------------------------------------------------------------------------
Xxx Xxxxxx 000-000-0000 ###-##-#### 645,996 42,720
------------------------------------------------------------------------------------------------
Xxx Xxxxxxxx 000-000-0000 ###-##-#### 31,250 2,067
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx 000-000-0000 (blank) 71,250 4,712
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx 000-000-0000 (blank) 71,250 4,712
------------------------------------------------------------------------------------------------
Xxx Xxxx 000-000-0000 ###-##-#### 20,313 1,343
------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx 000-000-0000 ###-##-#### 187,500 12,400
-----------------------------------------------------------------------------------------------------------------------------
(blank) Total 1,451,623 95,998
-----------------------------------------------------------------------------------------------------------------------------
Grand Total 10,585,061 700,000
-----------------------------------------------------------------------------------------------------------------------------
