EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and effective this 8th day of May, 2002, by POP
STARZ INC., a Florida corporation, with its principal place of business at 0000
Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000-X, Xxxx Xxxxx, Xxxxxxx 00000 ("Pop Starz"), and
Xxxxxx Xxxxxxxxxx, whose address is 000 Xxxxx Xxxx Xxxxx, #000, Xxx Xxxxxxxx,
Xxxxxxx ("Employee").
WHEREAS, Pop Starz is in the business of operating children's and young
adults' entertainment talent development programs, including dance, acting,
voice, and exercise (the "Business"); and
WHEREAS, Pop Starz wishes to retain the Employee, and the Employee wishes
to be retained in such capacity and perform certain services for Pop Starz, to
promote the interests of the Business;
NOW THEREFORE, in consideration of the promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged by each party, the parties, intending to be legally bound, hereby
agree as follows:
1. The above recitals are true and correct and incorporated herein by
reference.
2. Pop Starz hereby retains Employee as its Director of Programs, and Employee
hereby accepts such engagement, under the conditions and requirements
specified herein, as an employee of Pop Starz, with such duties and
responsibilities as may reasonably be assigned pursuant to this Agreement.
3. Employee's principal duties shall include but not limited to the following:
choreography, public relations and in charge off all
instructors/choreographers and office staff excluding Xxxxxxx
Xxxx-Xxxxxxxx.
4. Employee shall dedicate at least 20 hours per week on an as-needed basis,
and Employee's compensation shall be as follows: (a) $1.00 per student
taught per week in all programs in South Florida, and (c) beginning with
the 2nd Quarter of 2002, 10% of the net pre-tax profits of Pop Starz during
each Quarter worked, as determined by Pop Starz' quarterly financial
statements, payable within 10 business days after the quarterly financial
statement is finalized by Pop Starz; and (e) after the completion of two
(2) years with Pop Starz (calculated as two years from the date of
Employee's first paycheck from Pop Starz), Employee shall be entitled to
10% of Pop Starz' outstanding shares of common stock as of that date.
5. Employee acknowledges that this employment is "at will" and the parties
agree that this agreement may be terminated by either party upon two (2)
weeks written notice if "without cause" (for any reason whatsoever). Pop
Starz shall also have the right to terminate this agreement for "cause."
For purposes of this agreement, "cause" shall include the inability of the
Employee, through sickness or other incapacity, to perform the duties under
this agreement for a period in excess of two (2) months: the refusal of the
Employee to follow the directions of Pop Starz board of directors or
executive officers; dishonesty; theft; moral turpitude or conviction of a
crime.
Employment Agreement
Page 125
6. Employee acknowledges that she will have access to significant Confidential
and Propriety Information of Pop Starz including client and vendor names,
Pop Starz talent development services and techniques, and any information,
formula, pattern, compilation, program, device, method, technique, or
process that: (a) derives independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its
disclosure or use; and (b) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy. Employee further
acknowledges that all such Confidential and Propriety Information is of
unique and great value to Pop Starz, and is essential to Pop Starz's
preservation of its Business and goodwill. Accordingly, Employee agrees
that all such Confidential and Propriety Information will be acquired under
circumstances giving rise to a duty to maintain its secrecy or limit its
use, and that Employee will not misappropriate, or otherwise disclose
(directly or indirectly) to any third party without the written permission
of Pop Starz, any such Confidential and Propriety Information. In the event
Employee is required to make disclosure pursuant to any state or federal
law or pursuant to proper court or similar governmental order, Employee
shall provide Pop Starz with at least twenty (20) days' prior written
notice of such required disclosure so that Pop Starz may take such actions
as it may deem necessary or appropriate. This provision shall survive
termination of this agreement for a period of one (1) year.
7. Employee further agrees that any and all products, designs, talent
development techniques, art works and work product of any nature whatsoever
developed by Employee or anyone at PopStarz, whether or not during working
hours and which has or may have applicability to any aspect of Pop Starz's
Business, as determined by Pop Starz in its sole discretion (collectively
"Work Product"), shall be the sole and exclusive property of Pop Starz, and
Employee hereby irrevocably conveys to Pop Starz all of Employee's right,
title and interest in and to all Work Product which may be developed during
employment by Pop Starz
8. Employee agrees that while this agreement is in effect and for a period of
one (1) year following termination hereof, Employee will not in any way
compete with the Business of Pop Starz excluding any work done for the
Miami Heat Junior Jam and/or the Miami Heat Dancers within one-hundred
(100) miles of Pop Starz's offices and/or locations, including that
Employee will not solicit any current of former employee of Pop Starz or
any of Pop Starz's actual or prospective clients or vendors.
9. Miscellaneous.
Time is of the essence of this agreement. This agreement is made in the
State of Florida and shall be governed by Florida law. This is the entire
agreement between the parties and may not be modified or amended except by
a written document signed by the party against whom enforcement is sought.
This agreement may be signed in more than one counterpart (including by
facsimile), in which case each counterpart shall constitute an original of
this agreement. Any paragraph headings are for convenience only and are not
Employment Agreement - 2
Page 126
intended to expand or restrict the scope or substance of the provisions of
this agreement. Wherever used herein, the singular shall include the
plural, the plural shall include the singular, and pronouns shall be read
as masculine, feminine or neuter as the context requires. The provisions of
this agreement shall be deemed severable, in whole or in part. Any dispute
arising out of or relating to this agreement will be resolved in the courts
of Palm Beach County, Florida, and the prevailing party shall be entitled
to reasonable costs and attorney's fees. This agreement is a personal
services contract and may not be assigned by Employee without the prior
written consent of Pop Starz.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first written above.
POP STARZ INC.
By /s/ Xxxxxxxx Xxxxxx /s/
Xxxxxxxx Xxxxxx, President
EMPLOYEE
/s/ Xxxxxx Xxxxxxxxxx /s/
Xxxxxx Xxxxxxxxxx
Employment Agreement - 3
Page 127
