AGREEMENT
Exhibit 10.12
AGREEMENT
This
Agreement is made and entered into as of the
day of
August, 2006, between
Xxxx
Xxxxxxx ("Director"
or
"party")
of 00X
Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 and Myriad Entertainment and Resorts,
Inc., a Delaware corporation ("Myriad"
or
"party")
of
#1000, 00000 000 Xxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0, by and through
its
President, Xxxxx Hawrelechko
(collectively "parties").
WHEREAS,
Myriad
is in the business of development
and management of resort destination properties;
WHEREAS,
Director has substantial business experience;
WHEREAS,
Myriad
desires to retain Director as Chairman of its Board of Directors;
WHEREAS,
Myriad
desires to assure Director's continued service as Chairman and to compensate
him
for such service; and
WHEREAS,
Director
is willing to serve as Chairman upon the terms and subject to the conditions
contained in this Agreement.
NOW
THEREFORE,
in
consideration of the premises and mutual covenants contained in this Agreement
and for other good and valuable consideration, the adequacy and receipt of
which
are hereby acknowledged, the parties agree as follows:
| 1. |
Term:
|
| 1.1. |
The
term of this Agreement shall commence on the date Director is elected
to
Myriad's Board of Directors ("Board") as a member ("Member") ("Effective
Date") and
shall continue for a period of three (3) years from the Effective
Date
("Initial
Term"). Thereafter, the term of this Agreement
shall continue
|
| 1.2. |
Notwithstanding
the foregoing and provided that Director has neither voluntarily
resigned
nor that
this Agreement has been
terminated by
Myriad for
"Cause"
(as defined in Section 12.4),
Myriad agrees to use its best efforts to cause
Director to be
reelected as a Member of the
Board for two
additional
three year periods
after the Initial Term.
|
| 2. |
Position: Upon
Director 's
election as a Member of
the Board,
Director shall
serve as its
Chairman.
In
such capacity,
Director shall perform such duties and responsibilities as are normally
related to such position in accordance with Myriad's bylaws and applicable
law, including those services described below (the "Services"), and
Director hereby agrees to use his best efforts to provide the Services.
Director shall not permit
any other person or entity to perform any of the Services for or
instead
of Director. Director shall comply with the statutes, rules, regulations
and orders of any governmental or quasi-governmental authority, which
are
applicable to the performance of the Services, and Myriad's rules,
regulations, and practices as they may from time-to-time be adopted
or
modified.
|
| 3. |
Services:
Director shall have all responsibilities of a Member
of
the Board
and its Chairman as
imposed by Delaware or other
applicable
law, the Certificate of Incorporation, as amended, and
the
Bylaws, as amended, of Myriad. These responsibilities shall include,
but
shall not be limited to, the following:
|
| 3.1. |
Attendance.
Use best efforts to attend scheduled meetings of Myriad's
Board;
|
| 3.2. |
Act
as a Fiduciary. Represent the shareholders and the interests of Myriad
as
a fiduciary;
|
| 3.3. |
Participation.
Participate as a full voting member of Myriad's Board in
setting overall objectives, approving plans and programs of operation,
formulating general policies, offering advice and counsel, serving
on
Board Committees, and reviewing management
performance;
|
| 3.4. |
Records.
Director shall have reasonable access to books and records of Myriad,
as
necessary to enable Director to fulfill his obligations as a Member
of
the
Board;
and
|
| 3.5. |
Working
with CEO.
|
Director’s
Services shall include, but not be limited to, working with Xxxx Xxxxxx,
the CEO
of Myriad, in the following areas:
| 3.5.1. |
Corporate
planning:
|
| 3.5.1.1. |
Define
Myriad’s goals, administrative chart and operating
protocols;
|
| 3.5.1.2. |
Develop
a yearly corporate business plan;
|
| 3.5.1.3. |
Present
the corporate business plan to the Board for
approval;
|
| 3.5.1.4. |
Organize
and set the agenda for the annual shareholder’s meetings;
|
| 3.5.1.5. |
Choose
a Chief Operating Officer and Chief Financial Officer;
|
| 3.5.1.6. |
Ensure
full and complete compliance with all SEC reporting requirements;
and,
|
| 3.5.1.7. |
Other
items which may arise in the normal course of
business.
|
| 3.6. |
Promotional
efforts:
|
| 3.6.1. |
Promote
the Resort, Club & Leisure Real Estate Industry using the Myriad
Development and the Myriad Operational Protocols based on "Personalized
Club Level Experiences and Service";
|
| 3.6.2. |
Develop
global strategy to promote the “Personalized Club Level Experiences and
Service” concepts currently being developed in Tunica; and,
|
| 3.6.3. |
Globally
position Myriad as the premier management firm
for the resort and club industry for the purposes of increasing
shareholder value.
|
| 3.7. |
Securing
financing:
|
| 3.7.1. |
Assist
in development of a financial strategy to raise capital through the
sale
of Myriad’s debt (“Debt Financing”) or equity (“Equity Financing”)
securities via a fund or other mechanisms that meet the objectives
of
Myriad for the physical construction and development of the approximately
500 acre Resort, Club and Leisure Real Estate business model in a
manner
that will allow Myriad to manage and have equity position with limited
financial exposure;
|
| 3.7.2. |
Promote
asset ownership through use of Director’s global contacts to raise capital
(debt and equity) through various means: financial funds, lenders,
equity
funds, hedge funds:
|
| 3.8. |
Other
Activities: During
the Term, Director
may be employed by and
may serve on other Boards of Directors or Advisory Boards
of
one or more other companies,
and may engage in any other business activities
(whether or not pursued for pecuniary advantage)
(collectively "other activities"), provided that such other activities
do
not interfere in a material way with the performance of Director's
Services. Except
as set forth in Exhibit A, Director represents that, to the best
of his
knowledge, Director has no outstanding agreement or obligation that
is in
conflict with any of the provisions of this Agreement, and Director
agrees
to use his best efforts to avoid or minimize any such conflict and
agrees
not to enter into any agreement or obligation that could create such
a
conflict, without the approval of the Chief Executive Officer or
a
majority of the Board.
If, at any time, Director is required to make any disclosure or take
any
action that may conflict with any of the provisions of this Agreement,
Director will promptly notify the Chief Executive Officer or the
Board of
such obligation, prior to making such disclosure or taking such
action.
|
| 3.9. |
No
Conflict: Except as set forth in Exhibit
A, Director will not,
during the Term,
engage in any activity that creates an actual conflict of interest
with
Myriad, regardless of whether such activity is prohibited by Myriad's
conflict of interest guidelines or this Agreement, and Director agrees
to
notify the Board before
engaging in any activity that creates a potential conflict of interest
with Myriad. Specifically and except as set forth in Section 2 and
Exhibit
B of this Agreement, Director shall not,
during the Term,
engage in any activity that is in direct competition with Myriad
or serve in any capacity (including, but not limited to, as an employee,
consultant, advisor or director) in any entity
that competes directly with Myriad,
as reasonably determined by a majority of Myriad's disinterested
Board
members, without the approval of the Chief Executive Officer.
|
| 4. |
Compensation:
|
4.1 Base
Salary.
Subject
to Section 8 below, Director
shall receive an annual base
salary
of
$400,000.00 payable quarterly
("Director’s Salary").
This
shall begin on or before October 1, 2006 upon receipt from the Director of
his
intent to assume his position two weeks prior to the starting date. The Board,
in its discretion, may increase the Director’s
Salary based upon relevant circumstances
including the
increased value of the stock and/or
increased
earnings.
4.2 Financing
Bonuses:
In the
event that the Director secures Debt Financing for Myriad, he will be entitled
to receive a Financing Bonus equal to two percent (2%) of the total amount
of
proceeds received from such Debt Financing. In addition, in the event that
the
Director secures Equity Financing for Myriad, he will be entitled to receive
a
Financing Bonus equal to three percent (3%) of the total amount of proceeds
received from such Equity Financing.
| 5. |
Bonus:
|
| 5.1. |
Director
shall
receive an annual incentive bonus under the following formula:
|
For
each $5.00
per
share
increase (“benchmark”)
in
the fair
market value
of Myriad’s stock beginning on the Effective
Date
of
this Agreement, the Director’s
Salary shall
be
increased
by
$100,000 per year payable on a quarterly
basis
("Additional Director’s Salary");
provided, however,
that
the
stock
must remain
at
an average market price increase of $5.00
per
share
for two
consecutive
quarters
(six
months) from the date the stock achieves
each benchmark in order that the Additional Director’s Salary be earned. Once
earned, the Additional Director’s Salary shall be paid for a two year period
("Earned Additional Director’s Salary").
| 5.2. |
The
Additional Director’s Salary is subject to Myriad's Annual
Bonus
Performance Plan for Directors/Officers(“Annual
Bonus Performance Plan”);
provided, however, that said Annual Bonus Performance Plan shall
not
contain any
provisions that are materially different than the provisions of Sections
7.1 and 7.3
or said materially different provisions shall not apply to Director.
The
Annual
Bonus Performance Plan,
together with any successor plans of Myriad,
is
intended
to comply with Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code").
|
| 5.3. |
Each
Earned
Additional Director’s
Salary
shall be payable (i) 30 days following the
date Myriad's audited consolidated statement of income for the applicable
fiscal
year becomes available or (ii) on the January 15 following the end
of that
fiscal
year, whichever is later ("Bonus
Payment Date").
|
| 5.4. |
Director
shall be eligible
to earn the Additional Director’s Salary as
provided in
Section
7 during
each fiscal year during the
Term.
|
| 5.5. |
In
the event
Director is disabled and/or dies,
Myriad shall
pay either the Director
and/or his estate,
on the Bonus Payment Date, any remaining Earned Additional
Director’s Salary and any Additional Director’s Salary computed
as
provided in Section 7.1 above during the fiscal year
to
the date the Director
became disabled and/or died.
|
| 6. |
Payment
of Director’s
Salary Subject to Financing:
Director
and Myriad agree that the
payment to Director
of
the
Director’s
Salary is subject to Myriad’s Registration Statement on Form SB-2 covering
its equity line financing of $20 million through the Dutchess Private
Equities Holding, LLP, being declared effective by the US Securities
and
Exchange Commission.
|
| 7. |
Stock
Options: Director
and Myriad shall discuss the feasibility of issuing stock options
to key
Director personnel subject to and pursuant to the provisions of Myriad’s
Incentive Stock Option Plan.
|
| 8. |
Benefits:
During the Term, Director shall be entitled to the following
benefits.
|
| 8.1. |
Medical/Dental/Vision/Disability:
Director
shall
receive family plan
medical, dental
and
vision insurance and short-term and long-term
disability insurance
in
accordance with the benefit plans established by Myriad for its senior
executives (as may be amended from time to time in Myriad's sole
discretion) to the extent allowed under the terms of such plans and
Myriad
shall
pay all premiums for coverage of Director and his family under
said plans.
|
| 8.2. |
Senior
Executive Benefits: Director shall also be eligible to participate
in any
additional benefits generally
available to
Myriad’s
senior executives, to the extent allowed by the benefit plans established
by Myriad, which may be amended or terminated at any time in Myriad's
sole
discretion; except that Director shall not be entitled to any paid
vacation leave.
|
| 8.3. |
Life
Insurance: Myriad shall maintain
and pay all premiums on life insurance policies on Director's life
in the
aggregate amount of $2,000,000. Myriad shall designate
the Director’s estate (or
such
other individual(s)
or entities as may be directed by Director) as beneficiary with respect
to
fifty per cent (50%) of the death
benefits and Myriad as beneficiary with respect to the remaining
50% of
the death benefits.
|
| 8.4. |
Automobile:
Myriad will pay to Director, on the first day of each month during
the
Term, a monthly automobile allowance of $1000 to help defray the
costs
associated with Director' s acquisition (by lease or otherwise) of
an
automobile and the insurance and maintenance thereof.
|
| 8.5. |
Reimbursement
for Expenses: Director
is
authorized
to
incur various business
expenses customarily incurred by persons holding like positions,
including
but
not limited to those
for travel (to include the use
of corporate jets
at
an hourly rate
not
to exceed
$3,500.00)and
entertainment and similar expenses (with total expenses not to exceed
$50,000.00
per month for all expenses) in
connection with
the promotion
of Myriad's business and the
performance of Director's Services; and provided that the
expenses are
included
on
Myriad's list of
allowable
expenses.
Myriad shall reimburse Director for all allowable
expenses from time to time, at Director's request, and Director shall
account
to Myriad for such expenses. In the event that
Director mistakenly submits
and
Myriad pays for expenses
which are
properly
classified as a personal expense,
Director agrees to reimburse Myriad for such
personal expenses paid
on
Director’s behalf.
It is the intent of the parties to ensure that the shareholders of
Myriad
not
pay
for personal
expenses
of
any member of the Board or any officer, including Director.
|
| 9. |
Protection
of Myriad's Interests:
Except in
the performance
of
his Services hereunder,
at no time shall Director divulge, furnish or make accessible to
any
person
any information of a confidential or proprietary nature, outside
of
information normally made available to the public (brochures, web-site
literature,
SEC reports, etc.) obtained by him while serving
as a Member of the Board and/or
its Chairman. Upon the termination of this Agreement,
Director shall return to
Myriad all such information which exists in written or other physical
form
and all
copies thereof in his possession or under his control.
|
| 10. |
Indemnification:
Myriad
shall
indemnify and defend Director to
the fullest extent
authorized in Myriad's Certificate of Incorporation, as amended,
Bylaws,
as amended, and
applicable law
and shall advance expenses to Director as provided therein and shall
not
alter, modify or amend any provisions of Myriad's Certificate of
Incorporation or Bylaws
relating to indemnification of officers and directors or the advancement
of expenses so as to
materially or adversely affect Director's rights hereunder without
Director's prior written
consent. Myriad confirms that its Certificate of Incorporation, as
amended, provides for the
advancement of expenses to Directors and Officers with respect to
claims
covered by
section 145 of the General Corporation Law of the State of Delaware,
as
amended. Myriad will
have purchased and
shall maintain in full force and effect during the Term, Director's
and
Officer's liability insurance, and Director shall be entitled to
the
protection of any insurance
policies that
Myriad maintains for the benefit of its Directors and Officers against
all
costs,
charges and expenses in connection with any action, suit or proceeding
to
which he may be
made a party by reason of his affiliation with Myriad, its subsidiaries,
or affiliates.
The
provisions of this Section 13 shall survive the termination of this
Agreement.
|
| 11. |
Termination:
|
| 11.1. |
Right
to Terminate:
At
any time, Director may be removed as Chairman as provided in Myriad's
Certificate of Incorporation, as amended, Bylaws,
as amended, and applicable law. Director may resign as Chairman or
Director as provided in Myriad's Certificate of Incorporation, as
amended,
Bylaws,
as amended, and applicable law. Notwithstanding anything to the contrary
contained in or arising from this Agreement or any statements, policies,
or practices of Myriad, neither Director nor Myriad shall be required
to
provide any advance notice or any reason or cause for termination
of
Director's status as Chairman, except as provided in Myriad's Certificate
of Incorporation, as amended, Myriad's Bylaws,
as amended, and applicable law.
|
| 11.2. |
Effect
of Termination as Chairman:
Upon a termination of Director's status as Chairman
where Director does not remain a Member of the Board, this Agreement
shall
terminate. Upon the
termination of Director's status as Chairman
where
Director remains a Member
of the Board,
this Agreement shall
terminate, provided,
however, that
Myriad and Director will sign Myriad's
standard Director's Agreement, in effect at the time of the termination,
subject to any modifications to which both parties mutually agree;
provided, further,
that
following such termination and for as long as Director continues
to serve
as a Member
of the Board of Myriad, and, notwithstanding anything to the contrary
contained in this Agreement, Myriad agrees to
continue to provide Director with
family plan
medical, dental and vision
insurance coverage as described in Section
10
and will pay all premiums for said
coverages,
to
the extent allowed under applicable law.
|
| 11.3. |
Termination
Upon Director's Death or Disability:
This Agreement shall terminate upon Director's death or upon Director's
Permanent Disability. As used herein "Permanent Disability" will
be deemed
to have occurred in the event that (i) Director has a mental or physical
condition which has prevented or, in the opinion of the physician
designated by the Board and Director (or, in the absence of agreement
by
the Board and Director as to the physician, by a physician mutually
designated by two physicians designated by the Board and Director,
respectively) will prevent Director for a period of more than 180
consecutive days after its onset from performing his Services, or
(ii)
Director has been so disabled for an aggregate of 120 business days,
whether or not consecutive, within any 12 month period during the
Term of
this Agreement. Director agrees to submit to an examination by such
physician upon the reasonable request of the Board, the cost of which
examination shall be borne by Myriad.
|
| 11.4. |
Termination
for "Cause":
Myriad may, immediately and unilaterally, terminate Director for
Cause at
any time upon written notice to Director. Termination of Director
shall
constitute a termination for Cause only if such termination is for
one or
more of the following reasons: (i) except as may be caused by Director's
Permanent Disability (as defined in section 11.3), Director's continuing
failure to render Services to Myriad in accordance with this Agreement
where such failure of performance continues for a period of more
than 30
days after written notice has been provided to Director by the Board;
(ii)
Director's willful misconduct or gross negligence which has a material
adverse effect on Myriad; (iii) Director's conviction of a felony,
either
in connection with the performance of his Services or which conviction
substantially adversely affects Director's ability to perform such
Services or materially adversely affects the business activities,
reputation, goodwill or image of Myriad; or (iv) Director's willful
disloyalty, material breach of fiduciary duty or material breach
of any of
the terms of this Agreement, which breach is incurable or is not
cured
within 30 days after written notice has been provided to Director
by the
Board specifying in reasonable detail the basis for such termination.
In
making any determination under this Section 11.4, the Board shall
act
fairly and in good faith and shall give Director in opportunity to
appear
and be heard at a meeting of the Board or any committee thereof and
present evidence on his behalf. Upon Director's termination, for
Cause,
this Agreement shall terminate.
|
| 12. |
Termination
Obligations:
|
| 12.1. |
In
the event of the termination of this Agreement at any time prior
to
the
expiration of the Initial Term for any reason except Director's
voluntary
resignation or Director's termination for Cause, Myriad shall pay
to
Director, is estate or designated beneficiary, an amount equal to
the sum
of Director's unpaid Director’s Salary through the end of the Initial
Term, as well as any Earned Additional Director’s Salary(s) and Additional
Director’s Salary as provided in Section
7.1.
|
| 12.2. |
In
the event of the termination of this Agreement upon Director's voluntary
resignation,
Myriad shall pay to Director his Director’s Salary through the date of
resignation
and any Earned Additional Director’s Salary(s) and Additional Director’s
Salary(s) as provided in Section 7.
|
| 12.3. |
In
the event of the termination of Director this Agreement for Cause,
Myriad
shall pay to Director his Director’s Salary through the date of
termination.
|
| 12.4. |
Director
agrees that all property, including, without limitation, all equipment,
tangible proprietary information, documents, records, notes, contracts,
and computer-generated materials provided to or prepared by Director
incident to his services belong to Myriad and shall be promptly returned
at the request of Myriad.
|
| 12.5. |
Upon
termination of this Agreement, Director shall be deemed to have resigned
from all offices then held with Myriad (except
that Director shall continue to serve as a Member
of the Board, if so elected).
Director agrees that following any termination of this Agreement,
he shall
cooperate with Myriad in the winding up or transferring to other
directors
of any pending work and shall also cooperate with Myriad (to the
extent
allowed by law, and at Myriad's expense) in the defense of any action
brought by any third party against Myriad that relates to Director's
Services.
|
| 12.6. |
Myriad
and Director agree that their obligations under this Section 15
shall
survive the termination of this Agreement.
|
| 13. |
Remedies: Myriad
recognizes that because of Director's special talents, stature and
opportunities in the entertainment and resorts industry, and because
of
the special creative nature of and compensation practices of said
industry
and the material impact that individual projects can have on entertainment
and resort operations,
in the event of the termination
of
this Agreement prior to the expiration of the Initial Term, except
by
Myriad for Cause,
Myriad and Director acknowledge and agree that the provisions of
this
Agreement regarding further payments of compensation
(Director’s Salary, Earned Additional Director’s Salary(s),
etc.)
and any exercisability of stock options, should they be granted,
constitute fair and reasonable provisions for the consequences of
such
termination, do not constitute a penalty, and such payments and benefits
shall not be limited or reduced by amounts Director might earn or
be able
to earn from any other employment or ventures during the remainder
of the
Initial
Term.
|
| 14. |
Grant
of Restricted Stock: Director
shall
receive a total six million (6,000,000) shares of restricted stock
as
follows:
|
| 14.1. |
Upon
the Effective Date,
Director
shall
be
granted three million (3,000,000) shares of restricted stock in
Myriad.
Director acknowledges that he has not been solicited by Myriad and
is
fully aware and able to understand the inherent risks involved with
owning
restricted stock.
|
| 14.2. |
Subject
to termination of Director as provided herein,
Director shall
be
granted
one million (1,000,000) shares of restricted stock on each of the
following dates for a total of three million (3,000,000)
shares:
|
(a)
September
1, 2007;
(b)
September
1, 2008; and,
(c)
September
1, 2009.
| 14.3. |
Subject
to all applicable federal and state securities laws, Director may
upon receipt assign all or any portion of the restricted Stock
issued hereunder.
|
| 14.4. |
All
restricted stock issued to the Director or Director's
assignee(s)
that is a part of
the one million (1,000,000) blocks
of
restricted stock
|
| 14.5. |
Myriad’s
first right of refusal to repurchase all restricted stock granted
to
Director as provided
in
Sections
15 and 16 of this Agreement shall
be binding upon
and inure to the benefit of
the heirs, distributees, successors
and/or assignees of
Myriad and Director.
|
| 14.6. |
In
the event that Director is terminated as provided in this Agreement,
Myriad shall have no obligation to issue any shares of Stock to Director
after such date of termination.
|
| 15. |
First
Right of
Refusal to
Repurchase Stock - Sale by Director: In
the event
Director chooses to sell or otherwise liquidate or dispose of all
or any part of the restricted
stock granted
under Section
14 at any time prior to that date which is
five years after the date
the
stock
was granted,
the following conditions shall apply:
|
| 15.1. |
Written
notice of the Director’s intent to sell his stock and
the number of shares he intends to sell shall
be given to the Board ("Notice
of
Intent");
|
| 15.2. |
For
a
period of 30 days following the date of the Notice
of Intent, Myriad
shall have the first right to repurchase the stock at its
fair
market value on
the actual date of purchase;
|
| 15.3. |
For
purposes
of this Section
15, the fair market value
of
the stock shall
be its
average
trading price on
the applicable
date(s), as described.
Myriad and Director
agree that their obligations under this Section 18 shall survive
the
termination of
this Agreement.
|
| 16. |
Myriad's
Right to Repurchase Stock upon Termination:
In
the event Myriad terminates Director, including for Cause,
Myriad shall have the right,
for a period of 30 days following the date of Director's termination,
for
Cause,
to
repurchase all of the restricted
shares
granted and
to be granted to
Director on
the following conditions:
|
| 16.1. |
Written
notice of Myriad's
intention
to
repurchase the
stock shall be given to Director within
30
days following the date of Director's
termination, for Cause ("Notice to
Purchase");
|
| 16.2. |
Myriad
shall repurchase the shares
within 30 days following the Notice to Purchase
at
their fair market value n
the date of Director's termination, for
Cause;
|
| 16.3. |
Those
shares of restricted stock that had not yet been granted as of the
date of
Director's termination, for Cause, shall also be purchased in accordance
with
the terms of the prior paragraph.
|
| 16.4. |
For
purposes of this Section 16, the fair market value of the stock shall
be
its average
trading price on the date of Director's termination, for Cause.
|
| 16.5. |
Myriad
and Director
agree that their obligations under this Section 16 shall survive
the
termination of this Agreement.
|
| 17. |
Myriad's
Representations:
Myriad represents to Director that as of the date of execution
of this Agreement, and during all times prior to the execution of
this Agreement,
it has acted, and its business operations have been undertaken, in
full compliance
with Myriad's Certificate of Incorporation, as amended, and Bylaws,
as amended,
and with the statutes, both state and federal, rules, regulations
and
orders of
any governmental or quasi governmental authority, which are applicable
to
Myriad's business operations.
|
| 18. |
Binding
Agreement: This
Agreement shall be binding upon and inure to the
benefit of Director, his heirs, distributees and assigns and Myriad, its
successors and
assigns. Director may not, without the express written permission
of
Myriad, assign
or
pledge any rights or obligations hereunder to any person, firm or
corporation,
except as provided for in Section 17.3.
The
parties agree this Agreement (together
with any stock option agreements entered into between Myriad and
Director
and any
other documents or agreements specifically referred to herein) constitutes
the sole
and exclusive
basis for establishing Director's compensation for all Services
provided
by
him hereunder.
|
| 19. |
Amendment;
Waiver : This
Agreement contains the entire agreement of the parties
with respect to Director’s
service as Chairman and supersedes all prior
agreements or understandings among the parties related to said
service.
No
amendment or modification of this Agreement shall be valid unless
evidenced by a
written instrument executed by the parties hereto. No waiver by either
party of any
breach by the other party of any provision or condition of this Agreement
shall be
deemed a waiver of any similar or dissimilar provision or condition
at the
same or
any prior or subsequent time.
|
| 20. |
Governing
Law: This
Agreement shall be governed by and construed under and
in accordance with the laws of the State of Delaware without regard
to
principles
of
conflicts of laws; and the laws of that state shall govern all of
the
rights remedies, liabilities,
powers and duties of the parties under this Agreement and of any
arbitrator
or arbitrators to whom any matter hereunder may be submitted for
resolution
by the parties hereto, as contemplated by and pursuant to Title 6,
Section
2708
of the Delaware Code. Any
legal action or proceeding with respect to this Agreement
shall be brought exclusively in the federal or state courts of the
State
of Delaware,
and by execution and delivery of this Agreement, Director and
Myriad
irrevocably consent to the jurisdiction of those courts. Director
and
Myriad
irrevocably waive any objection, including any objection to the
venue
or based on the
grounds of forum non conveniens, which either may now or hereafter
have
to
the bringing of any action or proceeding in such jurisdiction in
respect
of this
Agreement or any transaction related hereto. Director and Myriad
acknowledge and
agree that any service of legal process by mail in the manner provided
for
notices
under this Agreement constitutes proper legal service of process
under
applicable
law in any action or proceeding under or in respect of this Agreement.
|
| 21. |
Notices: All
notices and
other communications hereunder shall be in writing
and shall be deemed to have been given if delivered personally, by
registered or
certified mail (return receipt requested), postage prepaid, by overnight
courier or by
telecopy (immediately followed by telephone confirmation of delivery
of
such
telecopy with the intended recipient of such notice and by notice
in
writing sent
promptly by overnight courier or by registered or certified mail
as
provided above)
to
the parties to this Agreement at the following addresses or at such
other
address
for a party as shall be specified by like notice:
|
If
to
Director:
Xxxx
Xxxxxxx
00X
Xxxx
Xxxx
Xxxxxxx,
Xxxxxxxxxxxxx 00000
If
to
Myriad:
Myriad
Entertainment and Resorts, Inc.
#1000,
00000 000 Xxxxxx
Xxxxxxxx,
Xxxxxxx, Xxxxxx X0X 0X0
Attn:
Senior Director Vice President and Chief of Operations
All
such
notices and communication shall be deemed to been received on the date of
personal delivery or delivery by overnight courier, on the date that the
telecopy is confirmed as having been received or on the third business day
after
the mailing is sent by registered or certified mail (return receipt requested),
postage prepaid, as the case may be.
| 22. |
Director
Acknowledgment: Director
acknowledges Director has had the opportunity
to
consult legal counsel concerning this Agreement, that Director has
read
and understands the Agreement, that Director is fully aware of its
legal
effect, and that Director
has entered into it freely based on his own judgment and not on any
representations or promises other than those contained in this
Agreement.
|
| 23. |
Board
Approval:
Xxxxx Hawrelechko, in his capacity as President and as the current
Chairman of the Board of Directors of Myriad, hereby represents that
they
have approved this Agreement and will forward to the Director a certified
copy of the formal resolution of the Board of Directors of the Myriad
approving this Agreement.
|
IN
WITNESS WHEREOF,
the
parties have executed this Agreement this _______________ day of ______________,
2006.
Director: Myriad
Entertainment
and Resorts, Inc..
/s/Xxxx
Xxxxxxx
By: /s/Xxxxx Hawrelechko
Xxxx
Xxxxxxx Name:
Xxxxx
Hawrelechko, President
