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EXHIBIT 10.19
December 22, 1998
As of November 22, 1998
Xx. Xxxxxxxx X. Xxxxxxx
00000 Xxxxxxxx Xxx
Xxxxxxxxx XX 00000
Dear Xx. Xxxxxxx:
The following is to confirm the terms of your employment agreement with TEAM
Communications Group, Inc. ("TEAM"). This agreement is intended to replace in
its entirety any and all preexisting such agreements, oral or otherwise. The
terms are as follows:
1. Your title will be President & Chief Operating Officer. You will be
reporting to Xxxx X. Xxxxx, Chairman and CEO. Management agrees to use
its best efforts and to vote its stock to secure an "inside"seat as
member of the board of directors of TEAM.
2. Your services will be exclusive to TEAM during the term of this
agreement.
3. Term: Start date to be concurrent with the closing of TEAM's next
financing in excess of $1,000,000 in the aggregate. The initial term,
once commenced, shall end December 31, 1999. Subject to your raising an
additional minimum of $3,000,000 in either debt or equity capital for
the company during the initial term, TEAM shall thereafter renew this
agreement for two (2) additional years.
4. Compensation: Base Salary to be at the rate of $220,000 per year,
payable in equal installments on the company's regularly scheduled
salary cycle. Plus, as a bonus, you shall receive an additional sum as
determined by the compensation committee of the board of directors, and
based on your performance. In any event, applied against this bonus will
be two per cent (2%) of the gross dollars raised through your efforts in
either debt or equity capital, and one per cent (1%) of the company's
post tax profits. Such bonus will have a floor of $25,000 upon the
successful completion of your initial term of employment, December 31,
1999. This floor will be increased to $30,000 upon the successful
completion of the first year of the option term and to $40,000 upon the
successful completion of the second year of the option term. This
minimum bonus compensation will be payable in quarterly installments,
within sixty (60) days of the end
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Xx. Xxxxxxxx X. Xxxxxxx
December 22, 1998
As of November , 1998
Page 2
of each quarter.
5. You will be granted 90,000 stock options at $1.65 each, from the
employee stock option plan. These options will vest ratably over the
first two years of your employment.
6. You will receive office space, a parking space, reimbursement of all
reasonable pre-approved business expenses, three (3) weeks vacation per
year for the first year of this agreement, and four (4) weeks vacation
per year thereafter, and health insurance as it is provided to other
comparable executives. You will further receive an automobile allowance
of $600.00 per month, to commence with the start date of the initial
term. Upon successful completion of the first term, during your second
year of employment, this automobile allowance will be increased to
$800.00 per month.
7. In the event that you develop any programming which the company
produces, you will be eligible to receive on screen credit and
production fees, at terms no less favorable than any comparable
executive at TEAM. Any on screen credit will be subject to third party
buyer approval and any foreign subsidy or tax credit/shelter
requirements.
8. Results and Proceeds: All results and proceeds of your services to TEAM
shall be deemed a "work made for hire" and the sole, exclusive and
absolute property of TEAM for any and all purposes whatsoever in
perpetuity.
9. Confidentiality: You agrees that all proprietary information, trade
secrets and internal operations of TEAM, including but not limited to
the terms and conditions of this offer, shall remain confidential,
except as necessity arises to have this agreement reviewed by attorneys,
accountants or other professionals in the ordinary and usual course of
business. You also expressly agree that this confidentiality provision
will survive your employment, and continue to be binding upon you after
your employment with TEAM.
10. Termination for Cause: TEAM expressly reserves the right to terminate
your employment for dishonesty, incompetence, intoxication, drug
addiction, insubordination, and any violation of any rule or regulation
that may be established from time to time for the conduct of TEAM's
employees, for any failure of yours to perform any agreement, duty or
obligation of your employment under this Agreement. If TEAM discharges
you pursuant to the provisions of this section or for any reason
referred to, TEAM shall have the right in its sole discretion to give
you two (2) weeks notice, or two (2) weeks severance pay. There will not
be any additional notice requirement or severance pay necessary if your
employment is terminated as a result of the expiration of the term of
your contract.
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December 22, 1998
As of November , 1998
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11. All other points not discussed shall be negotiated in good faith at the
appropriate time.
Please indicate your acceptance of, and agreement with, all of the above terms
and conditions by signing the attached copy of this letter and returning it to
me. We will thereafter prepare a more formal agreement incorporating the above
and other usual and customary terms and conditions.
Thank you.
Best Regards,
/s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
DSL/
Agreed to and accepted:
Dated: December 11, 1998. /s/ XXXXXXXX X. XXXXXXX
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Xxxxxxxx X. Xxxxxxx
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Social Security Number
