EXHIBIT 10.19
EMPLOYMENT AGREEMENT
This contract of Employment is made and entered into by and between Xxxxxx
Xxxxxx, Inc., a Tennessee corporation, hereinafter referred to as "Employer",
and Xxxx Xxxxxx, hereinafter referred to as "Employee".
Employer desires to employ Employee in the capacity of Sr. Vice President and
Publisher of Reference Product, with all principal powers, duties and
responsibilities attendant thereto, and such other duties as shall be
requested of Employee by the Company, and Employee desires to be so employed
by Employer. In consideration therefore, the parties mutually agree as
follows:
A. TERM OF AGREEMENT
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The term of this contract shall be for a period of one (1) year commencing on
June 30, 1998 and thereafter shall automatically renew for additional thirty
(30) day periods unless 1) cancelled upon thirty (30) days written notice by
either party or 2) superseded by a new employment agreement.
B. EMPLOYEE COMPENSATION
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Employee's remuneration shall be as set forth in Schedule A attached to
this Agreement and incorporated herein.
C. EMPLOYEE CONDUCT
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(1) As Sr. Vice President and Publisher of Reference Product, Employee
recognizes and understands his fiduciary relationship with and
responsibilities to Employer. Employee therefore promises to act
always in good faith and in the best interests of Employer in the
discharge of his duties and obligations. Further, Employee agrees
to devote his full working time and efforts to his employment with
Employer. Should Employee during the term of this Agreement fail to
so devote his full working time and efforts to the benefit of Employer
for any reason other than illness or disability, or should he fail in
Employer's resonable estimation to accomplish the business goals and
responsibilities with which he has been charged, providing that
failure is a result of factors within his control, or engage in any
activity or business enterprise competing or conflicting with the
business or activities of Employer, its subsidiaries, partners, or
agents, or should he engage in any illegal or criminal conduct or
acts of insubordination or moral turpitude (such as fornication,
adultery, theft, embezzlement and/or fraud), or should he violate
any of the terms and provisions of Subparagraph D(1) hereunder, then
Employer, at its sole discretion, may terminate the employment of
Employee immediately and without payment of the salary continuation
described in C.(2) below. On the last day of employment or promptly
thereafter, Employer shall pay Employee as final compensation all
salary earned and unpaid as of that date, accrued vacation and sick
pay, vested and non-forfeited bonuses and stock grants, if any, and
any other vested funds earned in accordance with the provisions of
Employer's benefit plans.
(2) If Employer terminates the employment of Employee for any reason other
than those listed in C.(1) above, Employer shall continue to pay to
Employee his base salary and provide health insurance coverage for not
more than one (1) year, provided, however, that Employee shall notify
Employer immediately upon accepting an offer of employment of its
commencement date. Employer's obligation to continue to pay
Employee's salary shall cease of said commencement date.
D. CONFIDENTIAL CLAUSES AND NON-COMPETITION AGREEMENT
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Employee further agrees as follows:
(1) During Employment by Employer:
Confidential Information
Employee recognizes and acknowledges that there are certain trade
secrets related to Employer's Bible, reference and electronic, book,
gift, and related businesses including, but not limited to, the names,
royalties, account information and/or business relationships
pertaining to Employer's artists, authors, writers, customers, and
manufacturers, as well as certain information related to manufacturing
schedules and procedures, new products, future plans, marketing
practices, sales volumes of various products, and other items of
Employer's businesses not specifically mentioned herein.
Employee recognizes and understands that he holds a position of
fiduciary privilege, and except as authorized in writing by Employer,
he agrees during the term of this Agreement and the non-compete period
to refrain from disclosing to any person, firm, corporation,
partnership, association or other business entity, or to use for his
own benefit, any trade secrets, unique business information, plans,
products, manufacturing data, customer lists, author or artist lists,
or any other confidential information relating to any and all ongoing
business activities of Employer, or its parent company, or its
subsidiaries the disclosure of which he knows, or in the exercise of
reasonable care should have reason to know, may, can, or will be
damaging or harmful to Employer's business activities or those of
its parent company, affiliates, or subsidiaries, or which disclosure
shall serve to direct or divert corporate opportunities, product
sales, and/or profits away from Employer, its parent company, its
affiliates, its subsidiaries, partners, or agents, to the person,
firm, corporation, partnership, association, or the given entity to
whom or to which such disclosure is made.
(2) Subsequent to Termination of Employment:
Non-Competition
Employee agrees that for a period extending one (1) year from the
date of Employee's termination with Employer for any reason:
(i) He will not negotiate or enter into any contract with any
artist, author, writer, editor, designer, packager or other
person who, at the time of termination, is under contract to
Employer, or its parent, affiliates or subsidiaries, or with
whom Employer or its parent, affiliates or subsidiaries is
negotiating at such time, or with whom Employer its parent,
affiliates or subsidiaries enters into any contract or agreement
during the non-compete period hereunder. Employee further
agrees not to negotiate or enter into contract with any of the
above persons for a period of two (2) years following the
expiration of any such person's contract with Employer or
its parent, affiliates or subsidiaries.
(ii) He will not attempt to procure, nor encourage others to
procure, the employment of any employees of Employer or its
parent, affiliates or subsidiaries who are employed at the time
of execution hereof, or such employees as may become employed
by Employer or any of its subsidiaries during the non-compete
period hereunder.
(iii) He will not engage in publishing, producing or distributing
Bibles, or publishing biblical reference or biblical electronic
products, or religious audio/video product, nor divert to other
companies any artists, authors, writers, editors, designers,
packagers, or any other person under contract with Employer or
its parent, affiliates or subsidiaries or with whom Employer is
negotiating at the time of termination, in any geographical
region in which Employer or its parent, affiliates or
subsidiaries conduct such business or sell such products both
as of the time of execution hereof and throughout the
non-compete period hereunder.
(iv) He agrees never to make, utter, write, nor otherwise publish
derogatory or defamatory statements which can, may, or do cause
harm, whether intended or not, to the relationship between
Employer or its parent, affiliates, or subsidiaries and any of
their customers, personnel, producers, artists, authors, or
writers.
E. REMEDIES
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Employee acknowledges that he will receive privileged information from Employer
during his employment and that he will have substantial access to Employer's
trade secrets, business information and personnel data. In consideration of
his employment and the privilege of access to Employer's trade secrets,
information, business methods and procedures, and personnel data, Employee
acknowledges that the restrictions contained within paragraph D are reasonable
and necessary in order to preserve Employer's legitimate interests and that
any violation thereof would result in irreparable injury to Employer for which
monetary damages would be an inadequate remedy. Therefore, Employee
acknowledges and agrees that in the event of any violations thereof, Employer
may seek from any court of competent jurisdiction preliminary and permanent
injunctive relief as well as an equitable accounting of all Employee's profits
or benefits arising out of such violation, which rights shall be cumulative
and in addition to any other action or remedies to which Employer may be
entitled.
In the event that any Non-Competition provision of this Agreement shall be held
by a court of competent jurisdiction to be, in any respect, an unreasonable
restriction of Employee, then the court so holding may reduce the territory to
which it pertains and/or the period of time to which it operates or effect any
other change to the extent necessary to render the Non-Competition provisions
and the Non-Disclosure of Information provisions of this Contract enforceable
by the said court.
F. WAIVERABILITY OF PROVISIONS
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In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected nor impaired thereby and such
provisions shall be enforced to the fullest extent possible in accordance with
the mutual intent of the parties hereto.
G. NON-WAIVER AGREEMENT
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No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and is signed by
the Employee and an officer of Employer. No waiver by either party hereto of
the other party's compliance with, or breach of, any condition or provision
herein to be performed by said party shall constitute a simultaneous waiver
of any other terms, provisions or conditions herein nor shall such waiver by
either party constitute a continuing waiver of said pertinent term, provision,
or condition subsequent thereto unless such continuation of waiver is agreed
to in writing by the parties pursuant to the terms of this paragraph.
H. WARRANTIES AND REPRESENTATION
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This Agreement, including attachments, contains the entire agreement between
the parties hereto and no agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made
by either party which are not set forth expressly in this Agreement.
I. APPLICABLE LAW
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The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Tennessee. Any dispute regarding
this Agreement and any amendment or addendum hereto shall be resolved through
an arbitration hearing held in accordance with the procedures of the American
Arbitration Association. Such arbitration hearing shall be held in Davidson
County, Tennessee and the arbitrators' decision shall be final, binding and
nonappealable by the parties hereto.
Agreement is made and entered into this 8th day of July, 1998.
ACCEPTED BY XXXXXX XXXXXX, INC.
/s/ Xxxx Xxxxxx By: /s/ Xxx Xxxxx
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Xxxx Xxxxxx Name: Xxx Xxxxx
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Title: CEO
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