EXHIBIT 99.8
▇▇▇▇▇▇ EMPLOYMENT AGREEMENT
Raven Moon International, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Dated: December 22, 2000
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Mr. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Employment Agreement
Dear ▇▇. ▇▇▇▇▇▇:
This agreement, when countersigned by you below, shall confirm the
understanding between Raven Moon International, Inc., a Florida Corporation
(hereinafter "Raven Moon") and ▇▇▇▇ ▇▇▇▇▇▇ (hereinafter "▇▇▇▇▇▇") concerning
services provided by ▇▇▇▇▇▇ for ▇▇▇▇▇ ▇▇▇▇ as its Executive Vice President.
1. Nature of Services: The specific nature of services to be performed by
▇▇▇▇▇▇ shall be the usual and customary services normally provided by Executive
Vice Presidents of companies involved in the development, production, and
distribution of entertainment projects, and such other services as may be
reasonably requested by Raven Moon's Chairman and Chief Executive Officer.
▇▇▇▇▇▇ shall perform his services under the direction of Raven Moon, and shall
be available and accessible to Raven Moon at all reasonable times and places for
consultation and assistance on Raven Moon's business activities.
2. Effective Date/Term of Services: The effective date of this agreement
shall be the day after Marin's services and legal obligations to Victory
Entertainment, Inc. are completed and released, or March 1, 2001, whichever is
sooner. The term of this agreement shall be for a guaranteed initial period of
two (2) years (the "initial period"), commencing on the effective date.
Thereafter, Raven Moon shall have the option to engage ▇▇▇▇▇▇'▇ services as its
Executive Vice President for an additional period of two (2) years, for so long
as Raven Moon exercises its option in writing to ▇▇▇▇▇▇ no later than sixty (60)
days prior to the end of the initial period.
3. Compensation for Services: Providing Raven Moon receives adequate
funding for its operating expenses by March 1, 2001, the following compensation
shall be paid to ▇▇. ▇▇▇▇▇▇:
(a) Base Compensation:
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Year 1: $ 75,000.00/year
Year 2: $100,000.00/year
Year 3: $125,000.00/year
Year 4: $150,000.00/year
▇▇▇▇▇▇'▇ base compensation shall be paid in twenty-four (24) equal
installments per year, payable on the 1st and 15th day of each Month. The base
compensation shall be subject to customary deductions for withholding taxes and
social security contributions as required by law with respect to Raven Moon's
employees.
(b) Bonus Compensation: An amount equal to one percent (1%) of the gross
domestic sales earned and received by Raven Moon for all entertainment
properties created, conceived, produced, or distributed during the term of this
agreement, and any extentions thereto (it being specifically agreed and
understood that ▇▇▇▇▇▇'▇ entitlement to such percentage of gross domestic sales
shall survive the termination of this agreement, for any reason, and shall be
paid to ▇▇▇▇▇▇ on a bi-annual basis for so long as Raven Moon receives earnings
from the gross domestic sales of such properties).
(c) Raven Moon Stock: The irrevocable grant of Five Hundred Thousand
(500,000) shares of stock in Raven Moon valued at One Dollar ($1.00) per share
[it being understood that: (i) stock certificates evidencing this grant of stock
shall be effective and delivered to ▇▇▇▇▇▇ no later than January 5, 2001; (ii)
the grant of stock is not cancelable or revocable by Raven Moon at any time for
any reason; and (iii) one-half (1/2) of the stock shall be "restricted" for a
period of twelve (12) months, with the other half being restricted for a period
of twenty-four (24) months].
(d) Stock Options: The irrevocable grant of stock options in Raven Moon on
terms no less favorable than those favorable than those granted to other key
executives, vice presents, and upper-tier employees of Raven Moon.
4. Employee Perquisites: During the term of his employment, ▇▇▇▇▇▇ shall be
entitled to all benefits and perquisites customarily provided by Raven Moon to
its full time employees. Without limiting the generality of the foregoing, it is
specifically agreed and understood that: (a) until such time that Raven Moon
obtains a medical and dental plan, ▇▇▇▇▇▇ shall be reimbursed for such expenses
up to Five Hundred Dollars ($500.00) per month; (b) ▇▇▇▇▇▇ shall be provided an
automobile leased through the Ford Showcase Program at the rate of $635.00 per
month; and (c) ▇▇▇▇▇▇ shall be provided with a cellular telephone account.
5. Maintenance of Books and Records/ ▇▇▇▇▇▇'▇ Entitltement to Accounting
Relating to his "Bonus Compensation": To enable ▇▇▇▇▇▇ to remain apprised of the
percentage of Raven Moon's gross domestic sales earnings payable to ▇▇▇▇▇▇ as
"Bonus Compensation" (pursuant to the terms of Section 3(b), above), Raven Moon
shall keep accurate books and records at its principal place of business
concerning the gross domestic sales of all entertainment properties created,
conceived, produced, or distributed by Raven Moon during the term of this
agreement (and any extensions thereto). ▇▇▇▇▇▇ shall be entitled to inspect such
records during regular business hours (and to receive copies of such records by
facsimile, U.S. mail or courier service) upon providing reasonable notice to
Raven Moon. Additionally, ▇▇▇▇▇▇ shall be entitled to accountings from Raven
Moon regarding its gross domestic sales earnings on the same basis that Raven
Moon receives such accountings from the distributors of its entertainment
properties, but in no event shall such accountings be delivered later than
ninety (90) days following the six (6) month periods concluding June 30 and
December 31 of each year, together with any sums due ▇▇▇▇▇▇, if any.
6. Reimbursement for Expenses: Raven Moon shall either arrange for, or
reimburse ▇▇▇▇▇▇ for all pre-approved, necessary, reasonable, usual and
customary expenses incurred by ▇▇▇▇▇▇ in connection with ▇▇▇▇▇▇'▇ services
hereunder (including but not limited to company related travel expenses).
7. Results and Proceeds of ▇▇▇▇▇▇'▇ Services:
(a) Ownership of ▇▇▇▇▇▇'▇ Services. Except as otherwise agreed herein, it
is expressly agreed and understood that Raven Moon and its assigns shall solely
and exclusively own, in addition to ▇▇▇▇▇▇'▇ services hereunder, all the rights
and proceeds thereof. During the term of ▇▇▇▇▇▇'▇ employment with Raven Moon,
all of ▇▇▇▇▇▇'▇ creative contributions to Raven Moon's entertainment properties,
(including, but not limited to screenplays, treatments, story boards, or other
elements of Raven Moon's properties), whether written or unwritten, shall
automatically become Raven Moon's property, and Raven Moon, for this purpose,
shall be deemed the creator thereof as if ▇▇▇▇▇▇ had rendered services entirely
as Raven Moon's "employee for hire", as such term is defined under U.S.
Copyright law.
(b) ▇▇▇▇▇▇'▇ Entitlement to Writer's Royalties: Notwithstanding the
provisions of the foregoing paragraph 7(a), in the event ▇▇▇▇▇▇ is a writer or
co-writer of any entertainment property created, produced, or distributed by
Raven ▇▇▇▇, ▇▇▇▇▇▇ shall be entitled to writer's royalties [in addition to the
compensation described in Sections 3(a)-(d), above] as determined by the
Writer's Guild of America (WGA) basic agreement.
(c) Raven Moon's Right to Use ▇▇▇▇▇▇'▇ Name, Portrait, and Biographical
Material: ▇▇▇▇▇▇ acknowledges that Raven Moon shall have the right to use
▇▇▇▇▇▇'▇ name, and pre-approved portrait, picture, voice and biographical
information to promote or publicize Raven Moon's entertainment properties, and
to authorize others to do the same.
8. Warranties and Indemnification:
(a) Warranties: The parties mutually warrant that, except as otherwise
acknowledge herein (i.e. ▇▇▇▇▇▇'▇ current employment with Victory Television,
Inc.), neither party is under any obligation or disability, created by law or
otherwise, which would in any manner or to any extent prevent or restrict them
from entering into and freely performing this Agreement, and the parties hereby
accept the obligations hereunder.
(c) Inemnification. The parties shall indemnify each other and the other
party's successors, assigns, licensees, officer, directors and employees, and
hold them harmless from and against any and all claims, losses, damages, costs,
expenses (including but not limited to attorneys' fees), judgments and penalties
arising out of, resulting from, based upon or incurred because of the breach of
any warranty made under this Agreement.
8. Assignment. Because the services provided by ▇▇▇▇▇▇ under this agreement
are personal services, this agreement is non-assignable by ▇▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇
may not assign its obligations under the agreement without the written consent
of ▇▇▇▇▇▇.
9. Interpretation and Enforcement of Agreement. This agreement shall be
interpreted and enforced in accordance with the laws of the State of Florida.
Venue for any dispute in connection with this agreement shall be the State or
Federal Courts in the State of Florida, County of Orange. In the event
litigation is necessary to enforce any provisions of this agreement, the
prevailing party shall be entitled to recovery of reasonable attorneys fees and
costs. This agreement is the entire agreement between the parties with respect
to the subject matter hereto, and replaces and supersedes all prior agreements
or understandings with respect to such subject matter. Paragraph headings are
for convenience only and shall not be used in the interpretation of this
agreement.
10. Confidentiality. The parties agree that they will keep secret and
confidential all matters, materials, concepts, ideas, inventions, processes, and
other confidential, non-public information which they (and their employees,
agents and representatives) may observe with respect to the other party, or to
which the parties (and its employees, agents and representatives) may be exposed
during the term of ▇▇▇▇▇▇'▇ employment. The parties recognize that a breach of
this understanding may cause the non-breaching party irreparable harm and
therefore agree that a non-breaching party will be entitled to pursue damages
and legal remedies to the fullest extent under the law.
11. Credit. The parties agree to negotiate in good faith (and to defer to
WGA credit determination and/or arbitration) with regard to ▇▇▇▇▇▇ receiving
appropriate credit and billing with respect to his contributions to any
entertainment properties created, produced, or distributed by Raven Moon during
the term of this agreement.
12. Illegality. Nothing contained herein shall require the commission of
any act or the payment of any compensation which is contrary to law, and if
there shall exist any conflict between any provisions contained herein and any
such law, the latter shall prevail, and the provision or provisions herein
affected shall be curtailed, limited or eliminated to the extent (but only to
the extent) necessary to remove such conflict, and as so modified, this
Agreement shall continue in full force and effect. Furthermore, the invalidity
or unenforceability of any clause or clauses to this agreement shall not affect
the validity or enforceability of the remainder of this agreement.
If the foregoing meets with your understanding, please so indicate by your
signature below:
Very Truly Yours,
RAVEN MOON INTERNATIONAL, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
As Its: CEO
ACCEPTED AND AGREED TO BY:
▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
