EMPLOYMENT AGREEMENT BETWEEN MYRIAD ENTERTAINMENT AND RESORTS, INC. AND JOHN F. MEESKE
Exhibit 10.9
EMPLOYMENT
AGREEMENT BETWEEN
MYRIAD
ENTERTAINMENT AND RESORTS, INC.
AND
XXXX
X. XXXXXX
Pursuant
to this Employment Agreement (the "Agreement"), dated January 3, 2006, Xxxx
X.
Xxxxxx ("Executive") and Myriad Entertainment and Resorts, Inc., a Delaware
corporation ("Company") of #1000, 00000 000 Xxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0, hereby agree to the following Executive's Employment Agreement with
Company, to read in its entirety as follows:
| 1) |
Term
|
The
term
of this Agreement shall commence on February 1, 2006 and shall terminate
on
February 28, 2009.
This
Agreement may be extended for two three year
terms.
| 2) |
Payment
of Salary subject to financing
|
The
Executive and Company agree that Payment of Executive’s Salary as outlined in
Section 4 of this Agreement is subject to the Company securing (5) Five Million
Dollars in funds.
| 3) |
Duties
|
| 1. |
Executive
shall be employed by Company as its Chief Executive Officer. Executive
shall report directly and solely to the Company's Board of Directors
("Board"). Executive shall devote his best efforts to the Company.
|
| 2. |
Company
agrees to nominate Executive for election to the Board as a member
of the
management slate at each annual meeting of stockholders during his
employment hereunder at which Executive's director class comes up
for
election. Executive agrees to serve on the Board if
elected.
|
| 3. |
Executive
shall perform his duties from Fayetteville, North Carolina or until
such
time as the Company’s headquarters is established by the Board of
Directors.
|
| 4. |
Executive’s
primary focus will be on developing the Company’s business plan and hiring
a management team capable of implementing the Company’s vision of creating
the Worlds Finest “Experience Company” focused on Resorts, Clubs, Casinos,
Attractions and Leisure Real Estate Lifestyle Products.
|
| 5. |
The
Executive’s major goals will be to build the stock value, recruit
managerial talent with deal making ability and create a market
capitalization rate.
|
| 6. |
Executive
will also be granted the distribution rights to 6 million additional
shares to bring in the necessary talent to implement the Company’s
business plan.
|
| 7. |
The
CEO will bring and implement the “ClubLevel Experience & Service
System Protocol. This culture will be the foundation of the Myrid
“People
Strategy” and Cultural basis for every level of the Destination Resort,
Casino, Attraction, Leisure Real Estate and Club Company. Executive
will
bring the team necessary to implement this protocol and lead and
operate
the Company. The hiring strategic plan for retaining the key executives
will partially depend on the acquisition of Resort & Club
Corporations.
|
| 8. |
The
CEO will play a key role in bringing the deal making strategies for
existing destination resorts. He will bring resorts and clubs capable
of
profitably being reengineered using various strategies such as equity
conversion. He will focus on bringing new business opportunities,
icons an
individual’s to the company to enhance Myriad’s Corporate Culture and
build its stock value.
|
| 9. |
Marketing
- Executive will play a key role in the Sales & Marketing aspects of
Myriad including, but, not limited to the implementing the Major
Goal of
creating a protocol where Every Guest wants to Become a Member and
or
Owner due to the ClubLevel Experience & Service
Protocol.
|
| 10. |
Real
Estate - Executive duties will include direct linkage to the Real
Estate
products of the Myriad Company including, condominium sales, Club
Memberships with Guest Room rights and land
sales.
|
| 11. |
Raising
capital for Myraid. Executive in conjunction with the Board and others
will work on the BIG IDEA to raise the necessary capital to move
the
company forward.
|
| 4) |
Salary
|
Executive
shall receive an annual base salary of $ 250,000.00 payable bi-monthly; the
Executive’s salary shall begin accruing at the beginning of this agreement and
shall be paid to the Executive beginning at the time the Company secures
Five
Million Dollars in funding.
The
Board, in its discretion, may increase the base salary based upon relevant
circumstances, including an incentive based upon the increased value of the
stock and / or earnings`.
| 5) |
Bonus
|
| 1. |
Executive
shall receive an annual incentive bonus hereunder subject to and
pursuant
to a Annual Bonus Performance Plan for Executive Officers provided;
such
plan, together with any successor plans of Company is intended to
comply
with Section 162(m) of the Internal Revenue Code of 1986, as amended
(the
"Code"), being hereinafter referred to as the "Annual Bonus Performance
Plan".
|
| 2. |
Each
incentive bonus shall be payable (i) 30 days following the date Company's
audited consolidated statement of income for the applicable fiscal
year
becomes available or (ii) on the January 15 following the end of
that
fiscal year, whichever is later the "Bonus Payment Date".
|
| 3. |
Executive
shall be entitled to receive the bonus provided for in Section 5.1
above
for each fiscal year during which he is employed hereunder.
|
| 4. |
In
the event the Executive is disabled and/or dies, then the Company
agrees
to pay either the Executive and/or his estate the annual incentive
bonus
for the fiscal year earned to the date the Executive was disabled
and/or
died. The Company’s obligation to pay an annual incentive bonus shall
terminate at the end of the fiscal year ending after the Executive
was
disabled and/or died.
|
| 6) |
Stock
Options
|
The
Executive and the Company shall discuss the feasibility of issuing stock
options
to key Executive personnel subject to and pursuant to the provisions of the
Company’s Incentive Stock Option Plan.
| 7) |
Benefits
|
Executive
shall be entitled to receive all benefits generally made available to executives
of Company. In addition, Company shall provide a death benefit to Executive's
estate or other beneficiaries as designated by the Executive, having an face
value of $1,000,000 payable in the event of Executive's death during the
term
hereof.
| 8) |
Reimbursement
for Expenses
|
Executive
shall be expected to incur various business expenses customarily incurred
by
persons holding like positions, including but not limited to traveling,
entertainment and similar expenses incurred for the benefit of Company;
provided, the Company defines in writing what expenses are allowable. Company
shall reimburse Executive for all allowable expenses from time to time, at
Executive's request, and Executive shall account to Company for such expenses.
| 9) |
Protection
of Company's Interests
|
| 1. |
Except
for actions taken in the course of his employment hereunder, at no
time
shall Executive divulge, furnish or make accessible to any person
any
information of a confidential or proprietary nature, outside of
information normally made available to the public (brochures, web-site
literature, SEC reports, etc.) obtained by him while in the employ
of
Company. Such improper release shall serve as grounds for termination.
Upon termination of his employment by Company, Executive shall return
to
the Company all such information which exists in written or other
physical
form and all copies thereof in his possession or under his control.
|
| 2. |
Company
and its successors and assigns shall, in addition to Executive's
services,
be entitled to receive and own all of the results and proceeds of
said
services (including, without limitation, literary material and other
intellectual property) produced or created during the term of Executive's
employment hereunder except with respect to any book or writing
autobiographical in nature. Executive will, at the request of Company,
execute such assignments, certificates or other instruments as Company
may
from time to time deem necessary or desirable to evidence, establish,
maintain, protect, enforce or defend its right or title in or to
any such
material.
|
| 10) |
Termination
of Executive:
|
| 1. |
By
the Company
|
Company
shall have the right to terminate this Agreement by majority vote of the
Board
of Directors, including termination for cause. For purposes of this section,
Termination For Cause, includes but is not limited to the following
acts:
| 1. |
Any
material act of dishonesty,
|
| 2. |
Disclosure
of confidential information
outside of information normally made available to the public (brochures,
web-site literature, SEC reports, etc.),
|
| 3. |
Gross
carelessness or misconduct,
|
| 4. |
Unjustifiable
neglecting his duties under this Agreement,
|
| 5. |
Acts
in any way that has a direct, substantial, and adverse effect on
the
Employer's reputation, or
|
| 6. |
Failure
to fulfill Executive’s duties as defined in the
Agreement.
|
| 2. |
Termination
by Executive
|
Executive
shall have the right to terminate his employment under this Agreement upon
30
days' notice to Company given within 60 days following the occurrence of
any of
the following events, each of which shall constitute "good reason" for such
termination:
| 1. |
Executive
is not elected or retained as Chief Executive Officer and a director
of
Company.
|
| 2. |
Company
acts to materially reduce Executive's duties and responsibilities
hereunder, except as defined below:
|
| (1) |
Executive's
duties and responsibilities shall not be deemed materially reduced
for
purposes hereof solely by virtue of the fact that Company is (or
substantially all of its assets are) sold to, or is combined with,
another
entity; provided, that Executive shall continue to have the same
duties,
responsibilities and authority with respect to Company's businesses
as he
has as of the date hereof and as Executive may have with respect
to
businesses added hereafter, including but not limited to, entertainment
and recreation, broadcasting, cable, direct broadcast satellite,
filmed
entertainment, consumer products, music, the internet, parks and
resorts,
etc.;
|
| (2) |
Executive
shall report as per an organizational chart to be drawn and approved
by
the board of directors of the Company or the board of directors of
the
entity that acquires Company or its assets or, if there shall be
an
ultimate parent of such entity, then to the board of directors of
such
ultimate parent; and
|
| (3) |
Executive
shall be elected and retained as a member of the board of directors
of
such entity or ultimate parent (if there shall be
one).
|
| 3. |
Termination
on Retirement
|
This
Agreement shall be terminated by the Executive’s voluntary retirement which
retirement shall be effective on the last day of any fiscal year, provided
that
the effective date of retirement occurs after the Executive’s 60th birthday, and
that the Executive gives the Employer six months' prior written
notice.
| 4. |
Termination
on Disability
|
If,
during the period of employment, the Executive becomes unable due to mental
or
physical illness or injury to perform his duties under this Agreement in
his
normal and regular manner, this Agreement shall be then terminated. During
the
term of this Agreement, the Employer shall maintain disability insurance
approved by the board of directors covering the Executive on the same terms
and
conditions provided by the Company for all of its employees.
| 5. |
Termination
Upon Death
|
If
the
Executive dies during the period of employment this Agreement shall then
be
terminated.
| 6. |
Termination
or Assignment on Merger
|
In
the
event of a merger where the Employer is not the surviving entity, or of a
sale
of all or substantially all of the Employer’s assets, the Employer may, at its
sole option:
| (1) |
Assign
this Agreement and all rights and obligations under it to any business
entity that succeeds to all or substantially all of the Employer’s
business through that merger or sale of assets, or
|
| (2) |
on
at least 30 days’ prior written notice to the Executive, terminate this
Agreement effective on the date of the merger or sale of
assets.
|
| 11) |
Executive’s
rights upon termination
|
| 1. |
If
this Agreement is terminated pursuant to Section 10.1 above, Executive's
rights and Company's obligations hereunder shall forthwith terminate
except as expressly provided in this Agreement.
|
| 2. |
If
this Agreement is terminated pursuant to Section 10.1 hereof, Executive
or
his estate shall be entitled to receive a his base salary for one
year
from the date of termination by the Board of Directors; provided,
however,
there is sufficient monies by which to make a cash payment; otherwise
it
is agreed that the Company shall have the right to enter into an
agreement
with the Executive to pay the monies owed under this section over
the
period of one year with interest accruing on the unpaid balance at
the
rate of interest established by the IRS as determined on the date
of
termination.
|
| 3. |
If
this Agreement is terminated pursuant to Section 10.1 above, or in
the
alternative because of disability or death, Executive rights and
Company's
obligations hereunder shall be as
follows:
|
| 1. |
Payment
of salary:
Executive and/or Executive’s estate shall receive his base salary for one
year from the date of termination by the Board of Directors; provided,
however, there is sufficient monies by which to make a cash payment;
otherwise it is agreed that the Company shall have the right to enter
into
an agreement with either the Executive or his estate to pay the monies
owed under this section over the period of one year with interest
accruing
on the unpaid balance at the rate of interest established by the
IRS as
determined on the date of termination.
|
| 2. |
Payment
of bonus:
If the Executive is disabled and/or dies, then the Executive and/or
his
estate shall be allowed to receive the
bonus.
|
| 3. |
Notwithstanding
the foregoing, no such payments shall be made until such payment
is no
longer subject to Section 162(m) of the Code. All stock options granted
to
Executive shall also immediately vest upon such termination and remain
exercisable until the earliest of the third anniversary of the date
of
such termination or the expiration of such options on the scheduled
expiration dates set forth in the stock option agreements related
thereto.
|
| 12) |
Consequences
of Breach by Company
|
If
Executive's employment is terminated pursuant to Section 10 hereof, or if
Company shall terminate Executive's employment under this Agreement in any
other
way that is a deemed a breach of this Agreement by Company, if determined
as a
result of Arbitration, the following shall apply:
| 1. |
Executive
shall receive a cash payment equal to the present value (based on
Company's then current cost of borrowing as determined by the chief
financial officer of Company for the remainder of the term hereof)
of
Executive's base salary hereunder for the remainder of the term,
payable
within 30 days of the date of such
termination.
|
| 13) |
Post-Termination
Consulting Services
|
Upon
expiration of this Agreement on February 28, 2009 or any extension thereof,
Executive may serve as a consultant to Company at a fee to be mutually agreed
upon which shall be at least $1.00 per year plus continuation of the same
benefits and/or perquisites provided to Executive during his term as Chief
Executive Officer of Company, excluding, however, any items which would conflict
with any laws, regulations and/or tax qualifications applicable to group
health,
pension and employee welfare plans of Company and, except as otherwise provided
herein with respect to certain specified continuing obligations of Company
to
Executive, salary, bonuses and/or stock options.
| 1. |
The
consulting arrangement shall continue until notice is given as provided
below following the earlier of: acceptance by Executive of full-time
employment with a third party, (teaching)
|
| 2. |
The
rendering by Executive of any services to a competitor of Company,
or
|
| 3. |
Executive's
disability for a period of six months which shall render him substantially
incapable of performing any consulting services for Company.
|
If
notice
is given pursuant to the preceding clauses 1. and 2., the consulting arrangement
shall terminate three business days after the giving of such notice, and
if such
notice is given pursuant to clause 3., such termination shall occur three
months
after the giving of such notice.
| 14) |
Remedies
|
Company
recognizes that because of Executive's special talents, stature and
opportunities in the entertainment and resorts industry, and because of the
special creative nature of and compensation practices of said industry and
the
material impact that individual projects can have on an entertainment and
resort
company's results of operations, in the event of termination by Company
hereunder (except under Section 10.1), or in the event of termination by
Executive under Section 10, before the end of the agreed term, Company and
Executive acknowledge and agree that the provisions of this Agreement regarding
further payments of base salary, bonuses and any exercisability of stock
options, should they be granted, constitute fair and reasonable provisions
for
the consequences of such termination, do not constitute a penalty, and such
payments and benefits shall not be limited or reduced by amounts Executive
might
earn or be able to earn from any other employment or ventures during the
remainder of the agreed term of this Agreement.
| 15) |
Granting
of Restricted Stock:
|
| 1. |
Executive
is granted seven million (7,000,000) shares of restricted stock in
the
Company upon the execution of this
agreement.
|
| 2. |
Executive
has the right to assign all or any portion of the restricted stock,
prior
to or after receipt.
|
| 3. |
Should
Executive assign restricted stock prior to receipt, the Company will
issue
said stock to assignee with the same restrictions that apply to Executive.
|
| 4. |
All
restricted stock issued to the Executive or assignees that is a part
of
the seven million (7,000,000) block of restricted stock, shall have
the
restriction removed from the stock in the following time table; provided,
said removal of restriction is in accordance with applicable SEC
rules:
|
| (1) |
Twenty
five percent (25%) on February 1, 2007
|
| (2) |
Twenty
five percent (25%) on February 1, 2008
|
| (3) |
Remaining
Fifty percent (50%) on February 1, 2009
|
| 5. |
In
addition, in order for the Executive to recruit and hire an effective
management team and/or attract qualified independent contractors,
Executive is granted the right to have the Company issue six million
(6,000,000) additional shares of restricted stock to designees as
determined solely by the Executive; subject to schedule for vesting
the
stock under the terms of a performance based contract approved by
the
Board of Directors.
|
| 6. |
All
restricted stock issued to the designees that is a part of the six
million
(6,000,000) block of restricted stock, shall have the restriction
removed
from the stock in the following time table; provided, (1) that said
employee or independent contractor is either (a) still engaged with
the
Company or (b) has fulfilled his or her duties as outlined in a
performance based contract approved by the Board of Directors and
(2) said
removal of restriction is in accordance with applicable SEC
rules:
|
| (1) |
Twenty
five percent (25%) twelve months from date of
issue
|
| (2) |
Twenty
five percent (25%) twenty-four months from date of
issue
|
| (3) |
Remaining
Fifty percent (50%) thirty-six months from date of
issue
|
| 7. |
The
company has the first right of refusal to repurchase all restricted
stock
granted either to the executive and/or his management team as defined
in
paragraph 16 of this agreement.
|
| 8. |
This
first right of refusal to repurchase shall be binding on the heirs,
distributees, successors and/or assignees of the executive and/or
his
management team.
|
| 16) |
First
Right to Repurchase Stock
|
In
the
event, the Executive or his management team choose to sell or otherwise
liquidate their stock as granted under paragraph 15 of this Agreement for
a
period of five years after the full vesting of their stock, the following
conditions shall apply;
| 1. |
Written
notice of their intent to sell their stock shall be given to the
Board of
Directors;
|
| 2. |
The
Company shall have the first right to repurchase the stock at fair
market
value for a period of 30 days following the date of the notice of
intent
to sell;
|
| 3. |
If
the Company declines to purchase the stock within the 30 day period,
then
the Company shall notify the party in writing of their refusal and
shall
be obligated to pay the party selling their stock the difference
in the
fair market value of the stock from date of notice and the date of
their
refusal, such payment shall be made within a period of 15 days from
the
date of refusal.
|
| 4. |
For
the purposes of this section, the parties agree to use the price
of the
stock as determined by the trading price of the stock on the day
of the
notice.
|
| 17) |
Company
right to puchase stock
|
In
the
event the Company chooses to teminate the Executive or his management team,
the
Company shall have the right to repuchase all of the shares granted to the
Executive or his management team under the following conditions:
| 1. |
Written
notice of the Company’s to repuchase all of the shares granted to the
Executive or his management team shall be given to the individual
terminated;
|
| 2. |
The
Company shall repurchase the stock at its fair market value for a
period
of 30 days following the date of the notice of intent to repurchase
by
issuing a cashier’s check for the amount of the stock to be
repurchased;
|
| 3. |
If
the Company to purchase the stock within the 30 day period, then
the
Company shall be deemed to have knowingly waived its right to repurchase
the shares granted to the individual;
and,
|
| 4. |
For
the purposes of this section, the parties agree to use the price
of the
stock as determined by the trading price of the stock on the day
of the
notice.
|
| 18) |
Binding
Agreement
|
This
Agreement shall be binding upon and inure to the benefit of Executive, his
heirs, distributees and assigns and Company, its successors and assigns.
Executive may not, without the express written permission of the Company,
assign
or pledge any rights or obligations hereunder to any person, firm or
corporation, except as provided for in Section 15.
| 19) |
Amendment;
Waiver
|
This
Agreement contains the entire agreement of the parties with respect to the
employment of Executive by Company and supersedes, on and as of the date
hereof,
the Old Employment Agreement. No amendment or modification of this Agreement
shall be valid unless evidenced by a written instrument executed by the parties
hereto. No waiver by either party of any breach by the other party of any
provision or condition of this Agreement shall be deemed a waiver of any
similar
or dissimilar provision or condition at the same or any prior or subsequent
time.
| 20) |
Governing
Law
|
| 1. |
This
Agreement shall be governed by and construed under and in accordance
with
the laws of the State of Delaware without regard to principles of
conflicts of laws; and the laws of that state shall govern all of
the
rights remedies, liabilities, powers and duties of the parties under
this
Agreement and of any arbitrator or arbitrators to whom any matter
hereunder may be submitted for resolution by the parties hereto,
as
contemplated by and pursuant to Title 6, Section 2708 of the Delaware
Code.
|
| 2. |
Any
legal action or proceeding with respect to this Agreement shall be
brought
exclusively in the federal or state courts of the State of Delaware,
and
by execution and delivery of this Agreement, Executive and Company
irrevocably consent to the jurisdiction of those courts. Executive
and
Company irrevocably waive any objection, including any objection
to the
laying of venue or based on the grounds of forum non conveniens,
which
either may now or hereafter have to the bringing of any action or
proceeding in such jurisdiction in respect of this Agreement or any
transaction related hereto. Executive and Company acknowledge and
agree
that any service of legal process by mail in the manner provided
for
notices under this Agreement constitutes proper legal service of
process
under applicable law in any action or proceeding under or in respect
of
this Agreement.
|
| 3. |
The
parties agree that this Agreement (together with any stock option
agreements entered into between Company and Executive and any other
documents or agreements specifically referred to herein) shall constitute
the sole and conclusive basis for establishing Executive's compensation
for all services provided by him hereunder.
|
| 21) |
Notices
|
All
notices which a party is required or may desire to give to the other party
under
or in connection with this Agreement shall be given in writing by addressing
the
same to the other party as follows:
If
to Executive:
Xxxx
X.
Xxxxxx
000
Xxxxxxxxx Xxxxx
Xxxxxxxxxxxx,
Xxxxx Xxxxxxxx 00000
If
to Company:
Myriad
Entertainment and Resorts, Inc.
#1000,
00000 000 Xxxxxx
Xxxxxxxx,
Xxxxxxx, Xxxxxx X0X 0X0
Attn:
Senior Executive Vice President and Chief of Operations
The
parties may designate another place for notice by sending written notice,
return
receipt requested. Any notice shall be deemed to have been given within 48
hours
after being addressed as required herein and deposited, first-class postage
prepaid, in the United States mail.
| 22) |
Effective
date
|
The
effective date of this agreement is January 3, 2006 and the services of
Executive are to begin on the date that any one of the projects being developed
by the Company are funded.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement this _______________ day of ______________,
2006.
Myriad
Entertainment and Resorts, Inc.
___________________________
By:_____________________________
Xxxx
X.
Xxxxxx Name:
Xxxxx Hawrelechko, Chairman and CEO
|
By:_____________________________
|
|
Name:
Xxxx Xxxxx, Director
|
|
By:_____________________________
|
|
Name:
Xx. Xxxxxx X. Xxxx, Director
|
ADENDUM
TO
EMPLOYMENT
AGREEMENT BETWEEN
MYRIAD
ENTERTAINMENT AND RESORTS, INC.
AND
XXXX
X.
XXXXXX
WHEREAS,
Myriad Entertainment and Resorts, Inc. (“Company”) and Xxxx X. Xxxxxx
(“Executive”) entered into an employment agreement on January 3, 2006;
and
WHEREAS,
Executive was granted the right to grant 6,000,000 shares of restricted stock
to
attract and recruit an effective management team or contractors in Section
15.5;
and
WHEREAS,
the Executive and the Company wish to clarify the process upon which the
6,000,000 shares of restricted stock will be issued.
THEREFORE,
the Executive and the Company hereby amend the employment agreement as
follows:
Section
15, Granting of Restricted Stock, subsection 5 is amended to read,
5. In
addition, in order for the Executive to recruit and hire an effective management
team and/or attract qualified independent contractors, Executive, with the
approval of the Board of Directors of the Company, will recommend up to six
million (6,000,000) shares of restricted stock to be issued to designees
of the
Executive, subject to Board approval and the schedule of vesting the stock
under
the terms of sub-section 6 of this section.
All
other
terms of the original employment agreement dated January 3, 2006, and signed
February 6, 2006, remain unchanged.
IN
WITNESS WHEREOF, the parties have executed this Amendment to the Agreement
this
day
of
,
2006.
|
Myriad
Entertainment and Resorts, Inc.
|
|
|
By:
|
By:
/s/Xxxxx Hawrelechko
|
|
Xxxx
X. Xxxxxx
|
Xxxxx
Hawrelechko, Chariman
|
