EMPLOYMENT AGREEMENT
Exhibit 10.3
This
EMPLOYMENT AGREEMENT, entered into as of this 15th day of March, 2019,
by and between LIBERATED SYNDICATION INC, a Nevada corporation with
an office at 0000 Xxxx Xxxx. Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxxxx
00000 (hereinafter called the “Company”) and
XXXXXXXXXXX XXXXXXX (hereinafter called the
“Executive”) residing at 00 Xxxxxxx Xxxxx Xx., Xxxxx
Xxxxx, XX 00000.
WHEREAS, the
Company desires to extend the Employment agreement, dated March 1,
2017 (the “Original Agreement”) of the Executive, and
Executive is desirous of committing himself to continued service to
the Company on the terms herein provided. The terms herein
supersede and replace the terms of the Original
Agreement.
4. Salary.
The Company agrees to pay and the Executive agrees to accept, in
accordance with the provisions contained herein, as compensation
for performance of his duties and obligations to the Company
hereunder, a salary at an annual rate set by the Board of Directors
of the Company (the “Board”), but shall in no event be
less than Four-Hundred Thousand Dollars ($400,000) per year,
exclusive of the benefits described in Section 5, 6 and 7
hereof. Such salary shall be payable in equal semi-monthly
installments, less usual, customary and the applicable government
mandated payroll deductions. The Executive’s salary
shall be reviewed annually by the Board for possible
increases. In addition, the Company agrees to pay and the
Executive agrees to accept, in accordance with the provisions
contained herein, as compensation for performance of his duties and
obligations to the Company hereunder, any fees or payments
authorized by the Board to be paid to the Executive for membership
on the Board or any committee thereof. All amounts described
in this Section shall be referred to in this Agreement collectively
as the Executive’s “Salary”. The Executive shall
be entitled to participate in such bonus programs as the Board of
Directors or the compensation committee may establish in the sole
discretion of the Board. The Executive, with Board approval, shall
be eligible to receive shares of Common Stock or Options to
purchase shares of Common Stock. At March 1, 2020, the Executive
shall receive a bonus equal to two times the Executive’s
highest annual salary. This initial bonus is earned as of March 1,
2020. At the end of the term of this employment agreement
(February 28, 2023),
the Executive shall receive a bonus equal to two times the
Executive’s highest annual salary. If the Executive leaves by
his own accord and not a “Resignation for Good Reason”
as defined below, after February 28, 2020, the Executive shall
receive the initial bonus. If the Executive leaves by his own
accord and not a “Resignation for Good Reason” as
defined below, at the end of this Employment Agreement
(February 28, 2023), the Executive
shall receive a bonus equal to or greater than two times the
Executive's highest annual salary.
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(a)
Unless the Executive unilaterally terminates his own contract, or
for other reasons, fails to complete the remainder of this
Employment Agreement, the Executive will receive the same salary
and benefits, including the bonuses, as were the stipulated
remunerations for performing his duties as CEO. Such remunerations
will continue to be paid for consulting and advisory services or a
re-designation to another role in the Company as agreed to by the
executive on a monthly basis for contract duration.
(b)
Should the Executive lose his employment for reasons that are
unable to be controlled by the Board of Directors, or for other
reasons, fails to complete the remainder of the contract, the
Executive will receive the same salary and benefits, including the
bonuses, as were the stipulated remunerations for performing his
duties as CEO. Such remunerations will continue to be paid for
consulting and advisory services or a re-designation to another
role in the Company as agreed to by the executive on a monthly
basis for contract duration.
The
Company further agrees that in the event that the level of health
care benefits provided by the Company to its Executives is expanded
at any time prior to the occurrence of the triggering event
described in either Section 7(c)(i) or Section 7(c)(ii) hereof, the
health care benefit that is required to be provided by Section
7(c)(i) or Section 7(c)(ii) shall be at such expanded
level.
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(1)
a material breach by the Company, by act or omission, of this
Agreement, which the Company fails to cure within thirty (30) days
after receipt of written notice from the Executive of such material
breach (or, in the case of a material breach which the Company
cannot reasonably cure within said thirty (30) day period which the
Company fails to commence within said thirty (30) day period to
diligently cure);
(2)
material change by the Company of the Executive’s functions,
duties or responsibilities which change would cause the
Executive’s position with the Company to become of less
dignity, responsibility, importance, prestige or scope, including,
without limitation, a change from being senior officer of a
publicly held company; except as consultant to the Chief
Executive Officer (CEO) and or Board of Directors (BOD) in an
advisory capacity as defined in Section 5.
(3) permanent
assignment or reassignment by the Company of the Executive without
the Executive's consent to another place of employment more than 50
miles from the Executive's current place of employment;
or
(4)
a reduction in the Executive’s base pay or bonus opportunity
from the previous year.
(5)
ruling by any
organization that would cause the Company to terminate the position
of the Executive or result in a material change of the Executives
function as defined in section 8.(c)(2).
No such
event described above shall constitute Good Reason unless the
Executive gives timely written notice to the Company, specifying
the event relied upon for such termination of such event and the Company has not
remedied such within 30 days of the notice. The Company and
Executive, upon mutual written agreement may waive any of the
foregoing provisions which would otherwise constitute a Good
Reason.
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(a) The
Executive hereby covenants and agrees that, provided the Company
makes any payments and provides any benefits which may be required
under Section 9 and 10 hereof, at no time during the
Executive’s employment by the Company, nor for a period of
six (6) months immediately following the termination thereof, will
the Executive for himself or on behalf of any other person,
partnership, company or corporation, directly or indirectly,
acquire any financial or beneficial interest in, provide consulting
services to, be employed by, contract with, or own, manage, operate
or control any business producing, manufacturing, selling,
distributing, promoting or dealing in products or services
identical or similar to the products or services of the Company or
Subsidiaries, which is defined as providing “podcast hosting
services,” or otherwise compete with the Company or
Subsidiaries in the Company’s Service Area, specifically the
northeastern Region of the United States. Nothing in this
Agreement shall prevent the Executive from holding or investing in
securities listed on a national securities exchange or sold in the
over-the-counter market.
(b) The
Executive hereby covenants and agrees that, provided the Company
makes any payments which may be required under Section 9 and 10
hereof, at all times during his employment by the Company, and for
six (6) months after termination of such employment, the Executive
shall not directly or indirectly contact or solicit any clients of
the Company or employ or seek to employ any person or entity
employed at that time by the Company, Subsidiary, affiliates or
licensees or otherwise encourage or entice such person or entity to
leave employment or terminate such employment.
(c) In
the event that this Section 12 shall be determined by arbitrators
or by any court of competent jurisdiction to be unenforceable by
reason of its extending for too great a period of time or over too
large a geographic area or over too great a range of activities, it
shall be interpreted to extend only over the maximum period of
time, geographic area or range of activities as to which it may be
enforceable.
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15.
Arbitration.
To the extent permitted by applicable law, any controversy or
dispute arising out of, or relating to, this Agreement, or any
alleged breach hereof, the parties voluntarily agree that said
disputes shall be settled exclusively by arbitration in Pittsburgh,
Pennsylvania, in accordance with Pennsylvania law, and shall be
conducted in accordance with the Rules of the American Arbitration
Association then in effect. The parties hereby consent to the
jurisdiction of the courts of the Commonwealth of Pennsylvania and
of the United States District Court for the Western District of
Pennsylvania for all purposes in connection with the arbitration.
The arbitrator shall be selected by the Executive and Company, the
parties. In the event that the parties cannot agree on the
arbitrator within thirty (30) days following receipt by one party
of a demand for arbitration from another party, then the Arbitrator
shall be selected by the American Arbitration Association. The
Arbitrator shall convene a hearing no later than thirty (30) days
following the selection. The arbitration award shall be final and
binding upon both parties without any right of appeal by either of
the parties. Judgment may be entered and execution issued in any
court of competent jurisdiction. The Company shall pay the total
cost of the Arbitrator’s professional fees and related
expenses. The parties further agree that arbitration
proceedings must be instituted within one year after the claimed
breach occurred, and that failure to institute arbitration
proceedings within such period shall constitute an absolute bar to
the institution of any proceedings and the waiver of all
claims.
16.
Governing
Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the Commonwealth of
Pennsylvania.
If to
the Executive:
Xxxxxxxxxxx
Xxxxxxx
00
Xxxxxxx Xxxxx Xx.
Xxxxx
Xxxxx, XX 00000
or to
such other address as the Executive may have furnished to the
Company in writing:
If to
the Company:
Chief
Financial Officer
0000
Xxxx Xxxx
Xxxxx
000
Xxxxxxxxxx, XX
00000
or to
such other address as the Company may have furnished to the
Executive in writing.
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EXECUTIVE
Date:
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___3/15/2019______
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/s/ Xxxxxxxxxxx Xxxxxxx
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Xxxxxxxxxxx Xxxxxxx
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Chief Executive Officer
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Date:
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___3/15/2019______
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/s/ J. Xxxxxxx Xxxxx
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J. Xxxxxxx Xxxxx
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Compensation Committee Member
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Director
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Date:
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__3/15/2019_______
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/s/ Denis Yevstifeyev
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Denis Yevstifeyev
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Compensation Committee Member
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Director
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Date:
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___3/15/2019______
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/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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Compensation Committee Member
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Director
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