June 15, 2000
Mr. Xxxx Xxxxxxx
Worldwide Entertainment & Sports Corp.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
TERMINATION AGREEMENT
Dear Marc:
This will constitute the terms of the termination agreement (the
"Agreement") between Xxxx Xxxxxxx (hereinafter, "Xxxxxxx") and Worldwide
Entertainment & Sports Corp. (hereinafter, the "Company" and collectively, with
its subsidiaries and affiliates, the "Companies") (each of the Company and
Xxxxxxx being referred to at times as a "Party," and, together the Company and
Xxxxxxx being referred to as the "Parties").
1. Termination of Employment. The Company and Xxxxxxx hereby confirm
that Xxxxxxx' employment by the Company and each of its subsidiaries and
affiliated entities is terminated as of June 15, 2000, and except for the
obligations of the Parties under this Agreement, neither party has any rights or
obligations as against the other with respect to such employment, including, but
not limited to, Xxxxxxx' rights under that certain Employment Agreement dated as
of January 1, 1996. The parties have entered into the Mutual General Release in
the form attached as Exhibit A hereto. Xxxxxxx hereby confirms his resignation
as of June 15, 2000, with the Company's consent, as Chief Executive Officer,
Director, Chairman and employee of the Company and as an officer, director and
employee of each of the Company's subsidiaries and affiliated entities.
2. Payment. As a special severance payment, upon execution of this
Agreement and the Mutual General Release, Xxxxxxx shall be entitled to receive
the aggregate amount of $75,000 (less deductions for taxes or other
withholdings). Of this aggregate amount, the Company shall pay the sum of
$25,000 upon execution of this Agreement and shall pay the remaining $50,000 in
8 equal monthly installments of $6,250 (in all cases, less deductions for taxes
or other withholdings), commencing no later than October 31, 2000
3. Warrant To Acquire 3% Non-Dilutable Equity Interest In HOB. In
consideration for Xxxxxxx' contributions to the development of Worldwide
Xxxxxxxxxxxxx.xxx, Inc. ("HOB"), a wholly owned subsidiary of the Company, the
Company shall compensate Xxxxxxx as follows:
(A) The Company shall issue Xxxxxxx a non-dilutable warrant to purchase
an
amount of shares equal to three percent (3%) of the total number of issued and
outstanding shares of common stock of HOB on the date of exercise (the "HOB
Warrant"). The HOB Warrant shall be exercisable at an exercise price of $.01 per
share. The form of the HOB Warrant to be delivered to Xxxxxxx upon execution of
this Agreement is annexed hereto as Exhibit B. The Company shall xxxxx Xxxxxxx
piggyback registration rights with respect to the shares of common stock of HOB
underlying the HOB Warrant(except no such piggyback registration rights shall
apply with respect to a registration statement on Forms S-4 or S-8). The form of
Registration Rights Agreement to be executed by the Company and Xxxxxxx and
delivered to Xxxxxxx upon execution of this Agreement is annexed hereto as
Exhibit C.
B. The HOB Warrant shall expire only upon and Xxxxxxx shall exercise
immediately prior to, the time of (i) an underwritten public offering of HOB
shares or (ii) a merger, sale or acquisition transaction involving HOB (except
if such transaction is with the Company or an affiliate of the Company).
Furthermore Xxxxxxx agrees to execute and perform any lockup, holdback or
similar agreements requested by an underwriter as part of an underwritten public
offering for HOB. Notwithstanding the foregoing, Xxxxxxx shall not be required
to agree to any "lock-up" described in the immediately preceding sentence which
is longer than any "lock-up" agreement to which Xxxxxxx Xxxxxxxxx and Xxxxxx
Xxxxxxxxx have become parties with respect to shares of common stock of the
Company owned by either of them.
X. Xxxxxxx agrees that he shall not sell, transfer, assign, hypothecate
or otherwise convey the HOB Warrant or the shares of common stock underlying the
HOB Warrant to any third party other than a "Permitted Transferee" during any
period when HOB is a privately owned company unless the Company is offered the
same terms and conditions from such third party for the sale, transfer,
assignment, hypothecation or conveyance of the Company's equity interest in HOB
(the "Company Equity Interest"). This provision shall not apply in the event
that HOB is a publicly traded company. A "Permitted Transferee" shall include
(a) any member of Robert's immediate family; (b) trusts for the benefit of any
member of Xxxxxxx'x immediate family; (c) any trust for which Xxxxxxx serves as
trustee; and (d) any partnership for which Xxxxxxx serves as sole general
partner, provided such Permitted Transferee agrees in writing to be bound by all
the provisions of this Section 3 and the Registration Rights Agreement annexed
hereto as Exhibit X.
X. Xxxxxxx agrees that if the Company determines to sell, transfer,
assign, hypothecate or otherwise convey more than 50% of the Company Equity
Interest to any third party other than a Permitted Transferee during any period
when HOB is a privately owned company, Xxxxxxx shall sell, transfer, assign,
hypothecate or otherwise convey the equity interest represented by the HOB
Warrant to such third party on the same terms and conditions as the Company has
been offered for the Company Equity Interest. This provision shall not apply in
the event that HOB is a publicly traded company.
E. If at any time the Company receives a bona fide offer from a third
party, to purchase, in a single or a series of related arms' length
transactions, all or any part of the Company Equity Interest, Xxxxxxx shall be
entitled to sell his HOB shares in such transaction, on the same terms and
conditions, and for the same consideration, as set forth
in such offer and in the same proportion as the Company's ownership of HOB
shares to be sold in such sale bears to the Company Equity Interest immediately
prior to the sale. This provision shall not apply in the event that HOB is a
publicly traded company.
4. Shares Covered By Options. Xxxxxxx shall retain his option to
acquire 680,000 shares of the Company's common stock previously granted by the
Company as summarized in the annexed Option Agreement between the Company and
Xxxxxxx dated June 15, 2000, (the "Option Agreement"), a copy of which is
annexed hereto as Exhibit D (collectively, the "Options") in accordance with the
following terms:
(a) The Options shall remain exercisable on the dates as set
forth in the Option Agreement, provided, however, that the expiration dates on
such Options shall have their expiration dates reduced by a period of four years
from the existing termination dates in the event that Xxxxxxx fails to (i)
reasonably cooperate with the Company in connection with its communications with
its stockholders and the press with respect to Xxxxxxx' termination hereunder
and or at any time after the date hereof make any statement, written or oral, to
the Company's stockholders, the press or any other third parties, with respect
to the termination of his employment or otherwise, that shall denigrate or seek
to denigrate or disparage the Company or any of its affiliates or their
directors, officers or employees, or be detrimental to the reputation or stature
of the Company and its affiliates (it being acknowledged by the Company that the
provisions of this paragraph shall not be construed so as to prohibit Xxxxxxx
from (x) responding to any legal process or (y) testifying in any legal
proceeding in a complete and truthful manner); and (ii) remain reasonably
available after the date hereof to consult with the officers and directors of
the Company and counsel to the Company on an as-needed basis, provided however,
that Xxxxxxx shall not be deemed to be in violation of this subsection (ii) to
the extent that he is unavailable because of his business commitments or because
he is on vacation.
(b) The method of exercise of the Options shall be as set
forth in the Option Agreement
(c) The Company shall use its best efforts to maintain the
effectiveness of a Form S-8 or Form S-3 which includes the shares underlying
Xxxxxxx' Options.
(d) All of the Options shall be amended to provide for their
exercise on a cashless basis based on the closing price (or the average of the
closing bid and asked prices, if applicable) on the day immediately preceding
the notice of exercise if the registration statement referred to above is not
available on any particular date of exercise by Xxxxxxx.
5. Renewal Option. This Agreement shall terminate upon the expiration
of one year from the date first set forth above (the "Term"), provided however,
that: (A) the Company, at its sole discretion, shall have an option to renew
this Agreement (the "Renewal Option"), for an additional one year period (the
"Renewal Term"). In the event that the Company wishes to exercise the Renewal
Option, it shall provide Xxxxxxx with written notice at least 60 days before the
expiration of the Term. In the event that the Company exercises the Renewal
Option, then all the terms and
conditions of this Agreement, including all forms of severance and expense
allowances set forth herein, shall be applicable to the Renewal Term, provided
however, that Xxxxxxx shall not be issued any warrant to acquire any shares of
common stock of HOB in addition to the HOB Warrant or make another $12,420
payment for health insurance;
(B) the Company, at its sole discretion, shall have a further option to
renew this Agreement for an additional one year period (the "Second Renewal
Option"), upon the expiration of the Renewal Term(the "Second Renewal Term"). In
the event that the Company wishes to exercise the Second Renewal Option, it
shall provide Xxxxxxx with written notice at least 60 days before the expiration
of the Renewal Term. In the event that the Company exercises the Second Renewal
Option, then all the terms and conditions of this Agreement, including all forms
of severance and expense allowances set forth herein, shall be applicable to the
Second Renewal Term, provided however, that Xxxxxxx shall not be issued any
warrant to acquire any shares of common stock of HOB in addition to the HOB
Warrant or make another $12,420 payment for health insurance.
6. Mirror Stock/Option Grant.
(A) In the event that the Board of Directors of the Company issues to
Xxxxxxx Xxxxxxxxx any shares of common stock or grants Xxxxxxxxx an option to
acquire shares of common stock of the Company during the Term, then Xxxxxxx
shall be issued an identical amount of shares of common stock or granted an
identical option to acquire common stock of the Company, provided however, that
Xxxxxxx shall not be entitled to any matching issuance of any shares of common
stock or be granted an identical option to Xxxxxxx Xxxxxxxxx by the Company in
the event that either (i) Xxxxxxx Xxxxxxxxx receives such issuance of shares of
common stock or grant of an option in connection with his election to the title
of Chairman of the Company or (ii) Xxxxxxx Xxxxxxxxx is issued such shares of
common stock or granted such option in exchange for cash consideration at the
fair market value on the date of such issuance of shares of stock or grant of
such option.
(B) In the event that the Company exercises the Renewal Option, and the
Company issues to either Xxxxxxx Xxxxxxxxx or Xxxxxx Xxxxxxxxx or both of them
any shares of common stock or grants either or both of them an option to acquire
shares of common stock of the Company during the Renewal Term, then Xxxxxxx
shall be issued shares of common stock or be granted an identical option to
acquire shares of common stock of the Company based upon the average number
shares of stock or options to acquire common stock, as the case may be, as are
issued to Xx. Xxxxxxxxx and Xx. Xxxxxxxxx or if only one of Xx. Xxxxxxxxx or Xx.
Xxxxxxxxx is issued shares of common stock or granted an option, then Xx.
Xxxxxxx shall receive an identical number of shares of common stock or be
granted an identical option (except for any vesting of options under the terms
of Xx. Xxxxxxxxx'x employment agreement dated as of June 15, 2000).
(C) In the event that the Company exercises the Second Renewal Option,
and the Company issues to either Xxxxxxx Xxxxxxxxx or Xxxxxx Xxxxxxxxx or both
of them any shares of common stock or grants either or both of them an option to
acquire shares of common stock of the Company during the Second Renewal Term,
then
Xxxxxxx shall receive an identical number of shares of common stock or be
granted an identical option to acquire shares of common stock of the Company
based upon the average number of shares of stock or options to acquire shares of
common stock, as the case may be, as are issued to Xx. Xxxxxxxxx and Xx.
Xxxxxxxxx or if only one of Xx. Xxxxxxxxx or Xx. Xxxxxxxxx is issued shares of
common stock or is granted an option, then Xx. Xxxxxxx shall receive an
identical number of shares of common stock or be granted an identical option
(except for any vesting of options under the terms of Xx. Xxxxxxxxx'x employment
agreement dated as of June 15, 2000). In the event that any existing options or
warrants of Xxxxxxx Xxxxxxxxx are repriced so as to reduce the existing exercise
price, while any of Xxxxxxx' Options remain exercisable, then Xxxxxxx' Options
which are then still exercisable shall be similarly repriced so that the
exercise price of Xxxxxxx' Options shall be reduced to be the identical exercise
price of Xxxxxxxxx'x options or warrants, as the case may be.
7. Expenses. The Company shall pay the following expenses during the
Term, the Renewal Term and the Second Renewal Term (provided the Renewal Option
and the Second Renewal Option are exercised):
(A) Xxxxxxx shall be entitled to an unaccountable expense allowance in
the total amount of $15,750 per month for expenses during the Term, provided
that the Company shall pay Xxxxxxx the sum of $57,000 (plus $6000 which has
already been paid as an expense allowance) upon execution of this Agreement
representing four months advance payment for such expenses and shall pay eight
remaining monthly installments of $15,750 commencing no later than October 15,
2000.
(C) The Company will allow Xxxxxxx the use of the 1999 Lincoln Town Car
limousine (the "Car"), during the Term and in connection therewith shall pay a
maximum monthly salary of up to $5,633 to Xxx Xxxxxxx or any replacement driver
as the driver of the Car for the Term (less deductions for taxes or other
withholdings) and shall pay only for the rental, insurance, and gasoline for the
Car for the Term.
(D) The Company shall also pay a maximum monthly salary of up to $2,500
to Xxxxxxx Xxxxx, Xxxxxxx' assistant, or any replacement assistant for Xx.
Xxxxxxx for the Term(less deductions for taxes or other withholdings), provided
that Xx. Xxxxx or any replacement renders services to Xxxxxxx for the Term. The
Company shall also provide health insurance benefits for the Term to Xx.
Xxxxxxx' driver and assistant to the same extent presently provided to Xx.
Xxxxxxx and Xx. Xxxxx.
(E) The Company shall also make a lump sum payment to Xx. Xxxxxxx in
the total amount of $12,420 upon execution of this Agreement representing an
amount for health insurance coverage for Xx. Xxxxxxx for a period of three years
from the date of execution of this Agreement (Xxxxxxx may elect COBRA benefits,
provided that the Company shall have no obligation to make any COBRA payments on
behalf of Xxxxxxx). (E) The Company shall also make an additional lump sum
payment in the total amount of $3,600 upon execution of this Agreement
representing an amount for cellular phone expenses for Xx. Xxxxxxx' driver and
assistant during the Term.
(F) The Company shall also reimburse Xxxxxxx for his legal fees
incurred in
connection with this Agreement and the Mutual General Release up to a maximum of
$5,000.
8. Restrictions on Sale of Xxxxxxx' Shares and Options. (A) Xxxxxxx and
the Company confirm and agree that Xxxxxxx presently owns 1,324,966 shares of
the Company's common stock (collectively, the "Stock") and is the holder of the
Options to purchase an additional 680,000 shares of the Company's common stock
(collectively, the "Shares"). Xxxxxxx covenants that the maximum number of
Shares which he shall be permitted to sell, transfer, assign or otherwise
dispose of during the Term shall be the greater of (i) 668,322 Shares or (ii)
the number of shares of the Company's common stock (the "Common Stock") sold
during the Term by Xxxxxxx Xxxxxxxxx or Xxxxxx Xxxxxxxxx, whoever sold more (the
"Tier One Shares"). Xx. Xxxxxxx' sale, transfer, assignment or other disposition
of any shares of Stock or exercise of the Option shall also be subject to any
requirements under the federal securities laws.
(B) In the event that the Company does not exercise the Renewal Option
as set forth in Section 5 above, the restriction on transferability set forth in
subsection (A) above (the `Lock-Up") shall immediately terminate and Xxxxxxx
shall not have any lock-up obligation whatsoever with respect to his remaining
Shares, except as may be provided for under the federal securities laws. In the
event that the Company exercises the Renewal Option, Xxxxxxx covenants that the
maximum number of Shares which he shall be permitted to sell, transfer, assign
or otherwise dispose of during the Renewal Term shall be (i) the greater of (x)
668,322 Shares and (y) the number of shares of Common Stock sold during the
Renewal Term by Xx. Xxxxxxxxx or Xx. Xxxxxxxxx, whoever sold more (the "Tier Two
Shares") plus (iii) any Tier One Shares remaining unsold.
(C) In the event that the Company does not exercise the Second Renewal
Option as set forth in Section 5 above, the Lock-Up shall immediately terminate
and Xxxxxxx shall not have any lock-up obligation whatsoever with respect to his
remaining Shares, , except as may be provided for under the federal securities
laws. In the event that the Company exercises the Second Renewal Option, Xxxxxxx
covenants that the maximum number of Shares which he shall be permitted to sell,
transfer, assign or otherwise dispose of during the Second Renewal Term shall be
(i) the greater of (x) 668,322 Shares and (y) the number of shares of Common
Stock sold during the Second Renewal Term by Xx. Xxxxxxxxx or Xx. Xxxxxxxxx,
whoever sold more plus (ii) any Tier One Shares or Tier Two Shares remaining
unsold. Xxxxxxx shall seek customary legal opinion from counsel for the Company
with respect to his sale of any Shares.
(D) In the event of any stock split, consolidation, merger,
recapitalization, or reorganization of the Common Stock of the Company, Xxxxxxx
shall remain fully bound by the lock-up restrictions set forth herein and such
lock-up restrictions shall be proportionately adjusted to apply to any
securities received by Xxxxxxx in any of such transactions to the same extent as
set forth in subsections (A) through (C) above.
(E) The Company agrees to provide Xxxxxxx with notice of any sale of
shares of
Common Stock by Messrs. Xxxxxxxxx and Xxxxxxxxx within ten business days of the
date on which sales by either of them have aggregated in excess of 668,322
Shares for so long as Xxxxxxx is subject to any Lock-Up.
9. Independent Contractor.
(A) Xxxxxxx' relationship with Company during the one year period
following the date hereof shall be that of an independent contractor and not
that of an employee. Xxxxxxx will not be eligible for any employee benefits
(other than COBRA benefits at Xxxxxxx' election), nor will Company make
deductions from Xxxxxxx' severance payments or expenses, except as provided in
Sections 2 and 7 hereof. Xxxxxxx agrees to indemnify and hold the Company
harmless from any liability for, or assessment of, any such deductions. Xxxxxxx
shall have no authority to enter into contracts which bind Company or create
obligations on the part of Company without the prior written authorization of
Company.
(B) Effective upon the execution of this Agreement, the Company shall
transfer Xxxxxxx the entire billing for all cellular phone accounts and
telephone accounts maintained in the Company's name for the use of Xxxxxxx and
shall only be responsible for any outstanding cellular phone or telephone
expenses through the date of this Agreement.
(C) Upon the execution of this Agreement, Xxxxxxx shall return any
credit cards issued in the name of the Company which cards are in Xxxxxxx'
possession, custody or control to the Company.
(D) The Company shall promptly take all steps necessary to remove
Xxxxxxx as the guarantor of the Company's credit card with American Express (the
"AE Card") and shall advise Xxxxxxx promptly that Xxxxxxx has been so removed.
The Company covenants to pay any outstanding balance on the AE Card for any
period for which Xxxxxxx has been a guarantor of the Company's AE Card on or
before the due date for any such outstanding balance. The Company agrees to
indemnify and hold Xxxxxxx harmless from and against any and all losses, claims,
damages, liabilities, costs and expenses (including, but not limited to,
reasonable attorney's fees and disbursements) which Xxxxxxx may be subject to or
incur at any time in connection with his guaranty of the AE Card.
(E) Xxxxxxx agrees to execute all documents reasonably requested to be
executed by the Company in order to accomplish the provisions set forth in this
paragraph 9.
10. Confidentiality and Non-Disclosure. Xxxxxxx agrees that any and all
confidential information, including know-how and trade secrets that may be or
have been imparted to him by the Company, or by third parties to the Company, in
the course of his prior employment and/or this consultation, as well as the
terms of this Agreement (except as contemplated in Section 4(b)) shall be
maintained as confidential and secret, and Xxxxxxx agrees not to use or disclose
the same to others except with the prior written consent and approval of the
Company.
11. Non-Competition.
(A) In view of the consideration of the compensation to be received
hereunder, Xxxxxxx agrees that he will not, during the Term or any Renewal Term
or Second Renewal Term, Participate In (as defined below) any other business or
organization, competing with or of a nature similar to any of the sports agency,
sports marketing, sports internet or management of professional athletes
businesses, except that in each case the provisions of this Section 11 will not
be deemed breached merely because Xxxxxxx owns not more than 2% of the
outstanding common stock of a company, if, at the time of its acquisition by
Xxxxxxx, such stock is listed on a national securities exchange, is reported on
Nasdaq, or is regularly traded in the over-the-counter market by a member of a
national securities exchange. Furthermore, Xxxxxxx will not seek to persuade any
director, officer, employee or consultant of the Company to discontinue that
individual's status of employment by, or affiliation with, the company, or seek
to persuade any person or entity having a business relationship with the Company
from changing or terminating such relationship.
(B) The restrictions set forth in this Section 11, however, are subject
to a certain limitation. In the event that Xxxxxxx wishes to pursue any
opportunity which would meet the definition of "Participate In"(a "Xxxxxxx
Opportunity"), he shall be obligated to promptly present the Xxxxxxx Opportunity
to the Company by providing the material terms of any such Xxxxxxx Opportunity
in writing to the Company. The Company shall have the right within twenty days
of receipt of any Xxxxxxx Opportunity to agree to pursue the Xxxxxxx Opportunity
by so notifying Xxxxxxx in writing in which case Xxxxxxx shall fully cooperate
with and defer to the Company with respect thereto to allow the Company to
pursue the Xxxxxxx Opportunity if the Company so determines, acting in its sole
discretion.
(C) As used in this Agreement, the term "Participate In" shall mean:
"directly or indirectly, for his own benefit or for, with, or through any other
person, firm, or company, own, manage, operate, control, loan money to, or
participate in the ownership, management, operation, or control of, or be
connected as a director, officer, employee, partner, consultant, agent,
independent contractor, or otherwise with, or acquiesce in the use of his name
in."
(D) Since a breach of the provisions of this Section 11 could not
adequately be compensated by money damages, the Company shall be entitled, in
addition to any other right and remedy available to it, to an injunction
restraining such breach or a threatened breach, and in either case no bond or
other security shall be required in connection therewith, and Xxxxxxx hereby
consents to the issuance of such injunction. Xxxxxxx agrees that the provisions
of this Section 11 are necessary and reasonable to protect the Company or any of
the Companies in the conduct of their respective businesses. If any restriction
contained in this Section 11 shall be deemed to be invalid, illegal, or
unenforceable by reason of the extent, duration, or geographical scope thereof,
or otherwise, then the court making such determination shall have the right to
reduce such extent, duration, geographical scope, or other provisions hereof,
and in its reduced form such restriction shall then be enforceable in the manner
contemplated hereby.
12. Further Cooperation. Each of the Parties shall execute such further
documents and do such further acts as may reasonably be requested by the other
to confirm the agreements and transactions contemplated hereby.
13. Counterparts and Facsimile Signatures. This Agreement may be signed
in counterparts and shall become effective as if executed in a single, complete
documents as of the date hereof upon its execution by both Parties. Facsimile
signatures of the undersigned Parties will have the same force and effect as
original signatures.
14. Severability. If any provision of this Agreement or the application
of it shall be determined to be invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provisions shall not be
affected and shall be enforced to the greatest extent permitted by law.
15. Construction. The Parties agree that the terms and conditions of
this Agreement are the result of negotiations between the Parties and/or their
counsel, and that this Agreement shall not be construed in favor of or against
either Party by reason of the extent to which either Party or its counsel
participated in the drafting of this Agreement.
16. Notices. Any notices, demands, or other communications required or
permitted hereunder shall be in writing and shall be (i) sent by telecopy (and
confirmed by one of the following three methods), (ii) hand delivered, (iii)
sent by Federal Express, Express Mail or similar overnight delivery service for
priority next business day delivery, or (iv) sent by certified or registered
mail, return receipt requested, in any case addressed as follows (or to such
other address as a party shall have designated by notice given to the other
party pursuant hereto), and shall be deemed given (i) when received at the
recipient's telecopy number if received before 5:00 p.m. or otherwise at 9:00
a.m. on the next business day, (ii) when delivered if hand delivered, (iii) the
next business day after being sent if given by Federal Express, Express Mail or
other overnight delivery service or (iv) the date received if sent by certified
or registered mail, return receipt requested:
(a) if to the Company:
Worldwide Entertainment & Sports Corp.
00 Xxxxxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxxxx 00000
Attn: Chief Executive Officer
with a copy to:
Rosenman & Colin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxx Xxxxxx, Esq.
(b) if to Xxxxxxx:
Xxxx Xxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
With a copy to:
Xxxx Xxxxxxx, Esq.
Loeb & Loeb LLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
17. Governing Law. This Agreement shall be governed by the laws of the
State of New York, without giving effect to principles of conflicts or choice of
law.
18. Arbitration. Any controversy or claim arising out of or relating to
this Agreement shall be settled by binding arbitration in New York, New York
pursuant to the Commercial arbitration Rules then in effect of the American
Arbitration Association ("AAA"). There shall be three (3) arbitrators, one of
whom shall be selected by the Party seeking to initiate the arbitration, one by
the other Party and the third by the two arbitrators so selected. The
arbitration award shall be given in writing and shall be final and binding on
the Parties with respect to the subject matter in controversy and judgment
thereof may be entered in any court having jurisdiction over the matter. The
Parties shall keep confidential the arbitration proceedings and terms of any
arbitration award, except as may otherwise be required by law. Each party shall
bear its own legal fees and other costs related to the arbitration, except that
the arbitrators shall determine who shall bear the costs of the AAA and
arbitrators. The arbitrators may determine arbitrability but may not award
punitive damages or limit, expand or otherwise modify the terms of this
Agreement.
19. Integration Clause. This Agreement and the Mutual General Release
contains the entire understanding between the Parties with respect to, and
contains all terms and conditions pertaining to, the compromise and settlement
between the Parties. No express or implied warranties, covenants or
representation have been made concerning the subject matter of this Agreement
unless expressly stated herein. Any prior written or oral negotiations not
contained in this Agreement are of no force or effect whatsoever. In executing
this Agreement, the Parties have not and do not rely on any statements,
inducements, promises or representations made by the other Party or their
agents, representatives or attorneys with regard to the subject matter, basis or
effect of this Agreement, except those specifically set forth in this Agreement.
20. Assignment. This Agreement shall be binding upon the parties hereto
and upon their respective administrators, executors, legal representatives,
successors and permitted assigns. Xxxxxxx may not assign his obligations, or
compensation to be
received, under this Agreement, either in whole or in part, without the prior
written consent of the Company.
21. Modification and Discharge. This Agreement may not be changed,
altered, or modified except in writing signed by the Parties. This Agreement may
not be discharged, except by performance in accordance with its terms or by
writing signed by the Parties.
22. Representation by Counsel. Xxxxxxx hereby warrants and represents
that he has retained and been represented by independent legal counsel in
connection with the negotiation and execution of this Agreement and the Mutual
General Release.
23. Captions and Interpretations. Section titles or captions contained
herein are inserted as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of this Agreement or any provision
hereof.
The Parties have executed this Agreement as of the date first above
written.
WORLDWIDE ENTERTAINMENT CORP.
-------------------------------- -------------------------------------
Xxxx Xxxxxxx
------------------------------
Chief Executive Officer
