EXHIBIT 10.1
EMPLOYMENT AGREEMENT BETWEEN THE REGISTRANT
AND XXXX XXXXXX, DATED NOVEMBER 2, 1999
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT, made and entered into as of the 2nd day of
November 1999, by and between New Millenium Media International, Inc., a
Colorado Corporation (the "Corporation"), and Xx. Xxxx Xxxxxx, an individual
residing in Clearwater, Florida (the"Executive").
WITNESSETH THAT:
WHEREAS, the Corporation desires to employ the Executive in the capacity
hereinafter stated, and the Executive desires to enter into the employ of the
Corporation in such capacity for the period and on the terms and conditions set
forth herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Corporation and the
Executive as follows:
1. EMPLOYMENT PERIOD. The Corporation hereby agrees to employ the
Executive as its President and Chief Executive Officer and the Executive, in
such capacities, agrees to provide services to the Corporation for the period
beginning on the date first above written (the "COMMENCEMENT DATE") and ending
on the third anniversary of the Commencement Date (the "EMPLOYMENT PERIOD").
2. PERFORMANCE OF DUTIES. The Executive agrees that during the Employment
Period, while he is employed by the Corporation, he shall devote his best
efforts, energies and talents to serving in the capacities of President and
Chief Executive Officer of the Corporation in the bet interests of the
Corporation, and to perform the duties assigned to him by the Board of Directors
faithfully, efficiently and in a professional manner; provided that the
Executive shall not, without his consent, be assigned duties that would be
inconsistent with those of the President and Chief Executive Officer of the
Corporation.
3. COMPENSATION. Subject to the terms and conditions of this Agreement,
during the Employment Period, the Executive shall be compensated by the
Corporation for his services as follows:
(a) He shall receive, for each 12-consecutive month period beginning
on the Commencement Date and each anniversary thereof, a rate of salary that is
not less than $120,000 per year, payable in substantially equal monthly or more
frequent installments. The Corporation shall also provide an additional $10,000
yearly for non accountable expenses, payable at least monthly to Executive.
During the Employment Period the Executive's salary rate shall be reviewed by
the Board of Directors on or before each anniversary of the Commencement Date to
determine whether an increase in his rate of compensation is appropriate.
(b) He shall receive, as of the date hereof, ten percent of all
issued and outstanding common stock of the Corporation as of, plus stock options
which shall be determined by the Board of Directors.
(c) He shall be eligible to receive incentive compensation payments
which, in the aggregate, are not less than the highest such payments provided to
any other senior executives of the Corporation. The Corporation intends to
establish an incentive compensation program pursuant to which such incentive
payments shall be paid to the executive and, at the time such program is
established, payments thereunder shall be made to the Executive as is such
program was in effect as of the Commencement Date based on the Executive's
performance or other relevant factors from the Commencement Date.
(d) He shall be a participant in the following executive benefit
plans maintained by the Corporation on substantially the same terms and
conditions as other senior executives of the Corporation: group life insurance,
group medical, long-term disability, thrift, pension, vacation, sick days,
educational assistance, vehicle allowance, attendance awards and annual medical
physical.
(e) He shall be entitled to receive the following perquisites which
shall not be less favorable to the Executive then the perquisites provided by
the Corporation immediately prior to the Employment Period: reimbursement of
family medical insurance of $500.00 per month, reimbursement of vehicle
allowance of $500.00 per month and reimbursement of $250.00 a month for cellular
phone expenses.
(f) He shall be reimbursed by the Company for all reasonable
business, promotional, travel and entertainment expenses incurred or paid by him
during the employment period in the performance of his services under this
Agreement provided that the Executive furnishes to the Company appropriate
documentation in a timely fashion required by the Internal Revenue code in
connection with such expenses and shall furnish such other documentation and
accounting as the Company may from time to time reasonably request.
(e) It is acknowledged that the Corporation intends to utilize a
employee leasing or payroll company. This employment contract shall survive any
and all termination of any employee leasing and/or payroll company that
Corporation engages now or in the future. The Executive shall not give up any
rights or entitlements under any such employee leasing and/or payroll
agreements.
(e) It is acknowledged that the Corporation intends to utilize a
employee leasing or payroll company. This employment contract shall survive any
and all termination of any employee leasing and/or payroll company that
Corporation engages now or in the future. The Executive shall not give up any
rights or entitlements under any such employee leasing and/or payroll
agreements.
4. COMPENSATION DUE UPON TERMINATION. Except as otherwise provided under
the executive benefit plans maintained by the Corporation in which the Executive
participates in accordance with the subparagraph 3(d), the Executive's right to
compensation for periods after the date his employment with the corporation
terminates shall be determined in accordance with the following:
(a) DISCHARGE WITHOUT CAUSE. In the event the Corporation terminates
the Executive's employment under this Agreement without cause, the Executive
shall be entitled to receive:
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(i) all payments of his salary (as of the date of termination)
in accordance with the provisions of subparagraph 3 (a) for the lesser of
(a) tweleve months or (b) the remainder of the Employment Period; and
(ii) payment of any incentive compensation payments that
otherwise would have been payable to the Executive under subparagraph 3
(c) through the date his employment with the Corporation terminates.
(b) VOLUNTARY REGISTRATION. The Corporation shall have no obligation
to make payments to the Executive in accordance with the provisions of paragraph
3 for periods after the date on which the Executive's employment with the
Corporation terminates due to the Executive's voluntary resignation.
(c) DISCHARGE FOR CAUSE. The Corporation shall have no obligation to
make payments to Executive in accordance with he provisions of paragraph 3 for
periods after the Executive's employment with the Corporation is terminated on
account of the Executive's discharge for cause. For purposes of this Section 4,
the Executive shall be considered discharged for "cause" if he is discharged by
the Corporation on account of the occurrence of one or more of the following
events:
(i) the Executive becomes habitually addicted to drugs or
alchahol;
(ii) the Executive discloses confidential information in
violation of paragraph 5;
(iii) the Executive engages in competition in violation of
paragraph 6;
(iv) the Corporation is directed by regulatory or governmental
authorities to terminate the employment of the Executive.
(v) The Executive flagrantly disregards his duties under this
Agreement after (A) notice has been given to the Executive by the Board of
Directors of the Corporation that it vies the Executive by the Board of
Directors of the Corporation that it views the Executive to be flagrantly
disregarding his duties under this Agreement and (B) the Executive has
been given a period of 10 days after such notice to cure such misconduct
(provided that no such notice or cure period shall be required is
Executive's disregard of his duties has materially and adversely affected
the Corporation);
(vi) The Executive commits an act of fraud against the
corporation or violates a duty of loyalty to the Corporation or violates
paragraph 2.
(d) DISABILITY. The Corporation shall have no obligation to make
payments to the Executive in accordance with the provisions of paragraph 3 for
periods after the date the Executive's employment with the Corporation
terminates on account of disability. For purposes of this subparagraph 4 (d),
determination of whether the Executive is disabled shall be
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Determined in accordance with the Corporation's long term disability plan and
applicable law, except payments due and owing as of such date.
5. CONFIDENTIAL INFORMATION. Except as may be required by the lawful order
of a court or agency of competent jurisdiction, the Executive agrees to keep
secret and confidential indefinitely all non-public information concerning the
Corporation and its affiliates that was acquired by or disclosed to the
Executive during the course of his employment by the Corporation or any of its
affiliates, including information relating to customers (including, statements),
costs, and operations, financial data and plans, whether past, current or
planned and not to disclose the same, either directly or indirectly, to any
other person, firm or business entity, or to use it in any way; provided,
however, that the provisions of this paragraph 5 shall not apply to information
that is in the public domain or that was disclosed to the Executive by
independent third parties who were not bound by an obligation of
confidentiality. The Executive further agrees that he shall not make any
statement or disclose that (a) would be prohibited by applicable Federal or
state laws or (b) is intended or reasonably likely to be detrimental to the
Corporation or any of its subsidiaries or affiliates.
6. SUCCESSORS. This Agreement shall be binding on, and inure to the
benefit of, the Corporation and its successors and assigns and any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Corporation's assets and business.
7. NONALIENATION. The interest of the Executive under this Agreement are
not subject to the claims of his creditors, other than the Corporation, and may
not otherwise be voluntarily or involuntarily assigned, alienated or encumbered
except to the Executive's estate upon his death.
8. REMEDIES. The Executive acknowledges that the corporation would be
irrepairibly injured by a violation of paragraph 5, and agrees that the
Corporation shall be entitled to an injunction restraining the Executive from
any actual or threatened breach of paragraph 5, or to any other appropriate
equitable remedy without bond or other security being required.
9. WAIVER OF BREACH. The waiver by either the Corporation or the Executive
of a breach of any provision of this Agreement shall not operate as or be deemed
a waiver of any subsequent breach by either the Corporation or the Executive.
10. NOTICE. Any notice to be given hereunder by a party hereto shall be in
writing and shall be deemed to have been given when received or, when deposited
in the U.S. mail, certified or registered mail, postage prepaid:
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(e) to the Executive addressed as follows:
Xx. Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxx,
Xxxxxxx 00000
(f) to the Corporation addressed as follows:
New Millenium Media International, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx Xxxxxx, Xxxxxxx 00000
Attn:____________________________
11. AMENDMENT. This Agreement may be amended or cancelled by mutual
agreement of the parties in writing without the consent of any other person and
no person, other than the parties thereto (and the Executive's estate upon his
death), shall have any rights under or interest in this Agreement or the subject
matter hereof.
12. APPLICABLE LAW. The provisions of this Agreement shall be construed in
accordance with the internal laws of the State of Florida.
13. TERMINATION. All of the provisions of this Agreement shall terminate
after the expiration of the Employment Period.
14. Non-Competition. The Executive agrees for a period one year commencing
on the expiration of this agreement that the Executive shall not compete with
the Corporation or become a officer, director, employee of a company,
corporation or partnership that directly or indirectly competes with the
business that Corporation is currently engaged with. The executive further
agrees not to solicit for employment any employees or customers of Corporation
or any affiliates there of.
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IN WITNESS WHEREOF, the Executive and the Corporation have executed this
Employment Agreement as of the day and year first above written.
/s/ Xxxx
Xxxxxx
Xxxx Xxxxxx
NEW MILLENIUM MEDIA INTERNATIONAL, INC.
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
By: Xxxxxx X. Xxxxxx
Its: Chairman
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ADDENDUM TO
EMPLOYMENT AGREEMENT
This ADDENDUM TO EMPLOYMENT AGREEMENT, made and entered into as of the 1st
day of June 2000, by and between New Millenium Media International, Inc., a
Colorado corporation (the "Corporation"), and Xx. Xxxx Xxxxxx, an individual
residing in Clearwater, Florida (the "Executive").
WITNESSETH THAT:
WHERAS, the Parties hereto entered into an Employment Agreement dated
November 2, 1999 for a term of three years;
WHEREAS, the Parties desire to change an element of the employee's
compensation as stated in said Employment Agreement.
NOW THEREFOR, in consideration of the mutual covenants and agreements set
forth herein, it is hereby covenanted and agreed by the Corporation and the
Executive as follows:
1. Paragraph 3.(a) of the Employment Agreement between the parties
hereto is deleted in its entirety and substituted in its stead shall
be the paragraph 3.(a) as follows:
"3. (a) He shall receive, for the first 12-consecutive month
period beginning on the beginning January 1, 2000 a rate of
salary that is not less than $140,000 per year, payable in
substantially equal monthly or more frequent installments. For
the balance of the term of this Employment Agreement beginning
on January 1, 2001 and for the balance of the employment term
the EXECUTIVE shall receive a rate of salary that is not less
than $120,000 per year, payable in substantially equally
monthly or more frequent installments. The Corporation shall
also provide an additional $10,000 yearly for non accountable
expenses, payable at least monthly to Executive. During the
Employment Period the Executive's salary rate shall be
reviewed by the Board of Directors on or before each
anniversary of the Commencement Date to determine whether an
increase in his rate of compensation is appropriate."
2. In all other respects the said November 2, 1999 Employment Agreement shall
remain unchanged and is hereby ratified and affirmed as modified herein.
IN WITNESS WHEREOF, the Executive and the Corporation have executed this
Employment Agreement as of the day and year first above written.
/s/ Xxxx
Xxxxxx
Xxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
By: Xxxxxx X. Xxxxxx
Its: Chairman
NEW MILLENIUM MEDIA INTERNATIONAL, INC.
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Extension/Renewal of Employment Agreement
This Extension/Renewal of Employment Agreement is entered into this 18th Day of
November 2002 in Pinellas County, Florida by and between New Millenium Media
International, Inc. (NMMI) and Xxxx "JT" Thatch.
Whereas, NMMI entered into a written executive employment contract with Xxxx
"JT" Thatch dated November 2, 1999 that employed said Xxxx "JT" Thatch as
president and chief executive officer of NMMI for a term of three years from
January 1, 2000.
Whereas, said three year executive employment contract will expire December 31,
2002.
Whereas, after discussion and negotiation it has been determined by both parties
hereto to be in their respective best interests to extend and renew the said
November 2, 1999 executive employment contract of NMMI with Xxxx "JT" Thatch as
president and CEO.
WITNESSETH
FOR AND IN CONSIDERATION of the promises, covenants and conditions contained
herein, ten dollars and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto intending to be
legally bound, agree as follows:
1. The recitations as stated above, unless in direct conflict with the
covenants herafter shall be included as a part of this Agreement. In
the event of any such direct conflict in terms, then the terms
hereafter of this Agreement shall govern.
2. The November 2, 1999 Employment Agreement entered into by and between
NMMI and Xxxx "JT" Thatch is hereby extended/renewed for an additional
three year term effective without interruption from January 1, 2003
through December 31, 2005.
3. In all respects said Employment Agreement is hereby ratified and
affirmed.
IN WITNESS WHEREOF, the undersigned parties hereto have executed this
Extension/Renewal of Employment Agreement this 18th day of November 2002.
Xxxx "JT" Thatch
/s/ Xxxx Xxxxxx
Individually
NEW MILLENIUM MEDIA INTERNATIONAL, INC.
/s/ Xxxx Xxxxxx
By: Xxxx "JT" Thatch CEO/President Director
SECOND ADDENDUM TO
THE
EMPLOYMENT AGREEMENT
This SECOND ADDENDUM TO THE EMPLOYMENT AGREEMENT is made and entered into
as of this 3rd day of February, 2004, by and between New Millenium Media
International, Inc., a Colorado Corporation (the "Corporation") and Xx. Xxxx
Xxxxxx, an individual residing in Clearwater, Florida (the "Executive").
WITNESSETH THAT
WHEREAS, the Corporation and the Executive (collectively, the "Parties")
entered into an Employment Agreement (the "Employment Agreement") on November 2,
1999 for a term of three years (the "Employment Period");
WHEREAS, the Parties entered into an Extension/Renewal of the Employment
Agreement on November 18, 2002 for an additional three year term effective from
January 1, 2003 through December 31, 2005 (the "Renewal Period"); and
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, it is hereby covenanted and agreed by the Corporation and the
Executive as follows:
1. Paragraph 3(b) of the Employment Agreement between the parties hereto
is deleted in its entirety and substituted therefore shall be the following:
"3. COMPENSATION. Subject to the terms and conditions of this Agreement,
during the Employment Period, the Executive shall be compensated by the
Corporation for his services as follows:
(b) He shall receive a total of 3 million (3,000,000) shares
of common stock in the Corporation, which does not include the conversion of any
preferred stock into common stock. He shall also receive one percent (1%) of all
revenue derived from any licensing fees received by the Corporation in
connection with the commercialization of the OnScreen Large Scale Video Display
("OSD").
2. In all other respects the Employment Agreement shall remain unchanged
and is hereby ratified and affirmed as modified herein.
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The effectiveness of this Second Amendment to the Employment Agreement is
conditioned on closing and funding in full the October 16, 2003 offering for
seven million two hundred thousand dollars ($7,200,000) within the terms and
conditions as stated in the Memorandum of Terms, 1,600 Units that designates the
specific terms and conditions for the offering (hereafter referred to as the
"Offering"). Should the Offering fail to close and be fully funded for the said
seven million two hundred thousand dollars ($7,200,000), then this Second
Amendment to the Employment Agreement shall be void and have no effect.
IN WITNESS WHEREOF, the Executive and the Corporation have executed
this Second Addendum to the Employment Agreement as of the date first above
written.
THE EXECUTIVE:
/s/ Xxxx Xxxxxx
-----------------------------------------------
Name: Xxxx Xxxxxx
THE CORPORATION:
/s/ Xxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxxx
Its: Chief Financial Officer
For: New Millenium Media International, Inc.
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