EMPLOYMENT AGREEMENT
EXHIBIT 6.13
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into and effective as of this 25 day of January, 2023, by and between Xxxxxxx Xxxx, an individual person with an address at 0000 X Xxxxx Xxxxx Xxx, Xxxxxx Xxxxx, XX 00000 (“Xx. Xxxx”) and Tropical Racing, Inc., a Florida corporation (“Tropical Racing”), regarding Xx. Xxxx’x provision of services as an Executive Administrator to Tropical Racing.
WITNESSETH
WHEREAS, Tropical Racing desires to employ Xx. Xxxx as an Executive Administrator of Tropical Racing and Xx. Xxxx desires to be employed pursuant to the terms and conditions contained herein; and
WHEREAS, Tropical Racing has been represented by Xxxxxxxxx Xxxxxxx, P.A. (the “Firm”) during the negotiation and preparation of this Agreement; and
WHEREAS, Xx. Xxxx acknowledges that the Firm represents only Tropical Racing and that she has been provided the opportunity to retain her own independent legal counsel; and
WHEREAS, the Agreement supersedes any prior understandings or agreements between the parties whether written or verbal and any and all prior documentation is hereby cancelled, void and of no further effect as of the date hereof
NOW, THEREFORE, for and in consideration of the premises hereof and the mutual covenants contained herein, the parties hereto hereby covenant and agree as follows:
1. Title; Recitals. Subject to the terms and conditions set forth herein, Tropical Racing hereby retains Xx. Xxxx as an Executive Administrator. The Recitals set forth above are a part of the binding agreements of the parties contained in this Agreement.
2. Term. Tropical Racing or Xx. Xxxx may terminate and end the employment relationship at any time, with or without warning, and with or without cause. Nothing in this Agreement modifies or affects the employment-at-will relationship.
3. Compensations and Benefits. As consideration for the services rendered, Tropical Racing agrees to pay Xx. Xxxx for the term of this Agreement at a rate of $70,000 per year in installments consistent with Tropical Racing’s normal payroll schedule, subject to applicable withholding and other taxes. Xx. Xxxx is entitled to receive a car allowance equal to $250 per month. Additionally, during the term of this Agreement and in the discretion of the Tropical Racing board of directors, Xx. Xxxx is entitled to be granted incentive options, restricted stock, or other incentives pursuant to Tropical Racing’s 2020 Equity Incentive Plan which incentives shall vest over a three-year period.
4. Responsibilities. Xx. Xxxx shall report to the Chief Executive Officer of Tropical Racing and assume the role of Executive Administrator to the Chief Executive Officer. Xx. Xxxx will have the primary day-to-day responsibility for certain executive administration and bookkeeping which includes but is not limited to overseeing Tropical Racing’s financial data and compliance by maintaining accurate books on accounts payable and receivable, payroll, and daily financial entries and reconciliations to be provided to the Tropical Racing Interim Chief Financial Officer. As and if requested by Tropical Racing, Xx. Xxxx will perform daily accounting tasks such as monthly financial reporting, general ledger entries, paying invoices and record payments and adjustments. Xx. Xxxx may also be requested by Tropical Racing to assist with new hire documents, compliance, and temporary disability insurance and workers’ compensation filings. Additionally, Xx. Xxxx will serve in her role as Executive Administrator by:
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| · | Providing administrative assistance, such as writing and editing e-mails, drafting memos, and preparing communications on the Chief Executive Officer’s behalf |
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| · | Maintaining comprehensive and accurate records |
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| · | Performing minor accounting duties |
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| · | Organizing meetings, including scheduling, sending reminders, and organizing catering when necessary |
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| · | Answering phone calls in a polite and professional manner |
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| · | Managing the Chief Executive Officer’s calendar, including making appointments and prioritizing the most sensitive matters business and personal |
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| · | Managing the Chief Executive Officer’s travel arrangements and business and personal |
5. Paid Time Off. Xx. Xxxx shall be entitled to two weeks’ vacation and 7 personal days as may be approved from time to time by the Chief Executive Officer.
6. Reimbursement. Tropical Racing agrees to reimburse Xx. Xxxx for all reasonable business expenses pre-approved by the Chief Executive Officer incurred in the execution of her duties upon Xx. Xxxx’x submission of actual receipts. Xx. Xxxx agrees to obtain Tropical Racing’s prior approval for any and all business expenditures.
7. Confidential Information. Xx. Xxxx agrees that during her employment and for a period of five years after her termination date, Xx. Xxxx shall not at any time divulge, communicate, use to the detriment of Tropical Racing or for the benefit of any other person or persons, or misuse in any way, any Confidential Information pertaining to the business of Tropical Racing. “Confidential Information” means all trade secrets and information about Tropical Racing or any related entity or its business disclosed to Xx. Xxxx or known by Xx. Xxxx as a consequence of or through the position of her employment with Tropical Racing or any related entity (including information conceived, originated, discovered or developed by Xx. Xxxx and information acquired by Tropical Racing or any related entity from others) prior to or during her employment, and not generally or publicly known (other than as a result of disclosure by Xx. Xxxx in breach of this Agreement). Confidential Information includes, but is not limited to, such information related to Tropical Racing’s or any related entity’s current and potential members, shareholders, and other investors, including their identities and contact information, and Tropical Racing’s financial condition, prospects, technology, customers, suppliers, sources of leads and methods of doing business. Any Confidential Information or data now or hereafter acquired by Xx. Xxxx with respect to the business of Tropical Racing (which shall include, but not be limited to, information concerning Tropical Racing’s current and potential investor base, including their identities and personal information, and Tropical Racing’s financial condition, prospects, technology, customers, suppliers, sources of leads and methods of doing business) shall be deemed a valuable, special and unique asset of Tropical Racing that is received by Xx. Xxxx in confidence and as a fiduciary, and Xx. Xxxx shall remain a fiduciary to Tropical Racing with respect to all of such information. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Xx. Xxxx from disclosing Confidential Information as required to perform her duties under this Agreement or to the extent required by law. If any person or authority makes a demand on Xx. Xxxx purporting to legally compel her to divulge any Confidential Information, Xx. Xxxx immediately shall give notice of the demand to Tropical Racing so that Tropical Racing may first assess whether to challenge the demand prior to Xx. Xxxx’x divulging of such Confidential Information. Xx. Xxxx shall not divulge such Confidential Information until Tropical Racing either has concluded not to challenge the demand, or has exhausted its challenge, including appeals, if any. Upon request by Tropical Racing, Xx. Xxxx shall deliver promptly to Tropical Racing upon termination of her services for Tropical Racing, or at any time thereafter as Tropical Racing may request, all memoranda, notes, records, reports, manuals, drawings, designs, computer files in any media and other documents (and all copies thereof) containing such Confidential Information.
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8. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to principles of conflict of laws.
9. Jurisdiction and Venue. The parties acknowledge that a portion of the anticipated performance of this Agreement shall occur in Miami-Dade County, Florida, Broward County, Florida, and Palm Beach County, Florida and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally (i) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement which is expressly permitted by the terms of this Agreement to be brought in a court of law, shall be brought in the courts of record of the State of Florida in Miami-Dade County, Broward County, Palm Beach County or the court of the United States, Southern District of Florida; (ii) consents to the jurisdiction of each such court in any such suit, action or proceeding; (iii) waives any objection which it or he may have to the laying of venue of any such suit, action or proceeding in any of such courts; and (iv) agrees that service of any court papers may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in such courts.
10. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between Xx. Xxxx and Tropical Racing (or any of its affiliates) with respect to such subject matter. This Agreement may not be modified in any way unless by a written instrument signed by both Xx. Xxxx and Tropical Racing.
11. Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior consent of the other party.
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The parties hereto have caused this Agreement to be executed as of the date set forth above.
| TROPICAL RACING: | |||
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| TROPICAL RACING, INC., a Florida corporation |
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| By: | /s/ Xxxx Xxxx | ||
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| Name: | Xxxx Xxxx | |
| Title: | Chief Executive Officer | ||
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| XX. XXXX: |
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| /s/ Xxxxxxx Xxxx |
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| Xxxxxxx Xxxx |
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