Exhibit 10.1
AGREEMENT, dated as of the 29th day of October, 2001, between UNIVERSAL
MEDIA HOLDINGS, INC., a Delaware Corporation, with principal offices at 000
Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx (hereinafter referred to as the
"Company") and Xxxxxxx X. Xxxxxxxx, residing at Floral Park, New York (herein
referred to as "KCP").
WITNESSETH:
WHEREAS, the Company desires to formalize its relationship with KCP and
KCP wishes to formalize his relationship with the Company; and
WHEREAS, KCP is willing to formalize his relationship with the Company
on the terms and subject to the conditions contained herein.
NOW, THEREFORE, the parties have agreed to the following:
1. Employment. The Company hereby employs KCP, and KCP hereby agrees to
enter into the agreement with the Company, as President and Chairman of the
Board of Directors of the Company.
2. No Breach of Obligations. KCP represents and warrants to the Company
that he has the requisite skills and experience, and has proven his values and
abilities to the Company, and is ready, willing and able to perform those duties
attendant to the position for which he is hired and that his entry into this
Agreement with the Company does not constitute a breach of any agreement with
any other person, firm or corporation, nor does any prior agreement between KCP
and any person, firm or corporation contain any restriction or impediment to the
ability of KCP to perform those duties for which he was hired, or which may be
assigned to, or reasonably expected of him.
3. Services. During the full term of this Agreement, KCP shall perform to
the best of his abilities the following services and duties, in such manner and
at such times as the Company may direct, the following being included by way of
example and not by way of limitations:
a) KCP will be available to discuss all company matters
that are presented to him, within a reasonable time;
b) KCP shall, in cooperation with the Company's
financial relations firms(s), keep the Company's
shareholders, and the brokerage community updated
from time to time as to the Company's progress;
c) KCP shall consult with and advise the officers of the
Company, either orally or at the request of the
Company, in writing, to such matters as the Chairman,
shall deem necessary to discuss relating to the
management and operations of the Company; and
d) KCP shall be responsible for such other duties and
responsibilities as necessary to fulfill his duties
President.
4. Exclusivity. KCP agrees that during the term of this Agreement he will
impart and devote the necessary time, energy, skill and attention to the
performance of his duties hereunder.
5. Place of Performance. KCP agrees to perform his duties hereunder and
agrees to the extent that it has been determined necessary and advisable, in the
discretion of the Chairman, to travel to any place in the United States, or to a
foreign country, where his presence is or may reasonably be required for the
performance of his duties hereunder.
6. Compensation. The Company hereby agrees to compensate KCP, and KCP
hereby accepts for the performance of the services of President, as indicated
below:
a) Fees. The Company shall pay to KCP a monthly salary
of THREE THOUSAND DOLLARS ($3,000.00), during the
term of this Agreement. The Company may file any
registration statement necessary to allow KCP to sell
shares of common stock of the Company in order to be
paid this amount;
b) Stock: In addition, the Company shall issue of
1,300,000 shares of Common Stock of the Company,
fully paid and non-assessable, bearing a restrictive
legend, in consideration of the time and effort put
forth by KCP. KCP shall have the right to
"piggy-back" any appropriate registration statement
filed by the Company;
c) Bonus. KCP shall be entitled to participation in a
bonus or other incentive compensation, profit sharing
or retirement plan that the Company may institute, or
make generally available to its executives, as
determined by the Board of Directors;
7. Representation and Warranties of KCP. By virtue of his execution
hereof, and in order to induce the Company to enter into this Agreement, KCP
hereby represents and warrants, as follows:
a) KCP is not presently actively engaged in any
business, employment or venture which is, or may be,
in direct conflict with the business of the Company;
b) KCP has full power and authority to enter this
Agreement with the Company and to perform in the time
and manner contemplated; and
c) KCP's compliance with the terms and conditions of
this Agreement, in the time and the manner
contemplated herein, will not conflict with any
instrument or agreement pertaining to the transaction
contemplated herein, and will not conflict in, result
in a breach or, or constitute a default under any
instrument to which he is a party;
d) KCP represents that he shall devote his best efforts
to the success of the Company.
8. Representation and Warranties of the Company. By virtue of the
execution of this Agreement, the Company hereby represents and warrants to KCP,
as follows:
a) The Company and KCP agree that KCP shall receive
reimbursement for all reasonable expenses incurred by
KCP in connection with the performance of his duties
hereunder subject to compliance with the Company's
procedures; and the Company shall pay to KCP
directly, or reimburse KCP for all other reasonable
necessary and proven expenses and disbursements
incurred by KCP for and on behalf of the Company in
the performance of KCP's duties during the term of
this Agreement.
9. Competition. a) During the term of this Agreement, or upon the
termination of his employment, whichever event shall occur earlier, and
for a period of twelve (12) consecutive months thereafter, KCP shall
not, without the prior written consent of the Company engage, either as
a Consultant, Agent, Proprietor, Officer, Director, Partner or majority
stockholder in the business directly related to that of the Company.
b) KCP further covenants that during the stated term of this agreement,
and for the twelve (12) month period thereafter, whichever shall occur earlier,
he will not solicit any clients or customers known by him to be clients or
customers of the Company for competitive business. The foregoing restrictions
shall not apply to a termination of KCP's employment by the Company without
Cause, or a termination of the employment by KCP because of a breach of the
Agreement by the Company. 10. Term and Termination. This Agreement shall be
deemed to be effective as of the date indicated above and shall continue in full
force and effect until the last day of September, 2002, unless sooner terminated
as hereunder set forth.
a) Termination by the Company for Cause.
1) The Company may terminate KCP's employment
for Cause. Upon such termination the Company
shall have no further obligations to KCP,
except for compensation, or other benefits
due, but not yet paid.
2) "Cause" shall mean: (i) KCP's willful and
continued failure substantially to perform
his duties with the Company (other than as a
result of KCP's incapacity due to illness or
injury), if KCP is not then acting in the
best interests of the Company, as determined
by the Board of Directors, or (ii) KCP's
wilful engagement in misconduct which is
materially injurious to the Company,
monetary or otherwise.
11. Notice of Termination. Any purported termination of KCP's employment
shall be communicated by written "Notice of Termination" from one party to the
other party hereto. For the purposes of this Agreement a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of KCP's
employment, under the provision so indicated. No purported termination by the
Company of KCP's employment shall be effective if it is not effected pursuant to
a "Notice of Termination" satisfying the requirements of this Paragraph.
12. Date of Termination. "Date of Termination" shall mean the date on which
a "Notice of Termination" is given.
13. Laws of the State of New York. This Agreement is being delivered in the
State of New York and shall be construed and enforced in accordance with the
Laws of the State of New York, irrespective of the state of Incorporation of the
Company and the place or domicile of KCP.
14. Remedies on Breach. Any remedies on breach of this Agreement are to be
determined exclusively through arbitration as discussed in the Agreement.
15. Prohibition Against Assignment. Except as herein above otherwise
expressly provided, KCP agrees on behalf of himself and of his executors and
administrators, heirs, legates, distributees, and any other person, or persons
claiming benefits under him by virtue of this Agreement and the rights,
interests and benefits hereunder, shall not be assigned, transferred, pledged or
hypothecated in any way by KCP or any executor, administrator, heir, legatee,
distrubutee or other persons claiming under KCP by virtue of the Agreement and
shall not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge or hypothecation, or other dispositions of this
Agreement of such rights, interests and benefits contrary to the foregoing
provisions, or the levy of any attachment or similar process thereupon shall be
null and void and without effect.
This Agreement has been approved by the Board of Directors, as
indicated by their respective signatures. This Agreement has been approved by
KCP, as indicated by his signature.
In Witness Whereof, the parties have executed this Agreement as of the
29th Day of October, 2001
Universal Media Holdings, Inc..
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxx
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Xxxxx Xxxx,
Directors
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx,
Director
