[Letterhead of Magic Fingers Incorporated}
Employment Agreement, between Magic Fingers, Inc. (the "Company") currently
located at 0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxxxxx, XX 00000 and Xxxxxx
Xxxxx Xxxxxxx ("Employee").
1. Content. For good consideration, the Company employees the Employee on
the following terms and conditions:
2. Term of Employment. Subject to the provisions for termination set forth
below this agreement will begin on, October 1, 1997. This agreement and
Employee's employment shall continue for a period of three years, after which
time said employment shall cease or be extendded or be amended by the Company
based on performance.
3. Base Salary. (a) As compensation for the services rendered by Employee
under this agreement, as a gross salary and prior to any deductions or
withboldings, Employee will be paid a salary of $75,000 for the first year,
$100,000 for the second year and $133,000 for the third year, for the services
of the Employee, payable at weekly payroll periods-
(b) The Company agrees that in the event the base salary cannot be paid
in full due to decreased cash flow, it will be carried forward and accrued
without interest for the full face and term of the agreement.
(c) The Company further agrees that at the sole discretion of the
Employee, the accrued unpaid salary can be paid in the Companies Capital Stock.
Employee reserves the right for payment in Rule 000, Xxxx 000, X-0, and / or
Registered "Free Trading" shares, as permitted by Law, at the current Bid price
at the time of execution. Employee may make request not more than one time per
Quarter per Calendar year.
4. Employee Stock Option Plan (ESOP). (a) Employee reserves the right to
purchase 500,000 shares of the Companies common shares at par value ($0.0001) at
any time during this agreement and an additional 125,000 during the second and
third years respectfully. These shares shall be issued pursuant to the
provisions of Rule 144D, Employee will receive, the option to purchase an
additional 500,000 common shares at par value ($0.0001) upon the arrangement of
financing for the motion picture currently entitled "Liberty City".
(b) The Company further agees that upon doing a Secondary Offering, S-1
or otherwise, the Company agrees to register twenty percent (20%) of the above
mentioned shares, if permitted by Law at that time, in said Offering.
5. Duties and Position. The Company hires the Employee in the capacity of
President and Chief Executive Officer of the Company. The Employee's duties may
be reasonably modified at the Company's discretion from time to time.
6. Employee to Devote Full Time to Company. Employee agrees to devote all
of his time, attention and energy to the performance of Employee's duties
pursuant to this Agreement, and shall perform
0000 Xxxxxxxxx Xxxxxx Xxxxx * Xxxx Xxxxxxxxxx, Xxxxxxx 00000
000-000-0000 (phone/fax)
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in any other business provided those investments do no require active
involvement in the operation of said companies.
7. Confidentiality of Proprietary Information. (a) Employee agrees, during
the term of this employement, not to reveal confidential information or trade
secrets to any xxxxxxx, firm, corporation, or entity. Should Employee reveal or
threaten to reveal this information, the Company shall be entitled to an
injunction restraining the Employee from disclosing same or from rendering any
service to any entity to whom said information has been or is threatened to be
disclosed. The right to secure an injuction is not exclusive and the Company may
pursue any other remedies it has against the Employee for a breach or threatened
breach of this condition, including the recovery of damages from the Employee.
(b) All records of the accounts of Company of any nature, whether existing
at the time of Employee's employment, procured through the efforts, of Employee,
or obtained by Employee from any other source, and whether prepared by employee
or othewise, shall be the exclusive property of Company regardless of who
actually purchased the original book, record or magnetic storage unit on witch
such information is recorded, are and shall remain the exclusive property of
Company and shall not be removed from the premises of Company under any
circumstance whatsoever without the prior written consent of Company
(c) All such books and records shall be immediately returned to Company
by Employee on any termination of employment, whether or not any dispute exists
bretween Conipariy and Employee at, regarding, an/or following the termination
of employee.
8. Adberence to Rules. Employee at all times during, the performernce of
this Agreement shall directly adhere to and obey all the rules and regulations
now in effect or as subsequently modified or erected by Company, governing the
conduct of employees of Company.
9. Vacation. Employee shall be entitled to paid vacation for 2 week's) per
year during the first year of employment, and all 4 week's per year for each
subsequent year. Although vacations will be granted at times requested by
Employee. Company reserves the right to determine or approve the vacation time
in order to ensure the efficient and orderly operation of the business. Employee
is expected to use all vacation time in the year such vacation time is earned
and Employee shall not be able to accrue any vacation time in any year until the
vacation time for the prior year has been fully used,
10. Group Health Insurance. As further compensation Employee is entitled to
participate, to the extent available to other employees of Company and under
terms afforded to other employees of Company, in and to any group health insure
provided by Company to such other employees
11. Reimbursement of Expenses. The Employee may incur reasonable expenses@
for furthering the Company's business, including expenses for entertainment,
travel, and similar items. The Company shall reimburse Employee for all business
expenses after the Employee presents an itemized account of expenditures,
accompanied by the original receipts for each item.
12. Disability. if Employee cannot perform the duties because of illness or
incapacity for a period of more than two weeks, the compensation otherwise due
during said illness or incapacity will be reduced by fifty (50) percent. The
Employee's full compensation will be reinstated upon return to work. However, if
the Employee is absent from work for any reason for a continuous period of over
three months, the
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Company may terminate the Employee's employment, and the Company's obligations
under this agreement will cease on that date.
13. Death Benefit. Should Employee die during the term of employment, the
Company shall pay to Employee's estate any compensation due through the end of
the month or fourteen (14) days, which ever is greater, in whlich death
occurred. Further more the Company shall make availabie to the estate any stock
options or compensation which would have been available to the employee througb
the time as stated above.
14. Assistance in Litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or way
become, a party either during or after employment.
15. Effect of Prior Agreements. This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and the
Employee, except that this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind elsewhere provided and
not expressly provided in this agreement
16. Settlement by Arbitration. Any claim or controversy that arises out of
or relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court with
jurisdiction. Only in the event that the dispute cannot be heard by Arbitration
with in ten busiaess days may either party elect to have the dispute heard in a
Legal venue.
17. Limited Effect of Waiver by Company. Should Company waive breach of any
provision of this agreement by the Employee, that waiver will not operate or be
construed as a waiver of further breach by the Employee.
18. Severability. If, for any reason, any provision of this agreement is
held invalid all other provisions of this agreement shall remain in effect. If
this agreement is held iavalid or cannot be enforced, then to the full extent
permitted by law any prior agreement between the Company (or any predecessor
thereof) and the Employee shall be deemed reinstated as if this agreement had
not been executed.
19. Assumption of Agreement by Company's Successors and Assignees. The
Company's rights and obligations under this agreement will inure to the benefit
and be binding upon the Company's successors and assignees.
20. Oral Modifications Not Binding. (a) This instrument is the entire
agreement of the Coinpany and the Employee, Oral changes shall have no effect.
It may be altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
(b) Any notices to be given by either parry to the other may be effected
either by personal delivery in writing or by mail, registered and certified
postage prepaid with return rececipt requested. Mailed notices shall be
addressed to the parties at their last known addresses as appearing on the books
of Company.
21. Law Governing. This agreement shall be governed by and construed in
accordance with the laws of the State of Wyoming.
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22. Attorney's Fee's and Costs. If any legal action is necessary or brought
in any court or arbitration proceeding to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney's fees,
Xxxxx, and necessary expenses, in sedition to any other relief to which such
party may be entitled. This provision shall be construed as applicable to entire
contract.
23. Obligations to Third Parties. Employee warrants and represents that
Employee as the ability to enter into this Agreement, that entering into and
perfoming under this Agreement, will not violate Emloyee's agreement with any
third party, and that there exist no restrictions or obligations to any third
Parties which will restrict Employee's performance of duties under this
Agreement.
Signed this 1O day of October, 1997.
Employee:
/s/Xxxxxx Xxxxx Xxxxxxx
------------------------
Xxxxxx Xxxxx Xxxxxxx
Witnesses: Company Representative's:
/s/X.X. Xxxxxxx /s/Xxxxxxxxx Xxxxxx
---------------- ------------------------
Xxxxxxxxx Xxxxxx, VP/Director
/s/ X. Xxxxxx /s/ X.X. Xxxxxxx
---------------- ------------------------
Xxxx X. Xxxxxxx, Director
/s/ via fax - attached
-------------------------
Xxxx Xxxxxx, Director
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