EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is made and effective this
December 1st 1999, by and between Bodyguard Xxxxxxx.xxx, Inc. ("Company") and
Xxxxxx Xxxxx ("Executive").
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment.
Company hereby agrees to initially employ Executive as its Chief Executive
Officer and Executive hereby accepts such employment in accordance with the
terms of this Agreement and the terms of employment applicable to regular
employees of Company. In the event of any conflict or ambiguity between the
terms of this Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control.
2. Duties of Executive.
The duties of Executive shall include the performance of all of the duties
typical of the office held by Executive as described in the bylaws of the
Company. Executive shall perform all duties in a professional, ethical and
businesslike manner.
3. Compensation.
Executive will be paid compensation during this Agreement as follows:
A. A base salary of One Hundred & Fifty Thousand Dollars ($150,000) per year
with ten percent (10%) cost of living increases each year according to the
following schedule:
December 1999 through December 2000 $150,000
December 2000 through December 2001 $165,000
December 2001 through December 2002 $181,000
December 2002 through December 2003 $199,000
December 2003 through December 2004 $218,000
4. Benefits.
A. Holidays. Executive will be entitled to be off on all Federal Holidays and
five (5) personal days. Personal days, if any, will be scheduled in advance
subject to requirements of Company. If said personal days are not taken during
the calendar year, they can be carried forward into the next year.
B. Vacation. Executive shall be entitled to Twenty (20) paid vacation days each
year.
C. Sick Leave. Executive shall be entitled to sick leave and emergency leave
according to the regular policies and procedures of Company. Additional sick
leave or emergency leave over and above paid leave provided by the Company, if
any, shall be unpaid.
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D. Medical, Health & Dental Insurance. Company agrees to include Executive and
his immediate family (ie: spouse & children) in the group medical, dental and
hospital plan of Company, and provide group life insurance for Executive at no
charge to Executive.
E. Expense Reimbursement. Executive shall be entitled to reimbursement for all
reasonable expenses, including travel and entertainment, incurred by Executive
in the performance of Executive's duties. Executive will maintain records and
written receipts as required by the Company policy and reasonably requested by
the board of directors to substantiate such expenses.
5. Performance Bonus.
Executive shall be entitled to a Bonus payment check in US Dollars within thirty
(30) days from the date any of the recording artists reach certain compact disc
sales levels according to the following schedule:
100,000 compact discs sold Executive receives a $10,000 Bonus
250,000 compact discs sold Executive receives a $25,000 Bonus
500,000 compact discs sold Executive receives a $50,000 Bonus
1,000,000 compact discs sold Executive receives a $100,000 Bonus
(For example, if one of the recording artists sells 3,000, 000 compact discs,
Executive will receive a $300,000 bonus.)
6. Stock Options.
Executive has the option to purchase up to100,000 shares of Common Stock at a
price which is to be determined by the Board of Directors at a later date.
7. Non-Compete and Non-Disclosure Provision.
For a period of three (3) years after Executive ceases to be employed by
Company, Executive grants Company a covenant not to engage, either directly or
indirectly, in competition with, or to solicit any customer, client, or account
of Company.
Executive shall not disclose to anyone Confidential Information regarding the
Company. Confidential Information shall include any of Company's confidential,
proprietary or trade secret information that is disclosed to Executive including
business plans, customer lists, financial statements and product information.
Confidential Information shall not include any information which; (i) is or
becomes publicly available through no act of the Executive; (ii) is rightfully
received by Executive from a third party without restrictions; or (iii) is
independently developed or brought to the Company by Executive.
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8. Term and Termination.
A. The Initial Term of this Agreement shall commence on December 1, 1999 and it
shall continue in effect for a period of three (3) years. Thereafter, the
Agreement shall be renewed upon the mutual agreement of Executive and Company.
B. This Agreement may be terminated by Executive at Executive's discretion by
providing at least thirty (30) days prior written notice to Company. In the
event of termination by Executive pursuant to this subsection, Company may
immediately relieve Executive of all duties and immediately terminate this
Agreement, provided that Company shall pay Executive at the then applicable base
salary rate to the termination date included in Executive's original termination
notice.
C. In the event Company is acquired, or is the non-surviving party in a merger,
or sells all or substantially all of its assets, this Agreement shall not be
terminated and Company agrees to use its best efforts to ensure that the
transferee or surviving company is bound by the provisions of this Agreement.
9. Notices.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to Company:
Bodyguard Xxxxxxx.xxx
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
If to Executive:
Xxxxxx Xxxxx
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
10. Prior Business Activities.
Executive is, or may become, in his individual capacity, an officer, director,
controlling shareholder or partner in other entities engaged in a variety of
businesses. The Executive may continue any business activity in which Executive
was engaged prior to joining this Company.
11. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
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12. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of
the state of New Jersey.
13. Headings.
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
14. No Assignment.
Neither this Agreement nor any or interest in this Agreement may be assigned by
Executive without the prior express written approval of Company, which may be
withheld by Company at Company's absolute discretion.
15. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
16. Arbitration.
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. Any such arbitration shall be
conducted in New Jersey, or such other place as may be mutually agreed upon by
the parties. Within fifteen (15) days after the commencement of the arbitration,
each party shall select one person to act as arbitrator, and the two arbitrators
so selected shall select a third arbitrator within ten (10) days of their
appointment. Each party shall bear its own costs and expenses and an equal share
of the arbitrator's expenses and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
/s/ Name /s/ Xxxxxx Xxxxx
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Company Executive
